Restaurant Brands International Inc. Affirms 8.15 Million Unit Repurchase and Announces Secondary Offering of Common Shares Issued Upon Settlement of Exchange Notices

OAKVILLE, ON, Dec. 9, 2015 /CNW/ - Restaurant Brands International Inc. ("RBI") (TSX:QSR; NYSE:QSR) announced today that Holdings L115 LP intends to offer 17,542,410 common shares of RBI in underwritten public offerings in the United States and Canada (the "Offering"). The Offering consists entirely of secondary shares received by the selling shareholder upon exchange of units of Restaurant Brands International Limited Partnership ("RBI LP"). RBI will not sell any shares in the Offering and will not receive any proceeds from the Offering. As previously announced, RBI LP has elected to repurchase 8.15 million of the RBI LP units submitted for exchange for approximately $300 million in excess cash. 

Morgan Stanley will serve as sole book-running manager in the Offering.

A shelf registration statement and a base shelf prospectus relating to the shares have been filed with the U.S. Securities and Exchange Commission ("SEC") and the securities regulatory authorities (the "CSA") in each of the provinces and territories of Canada (other than Quebec), respectively, and have become effective. Prospectus supplements describing the details of the Offering will be filed with the SEC and CSA on or around December 10, 2015. Before you invest, you should read the prospectuses and other documents filed and to be filed by RBI with the SEC and CSA for more complete information about RBI, the selling shareholder and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by visiting the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") website at www.sedar.com. Alternatively, copies of the prospectus supplements and accompanying prospectuses, when available, may be obtained from Morgan Stanley at Morgan Stanley, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014.

The Offering of these securities will be made only by means of the prospectus supplements and the accompanying prospectuses. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Restaurant Brands International
Restaurant Brands International Inc. ("RBI") is one of the world's largest quick service restaurant companies with over $23 billion in system-wide sales and over 19,000 restaurants in approximately 100 countries and U.S. territories. RBI owns two of the world's most prominent and iconic quick service restaurant brands – TIM HORTONS® and BURGER KING®. These independently operated brands have been serving their respective guests, franchisees and communities for over 50 years.

Forward-Looking Statements
This press release includes certain forward-looking statements, which are often identified by the words "may", "will" or similar expressions and reflect management's expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties. These forward-looking statements may include statements about RBI's expectations regarding its confidence in its business. The factors that could cause actual results to differ materially from RBI's expectations are detailed in filings of RBI with the U.S. Securities and Exchange Commission and the securities regulatory authorities in each province and territory of Canada, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: risks related to RBI's ability to successfully implement its domestic and international growth strategy; and risks related to RBI's ability to compete domestically and internationally in an intensely competitive industry. Other than as required under U.S. federal securities laws or Canadian securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, change in expectations or otherwise.

SOURCE Restaurant Brands International

Investors: Andrea John, Investor Relations, [phone]; [email protected]; Media: Patrick McGrade, Corporate Affairs, [phone], [email protected]