3G Capital affiliate sells up to 7.1M QSR shares at $68.75 in secondary offering; RBI receives no proceeds

Restaurant Brands International Inc.

HL1 17 LP (3G affiliate) to exchange 7,136,149 exchangeable units for common shares, then sell via forward agreement.
Offering priced at $68.75 per share; BofA Securities sole book-runner; sale of 4,136,156 borrowed shares plus up to 2,999,993 from an identified investor.
RBI receives no proceeds from the offering; total common shares outstanding unchanged.
Forward sale settlement and exchange expected on or before Sept 5, 2023; offering closes Aug 21, 2023.
Selling shareholder, 3G entities agree to 45-day lock-up on further sales, subject to exceptions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Restaurant Brands International Inc. entered into Forward Sale Agreement with HL1 17 LP valued at up to an aggregate of 7,136,149 Common Shares (effective 2023-08-16).

Action: entry
Agreement: equity purchase
Counterparty: HL1 17 LP
Value: up to an aggregate of 7,136,149 Common Shares
Effective: 2023-08-16

Exact text from the filing

the Selling Shareholder entered into a forward sale agreement (the “Forward Sale Agreement”) with the Forward Counterparty with respect to up to an aggregate of 7,136,149 Common Shares (the “Forward Shares”)

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

Restaurant Brands International Inc. entered into Underwriting Agreement with BofA Securities, Inc. valued at $68.75 per Common Share (effective 2023-08-16).

Action: entry
Agreement: underwriting
Counterparty: BofA Securities, Inc.
Value: $68.75 per Common Share
Effective: 2023-08-16

Exact text from the filing

On August 16, 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 Ltd. (“3G Capital”), as the selling shareholder, and BofA Securities, Inc. as the forward seller and forward purchaser

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Restaurant Brands International Inc. filing history →

Source: SEC EDGAR

accession 0001618756-23-000045

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