QSR · Restaurant Brands International

211 filings

QSR SEC Filings

Restaurant Brands International - 211 total filings

Filing record · 2016–202610-K1110-Q338-K143

Showing 1–50 of 211 filings

Restaurant Brands International 8-K Report, Financial Results (Oct 29, 2026)

Restaurant Brands International Inc. reported third quarter 2026 results on October 29, 2026, furnished as Exhibit 99 to this Form 8-K. Consolidated System-wide Sales were $12,972 million, up 6.2% year-over-year on a constant currency basis, and Global Comparable Sales were 3.8%, including 8.4% at Burger King US and 3.9% at International. GAAP Income from Operations rose to $696 million from $663 million, and Diluted EPS from continuing operations was $1.54 versus $0.96. Adjusted Operating Income was $737 million (organic growth of 6.7%), Adjusted EBITDA was $829 million, and Adjusted Diluted EPS was $1.10 versus $1.03. Net Leverage improved to 4.0x from 4.4x a year earlier. The company stated that it remains on track for 8% organic Adjusted Operating Income growth in 2026. Burger King US drove results, with segment AOI up to $136 million from $123 million, while Popeyes was weaker, with Comparable Sales of negative 1.8% and AOI of $58 million versus $63 million. Tim Hortons Comparable Sales slowed to 1.5% from 4.2%, though AOI rose to $317 million, which the company attributed primarily to tariff refunds and System-wide Sales growth. GAAP results were also lifted by an income tax benefit of $133 million in the quarter, which the company attributed to discrete tax benefits from intra-group reorganizations. Capital returns remained significant: RBI returned $1.3 billion year to date through dividends and share repurchases, and the Board declared a $0.65 per share dividend for the fourth quarter of 2026, payable January 5, 2027. As of September 30, 2026, $768 million remained under the $1,000 million share repurchase authorization. The 2026 guidance was reaffirmed, including Segment G&A (excluding RH) of $600 million to $620 million and Adjusted Interest Expense, net of $500 million to $520 million.

Oct 29, 2026 10-Q

Restaurant Brands International Quarterly Report for Q3 Ended Sep 30, 2026

Restaurant Brands International Inc. reported third-quarter 2026 total revenues of $2,525 million, up from $2,449 million in the prior-year quarter, and income from operations of $696 million versus $663 million. Net income attributable to common shareholders was $542 million, or $1.54 diluted net income per share, compared with $315 million and $0.96 in the third quarter of 2025. The quarter's income tax line was a benefit of $133 million, against $94 million of expense a year earlier, driven by movements in net deferred taxes tied to intra-group reorganizations. Adjusted Operating Income rose to $737 million from $702 million, with increases in the INTL, BK, TH and FHS segments partly offset by declines in PLK and RH. For the nine months ended September 30, 2026, total revenues were $7,309 million versus $6,968 million, and income from operations was $2,018 million versus $1,581 million. The prior-year period included $244 million of other operating expenses, net, largely foreign exchange losses, whereas 2026 shows a net gain of $27 million in that line. Cash provided by operating activities from continuing operations was $1,308 million, compared with $1,159 million. Cash and cash equivalents were $974 million at September 30, 2026, and borrowing availability under the Revolving Credit Facility was $1,248 million. The company repurchased $232 million of common shares during the nine months and paid $875 million in dividends and Partnership exchangeable unit distributions in the period. At September 30, 2026, total debt, net was $13,240 million, and the company stated it was in compliance with its financial debt covenants. The company declared a quarterly dividend of $0.65 per common share payable January 5, 2027, and reported that it had $751 million remaining under its share repurchase authorization as of October 23, 2026. The filing also discloses an agreement-in-principle, reached in July 2026, to settle a shareholder class action related to the Carrols Acquisition, subject to court approval, and it describes an ongoing Sherman Act class action brought by former Burger King employees for which the company cannot predict the outcome.

Oct 29, 2026 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Aug 10, 2026)

Restaurant Brands International Inc. (NYSE/TSX: QSR) disclosed in this Form 8-K, filed August 10, 2026, that its subsidiary Restaurant Brands International Limited Partnership ("RBI LP") received an exchange notice from 3G Restaurant Brands Holdings LP, an affiliate of 3G Capital Partners Ltd., to exchange 2,784,549 Class B exchangeable limited partnership units of RBI LP. RBI LP intends to satisfy the notice by repurchasing all of these Exchangeable Units for cash, using available cash on hand. The exchange notice is irrevocable. The exchange date is scheduled for August 31, 2026, and the cash repurchase price will be based on the 20-day volume weighted average price of the Company's common shares on the NYSE in U.S. dollars, per the RBI LP limited partnership agreement. Once settled, the Exchangeable Units will be cancelled, reducing RBI's fully diluted common share count by the same number. The filing states that, on an as-adjusted basis after the exchange, RBH will hold approximately 21% of RBI's fully diluted common shares.

Aug 10, 2026 10-Q

Restaurant Brands International Quarterly Report for Q2 Ended Jun 30, 2026

Restaurant Brands International Inc. reported higher second-quarter 2026 results. Total revenues were $2,520 million for the three months ended June 30, 2026, up from $2,410 million a year earlier, and $4,784 million for the six months, up from $4,519 million. Income from operations rose to $716 million from $483 million for the quarter, helped by a $26 million net other operating income in 2026 versus $149 million of other operating expense in 2025, largely driven by foreign exchange remeasurement gains. Net income attributable to common shareholders was $507 million, or $1.45 diluted EPS from continuing operations, versus $189 million, or $0.57 diluted EPS, in the prior-year quarter. Adjusted Operating Income rose to $715 million from $668 million, with growth in the INTL, BK, TH and FHS segments partly offset by a decline in PLK. System-wide sales growth was 6.4% for the quarter on a constant currency basis, and comparable sales rose 3.8%. Burger King comparable sales increased 8.6% in the quarter, while Popeyes (PLK) comparable sales declined 5.1%. The company re-established a joint venture for BK China with CPE, in which RBI holds about a 17% stake, and resumed recognizing franchise royalties from it. Cash and cash equivalents were $1,063 million at June 30, 2026, with $1,248 million of revolver borrowing availability, and total debt, net of $13,254 million was modestly lower than at year-end 2025. Cash flow from operations for the six months was $757 million, up from $567 million. The company repurchased $171 million of common shares in the first half under a $1,000 million authorization, leaving $829 million available at June 30, 2026, and paid dividends of $0.65 per share in the quarter. Subsequent to quarter end, the board declared another $0.65 per share dividend payable October 2, 2026, and an agreement-in-principle was reached in July 2026 to settle the Carrols shareholder lawsuit, subject to court approval.

Aug 6, 2026 8-K

Restaurant Brands International 8-K Report, Financial Results (Aug 6, 2026)

Restaurant Brands International Inc. reported results for the three months ended June 30, 2026 in a press release furnished as Exhibit 99 to this Form 8-K. Consolidated System-wide Sales grew 6.4% year-over-year on a constant currency basis to $12,702 million, with Comparable Sales up 3.8%, including 8.5% at BK US and 5.5% at INTL. Total revenues rose to $2,520 million from $2,410 million, income from operations increased to $716 million from $483 million, and diluted EPS from continuing operations was $1.45 versus $0.58. Adjusted Operating Income was $715 million, up from $668 million, and Adjusted Diluted EPS was $1.07 compared with $0.94 a year earlier. The company said it returned $435 million to shareholders through dividends and share repurchases in the quarter, repurchasing 1,821,167 common shares for $137 million, and had $829 million remaining under its share repurchase authorization at June 30, 2026. Net leverage improved to 4.1x from 4.6x. Management reiterated its 2026 guidance, including Segment G&A (excluding RH) of $600 to $620 million, RH AOI of approximately $10 to $20 million, Adjusted Interest Expense, net of $500 to $520 million, and Total Capex and Cash Inducements of around $400 million, and said it remains on track for 8% organic Adjusted Operating Income growth in 2026. The quarter reflected a deconsolidation of BK China following the January 30, 2026 joint venture with CPE, which invested $350 million of primary capital, leaving RBI with a 17% equity interest accounted for under the equity method. Burger King US drove the quarter with comparable sales of 8.5%, while Popeyes US comparable sales declined 5.2%. The company also declared a $0.65 per share dividend for the third quarter of 2026, payable October 2, 2026.

Aug 6, 2026 8-K

Restaurant Brands International 8-K Report, Shareholder Vote Results (Jun 3, 2026)

Restaurant Brands International Inc. held its 2026 Annual Meeting of Shareholders on June 3, 2026. Shareholders elected all ten directors named in the management information circular and proxy statement, each to serve until the close of the 2027 Annual Meeting of Shareholders or until a successor is elected or appointed. Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, and appointed KPMG LLP as auditors through the 2027 Annual Meeting, authorizing the directors to fix the auditors' remuneration. The say-on-pay proposal recorded 387,547,825 votes for and 9,993,041 votes against, with 104,276 votes withheld and 5,533,070 broker non-votes. Among the director nominees, Alexandre Behring drew the most votes against (10,905,772), followed by Marc Lemann (5,882,501). Each nominee received substantially more votes for than against. The filing reports no other corporate actions.

