3G Restaurant Brands Holdings General Partner
Filed: 6 Sep 23, 7:30am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO § 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 19)*
Restaurant Brands International Inc.
(Name of Issuer)
Common Shares, without par value
(Title of Class of Securities)
76131D103
(CUSIP Number)
Jill Granat
General Counsel and Corporate Secretary
c/o Restaurant Brands International Inc.
226 Wyecroft Road
Oakville, Ontario L6K3X7
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
with a copy to:
Bradley Brown, Esq. 3G Capital, Inc. 600 Third Avenue 37th Floor New York, New York 10016 (212) 893-6727 | Joshua N. Korff P.C., Esq. Michael Kim P.C., Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
September 5, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| * | information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes’). |
| 1. | Names of Reporting Persons
3G Restaurant Brands Holdings General Partner Ltd. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
USA | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
123,312,485 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
123,312,485 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
123,312,485(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
28.3%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents 123,312,485 Common Shares acquirable in respect of 123,312,485 Exchangeable Units held by the Reporting Persons. See Item 4. |
| (2) | Calculated based on (i) 312,283,429 Common Shares outstanding as of August 1, 2023 as reported on the Issuer’s Form 10-Q filed on August 8, 2023 and (ii) 123,312,485 Common Shares issuable in respect of 123,312,485 Exchangeable Units held by the Reporting Persons. See Item 4. |
| 1. | Names of Reporting Persons
3G Restaurant Brands Holdings LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
123,312,485 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
123,312,485 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
123,312,485(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
28.3%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 123,312,485 Common Shares acquirable in respect of 123,312,485 Exchangeable Units held by the Reporting Persons. See Item 4. |
| (2) | Calculated based on (i) 312,283,429 Common Shares outstanding as of August 1, 2023 as reported on the Issuer’s Form 10-Q filed on August 8, 2023 and (ii) 123,312,485 Common Shares issuable in respect of 123,312,485 Exchangeable Units held by the Reporting Persons. See Item 4. |
Explanatory Note:
This Amendment No. 19 to the initial Statement on Schedule 13D, filed on December 22, 2014 (the “initial Schedule 13D”), as amended by Amendment No. 1, filed on September 25, 2015, Amendment No. 2, filed on December 7, 2015, Amendment No. 3, filed on December 16, 2015, Amendment No. 4, filed on November 1, 2017, Amendment No. 5, filed on November 13, 2017, Amendment No. 6, filed on November 17, 2017, Amendment No. 7, filed on October 30, 2018, Amendment No. 8, filed on November 8, 2018, Amendment No. 9, filed on August 13, 2019, Amendment No. 10, filed on September 3, 2019, Amendment No. 11, filed on September 6, 2019, Amendment No. 12, filed on September 26, 2019, Amendment No. 13, filed on September 14, 2020, Amendment No. 14, filed on August 6, 2021, Amendment No. 15, filed on August 25, 2021, Amendment No. 16, filed on February 28, 2023, Amendment No. 17, filed on March 17, 2023, and Amendment No. 18, filed on August 17, 2023 (as amended, the “Schedule 13D”), amends and restates, where indicated, the Schedule 13D relating to the Common Shares of Restaurant Brands International Inc. (the “Issuer”) by: (i) 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company (“3G RBH GP”); and (ii) 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (“3G RBH”). Capitalized terms used in this Amendment No. 19 and not otherwise defined herein have the meanings given to them in the initial Schedule 13D.
As previously disclosed, pursuant to the terms of the Partnership Agreement, 3G RBH delivered to Restaurant Brands International Limited Partnership (“RBI LP”) an exchange notice to exchange in aggregate 7,136,149 Exchangeable Units of RBI LP, referred to herein as the “August 2023 Exchange.” The August 2023 Exchange was effected on September 5, 2023.
On September 5, 2023, HL1 17 LP, an affiliate of the Reporting Persons (“HL1”), settled the previously announced forward sale contract, dated as of August 16, 2023, with BofA Securities, Inc. with respect to 7,136,149 common shares (the “Common Shares”) of the Issuer as described in further detail in Item 6 of this Amendment (the “Forward Contract”).
This Amendment is being filed primarily to provide additional detail about the Forward Contract.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended to add the following language:
As previously disclosed, 3G RBH delivered to RBI LP an exchange notice to exchange 7,136,149 Exchangeable Units held by 3G RBH. The exchange notice became irrevocable on August 16, 2023 with respect to 7,136,149 Exchangeable Units. As announced by the Issuer on August 16, 2023, upon receipt of the exchange notice, the Issuer, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the August 2023 Exchange by issuing 7,136,149 Common Shares in exchange for 7,136,149 Exchangeable Units. The August 2023 Exchange was effected on September 5, 2023
On September 5, 2023, HL1 delivered 7,136,149 Common Shares to BofA Securities, Inc. pursuant to the Forward Contract in exchange for a cash payment.
The Reporting Persons continue to hold 123,312,485 Exchangeable Units, for which they have not submitted any exchange notice.
Except as set forth in this Schedule 13D and in connection with the August 2023 Exchange, the Forward Contract and the other transactions discussed herein, the Reporting Persons have no plan or proposals that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and (b) of the Schedule 13D are hereby amended and replaced in their entirety with the following language:
(a) and (b)
As a result of the consummation of the Transactions, the Partnership Agreement, the Voting Trust Agreement and the subsequent transactions discussed herein, 3G RBH GP and 3G RBH beneficially own and may be deemed to have shared voting and dispositive power with respect to 123,312,485 Exchangeable Units. All Common Share and Exchangeable Unit numbers and percentages are based on (i) 312,283,429 Common Shares outstanding as of August 1, 2023, according to information provided by the Issuer on its Form 10-Q filed on August 8, 2023 and (ii) 123,312,485 Common Shares that would be issued upon exchange of the 123,312,485
Exchangeable Units as held by the Reporting Persons, and after giving effect to the transactions discussed herein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person, other than, solely with respect to the Exchangeable Units acquired in the Transactions by 3G RBH that it is the beneficial owner of any of the Exchangeable Units or Common Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Except as set forth in this Item 5(a), none of the Reporting Persons and, to the knowledge of the Reporting Persons, no person named in Schedule A, beneficially owns any Common Shares.
The information set forth in Item 2 is incorporated by reference into this Item 5(b).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On September 5, 2023, HL1 settled the Forward Contract with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligated HL1 to deliver to the buyer up to 7,136,149 Common Shares (the “Forward Shares”) on the maturity date of September 5, 2023 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract in exchange for a cash payment equal to a price per Forward Share of $68.75 multiplied by a factor of (1+(an overnight bank funding rate minus a negotiated spread)) on each day that the Forward Contract was outstanding.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 6, 2023
| 3G RESTAURANT BRANDS HOLDINGS GENERAL PARTNER LTD. | ||
| By: | /s/ Flavio Montini | |
| Name: | Flavio Montini | |
| Title: | Authorized Signatory | |
| 3G RESTAURANT BRANDS HOLDINGS LP | ||
| By: | /s/ Flavio Montini | |
| Name: | Flavio Montini | |
| Title: | Authorized Signatory | |