Restaurant Brands International $612 million forward sale agreement

Davis Polk acted as counsel to the underwriter and forward seller and forward purchaser in connection with the execution of a forward sale agreement with HL1 17 LP (the “Selling Shareholder”), an affiliate of 3G Capital Partners Ltd (“3G Capital”) relating to the sale of 9,608,744 common shares of Restaurant Brands International Inc. (“RBI”), no par value (the “Shares”). In connection with the forward sale agreement, the forward counterparty borrowed an equal number of Shares from third parties and will sell these Shares to the underwriter of an SEC-registered secondary offering of such Shares (the “Offering”). The Offering relates to Shares that the Selling Shareholder will receive upon exchange of an equal number of Class B exchangeable limited partnership units in Restaurant Brands International Limited Partnership, which is expected to close on or before August 24, 2021. The net proceeds of the Offering to the Selling Shareholder are expected to be approximately $612 million.

RBI is an indirect holding company for Burger King, Tim Hortons and Popeyes. These independently operated brands have franchised over 26,000 restaurants in more than 100 countries and U.S. territories.

The Davis Polk capital markets team included partner Marcel R. Fausten, counsel John H. Runne and associate Jordyn Giannone. The equity derivatives team included partner Mark M. Mendez, counsel Faisal Baloch and associate Yini Chen. The tax team included partner Michael Farber and associate Dov Sussman. All members of the Davis Polk team are based in the New York office.