Jun 3, 2026 8-K

Restaurant Brands International 8-K Report, Financial Results (May 6, 2026)

Restaurant Brands International Inc. reported first-quarter 2026 results on May 6, 2026, furnished as Exhibit 99 to this Form 8-K. Consolidated system-wide sales grew 6.2% year-over-year on a constant currency basis to $11.51 billion, with comparable sales accelerating to 3.2% (from 0.1% a year earlier). GAAP total revenues rose to $2.264 billion from $2.109 billion, income from operations increased to $606 million from $435 million, and diluted EPS from continuing operations was $0.97 versus $0.49. Adjusted Operating Income (AOI) reached $610 million, up 13.0% nominally and 10.7% organically, while Adjusted Diluted EPS was $0.86, up 14.6% nominally and 11.0% organically. The company stated it remains on track for 8%+ organic AOI growth in 2026. Capital returns and balance sheet items were also highlighted. The company resumed share repurchases in March, repurchasing 463,442 shares for $34 million in the quarter, and continues to expect to repurchase $500 million in 2026. The Board declared a $0.65 per share dividend for the second quarter of 2026, payable July 7, 2026. Net leverage improved to 4.2x from 4.7x a year earlier, and cash and cash equivalents were $1.012 billion at March 31, 2026. Segment results were mixed. International (INTL) system-wide sales rose 11.1% and AOI increased to $196 million from $138 million, aided by the resumption of royalties from BK China following its deconsolidation into a joint venture with CPE. Burger King US comparable sales grew 5.8%, with BK AOI rising to $115 million. Popeyes (PLK) comparable sales declined 6.5% and its AOI fell to $57 million from $60 million. Tim Hortons comparable sales rose 1.6%, and its AOI was $229 million.

May 6, 2026 10-Q

Restaurant Brands International Quarterly Report for Q1 Ended Mar 31, 2026

Restaurant Brands International Inc. reported first-quarter 2026 total revenues of $2.26 billion, up from $2.11 billion in the prior-year quarter, with income from operations rising to $606 million from $435 million. Net income attributable to common shareholders was $338 million, or $0.97 per diluted share, compared with $159 million, or $0.49 per diluted share, a year earlier. The filing attributes the operating income increase primarily to a net foreign exchange gain on remeasurement of intercompany balances (versus a net loss in the prior year) and higher segment income in the INTL, BK, TH and FHS segments. Adjusted Operating Income, the company's non-GAAP segment measure, was $610 million versus $539 million. The effective tax rate fell to 7.9% from 26.9%, partly due to a discrete tax benefit from an intra-group reorganization. Operating metrics improved: consolidated system-wide sales growth was 6.2% on a constant currency basis, and comparable sales rose 3.2%, versus 2.8% and 0.1% in the prior year. Net restaurant growth was 2.6%, and the system counted 32,985 restaurants at quarter end. Cash provided by operating activities from continuing operations was $227 million, compared with $118 million a year earlier. Cash and cash equivalents were $1,012 million at March 31, 2026, and the company had $1,248 million of revolver availability. The company also established a joint venture with CPE Alder Investment Limited for BK China, in which RBI holds about 17% and CPE holds about 83%, and it is sunsetting its Restaurant Holdings (RH) segment, which posted a $1 million Adjusted Operating Loss in the quarter. Subsequent to quarter end, RBI declared a $0.65 per share dividend payable July 7, 2026, and expects a discrete tax benefit of approximately $170 million in the quarter ending June 30, 2026.

May 6, 2026 10-K

Restaurant Brands International Annual Report, Year Ended Dec 31, 2025

Restaurant Brands International Inc. (QSR) reported nearly $47 billion in annual system-wide sales and over 33,000 restaurants in more than 120 countries and territories as of December 31, 2025, with over 95% of system-wide restaurants franchised. Total revenues were $9.434 billion in 2025 versus $8.406 billion in 2024, driven mainly by restaurants acquired in the Carrols Acquisition and higher Supply chain sales, while income from operations fell to $2.202 billion from $2.419 billion. The decline reflected a $209 million net foreign exchange loss in other operating expenses and the non-recurrence of a $79 million Carrols step-acquisition gain. Net income attributable to common shareholders was $776 million, or $2.35 diluted per share including discontinued operations, compared with $3.18 in 2024. Net income was $1.075 billion after a $126 million net loss from discontinued operations, which mainly reflects Burger King China, whose $114 million non-cash charge was recognized in 2025. Segment Adjusted Operating Income rose to $2.584 billion from $2.402 billion, with increases in all five franchisor segments: TH ($1.077 billion), BK ($468 million), PLK ($250 million), FHS ($56 million) and INTL ($690 million). Cash provided by operating activities from continuing operations was $1.714 billion, and cash and equivalents were $1.163 billion at year-end. Total debt was $13.372 billion principal, and the company had $1.248 billion of revolver availability. The Burger King China joint venture closed January 30, 2026, with CPE owning about 83% and RBI about 17%. The board declared a $0.65 quarterly dividend for Q1 2026 and targets $2.60 in total 2026 declared dividends per share.

Feb 20, 2026 8-K

Restaurant Brands International 8-K Report, Financial Results (Feb 12, 2026)

Restaurant Brands International Inc. (QSR) reported fourth quarter and full year 2025 results on February 12, 2026. Consolidated system-wide sales grew 5.8% in the fourth quarter and 5.3% for 2025, with consolidated comparable sales up 3.1% in Q4 and 2.4% for the full year. GAAP income from operations was $621 million in Q4, down 2.2%, and $2.20 billion for the full year, down 9.0%, while diluted EPS from continuing operations was $0.60 for Q4 and $2.63 for 2025. Adjusted Operating Income (AOI) rose to $674 million in Q4 (organic AOI growth of 15.6%) and $2.58 billion for 2025 (organic growth of 8.3%). The company stated it achieved its 2025 targets for organic AOI growth and net leverage, which was 4.2x at year-end, and returned about $1.1 billion to shareholders in 2025. The filing also discloses the Burger King China transaction: RBI sold control to CPE, which will own about 83% of the new BK China joint venture, while RBI keeps about 17%. The deal closed January 30, 2026, and RBI recognized a $114 million non-cash charge in 2025, included in discontinued operations. Net loss from discontinued operations was $126 million for 2025. Beginning in 2026, RBI will account for its BK China interest under the equity method and recognize royalty revenue in the INTL segment. Management set 2026 guidance for Segment G&A (excluding RH) of $600 million to $620 million, RH Segment G&A of about $100 million, Adjusted Interest Expense, net of $500 million to $520 million, and Total Capex and Cash Inducements of around $400 million. It declared a Q1 2026 dividend of $0.65 per share and set a 2026 annual dividend target of $2.60 per share. The long-term algorithm for 2024 to 2028 remains 3%+ comparable sales and 8%+ organic AOI growth.

Feb 12, 2026 8-K

Restaurant Brands International 8-K Report, Material Agreement (Nov 14, 2025)

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 $68.72 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.

Nov 14, 2025 8-K

Restaurant Brands International 8-K Report, Material Impairment (Nov 10, 2025)

Restaurant Brands International Inc. (NYSE: QSR) announced that its Board approved on November 7, 2025 a joint venture with CPE Alder Investment Limited, a fund managed by CPE, for the operations of Burger King China. Under the transaction, CPE will invest $350 million of new primary capital into the Burger King China JV at closing and will own approximately 83% of the JV, while RBI retains approximately 17% and a seat on the JV's Board. RBI will not receive any cash proceeds, as the capital remains in the JV to support growth. The company entered into the joint venture on November 8, 2025. In connection with the decision to sell a significant portion of the Burger King China business and the valuation implied by the sale, RBI stated it will be required under GAAP to take a non-cash charge of approximately $150 million on its Burger King China holdings. The Burger King China operations are classified as Held for Sale and their results are reported in Discontinued Operations. RBI disclosed this charge under Item 2.06 (Material Impairments). Under a 20-year master development agreement, a wholly-owned subsidiary of the JV will hold exclusive rights to develop the Burger King brand in China, with annual development targets. The plan aims to grow the footprint from approximately 1,250 restaurants today to double that by 2030 and to more than 4,000 by 2035. The transaction is expected to close in the first quarter of 2026, subject to customary regulatory approvals. RBI will begin recognizing royalties from Burger King China in its International segment, with a step-up to the full historical royalty rate over time.

Nov 10, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (Oct 30, 2025)

Restaurant Brands International Inc. (QSR) reported third-quarter 2025 results on October 30, 2025, per Exhibit 99 furnished with this Item 2.02 Form 8-K. Consolidated system-wide sales grew 6.9% year-over-year to $12.28 billion for the quarter, with International system-wide sales growth of 12.1% and consolidated comparable sales of 4.0%. Total revenues rose to $2.45 billion from $2.29 billion, while income from operations increased 14.8% to $663 million. Adjusted Operating Income (AOI) was $702 million, and Adjusted Diluted EPS was $1.03, up from $0.93. Diluted EPS from continuing operations was $0.96 versus $0.79 a year earlier. For the nine months ended September 30, 2025, income from operations declined 11.4% to $1.58 billion from $1.78 billion, while AOI rose to $1.91 billion from $1.82 billion. Net leverage was 4.4x, down from 4.8x a year earlier. The company stated it remains on track for at least 8% organic AOI growth in 2025 and reaffirmed its long-term algorithm of 3%+ comparable sales and 8%+ organic AOI growth on average from 2024 to 2028. The filing also declared a fourth-quarter 2025 dividend of $0.62 per common share and partnership exchangeable unit, payable January 6, 2026. BK China, acquired in February 2025, is classified as held for sale and reported as discontinued operations, and the company is seeking a new controlling shareholder for it. The company updated 2025 Total Capex and Cash Inducements guidance to around $400 million, while maintaining Segment G&A and Adjusted Interest Expense guidance.

