Pershing Square Amends RBI Stake Filing

TL;DR

Ackman's Pershing Square updated its RBI filing, watch for changes.

AI Summary

Pershing Square Capital Management, L.P., led by William A. Ackman, has filed an amendment to its Schedule 13D on July 18, 2024, regarding its holdings in Restaurant Brands International Inc. The filing indicates a change in the group members associated with Pershing Square, including Pershing Square Holdco GP, LLC and Pershing Square Holdco, L.P. No specific changes in share ownership or dollar amounts were detailed in this amendment.

Why It Matters

This amendment signals ongoing activity and potential strategic adjustments by a significant activist investor in Restaurant Brands International, which could influence future company decisions.

Risk Assessment

Risk Level: medium — Changes in filings by activist investors like Pershing Square can precede significant market movements or strategic shifts in the target company.

Key Players & Entities

• Pershing Square Capital Management, L.P. (company) — Filing entity
• William A. Ackman (person) — Key figure associated with Pershing Square
• Restaurant Brands International Inc. (company) — Subject company
• Pershing Square Holdco GP, LLC (company) — Group member
• Pershing Square Holdco, L.P. (company) — Group member

FAQ

Filing Documents

• d869146dsc13da.htm (SC 13D/A) — 107KB
• d869146dex991.htm (EX-99.1) — 7KB
• d869146dex996.htm (EX-99.6) — 6KB
• 0001193125-24-181174.txt ( ) — 123KB

of the Schedule 13D is hereby replaced with the following information

Item 1 of the Schedule 13D is hereby replaced with the following information: This statement on Schedule 13D relates to the Common Stock of Restaurant Brands International Inc., a corporation continued under the laws of Canada (the Issuer ). The principal executive offices of the Issuer are located at 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 2A2. The Reporting Persons (as defined below) beneficially own, in the aggregate, 27,085,095 shares of Common Stock (the Subject Shares ), which number includes: (i) 23,142,542 shares of Common Stock, and (ii) 3,942,553 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership (the Exchangeable Units ). The Subject Shares represent approximately 8.5% of the outstanding shares of Common Stock based on 316,382,439 shares of Common Stock outstanding as of April 23, 2024, as reported in the Issuers Form 10-Q filed on April 30, 2024 for the quarter ended March 31, 2024 (the Form 10-Q), plus 3,942,553 shares of Common Stock issuable on exchange of Exchangeable Units. Mr. Ackman, in the case of sole voting and dispositive power, beneficially owns 3,561,548 shares of Subject Shares (the Ackman Subject Securities ), as further detailed in the footnotes to the cover pages. Item2. Identity and Background

of the Schedule 13D is hereby replaced with the following information

Item 1 of the Schedule 13D is hereby replaced with the following information: (a), (f) This statement is being filed by: (i) PSCM; (ii) PS Holdco; (iii) PS Holdco GP; (iv) ManagementCo; and (v) William A. Ackman, a citizen of the United States of America (together with Pershing Square, PS Holdco, PS Holdco GP and ManagementCo, the Reporting Persons ). The Reporting Persons entered into a joint filing agreement, dated as of July 18, 2024, a copy of which is filed herewith as Exhibit 99.1. (b) The address of the principal business and principal office of each of the Reporting Persons is 787 Eleventh Avenue, 9th Floor, New York, New York 10019. (c) PSCMs principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership ( PS LP), Pershing Square International, Ltd., a Cayman Islands exempted company ( PS I), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ( PSH and together with PSLP and PSI, the Pershing Square Affiliated Funds ). PS Holdcos principal business is primarily to serve as a holding company for the business of PSCM. PS Holdco GPs principal business is to serve as the sole general partner of PS Holdco. ManagementCos principal business is to serve as the sole member of PS Holdco GP and other Pershing Square entities. The principal occupation of William A. Ackman is to serve as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo. The name, business address, present principal occupation and citizenship of each member of ManagementCo are set forth in Schedule I hereto and are incorporated herein by reference. (d), (e) During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemean

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View this SC 13D/A filing on SEC EDGAR