RBI Boosts Shareholder Liquidity with Strategic Exchange and Public Offering Initiative

RBI Enhances Shareholder Liquidity Through Strategic Exchange Offering

Restaurant Brands International Inc. (RBI), the parent company of major fast-food chains such as Burger King and Tim Hortons, announces a significant development on November 13, 2025. The company’s subsidiary, Restaurant Brands International Limited Partnership, has received an exchange notice from HL1 17 LP, an affiliate of 3G Capital Partners. This notice pertains to the exchange of 17,626,570 Class B exchangeable limited partnership units for an equivalent number of common shares of RBI. This comprehensive exchange process will not alter the total number of exchangeable units or common shares, thereby maintaining stability in the company’s capital structure while improving liquidity for shareholders.

The exchange initiative is part of a broader strategy to facilitate access to RBI's common shares for investors. Following the merger that established RBI, holders of exchangeable units have consistently had the option to convert these units into common shares or cash. This exchange process not only simplifies the ownership structure but also allows existing shareholders to increase their stake in the company while ensuring that RBI’s overall equity position remains unaffected. The repurchase and cancellation of the exchangeable units upon delivery of the common shares signal RBI's commitment to maintaining a balanced and attractive equity framework.

Additionally, the Selling Shareholder is conducting an underwritten public offering of up to 17,626,570 common shares, further enhancing shareholder liquidity. The offering, managed by BofA Securities, will involve an initial sale of 9,785,784 common shares, with the potential for up to an additional 7,840,786 shares based on investor interest. Importantly, RBI will not participate in this sale and will not benefit from the proceeds, emphasizing the independent nature of this transaction while maintaining compliance with regulatory requirements through an effective shelf registration statement filed with the U.S. Securities & Exchange Commission.

In related developments, the anticipated settlement for both the forward sale agreement and the exchange is scheduled for on or before December 3, 2025. This structured approach to the exchange and public offering reinforces RBI’s commitment to transparency and regulatory compliance, which is crucial for fostering investor confidence in the fast-food industry. Overall, these actions reflect RBI's strategic planning as it continues to adapt to market dynamics while ensuring that shareholder interests are at the forefront of its initiatives.