Oct 30, 2025 10-Q

Restaurant Brands International Quarterly Report for Q3 Ended Sep 30, 2025

Restaurant Brands International Inc. (QSR) reported third-quarter 2025 total revenues of $2.45 billion, up from $2.29 billion a year earlier, with income from operations of $663 million versus $577 million. Net income attributable to common shareholders was $315 million, or $0.96 per diluted share, compared with $252 million, or $0.79 per share, in the prior-year quarter. Nine-month results were weaker: total revenues rose to $6.97 billion from $6.11 billion, but income from operations fell to $1.58 billion from $1.78 billion, driven mainly by a $208 million foreign exchange remeasurement loss within other operating expenses and the non-recurrence of a $79 million Carrols step acquisition gain. Net income attributable to common shareholders was $663 million for the nine months, compared with $762 million. Adjusted Operating Income, the company's segment income measure, increased 8% to $702 million in the quarter and 5% to $1.91 billion for the nine months, with each of the five franchisor segments (TH, BK, PLK, FHS, INTL) reporting higher segment income. System-wide sales growth was 6.9% in the quarter and comparable sales rose 4.0%. Cash provided by operating activities was $1.16 billion for the nine months, and the company had $1.21 billion in cash and cash equivalents at September 30, 2025, with $1.25 billion of revolver availability. The filing also details the BK China acquisition for approximately $151 million, which is now held for sale and reported as discontinued operations, and the company's pending search for a new controlling shareholder. A new $1.0 billion share repurchase authorization runs through September 30, 2027, and the board declared a $0.62 per share dividend payable January 6, 2026. Two shareholder class actions remain pending, one relating to Burger King franchise no-hire clauses and one relating to the Carrols acquisition, and the company says it cannot predict their outcomes.

Oct 30, 2025 10-Q

Restaurant Brands International Quarterly Report for Q2 Ended Jun 30, 2025

Restaurant Brands International Inc. reported second-quarter 2025 total revenues of $2.41 billion, up from $2.08 billion a year earlier, driven mainly by Company restaurant sales from restaurants acquired in the Carrols Acquisition and higher supply chain sales. Income from operations fell to $483 million from $663 million, primarily because the prior-year period included a $79 million Carrols step acquisition gain and because of $132 million of foreign exchange losses recorded in other operating expenses. Net income attributable to common shareholders was $189 million, or $0.57 diluted per share, versus $280 million, or $0.88, in the prior-year quarter. Adjusted Operating Income, the company's segment income measure, rose to $668 million from $632 million, with increases in all segments. For the six months ended June 30, 2025, cash provided by operating activities from continuing operations was $567 million, compared with $482 million a year earlier. Cash and cash equivalents were $1,026 million at June 30, 2025, and borrowing availability under the Revolving Credit Facility was $1,248 million. The company paid $0.62 per share dividends in the quarter and declared another $0.62 per share payable October 7, 2025. Total debt, net, was $13,613 million at June 30, 2025. The filing also reports the acquisition of BK China for approximately $151 million, which is classified as discontinued operations and held for sale, with the company expecting to find a new controlling shareholder within twelve months. On August 6, 2025, the board approved a new share repurchase authorization of up to $1,000 million running from September 15, 2025 to September 30, 2027. Two shareholder class action lawsuits remain pending, one related to Burger King franchise agreement hiring clauses and one alleging breach of fiduciary duty in the Carrols acquisition.

Aug 7, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (Aug 7, 2025)

Restaurant Brands International Inc. reported second quarter 2025 results on August 7, 2025, as furnished in Exhibit 99. Consolidated system-wide sales grew 5.3% year-over-year to $11,853 million, with International system-wide sales up 9.8%. Comparable sales accelerated to 2.4%, including 4.1% at Burger King International and 3.6% at Tim Hortons Canada. GAAP income from operations fell to $483 million from $663 million, while Adjusted Operating Income rose to $668 million from $632 million, an organic AOI growth of 5.7%. Adjusted diluted EPS was $0.94 versus $0.86, and net leverage improved to 4.6x from 5.0x. The company reiterated it remains on track for 8%+ organic Adjusted Operating Income growth in 2025. The company declared a quarterly dividend of $0.62 per share, payable October 7, 2025. It also approved a new $1 billion share repurchase authorization running from September 15, 2025 to September 30, 2027, which replaces the prior authorization. Management stated it remains committed to prioritizing debt reduction in the near term. Updated 2025 guidance includes Adjusted Interest Expense, net of around $520 million, alongside unchanged Segment G&A and capex guidance. GAAP results were pressured by a $149 million other operating expense in the quarter, compared with $7 million a year earlier, and by the Carrols Burger King restaurants now consolidated in the Restaurant Holdings segment. BK China has been classified as held for sale and reported as discontinued operations.

Aug 7, 2025 8-K

Restaurant Brands International 8-K Report, Shareholder Vote Results (Jun 3, 2025)

On June 3, 2025, Restaurant Brands International Inc. held its 2025 Annual Meeting of Shareholders. Shareholders elected all ten directors named in the management information circular and proxy statement, each to serve until the close of the 2026 Annual Meeting or until a successor is elected or appointed. They also approved, on an advisory basis, the compensation paid to the company's named executive officers, and appointed KPMG LLP as auditors until the 2026 Annual Meeting, with the directors authorized to fix the auditors' remuneration. Shareholders did not approve three shareholder proposals regarding antibiotics policy, food waste, and defining director independence. The filing notes that Proposal 7 was withdrawn before the meeting. The director elections drew varying levels of support. For example, Alexandre Behring received 365,696,963 votes for and 29,940,909 against, Jordana Fribourg received 377,685,447 for and 18,112,646 against, and Marc Lemann received 378,525,418 for and 17,274,360 against. Daniel S. Schwartz received 391,291,201 votes for and 4,597,832 against. The advisory say-on-pay proposal received 384,670,481 votes for, 9,993,827 against, and 1,293,683 withheld. The KPMG appointment received 386,532,921 votes for and 15,024,384 withheld. All three shareholder proposals failed. The antibiotics policy proposal received 44,653,097 votes for, 226,137,944 against, and 125,166,932 withheld. The food waste proposal received 44,551,850 for, 226,622,791 against, and 125,119,115 withheld. The director independence proposal received 37,574,539 for, 233,718,724 against, and 125,000,411 withheld. The filing reports broker non-votes for each proposal, and its only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).

Jun 3, 2025 10-Q

Restaurant Brands International Quarterly Report for Q1 Ended Mar 31, 2025

Restaurant Brands International Inc. (QSR) reported first-quarter 2025 total revenues of $2,109 million, up from $1,739 million a year earlier, driven primarily by the net impact of restaurants acquired from franchisees, mainly the Carrols Acquisition, partially offset by an unfavorable FX Impact. Income from operations fell to $435 million from $544 million, mainly due to an unfavorable change in Other operating expenses (income), net, which was $83 million versus $(18) million in the prior year, largely from a $75 million net loss on foreign exchange. Net income attributable to common shareholders was $159 million, or $0.49 per diluted share, compared with $230 million, or $0.72 per diluted share, a year earlier. Adjusted Operating Income was essentially flat at $539 million versus $540 million, with TH and INTL segment income declining and RH contributing $7 million. System-wide sales growth was 2.8% and comparable sales were 0.1%, versus 8.1% and 4.6% in the prior-year period. Cash and cash equivalents were $899 million at March 31, 2025, with $1,248 million of Revolving Credit Facility borrowing availability. Operating cash flow from continuing operations was $118 million, compared with $148 million, and capital expenditures were $64 million in payments for property and equipment. The company acquired BK China on February 14, 2025 for approximately $151 million in cash and is presenting it as discontinued operations while it seeks a new controlling shareholder; the company provided $107 million of funding to BK China during the quarter. The company declared a quarterly dividend of $0.62 per common share payable July 8, 2025, and had $500 million remaining under its share repurchase authorization, with no repurchases made in the quarter. Management reports that the Carrols Burger King restaurants are expected to be largely refranchised, and the company disclosed pending litigation related to the Burger King franchise no-hire clause and a Delaware shareholder complaint relating to the Carrols acquisition.

May 8, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (May 8, 2025)

Restaurant Brands International Inc. reported first quarter 2025 results for the three months ended March 31, 2025, under Exhibit 99 to this Form 8-K. Consolidated system-wide sales grew 2.8% year-over-year to $10,496 million, including 8.6% growth in International, while global comparable sales were 0.1%, or over 1% excluding a Leap Day impact estimated at 110 basis points. Total revenues rose to $2,109 million from $1,739 million, driven by the new Restaurant Holdings segment, while income from operations fell to $435 million from $544 million. Adjusted Operating Income was roughly flat at $539 million versus $540 million, with organic AOI growth of 2.6%, and diluted EPS from continuing operations was $0.49 versus $0.72. Net leverage was 4.7x compared with 4.8x a year earlier. Management said the company is making solid progress despite a slower start to the year, sees encouraging momentum in the second quarter, and remains on track for at least 8% organic Adjusted Operating Income growth in 2025. The company also declared a second-quarter 2025 dividend of $0.62 per common share and partnership exchangeable unit, payable July 8, 2025. The filing notes that Burger King China was acquired on February 14, 2025 and classified as held for sale and discontinued operations, and that the company now expects Segment G&A (excluding Restaurant Holdings) of $600 million to $620 million for 2025. The filing also reaffirms 2025 guidance for adjusted interest expense, net of $500 million to $520 million, Restaurant Holdings Segment G&A of approximately $100 million, and Total Capex and Cash Inducements of $400 million to $450 million. Long-term algorithm targets for 2024 to 2028 remain 3%+ comparable sales and 8%+ organic AOI growth, with 5%+ net restaurant growth now expected toward the end of the period.

