Restaurant Brands International Inc.’s $1.74 Billion Common Shares Offering

Davis Polk advised Morgan Stanley, with acted as underwriter, forward seller and forward purchaser in connection with the execution of a forward sale agreement with HL1 17 LP (the “Selling Shareholder”), an affiliate of 3G Capital Partners Ltd relating to the sale of 24,000,000 common shares of Restaurant Brands International Inc. (“RBI”), no par value.

In connection with the forward sale agreement, the forward counterparty borrowed an equal number of shares from third parties and will sell these shares to itself, as underwriter of an SEC-registered secondary offering of such shares. 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 August 29, 2019. The net proceeds of the offering to the Selling Shareholder are expected to be approximately $1.74 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.

The Davis Polk capital markets team included partner Marcel Fausten (Picture) and associates John H. Runne and Annie Li. 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 Jesse L. Hallock. 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; Jesse Hallock – Davis Polk & Wardwell; Annie Li – Davis Polk & Wardwell; Mark Mendez – Davis Polk & Wardwell; John Runne – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell; David Zilberberg – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Morgan Stanley;