Restaurant Brands International Inc.’s $1.27 Billion Forward Sale Agreement

Davis Polk acted as counsel to the underwriter, forward seller and forward purchaser in connection with the execution of a forward sale agreement with HL1 17 LP.

The offering relates to shares that the Selling Shareholder will receive upon exchange of an equal number of Class B exchangeable limited partnership units in Restaurant Brands International Limited Partnership, which is expected to close on or before September 23, 2019. The net proceeds of the offering to the Selling Shareholder are expected to be approximately $1.27 billion.

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

Morgan Stanley Senior Funding, Inc. (“MSSF”), Wells Fargo Securities, LLC (“WF Securities”), Barclays Bank PLC (“Barclays”) and Royal Bank of Canada (“RBC”) acted as joint lead arrangers and joint bookrunners. MSSF, WF Securities, RBC and Barclays acted as Co-Syndication Agents, and BofA Securities, Inc., Bank of Montreal, Coöperatieve Rabobank U.A., New York Branch, HSBC Bank USA, National Association, MUFG Bank, Ltd, BNP Paribas, acted through its Canada Branch, Capital One, National Association, Citibank, N.A., Fifth Third Bank, Goldman Sachs Bank USA, SunTrust Bank and The Bank of Nova Scotia acted as Co-Documentation Agents in connection with the Incremental Revolving Credit Commitments provided pursuant to this Amendment.

The Davis Polk capital markets team included partner Marcel Fausten (Picture) and associate John H. Runne. The equity derivatives team included partner Mark M. Mendez and counsel Faisal Baloch. The tax team included partner Patrick E. Sigmon. The intellectual property and technology team included partner Pritesh P. Shah and associate Gianna C. Walton. The environmental team included counsel David A. Zilberberg and associate Michael Comstock.

Involved fees earner: Faisal Baloch – Davis Polk & Wardwell; Michael Comstock – Davis Polk & Wardwell; Marcel Fausten – Davis Polk & Wardwell; Mark Mendez – Davis Polk & Wardwell; John Runne – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell; Gianna Walton – Davis Polk & Wardwell; David Zilberberg – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Bank of America Securities; Bank of Montreal; Barclays Bank; BNP Paribas; Capital One; Citibank; Coöperatieve Rabobank; Fifth Third Bank; Goldman Sachs & Co.; HSBC Bank USA; Morgan Stanley Senior Funding, Inc.; MUFG Bank, Ltd.; Royal Bank of Canada; SunTrust Banks, Inc.; The Bank of Nova Scotia; Wells Fargo Securities;