Item 1.01. Entry into a Material Definitive Agreement.



On August 5, 2021, Restaurant Brands International Inc. ("RBI" or the "Company")
entered into an underwriting agreement (the "Underwriting Agreement") with
Morgan Stanley & Co. LLC as the underwriter (the "Underwriter"), HL1 17 LP (the
"Selling Shareholder"), an affiliate of 3G Capital Partners LP ("3G Capital"),
as the selling shareholder, and Morgan Stanley & Co. LLC as the forward seller
and forward purchaser (in both roles, the "Forward Counterparty") relating to
the sale of 9,608,744 common shares (the "Shares") of RBI, no par value (the
"Common Shares") to the Underwriter (the "Offering"). The Offering relates to
Common Shares that the Selling Shareholder will receive upon exchange of an
equal number of Class B exchangeable limited partnership units (the "Partnership
exchangeable units") in Restaurant Brands International Limited Partnership
("RBI LP"), which is expected to close on or before August 24, 2021 (the
"Exchange"). RBI will not sell any Common Shares in the Offering and will not
receive any proceeds from the sale of the Shares in the Offering.

Pursuant to the Underwriting Agreement, the Forward Counterparty agreed to sell
9,608,744 Common Shares to the Underwriter, at a price of $63.72 per Common
Share, subject to the terms and conditions set forth therein. In connection with
the Offering, the Selling Shareholder entered into a forward sale agreement (the
"Forward Sale Agreement") with the Forward Counterparty with respect to an
aggregate of 9,608,744 Common Shares (the "Forward Shares"). In connection with
the Forward Sale Agreement, the Forward Counterparty or its affiliates agreed to
borrow an aggregate of 9,608,744 Common Shares from third parties that will be
delivered to the Underwriter in the Offering. The Selling Shareholder is
expected to physically settle the Forward Sale Agreement by delivering to the
Forward Counterparty the Common Shares received upon the Exchange. Upon
settlement of the Forward Sale Agreement, the Selling Shareholder will receive,
in cash, $63.72 per Common Share, subject to certain adjustments as provided in
the Forward Sale Agreement. The settlement of the Forward Sale Agreement is
expected to occur on or before August 24, 2021.

The Offering is expected to close on August 9, 2021. After giving effect to the
Exchange and the settlement by the Selling Shareholder of the Forward Shares
with the Forward Counterparty, 3G Restaurant Brands Holdings LP ("3G RBH") will
hold approximately 28.7 % of the combined voting power with respect to RBI.

Pursuant to the terms of the Underwriting Agreement, the Selling Shareholder, 3G
RBH and an affiliate of 3G RBH (the "3G Funds") have agreed with the
Underwriter, subject to certain exceptions, not to dispose of or hedge any of
their Common Shares or securities convertible into or exchangeable for Common
Shares during the period from the date of the Offering, continuing through the
date 45 days thereafter, except with the prior written consent of the
Underwriter. RBI has also agreed to impose and enforce the restrictions
applicable to the 3G Funds set forth above with respect to each of its directors
affiliated with the 3G Funds. In addition, RBI and the Selling Shareholder have
agreed to indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments the Underwriter may be required to make in respect of those
liabilities.

A copy of the opinion of Stikeman Elliott LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure



On August 4, 2021, RBI issued a press release regarding the receipt of an
exchange notice related to Partnership exchangeable units of RBI LP, the intent
to satisfy the exchange notice with the delivery of Common Shares and the
commencement of the Offering. On August 5, 2021, RBI issued a press release
announcing the pricing of the Offering. Copies of the press releases are
attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form
8-K.

The information in this Item 7.01 as well as the press releases attached as
Exhibits 99.1 and 99.2 is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of such section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.




--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits



   Exhibit                                              Description

Number


                       Underwriting Agreement, dated August 5, 2021, by and

among RBI, Morgan Stanley &


     1.1             Co. LLC as underwriter, HL 1 17 LP as selling

shareholder, and Morgan Stanley &


                     Co. LLC as forward seller and forward purchaser.
     5.1               Opinion of Stikeman Elliot LLP.
     23.1              Consent of Stikeman Elliot LLP (included in Exhibit 5.1).
     99.1              Press release issued by the Company on August 4, 2021.
     99.2              Press release issued by the Company on August 5, 2021.
     104             Cover Page Interactive Data File - the cover page XBRL

tags are embedded within


                     the Inline XBRL document

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses