01—Abstract
Summary
Summary of the 8-K filed November 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Restaurant Brands International Inc. (QSR) disclosed on November 13, 2025 that HL1 17 LP, an affiliate of 3G Capital Partners Ltd. (the Selling Shareholder), is selling up to 17,626,570 common shares in an underwritten secondary offering.
The shares are being acquired through the exchange of an equal number of Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership (RBI LP). The Underwriting Agreement with BofA Securities, Inc. prices the shares at $68.72a per common share, and the offering is expected to close on November 17, 2025. RBI itself will not sell any common shares in the offering and will not receive any proceeds from it.
The aggregate number of exchangeable units and RBI common shares outstanding will not change as a result of the transactions. The Selling Shareholder has entered into a forward sale agreement with BofA Securities covering up to 17,626,570 shares, which is expected to settle on or before December 3, 2025, together with the exchange. The Selling Shareholder, 3G Restaurant Brands Holdings LP and an affiliate have agreed to a lock-up of their common shares and exchangeable securities for 45 days after the offering date, subject to exceptions and the underwriter's consent.
RBI and the Selling Shareholder have agreed to indemnify the underwriter against certain liabilities, including under the Securities Act of 1933. The filing also furnishes two press releases dated November 13, 2025 covering the exchange notice and the pricing.
02—Key points
Key Highlights
- Up to 17,626,570 common shares of RBI are being offered by HL1 17 LP, an affiliate of 3G Capital Partners Ltd., through BofA Securities, Inc. as underwriter.
- The offering price is $68.72 per common share, as set out in the Underwriting Agreement dated November 13, 2025.
- RBI will not sell any shares and will not receive any proceeds; the offering relates to shares issued upon exchange of an equal number of Class B exchangeable LP units of RBI LP.
- The Forward Counterparty agreed to borrow and sell 9,785,784 common shares in the offering, plus up to 7,840,786 additional shares contingent on two current investors completing their purchases.
- The offering is expected to close on November 17, 2025, and the forward sale agreement and exchange are expected to settle on or before December 3, 2025.
- The 3G Funds are subject to a 45-day lock-up from the offering date, with exceptions and underwriter consent.
- The filing includes a legal opinion from Stikeman Elliott LLP on the validity of the shares (Exhibit 5.1).
03—Questions
Frequently Asked Questions
Does this offering bring new cash into Restaurant Brands International?
No. The filing states that RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the shares. The cash proceeds go to the Selling Shareholder, which will receive the offering price, less underwriting discounts and commissions, upon settlement of the forward sale agreement.
How does the Selling Shareholder obtain the shares being sold?
The shares relate to an exchange notice received by RBI LP from HL1 17 LP for 17,626,570 Class B exchangeable limited partnership units. RBI LP intends to satisfy the notice by delivering an equal number of RBI common shares, so the total number of exchangeable units and common shares does not change.
What is the price and expected timing of the offering?
The shares are priced at $68.72 per common share under the Underwriting Agreement dated November 13, 2025. The offering is expected to close on November 17, 2025, and the forward sale agreement and the exchange are expected to settle on or before December 3, 2025.
Are there restrictions on further sales by the major shareholders?
Yes. The Selling Shareholder, 3G Restaurant Brands Holdings LP and an affiliate of that entity have agreed with the underwriter, subject to certain exceptions, not to dispose of or hedge their common shares or securities convertible into or exchangeable for common shares for 45 days from the date of the offering, unless the underwriter consents in writing.
04—Continue