Form 4: 3G Restaurant Brands Holdings Executes Exchange and Forward Sale Contract for Restaurant Brands International Shares

3G Restaurant Brands Holdings is exchanging exchangeable units for common shares of Restaurant Brands International and entering into a forward sale contract to sell those shares.

Summary

• 3G Restaurant Brands Holdings LP ('3G RBH') delivered an exchange notice to Restaurant Brands International Limited Partnership ('RBI LP') to exchange 6,528,013 exchangeable units.
• RBI, as general partner of RBI LP, elected to satisfy the exchange by issuing 6,528,013 common shares in exchange for the exchangeable units.
• The exchange notice became irrevocable on August 12, 2024, and the exchange will be completed on or before August 30, 2024.
• HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. ('HL1'), entered into a forward sale contract with BofA Securities, Inc. on August 12, 2024.
• The forward sale contract obligates HL1 to deliver up to 6,528,013 common shares of RBI on August 30, 2024, or an earlier date elected by HL1.
• HL1 will receive a cash payment based on a price per share of $68.31 multiplied by a factor related to overnight bank funding rates.

Sentiment

Score: 6

Explanation: The document describes a planned transaction, not necessarily positive or negative, but indicative of a strategic financial move by a major shareholder. The sentiment is neutral to slightly positive as it represents active portfolio management.

Future Outlook

The exchange of units and the forward sale contract are expected to be completed by August 30, 2024.

Industry Context

This transaction reflects a significant shareholder adjusting their position in Restaurant Brands International, potentially to realize gains or manage their investment portfolio.

Comparison to Industry Standards

• Forward sale contracts are a common tool used by large shareholders to monetize their holdings while minimizing market impact.
• Similar transactions have been executed by other major shareholders in the restaurant industry, such as Berkshire Hathaway's reduction in its stake in Kraft Heinz through similar derivative strategies.

Stakeholder Impact

• The transaction could have a minor impact on the market price of RBI shares, particularly around the settlement date of the forward sale contract.
• The exchange of units for shares will increase the number of outstanding common shares.

Next Steps

• Completion of the exchange of exchangeable units for common shares on or before August 30, 2024.
• Settlement of the forward sale contract on August 30, 2024, or an earlier date elected by HL1.

Key Dates