May 8, 2025 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Apr 28, 2025)

Restaurant Brands International Inc. (NYSE/TSX: QSR) furnished this Form 8-K under Item 7.01 (Regulation FD) on April 28, 2025, to provide its 2024 Restaurant Brands for Good report as Exhibit 99.1. The filing contains no financial results, guidance, or transaction disclosures; it is a sustainability and corporate responsibility report covering the Food, Planet, and People & Communities pillars across its four brands: Tim Hortons, Burger King, Popeyes, and Firehouse Subs. The report states that RBI operates more than 32,000 restaurants in over 120 countries and territories, with nearly $45 billion in annual system-wide sales. Key environmental disclosures include total Scope 1, 2, and 3 emissions of 28,888,230 MtCO2e in 2024 versus 30,091,467 MtCO2e in 2022 (a 4.0% decrease, as stated), with Scope 1 emissions rising 27% excluding the Carrols acquisition, which the report attributes to more corporate-owned restaurants. The report also notes RBI agreed in early 2024 to temporarily acquire 1,082 U.S. Burger King franchises from Carrols Restaurant Group, which it plans to largely refranchise. Progress on animal welfare commitments is mixed: U.S. cage-free egg compliance reached 23% as of March 2025, and sow housing compliance reached 80% globally. For investors, the report is largely non-financial. It sets 2030 SBTi-aligned targets, including a 50% reduction in absolute Scope 1 and 2 emissions and a 50% reduction in Scope 3 emissions intensity versus a 2019 baseline, and notes RBI intends to update that baseline to 2022. The report also highlights the company's Dow Jones Sustainability North America Index Best-in-Class recognition for a third consecutive year and charitable giving figures such as more than $11 million from the Firehouse Subs Public Safety Foundation.

Apr 28, 2025 10-K

Restaurant Brands International Annual Report, Year Ended Dec 31, 2024

Restaurant Brands International Inc. (QSR) reported that it operates one of the world's largest quick service restaurant companies, with nearly $45 billion in annual system-wide sales and more than 32,000 restaurants in more than 120 countries and territories as of December 31, 2024, approximately 95% of which are franchised. Its four brands are Tim Hortons, Burger King, Popeyes and Firehouse Subs. Total revenues rose to $8.41 billion in 2024 from $7.02 billion in 2023, driven mainly by restaurants acquired from franchisees (primarily the Carrols Acquisition, completed May 16, 2024) and higher system-wide sales. Net income fell to $1.45 billion from $1.72 billion, reflecting income tax expense of $364 million compared with a tax benefit in 2023, and a higher loss on early extinguishment of debt. Adjusted Operating Income rose to $2.40 billion from $2.20 billion. Balance sheet and capital allocation: cash and cash equivalents were $1.33 billion at year end, and the company had $1.25 billion of borrowing availability under its revolving credit facility. Total debt was $13.76 billion in principal, and substantially all consolidated assets are restricted under debt agreements. Cash from operations was $1.50 billion in 2024. The company paid $1.03 billion in dividends and distributions and repurchased no common shares in 2024, leaving $500 million under its authorization. The board declared a first-quarter 2025 dividend of $0.62 per share and targets $2.48 in total declared dividends for 2025. Subsequent to year end, on February 14, 2025, RBI acquired substantially all remaining equity in Burger King China for approximately $158 million, which will be reported as a discontinued operation starting in the first quarter of 2025. The company plans to remodel and refranchise the acquired Carrols Burger King restaurants, and it expects 2025 capital expenditures of $400 million to $450 million.

Feb 21, 2025 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Feb 18, 2025)

Restaurant Brands International Inc. and Restaurant Brands International Limited Partnership filed this Current Report on Form 8-K dated February 18, 2025, disclosing that a subsidiary acquired all of the equity interests in the joint venture that owns the franchised Burger King business in China from TFI Asia Holdings BV and Pangaea Two Acquisition Holdings XXIII, Ltd. The purchase price was approximately $158 million in an all-cash transaction. As a result, RBI now owns nearly 100% of the business. The filing is furnished under Item 7.01 (Regulation FD) and Item 8.01 (Other Events). According to the attached press release (Exhibit 99.1), RBI intends to engage advisors to help identify a new local partner that would inject primary capital into the business and become the controlling shareholder. The company said this aligns with its long-term strategy of partnering with experienced local operators while maintaining a primarily franchised business. The release notes Burger King in China grew from about 60 restaurants in 2012 to about 1,500 today, and that TFI will continue expanding its operations in Turkey. RBI also remains a partner with Cartesian in the Tim Hortons business in China. The filing is largely a strategic and operational update rather than a financial disclosure, and it does not report earnings or financial results. Investors may focus on the purchase price, the planned search for a new local operating partner, and the continued emphasis on franchising in China. The release's forward-looking statements flag risks including competition, macroeconomic conditions, doing business in China and Turkey, currency fluctuations, tariffs, and geopolitical conflicts.

Feb 18, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (Feb 12, 2025)

Restaurant Brands International Inc. furnished a press release and supplemental financial and operational information reporting results for the three and twelve months ended December 31, 2024. Global system-wide sales were $11,279 million in the fourth quarter, up 5.6%, and $44,476 million for the full year, up 5.4%. Comparable sales rose 2.5% in the fourth quarter and 2.3% for the year. Total revenues were $2,296 million in the fourth quarter (versus $1,820 million a year earlier) and $8,406 million for 2024 (versus $7,022 million), and income from operations was $2,419 million for the year, up 17.9%. The increases reflect the Carrols and PLK China acquisitions completed in May and June 2024, which established the Restaurant Holdings segment. Net income declined to $361 million in the fourth quarter from $726 million, and to $1,445 million for the year from $1,718 million. Diluted earnings per share were $0.79 for the quarter and $3.18 for the year. Income tax expense was $139 million in the fourth quarter, compared with a benefit of $410 million in the prior-year quarter. On a non-GAAP basis, Adjusted Operating Income was $578 million in the fourth quarter and $2,402 million for 2024, with organic AOI growth of 13.7% and 9.0%, respectively. Adjusted diluted EPS was $0.81 for the quarter and $3.34 for the year. Net leverage was 4.6x at year-end, compared with 4.8x a year earlier. Free cash flow was $1,302 million for 2024. The company returned approximately $1.0 billion to shareholders in 2024, and its board declared a $0.62 per share dividend for the first quarter of 2025, with a targeted total of $2.48 per share for 2025. For 2025, the company guided to Segment G&A (excluding RH) of $650 million to $670 million, RH Segment G&A of approximately $100 million, Adjusted Interest Expense, net of $500 million to $520 million, and consolidated capital expenditures, tenant inducements and incentives of $400 million to $450 million. Burger King's multi-year Reclaim the Flame plan includes up to $700 million of investment through 2028, with $133 million funded toward the up to $550 million Royal Reset component as of December 31, 2024. The company reaffirmed its long-term algorithm for 2024 to 2028 of 3%+ comparable sales, 5%+ net restaurant growth, and 8%+ system-wide sales growth, noting that net restaurant growth expectations may be reassessed after the Burger King China master franchisee situation is resolved.

Feb 12, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (Nov 5, 2024)

Restaurant Brands International Inc. reported third-quarter 2024 results for the three months ended September 30, 2024, furnished as Exhibit 99. Consolidated system-wide sales rose 3.2% year-over-year to $11,433 million, while consolidated comparable sales were 0.3%, including 2.7% at TH Canada and 1.8% at INTL. Total revenues were $2,291 million versus $1,837 million, largely reflecting the inclusion of the Restaurant Holdings (RH) segment following the Carrols and PLK China acquisitions. Income from operations was $577 million compared with $582 million, and diluted EPS was $0.79, consistent with the prior year. Adjusted Operating Income rose to $652 million, up 6.1% on an organic basis (excluding FX and RH), and Adjusted Diluted EPS was $0.93, up 4.6% organically. The company stated that five franchisor segments (TH, INTL, BK, PLK and FHS) each delivered year-over-year growth in Adjusted Operating Income, and that consolidated comparable sales improved in October. Management reiterated its expectation of 8%+ organic Adjusted Operating Income growth for 2024. Net Debt was $12,950 million, with Adjusted EBITDA Net Leverage at 4.8x, flat year-over-year, and the company declared a $0.58 per share dividend for the fourth quarter of 2024. Burger King's comparable sales declined 0.7% and system-wide sales fell 1.5%, and PLK's comparable sales declined 4.0%, while FHS comparable sales fell 4.8%. Net Income attributable to common shareholders was $252 million, unchanged from the prior year. The company also issued $500 million of 5.625% First Lien Senior Secured Notes due 2029 and redeemed its 5.750% notes due 2025, leaving no material debt maturities until 2028, and it maintained its 2024 guidance for Adjusted Interest Expense, net and capital expenditures while updating Segment G&A guidance.

