3G Capital affiliate sells 2.2M QSR shares at $63.99 in secondary offering

Restaurant Brands International Limited Partnership

Selling shareholder HL1 17 LP (3G affiliate) to sell 2,213,851 common shares at $63.99 each.
RBI receives no proceeds; aggregate shares and exchangeable units unchanged.
After settlement, 3G RBH holds ~28.9% of combined voting power in RBI.
Lock-up on 3G entities for 45 days from offering date without underwriter consent.
Offering expected to close March 2, 2023; exchange and forward settlement by March 16.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Restaurant Brands International Limited Partnership entered into Underwriting Agreement with BofA Securities, Inc., HL1 17 LP, and BofA Securities, Inc. as forward seller and forward purchaser valued at $63.99 per Common Share (effective 2023-02-27).

Action: entry
Agreement: underwriting
Counterparty: BofA Securities, Inc., HL1 17 LP, and BofA Securities, Inc. as forward seller and forward purchaser
Value: $63.99 per Common Share
Effective: 2023-02-27

Exact text from the filing

On February 27, 2023, Restaurant Brands International Inc. (“RBI” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. as the underwriter (the “Underwriter”), HL1 17 LP (the “Selling Shareholder”), an affiliate of 3G Capital Partners LP (“3G Capital”), as the selling shareholder, and BofA Securities, Inc. as the forward seller and forward purchaser (in both roles, the “Forward Counterparty”) relating to the sale of 2,213,851 common shares (the “Shares”) of RBI, no par value (the “Common Shares”) to the Underwriter (the “Offering”).

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Restaurant Brands International Limited Partnership filing history →

Source: SEC EDGAR

accession 0001618755-23-000014

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