RBI Announces Pricing of Secondary Offering of Common Shares

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TORONTO — Restaurant Brands International Inc. (RBI) has announced today an underwritten registered public offering of 16,960,717 common shares commenced by HL1 17 LP, an affiliate of 3G Capital Partners Ltd., has priced. 

These common shares relate to the exchange notice received by Restaurant Brands International Limited Partnership (RBI LP) from HL1 17 LP, to exchange an aggregate of 16,960,717 Class B exchangeable limited partnership units of RBI LP. RBI LP intends to satisfy this notice with the delivery of an equal number of common shares

In connection with the offering, HL1 17 LP entered into a forward sale agreement with Morgan Stanley. Upon settlement of the forward sale agreement, HL1 17 LP will receive, in cash, the public offering price of the 16,960,717 common shares, less underwriting discounts and commissions, subject to certain adjustments as provided in the forward sale agreement. The settlement of the forward sale agreement and the exchange is expected to occur on or before Sept. 23, 2019.

RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares. The aggregate number of exchangeable units and common shares will not change as a result of the transactions.

Morgan Stanley is acting as sole book-running manager in the offering. Morgan Stanley may offer the common shares in the offering from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.

The offering is expected to close on September 6, 2019, subject to customary closing conditions.

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