Nov 5, 2024 10-Q

Restaurant Brands International Quarterly Report for Q3 Ended Sep 30, 2024

Restaurant Brands International Inc. reported third-quarter 2024 total revenues of $2.29 billion, up from $1.84 billion a year earlier, driven largely by the May 16, 2024 acquisition of Carrols Restaurant Group, which contributed $705 million of revenue from acquisition date through September 30, 2024. Income from operations was $577 million versus $582 million, and net income was $357 million versus $364 million. Nine-month net income rose to $1.08 billion from $992 million, helped by a $79 million step acquisition gain on Carrols, while diluted earnings per share were $2.39 versus $2.16. Adjusted Operating Income, a non-GAAP measure, was $652 million for the quarter versus $609 million, with Tim Hortons segment income up to $284 million from $269 million. Total debt, net, rose to $13.66 billion at September 30, 2024 from $12.92 billion at December 31, 2023, reflecting $750 million of incremental term loan borrowings, a $1.2 billion 6.125% first lien senior notes issuance due 2029, and a $500 million 5.625% first lien senior notes issuance due 2029 used to redeem the 5.75% notes due 2025. Cash and cash equivalents were $1.18 billion, and borrowing availability under the Revolving Credit Facility was $1.25 billion. Net cash provided by operating activities was $1.02 billion for the nine months, compared with $920 million a year earlier, while cash used for investing activities rose to $616 million, including $508 million for the Carrols purchase, net of cash acquired. System-wide sales grew 3.2% on a consolidated basis for the quarter, with comparable sales up 0.3%. The company reported that approximately 95% of system-wide restaurants are franchised, and it had 31,525 restaurants as of September 30, 2024. Management also disclosed a $0.58 per share quarterly dividend declared for payment on January 3, 2025, and noted that the company faces a lawsuit filed October 7, 2024 in Delaware alleging breaches of fiduciary duty related to the Carrols transaction.

Nov 5, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Sep 13, 2024)

Restaurant Brands International Inc. (QSR) reported that on September 13, 2024, its subsidiaries 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, for the issuance of $500 million aggregate principal amount of 5.625% First Lien Senior Secured Notes due 2029. The Issuers sold the Notes to Morgan Stanley & Co. LLC and other initial purchasers. The Issuers expect to use the proceeds, together with cash on hand, to redeem in full their outstanding 5.750% First Lien Senior Secured Notes due 2025 and to pay related fees and expenses. The Notes mature on September 15, 2029, pay interest semi-annually beginning March 15, 2025, and are guaranteed on a first lien senior secured basis by the Restaurant Brands International Limited Partnership (the Partnership) and certain of its wholly owned restricted subsidiaries. The Notes may be redeemed at any time before September 15, 2026 at a make-whole premium, with an option to redeem up to 40% of the principal from certain equity offerings at 105.625%, and up to 10% in each twelve-month period at 103%. Holders may require repurchase at 101% of principal upon a change of control. The indenture contains customary covenants limiting indebtedness, liens, dividends, investments, asset sales and affiliate transactions, along with customary events of default. Certain initial purchasers and their affiliates may hold portions of the 2025 First Lien Notes and may receive a share of the proceeds.

Sep 13, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Sep 4, 2024)

Restaurant Brands International Inc. (NYSE/TSX: QSR) disclosed on September 3, 2024 that its subsidiaries, 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer), entered into a purchase agreement with Morgan Stanley & Co. LLC, as representative of the initial purchasers, for a private offering of $500 million in aggregate principal amount of 5.625% First Lien Senior Secured Notes due 2029. The notes are being sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the offering is expected to close on or about September 13, 2024. The Issuers plan to use the proceeds, together with cash on hand, to redeem in full their outstanding $500 million of 5.750% First Lien Senior Secured Notes due 2025 and to pay related fees and expenses. Per the pricing press release (Exhibit 99.2), the combined effect of the new notes offering and the redemption of the 2025 Notes will be neutral to net leverage and accretive to interest expense. The notes will be guaranteed by Restaurant Brands International Limited Partnership and by Holdings' wholly-owned subsidiaries that guarantee the Issuers' existing senior secured credit facilities. The company also called the 2025 Notes for redemption at 100.000% of principal plus accrued and unpaid interest, though the filing states it is not itself a notice of redemption. The filing is primarily a refinancing and liability management event rather than an operating update, and it contains no operating or earnings figures.

Sep 4, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Aug 13, 2024)

Restaurant Brands International Inc. (QSR) filed this Form 8-K on August 13, 2024 to disclose a secondary offering of common shares by HL1 17 LP, an affiliate of 3G Capital Partners Ltd. On August 12, 2024, the company entered into an underwriting agreement with BofA Securities, Inc. covering up to 6,528,013 common shares. These shares relate to an exchange of an equal number of Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership (RBI LP) into common shares. The offering is priced at $68.31 per common share, and the Selling Shareholder entered into a forward sale agreement with BofA Securities covering the same number of shares. RBI will not sell any common shares in the offering and will not receive any proceeds from it. The aggregate number of exchangeable units and common shares outstanding will not change as a result of the transactions. The offering is expected to close on August 14, 2024, and the forward sale settlement and the exchange are expected to occur on or before August 30, 2024. The 3G Funds have agreed to a lock-up of their common shares and exchangeable securities for 45 days after the offering date, subject to certain exceptions. For investors, the filing is primarily a disclosure of a large secondary sale by a major shareholder rather than a company-level financing event. The company states it receives no proceeds, and the filing does not describe any change to operations, guidance, or financial results.

Aug 13, 2024 10-Q

Restaurant Brands International Quarterly Report for Q2 Ended Jun 30, 2024

Restaurant Brands International Inc. (QSR) reported second-quarter 2024 total revenues of $2,080 million, up from $1,775 million in the prior-year quarter, and net income of $399 million versus $351 million. Income from operations rose to $663 million from $554 million, though results were helped by a $79 million step acquisition gain tied to the Carrols Acquisition, recorded in (Income) loss from equity method investments. Basic and diluted EPS were $0.89 and $0.88 for the quarter, compared with $0.77 and $0.77 a year earlier. Adjusted Operating Income, the company's non-GAAP segment measure, was $632 million versus $577 million. The quarter was shaped by the May 16, 2024 acquisition of Carrols Restaurant Group for $543 million in cash, with about $431 million of assumed debt fully extinguished by June 30, 2024. The company also acquired Popeyes China on June 28, 2024, and created a new Restaurant Holdings segment. Company restaurant sales rose to $347 million from $68 million, largely from Carrols. Total debt, net, increased to $13,672 million from $12,921 million, and the company recorded a $32 million loss on early extinguishment of debt tied to credit facility amendments and a 6.125% First Lien Senior Notes offering of $1,200 million. At June 30, 2024, cash and cash equivalents were $942 million and revolver availability was $1,247 million. Operating cash flow was $482 million for the six months, versus $487 million a year earlier, while investing outflows rose to $559 million largely due to the Carrols purchase. The company stated that cash flow from operations and revolver availability should be sufficient to fund obligations over the next twelve months. Management also declared a $0.58 per share dividend payable October 4, 2024, and $500 million remained under the share repurchase authorization, with no repurchases made in the first half of 2024.

Aug 8, 2024 8-K

Restaurant Brands International 8-K Report, Financial Results (Aug 8, 2024)

Restaurant Brands International Inc. reported results for the three months ended June 30, 2024 in Exhibit 99 to this Form 8-K, furnished August 8, 2024. Consolidated system-wide sales increased 5.0% year-over-year to $11,252 million, with global comparable sales up 1.9%: Tim Hortons Canada comparable sales rose 4.9%, International (INTL) rose 2.6%, and Burger King US was flat at (0.1)%. Total revenues were $2,080 million versus $1,775 million, income from operations was $663 million versus $554 million, and net income was $399 million versus $351 million. Diluted EPS was $0.88 versus $0.77, and Adjusted Operating Income was $632 million, which the filing says increased 9.3% organically. Adjusted Diluted EPS was $0.86, up 3.1% organically. The quarter included the May 16, 2024 acquisition of Carrols Restaurant Group, which the company said had an enterprise value of approximately $1,000 million, and created a new Restaurant Holdings (RH) segment for the Carrols Burger King restaurants. The PLK China acquisition closed June 28, 2024 and will be consolidated beginning in the third quarter of 2024. The $79 million gain recognized on the company's existing 15% Carrols equity interest contributed to the year-over-year increase in income from operations. Net debt was $13.2 billion, with Net Income Net Leverage of 7.3x and Adjusted EBITDA Net Leverage of 5.0x as of June 30, 2024. The Board declared a $0.58 per share dividend payable October 4, 2024, and the company plans to submit a new normal course issuer bid. The filing reiterates 2024 guidance for capital expenditures of about $300 million and updates Adjusted Net Interest Expense to $565 million to $575 million and Segment G&A (excluding RH) to $640 million to $660 million. Long-term guidance for 2024 to 2028 is unchanged.

Aug 8, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Jun 17, 2024)

On June 17, 2024, subsidiaries 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) of Restaurant Brands International Inc. issued $1,200 million aggregate principal amount of 6.125% First Lien Senior Secured Notes due June 15, 2029 to Morgan Stanley & Co. LLC and other initial purchasers under an indenture with Wilmington Trust, National Association, as trustee and collateral agent. The Issuers expect to use the net proceeds to refinance a portion of the Term Loan B Facility, pay related fees and expenses, and for general corporate purposes. The Notes are guaranteed on a first lien senior secured basis by Restaurant Brands International Limited Partnership and certain of its wholly owned restricted subsidiaries. The same day, the Issuers, the Partnership and other guarantors entered into Amendment No. 10 to the Credit Agreement dated October 27, 2014. It reprices the Term Loan B Facility from Adjusted Term SOFR plus 2.25% to Adjusted Term SOFR plus 1.75% and reduces its outstanding principal from $5,912 million to $4,750 million, using a portion of the Notes proceeds. The Term Loan B maturity and other key terms are substantially unchanged, and the Notes are structurally subordinated to the non-guarantor subsidiaries of the Partnership. The Notes carry customary covenants limiting additional debt, liens, dividends, investments, asset sales and affiliate transactions. They are redeemable at a make-whole premium before June 15, 2026, and holders have a change of control put at 101% of principal. The filing also states that certain initial purchasers and their affiliates are lenders or agents under the Term Loan B Facility and will receive a portion of the Notes proceeds.

