3G Capital Affiliate Amends Restaurant Brands Stake Filing

TL;DR

3G Capital affiliate updated their Restaurant Brands filing, no new $$ mentioned.

AI Summary

On August 30, 2024, 3G Restaurant Brands Holdings General Partner Ltd. filed an amendment (Amendment No. 21) to its Schedule 13D/A regarding Restaurant Brands International Inc. The filing indicates a change in the group members, specifically listing 3G Restaurant Brands Holdings General Partner Ltd. and 3G Restaurant Brands Holdings LP. The filing does not disclose specific dollar amounts or shareholdings in this amendment.

Why It Matters

This filing updates information regarding significant beneficial ownership of Restaurant Brands International, which could signal changes in the investment strategy or influence of major shareholders.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D/A often indicate changes in a significant shareholder's holdings or intentions, which can impact stock price and corporate strategy.

Key Players & Entities

• 3G Restaurant Brands Holdings General Partner Ltd. (company) — Filing entity
• 3G Restaurant Brands Holdings LP (company) — Group member
• Restaurant Brands International Inc. (company) — Subject company
• 3G CAPITAL INC. (company) — Address provider

FAQ

Key Financial Figures

• $68.31 m — t equal to a price per Forward Share of $68.31 multiplied by a factor of (1+(an overnigh

Filing Documents

• eh240525521_13da21-qsr.htm (SC 13D/A) — 50KB
• 0000950142-24-002302.txt ( ) — 52KB

Purpose of Transaction

Item 4. Purpose of Transaction.

of Schedule 13D is hereby amended to add the following

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 6,528,013 Exchangeable Units held by 3G RBH. The exchange notice became irrevocable on August 12, 2024 with respect to 6,528,013 Exchangeable Units. As announced by the Issuer on August 12, 2024, 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 2024 Exchange by issuing 6,528,013 Common Shares in exchange for 6,528,013 Exchangeable Units. The August 2024 Exchange was effected on August 30, 2024. On August 30, 2024, HL1 delivered 6,528,013 Common Shares to BofA Securities, Inc. pursuant to the Forward Contract in exchange for a cash payment. The Reporting Persons continue to hold 116,784,472 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 2024 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. CUSIP No. 76131D103 SCHEDULE 13D Page 5 of 6

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a) and (b) of the Schedule 13D are hereby amended and

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 116,784,472 Exchangeable Units. All Common Share and Exchangeable Unit numbers and percentages are based on (i) 317,025,113 total Common Shares outstanding as of August 1, 2024, as reported on the Issuer’s Form 10-Q filed on August 8, 2024 and (ii) 116,784,472 Common Shares that would be issued upon exchange of the 116,784,472 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).

Contracts, Arrangements, Understandings or Relationships

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 August 30, 2024, 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 6,528,013 Common Shares (the “Forward Shares”) on the scheduled settlement date of August 30, 2024 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 $68.31 multiplied by a factor of (1+(an overnight bank funding rate minus a negotiated spread)) on each day that the Forward Contract was outstanding. CUSIP No. 76131D103 SCHEDULE 13D Page 6 of 6 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: August 30, 2024 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

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