Restaurant Brands International Inc., parent to Burger King and Tim Hortons, among other quick-service brands, is underwriting a registered public offering of about 6.,5 million common shares priced with an affiliate of 3G Capital Partners Ltd.
The Toronto-based restaurant company, which also owns the Popeyes Louisiana Kitchen and Firehouse Subs brands, said the common shares relate to the exchange notice received by Restaurant Brands International Limited Partnership.
In connection with the offering, the selling shareholder entered into a forward sale agreement with Bank of America securities. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell through the underwriter about 3.,5 million common shares in the offering, and in addition to sell through the underwriter up to 3 million common shares in the offering.
The settlement of the forward sale agreement and the exchange is expected to occur on or before Aug. 30.
RBI said it 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 RBI common shares will not change as a result of the transactions.
BofA Securities is acting as sole book-running manager in the offering.
The offering is expected to close on Aug. 14, though a portion of the offering may close at any time prior to settlement of the exchange, in each case subject to customary closing conditions.
Restaurant Brands International has more than 30,000 restaurants in more than 120 countries and territories. 3G Capital acquired a stake in the Burger King in 2012.
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