Jun 17, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Jun 7, 2024)

Restaurant Brands International Inc. (QSR) disclosed that on June 6, 2024, its subsidiaries 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) priced an offering of $1,200 million in aggregate principal amount of 6.125% First Lien Senior Secured Notes due 2029. The Notes were sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The offering was upsized by $200 million from the previously announced launch size of $1,000 million. The Notes are guaranteed on a senior secured basis by Restaurant Brands International Limited Partnership and by Holdings' wholly-owned subsidiaries that also guarantee the existing senior secured credit facilities. Closing is expected on or about June 17, 2024. The company expects to use the net proceeds to refinance a portion of the Issuers' existing term loan B facility due September 2030, pay related fees and expenses, and fund general corporate purposes. In connection with the offering, the term loan B facility is being repriced and downsized from $5,912 million at Adjusted Term SOFR plus 2.25% to $4,750 million at Adjusted Term SOFR plus 1.75%, with no change to its maturity. The company states the transactions are expected to be approximately neutral to net leverage and to result in annualized net interest savings.

Jun 7, 2024 8-K

Restaurant Brands International 8-K Report, Shareholder Vote Results (Jun 6, 2024)

Restaurant Brands International Inc. held its 2024 Annual Meeting of Shareholders on June 6, 2024. Shareholders elected all ten director nominees named in the management information circular and proxy statement, each to serve until the 2025 Annual Meeting. The directors who received the most votes for were Maximilien de Limburg Stirum (394,653,046 for) and Daniel S. Schwartz (394,911,858 for), while Alexandre Behring drew the largest number of votes against (27,647,362). Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, with 358,229,412 votes for and 38,094,581 against. They appointed KPMG LLP as auditors through the 2025 Annual Meeting and authorized the directors to fix the auditors' remuneration, with 384,932,402 votes for and 17,539,804 withheld. Shareholders did not approve any of the five shareholder proposals voted on. These covered water risk, antibiotics, disclosure of broiler KWIs and animal welfare metrics, plastic use, and requiring the Board Chair to be independent. Proposals 4, 5 and 9 were withdrawn by their proponents before the meeting.

Jun 6, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (May 16, 2024)

Restaurant Brands International Inc. (QSR) reported on May 16, 2024 that it completed its acquisition of Carrols Restaurant Group, Inc. (formerly NASDAQ: TAST) for $9.55 per share in cash, an aggregate total enterprise value of approximately $1.0 billion. Carrols is the largest Burger King franchisee in the United States, operating 1,023 Burger King restaurants in 23 states and 59 Popeyes restaurants in six states. RBI stated it will invest a further $500M to accelerate the reimaging of more than 600 Carrols restaurants before refranchising the majority of the acquired portfolio to new or existing smaller franchise operators over the next seven years. To fund the deal, subsidiaries of RBI entered into Incremental Facility Amendment No. 6 and Amendment No. 9 to their Credit Agreement, increasing the existing term loan B facility from $5,162 million outstanding to a $5,912 million term loan B facility on the same terms. Proceeds, together with cash on hand, were used to complete the acquisition, including payoff of Carrols' credit agreement and redemption and discharge of its outstanding 5.875% senior notes due 2029. The amendment also changed the interest rate on Canadian dollar loans to be based on Term CORRA and made no other material changes to the credit agreement. The filing is primarily a financing and transaction-completion disclosure. Investors should note the added debt load from the larger term loan, offset in part by the acquisition of a large Burger King franchise system that management plans to reimage and then refranchise.

May 16, 2024 8-K

Restaurant Brands International 8-K Report, Financial Results (Apr 30, 2024)

Restaurant Brands International Inc. filed this Form 8-K on April 30, 2024 to furnish its press release and supplemental financial and operational information for the three months ended March 31, 2024 (Exhibit 99). Consolidated system-wide sales rose 8.1% year-over-year to $10.51 billion, and consolidated comparable sales increased 4.6%, with net restaurant count up 3.9%. Total revenues were $1.74 billion versus $1.59 billion, income from operations was $544 million versus $447 million, and net income was $328 million versus $277 million. Diluted EPS was $0.72 versus $0.61, while Adjusted Diluted EPS was $0.73 versus $0.75. Adjusted Operating Income was $540 million, and the filing states it grew 7.7% organically. Adjusted Net Income declined to $331 million from $340 million, reflecting higher adjusted income tax expense and interest expense as well as unfavorable FX movements. Free cash flow was $122 million, and net debt was $12.32 billion, with Adjusted EBITDA Net Leverage at 4.8x. Cash and cash equivalents were $1.05 billion at quarter end. The filing also covers pending and planned activity: the Carrols Restaurant Group acquisition for an aggregate enterprise value of approximately $1.0 billion, expected to close in the second quarter of 2024 and financed with cash on hand and $750 million of additional Term Loan B debt. Burger King announced an extension of its Royal Reset remodel program with an additional $300 million planned from 2025 through 2028. RBI declared a $0.58 per share dividend for the second quarter of 2024 and reaffirmed its long-term outlook for 2024 to 2028.

Apr 30, 2024 10-Q

Restaurant Brands International Quarterly Report for Q1 Ended Mar 31, 2024

Restaurant Brands International Inc. (QSR) reported first-quarter 2024 results with total revenues of $1,739 million, up from $1,590 million in the first quarter of 2023, and net income of $328 million versus $277 million a year earlier. Net income attributable to common shareholders was $230 million, or $0.72 per diluted share, compared with $0.61 per diluted share in the prior-year period. Income from operations rose to $544 million from $447 million, and Adjusted Operating Income increased to $540 million from $505 million, with segment income higher in every segment. Consolidated system-wide sales grew 8.1% and comparable sales rose 4.6%, though both decelerated from 14.7% and 10.3% in the prior-year quarter. Cash flow from operations was $148 million, compared with $95 million a year earlier, and cash and cash equivalents ended the quarter at $1,049 million. Total debt, net was $12,907 million, and the company had $1,248 million of borrowing availability under its Revolving Credit Facility. Management cited commodity, labor and energy cost increases, rising interest rates, and a softer consumer environment as pressures on the business. The company did not repurchase shares in the quarter and had $500 million remaining under its authorization. The pending acquisition of Carrols Restaurant Group, announced January 16, 2024 at $9.55 per share in cash (an aggregate total enterprise value of approximately $1.0 billion), is expected to close in the second quarter of 2024 and will be funded with about $230 million of cash on hand and an additional $750 million of Term Loan B loans. A shareholder complaint filed on April 23, 2024 challenges the transaction, and the company intends to defend it vigorously.

Apr 30, 2024 8-K

Restaurant Brands International 8-K/A Report, Executive Changes (Apr 12, 2024)

Restaurant Brands International Inc. (QSR) filed this Form 8-K to report a leadership change in its finance function. On March 14, 2024, the company announced that its Board appointed Sami Siddiqui to succeed Matthew Dunnigan as Chief Financial Officer. The final terms of Mr. Dunnigan's separation and termination of employment were agreed as of April 9, 2024. Under his separation agreement (the "Dunnigan Agreement"), Mr. Dunnigan will be eligible for severance benefits upon termination of employment, including an amount equivalent to his annual base salary and one year of health and welfare benefits. He will also vest in an additional 30% of his 2020 performance stock units, in recognition of completing four years of the five-year vesting period. In exchange, he has confirmed post-employment restrictive covenants covering non-competition, non-solicitation and confidentiality, along with non-disparagement, non-interference with franchisee relations, and a release of claims in favor of the Company. For investors, the filing is primarily a management transition disclosure. It does not state Mr. Siddiqui's compensation or effective start date, and the full terms are in the separation agreement filed as Exhibit 10.56.

Apr 12, 2024 8-K

Restaurant Brands International 8-K Report, Executive Changes (Mar 14, 2024)

Restaurant Brands International Inc. (QSR) filed a Form 8-K on March 14, 2024 under Item 5.02 to announce senior leadership changes effective immediately. Sami Siddiqui was appointed Chief Financial Officer, succeeding Matthew Dunnigan, whose separation terms were still being finalized at filing. Thiago Santelmo was appointed President - International, succeeding David Shear, who will transition to an advisor role through March 1, 2025 and then separate from the company. The filing states Mr. Siddiqui's annual salary increases from $625,000 to $685,000, with his target bonus remaining at 130% of salary. Mr. Shear's annual base salary is set at CHF177,838, he will no longer participate in annual incentive programs, and he will receive a $42,000 lump sum in lieu of post-employment health and welfare benefits in exchange for restrictive covenants and a release of claims. The filing also attaches a press release stating that Jeff Klein was appointed President of Popeyes US and Canada, and that a new President of EMEA and Popeyes Chief Marketing Officer will be named later. For investors, the changes are framed by management as supporting long-term targets of at least 40,000 restaurants, $60 billion in system-wide sales and $3.2 billion in Adjusted Operating Income by 2028. The CFO transition is the most significant change for capital allocation and financial reporting, and the press release credits Mr. Dunnigan with securing a strong capital structure and a balanced capital allocation framework.

Mar 14, 2024 10-K

Restaurant Brands International Annual Report, Year Ended Dec 31, 2023

Restaurant Brands International Inc. (QSR) reported 2023 total revenues of $7.02 billion, up from $6.51 billion in 2022, and net income of $1.72 billion, compared with $1.48 billion in 2022. Income from operations rose to $2.05 billion, and Adjusted Operating Income, the company's new segment measure, reached $2.20 billion versus $2.08 billion. The company operated 31,070 restaurants in more than 120 countries and territories as of December 31, 2023, with system-wide sales of $42.89 billion, and nearly all restaurants are franchised. System-wide sales growth was 12.2% consolidated, led by TH at 11.0%, BK at 6.9%, PLK at 10.5%, FHS at 7.1% and INTL at 17.6%. The filing highlights a strategic shift toward company ownership of Burger King restaurants. The company agreed to acquire Carrols Restaurant Group for $9.55 per share, an aggregate enterprise value of approximately $1.0 billion, expected to close in the second quarter of 2024. The acquisition would bring roughly 1,020 Burger King and 60 Popeyes restaurants under company control, and the company plans to refranchise most of them over five to seven years. Total indebtedness was $13,043 million at year-end, and cash and cash equivalents were $1,139 million. Operating cash flow was $1,323 million in 2023, down from $1,490 million in 2022. Shareholder returns included $500 million of share repurchases in 2023 and a quarterly dividend of $0.58 per common share declared for the first quarter of 2024. The company is targeting $2.32 in declared dividends per share for 2024. Net income was boosted by a $265 million income tax benefit in 2023, driven by a $367 million increase in net deferred tax assets from intra-group reorganizations, so pre-tax income of $1.45 billion is the more comparable earnings measure.

Feb 22, 2024 8-K

Restaurant Brands International 8-K Report, Financial Results (Feb 13, 2024)

Restaurant Brands International Inc. reported full-year and fourth-quarter 2023 results on February 13, 2024, furnished as Exhibit 99. For 2023, system-wide sales grew 12.2% to about $42.89 billion, net restaurant growth was 3.9%, and income from operations rose to $2,051 million from $1,898 million. Net income increased to $1,718 million from $1,482 million, and diluted EPS was $3.76 versus $3.25. Adjusted Operating Income was $2,200 million, up 7.5% organically, and Adjusted Diluted EPS was $3.24 versus $3.14. Fourth-quarter consolidated comparable sales rose 5.8%, and Q4 system-wide sales grew 9.6%. Cash generation and leverage were also highlighted. Net cash provided by operating activities was $1,323 million and free cash flow was $1,203 million for 2023. Net debt was $12.25 billion, with Adjusted EBITDA net leverage of 4.8x, down from 5.1x. The company returned nearly $1.5 billion to shareholders in 2023 and declared a $0.58 quarterly dividend for Q1 2024, with a targeted 2024 total of $2.32 per share. The company also changed its segments to five reportable segments and changed its segment profit measure from Adjusted EBITDA to Adjusted Operating Income. Subsequent events include an agreement announced January 16, 2024 to acquire the outstanding Carrols Restaurant Group shares not already held, at $9.55 per share in cash, for an aggregate enterprise value of about $1.0 billion, with closing expected in the second quarter of 2024. Q4 Income from operations and net income were boosted by a $367 million increase in net deferred tax assets, which reduced the Q4 effective tax rate by 115.8%.

Feb 13, 2024 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Jan 16, 2024)

On January 16, 2024, Restaurant Brands International Inc. (RBI) furnished an 8-K announcing an agreement to acquire all Carrols Restaurant Group, Inc. shares it does not already hold for $9.55 per share in cash, an aggregate total enterprise value of approximately $1.0 billion. The price represents a 23.1% premium to Carrols' 30-day volume-weighted average price as of January 12, 2024 and a 13.4% premium to the January 12, 2024 closing price. Carrols is the largest Burger King franchisee in the United States, operating 1,022 Burger King restaurants in 23 states plus 60 Popeyes restaurants in six states, and generated approximately $1.8 billion of system sales in the twelve months ended September 30, 2023. Burger King plans to invest approximately $500 million, funded by Carrols' operating cash flow, to remodel about 600 acquired restaurants that are not currently considered modern image, and expects to refranchise the vast majority of the portfolio to smaller franchisee groups over five to seven years. RBI expects the transaction to be approximately neutral to Adjusted Earnings per Share, with net leverage increasing minimally and the company remaining on track to reach its previously stated net leverage target of mid-four times by the end of 2024. The deal is not subject to a financing contingency and is expected to be funded with cash on hand and term loan debt for which RBI has received a financing commitment. Closing is expected in the second quarter of 2024, subject to HSR antitrust clearance, a majority-of-the-minority stockholder vote, and other customary conditions. RBI and its affiliates already hold approximately 15% of Carrols' outstanding equity, and affiliates of Cambridge Franchise Holdings, representing about 17% of outstanding shares, have agreed to vote in favor. The transaction was negotiated by a special committee of independent Carrols directors, which includes a 30-day "go shop" period allowing Carrols to solicit alternative proposals. The investor presentation cites a 6.6x EV / 2024E EBITDA multiple based on CapIQ consensus estimates for 2024 Adjusted EBITDA, and shows Carrols' Adjusted EBITDA rising from $4.3 million in Q1 2022 to $41.9 million in Q3 2023, with trailing-twelve-month Adjusted EBITDA of $142.3 million as of Q3 2023.

Jan 16, 2024 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Jan 8, 2024)

Restaurant Brands International Inc. (filed as RBI; NYSE/TSX: QSR) furnished this Form 8-K on January 8, 2024 to announce revisions to its reportable segments and its segment income measure. Beginning with the fourth quarter and year ended December 31, 2023, RBI will report five segments: Tim Hortons (TH), Burger King (BK), Popeyes Louisiana Kitchen (PLK), Firehouse Subs (FHS), and International (INTL). The company said the change reflects how its Chief Operating Decision Maker manages resource allocation and performance assessment. RBI also replaced Adjusted EBITDA as its segment income measure with Adjusted Operating Income (AOI). Unlike Adjusted EBITDA, AOI includes depreciation and amortization (excluding franchise agreement amortization) as well as share-based compensation and non-cash incentive compensation expense. RBI will continue to report Adjusted EBITDA on a consolidated and segment basis for supplemental purposes. The filing states that these changes affect only the allocation of results across segments and do not restate previously reported consolidated financial statements or previously reported consolidated non-GAAP adjustments. Exhibit 99.2 contains unaudited trending schedules covering 11 quarters (Q1 2021 through Q3 2023) on the new segment basis, including system-wide sales, restaurant counts, segment P&L, AOI and Adjusted EBITDA. The filing states that RBI will report under the new segments with its fourth-quarter and full-year 2023 results, expected before market open on February 13, 2024.

Jan 8, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Jan 4, 2024)

On December 28, 2023, Restaurant Brands International Inc. disclosed that its subsidiaries 1011778 B.C. Unlimited Liability Company (Parent Borrower), 1013421 B.C. Unlimited Liability Company (Existing Holdings), Restaurant Brands International Limited Partnership (New Holdings), and 1013414 B.C. Unlimited Liability Company (Intermediate Holdings) entered into Amendment No. 8 to the Credit Agreement dated October 27, 2014. The amendment, with New Red Finance, Inc. as an additional Borrower and JPMorgan Chase Bank, N.A. as administrative agent, joins New Holdings and Intermediate Holdings as Parent Guarantors, applies the negative covenants under Article VII of the Credit Agreement to New Holdings and its Restricted Subsidiaries, and makes other changes set forth in the amendment. The filing reports this under Item 1.01 and Item 2.03 (Creation of a Direct Financial Obligation). On the same date, the Parent Borrower, New Red, New Holdings, Intermediate Holdings, and Existing Holdings entered into supplemental indentures with Wilmington Trust, National Association, as trustee and collateral agent. These join New Holdings, Intermediate Holdings, and Existing Holdings as guarantors under five series of senior secured notes and designate New Holdings as the "issuer" solely for purposes of specified covenants (Sections 3.2 through 3.8, 3.19 and 3.20) under each indenture. The notes covered are the 3.875% First Lien Senior Secured Notes due 2028, 5.75% First Lien Senior Secured Notes due 2025, 3.5% First Lien Senior Secured Notes due 2029, 4.375% Second Lien Senior Secured Notes due 2028, and 4.0% Second Lien Senior Secured Notes due 2030. The changes primarily affect the corporate structure of the borrowing and guarantor group rather than the company's operations. The filing states the amendments are summarized and qualified by the complete agreements, which are filed as Exhibits 10.10(n) and 4.19.

Jan 4, 2024 10-Q

Restaurant Brands International Quarterly Report for Q3 Ended Sep 30, 2023

Restaurant Brands International Inc. reported third-quarter 2023 net income of $364 million, down from $530 million a year earlier, and nine-month net income of $992 million versus $1,146 million. The decline was driven primarily by a $102 million income tax benefit in the prior-year quarter versus a $59 million expense this year, a $16 million loss on early extinguishment of debt tied to the September 2023 credit agreement amendment, and higher share-based compensation. Total revenues rose to $1,837 million for the quarter from $1,726 million, and Adjusted EBITDA increased to $698 million from $642 million, with segment income growing in all four brands: Tim Hortons, Burger King, Popeyes and Firehouse Subs. System-wide sales were $11,223 million for the quarter, up 10.9% on a consolidated basis, with comparable sales of 7.0%. Burger King's segment income rose to $298 million from $262 million, and Popeyes' rose to $75 million from $62 million. Cash and cash equivalents were $1,310 million at September 30, 2023, with $1,248 million of revolver availability. Operating cash flow for the nine months was $920 million, compared with $1,067 million a year earlier, reflecting higher interest payments and working capital use. In September 2023 the company amended its credit facilities, raising the revolver to $1,250 million, the Term Loan A to $1,275 million and the Term Loan B to $5,175 million, and extending maturities to 2028 and 2030. The board approved a new $1,000 million share repurchase authorization through September 30, 2025, and the company repurchased $142 million of shares in the quarter. Subsequent to quarter end, it repurchased $358 million more through October 31, 2023 and declared a quarterly dividend of $0.55 per share.

Nov 3, 2023 8-K

Restaurant Brands International 8-K Report, Financial Results (Nov 3, 2023)

Restaurant Brands International Inc. reported third quarter 2023 results on November 3, 2023, furnished as Exhibit 99. Consolidated system-wide sales increased 10.9% year-over-year to $11,223 million, and consolidated comparable sales rose 7.0%, with net restaurant growth of 4.2%. Total revenues were $1,837 million versus $1,726 million, while net income fell to $364 million from $530 million and diluted EPS was $0.79 versus $1.17. Adjusted EBITDA rose to $698 million from $642 million, and Adjusted Diluted EPS was $0.90 versus $0.96. The company said Adjusted EBITDA increased 9.3% organically, while Adjusted Diluted EPS decreased 5.6% organically. Management attributed the year-over-year decline in net income mainly to income tax expense in the current year versus a tax benefit in the prior year, along with FX movements, a loss on early extinguishment of debt, higher share-based compensation, and higher interest expense. Capital allocation was a major focus. The company repurchased approximately 2.1 million common shares for $142 million during the quarter, and a new $1,000 million repurchase authorization was approved on August 31, 2023, running through September 30, 2025. Subsequent to quarter end through October 31, 2023, it repurchased 5.5 million shares for $358 million, leaving $500 million remaining. The Board declared a fourth-quarter 2023 dividend of $0.55 per share. Net debt was $12.1 billion, with Adjusted EBITDA net leverage of 4.8x. During the quarter the Credit Agreement was amended to increase the revolver and term loans and extend maturities to 2028 and 2030. The filing also highlights Burger King's "Reclaim the Flame" plan, a $400 million investment over its life, of which $33 million toward Fuel the Flame and $45 million toward Royal Reset had been funded as of September 30, 2023. The filing notes that cost inflation, FX volatility, rising interest rates, and Middle East conflict could adversely affect the business.

Nov 3, 2023 8-K

Restaurant Brands International 8-K Report, Material Agreement (Sep 21, 2023)

Restaurant Brands International Inc. (QSR) reported in an 8-K filed September 21, 2023 that its subsidiaries entered into Amendment No. 7 to the Credit Agreement dated October 27, 2014, governing its senior secured credit facilities. The borrowers are 1011778 B.C. Unlimited Liability Company (Parent Borrower) and New Red Finance, Inc. (Subsidiary Borrower), with JPMorgan Chase Bank, N.A. as administrative agent. The amendment refinances and extends the company's existing borrowing capacity on the same security and guarantee terms as before. Under the 2023 Amendment, the Revolving Credit Facility increases from $1,000 million to $1,250 million, and its maturity extends from December 7, 2026 to September 21, 2028. The Term Loan A Facility increases from $1,234 million to $1,275 million, with the same maturity extension to September 21, 2028. The Term Loan B Facility increases from $5,163 million to $5,175 million, carries an increased interest rate of SOFR plus 225 basis points, and extends its maturity from November 19, 2026 to September 21, 2030. The amendment also removes the 10 basis point adjustment to the term SOFR rate across the facilities and loosens certain covenants to provide increased flexibility. The filing states that existing hedging arrangements, running generally through October 2028, remain in place and that the hedged proportion of floating rate exposure does not change in any material respect.

Sep 21, 2023 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Sep 11, 2023)

Restaurant Brands International Inc., a corporation organized under the laws of Canada, filed this Current Report on Form 8-K on September 11, 2023 under Item 7.01 (Regulation FD Disclosure). The company is conducting investor meetings to provide an overview of its international businesses and has posted a presentation for these meetings on the Investor Relations Events & Presentations section of its website. The filing itself contains no financial results, guidance, or quantitative metrics. Its substance is limited to notice that the presentation is available, and the information is furnished rather than filed, meaning it is not deemed filed for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated. For investors, the principal takeaway is management's focus on its international operations during this period of investor engagement. Investors seeking the substance of the discussion will need to review the posted presentation directly, as the filing does not summarize its content.

Sep 11, 2023 8-K

Restaurant Brands International 8-K Report, Material Agreement (Aug 18, 2023)

Restaurant Brands International Inc. (TSX/NYSE: QSR) disclosed in this Form 8-K filed August 18, 2023, that its selling shareholder, HL1 17 LP, an affiliate of 3G Capital Partners Ltd., has entered into an underwriting agreement with BofA Securities for a secondary offering of up to 7,136,149 common shares at $68.75 per share. The shares are being offered in connection with the exchange of an equal number of Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership into RBI common shares. The offering is expected to close on August 21, 2023, with the forward sale agreement and the exchange expected to settle on or before September 5, 2023. RBI itself will not sell any 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, since the units are canceled and an equal number of common shares are issued upon exchange. The 3G Funds have agreed, subject to certain exceptions, not to dispose of or hedge their common shares or exchangeable securities for 45 days after the offering date, and RBI and the selling shareholder agreed to indemnify the underwriter against certain liabilities. The filing also includes a legal opinion from Stikeman Elliott LLP on the validity of the shares (Exhibit 5.1) and two press releases dated August 16, 2023 (Exhibits 99.1 and 99.2) announcing the exchange notice, the commencement of the offering, and the pricing. Those press releases are furnished under Item 7.01 and are not deemed filed for purposes of Section 18 of the Exchange Act.

Aug 18, 2023 8-K

Restaurant Brands International 8-K Report, Financial Results (Aug 8, 2023)

Restaurant Brands International Inc. reported second quarter 2023 results for the three months ended June 30, 2023, furnished under Item 2.02 as Exhibit 99. Consolidated system-wide sales increased 14.0% year-over-year to $10,946 million, consolidated comparable sales rose 9.6%, and net restaurant growth was 4.1%. Total revenues were $1,775 million versus $1,639 million, net income was $351 million versus $346 million, and diluted EPS was $0.77 versus $0.76. Adjusted EBITDA reached $665 million, up 10.3% on an organic basis, and Adjusted Diluted EPS was $0.85, up 6.6% organically. Segment results were broadly positive. Tim Hortons Adjusted EBITDA rose to $290 million from $274 million, Burger King to $288 million from $270 million, Popeyes to $73 million from $61 million, and Firehouse Subs to $14 million from $13 million. The filing notes that Burger King's advertising expenses exceeded advertising revenues due to its "Fuel the Flame" investment, and that Burger King had funded $32 million toward Fuel the Flame and $35 million toward Royal Reset as of June 30, 2023, under a planned $400 million "Reclaim the Flame" investment. Balance sheet and cash flow metrics showed total debt of $13.3 billion, net debt of $12.1 billion, Net Income Net Leverage of 8.1x and Adjusted EBITDA Net Leverage of 4.9x. Net cash from operating activities for the six months was $487 million versus $669 million a year earlier, and LTM Free Cash Flow was $1,188 million. The board declared a quarterly dividend of $0.55 per common share and partnership exchangeable unit, payable October 4, 2023. The filing also cites ongoing macroeconomic pressures from commodity, labor, energy and inflation trends, and notes that Russia results are excluded from key metrics beginning in 2023.

Aug 8, 2023 10-Q

Restaurant Brands International Quarterly Report for Q2 Ended Jun 30, 2023

Restaurant Brands International Inc. reported second-quarter 2023 total revenues of $1.775 billion, up from $1.639 billion a year earlier, and net income of $351 million versus $346 million. Income from operations was $554 million compared with $541 million, and Adjusted EBITDA rose to $665 million from $618 million. Consolidated system-wide sales were $10.946 billion for the quarter, and consolidated comparable sales grew 9.6%. Six-month net income was $628 million, and diluted EPS was $1.37 versus $1.35 a year earlier. Operating cash flow fell to $487 million from $669 million for the six months, driven by higher interest and tax payments and greater working capital use. The company operates 30,125 restaurants across the Tim Hortons, Burger King, Popeyes and Firehouse Subs brands, with approximately 100% of system-wide restaurants franchised. Interest expense, net rose to $145 million in the quarter from $129 million, reflecting a weighted average interest rate on long-term debt of 4.9% versus 4.2%. Total debt, net was $12.901 billion at June 30, 2023, and cash and cash equivalents were $1.213 billion, with $998 million of borrowing availability under the Revolving Credit Facility. Management stated that cash flow from operations and revolver availability should be sufficient to meet obligations over the next twelve months. The filing also notes that the normal course issuer bid and share repurchase authorization were not renewed and will expire in August 2023, with $123 million remaining under the authorization at June 30, 2023. The board declared a quarterly dividend of $0.55 per common share payable October 4, 2023. A class action antitrust suit tied to Burger King franchise agreements was revived by an appellate court in August 2022 and remains pending, with the company unable to predict its outcome.

Aug 8, 2023