Early Warning Reporting for Restaurant Brands International Limited Partnership and Restaurant Brands International Inc.

NEW YORK, Dec. 7, 2015 /CNW/ - In furtherance of the internal restructuring of 3G Restaurant Brands Holdings LP ("3G RBH") on September 24, 2015 (the "Initial Internal Transactions"), 3G Restaurant Brands Holdings General Partner Ltd. ("3G RBH GP") formed Holdings L115 LP ("Holdings 1") and Holdings L215 LP ("Holdings 2") and 3G RBH transferred 17,542,410 exchangeable units and 8,150,003 exchangeable units of Restaurant Brands International Limited Partnership ("RBI LP") to Holdings 1 and Holdings 2, respectively (the "Internal Restructuring"). 

3G RBH delivered to RBI LP exchange notices to exchange those exchangeable units held by 3G RBH that were subsequently transferred to Holdings 1 and Holdings 2 in connection with the Internal Restructuring (the "Exchange").  The units represented by the exchange notices do not include any exchangeable units of RBI LP owned directly or indirectly by the partners of 3G Capital Partners.  Restaurant Brands International Inc. ("RBI"), in its capacity as general partner of RBI LP, elected to satisfy the Exchange by issuing to Holdings 1 17,542,410 common shares of RBI in exchange for Holdings 1's 17,542,410 exchangeable units of RBI LP (the "Converted Shares") and repurchasing 8,150,003 exchangeable units of RBI LP for cash from Holdings 2.  The Exchange will be effected at the close of business on December 14, 2015.  Holdings 2's exchangeable units will be repurchased for a cash amount based on the 20-day volume weighted average trading price of the RBI common shares on the NYSE in US dollars, per the terms of the limited partnership agreement.  As of December 7, 2015, the closing price of RBI common shares on the NYSE was US$35.48 per share (or Cdn.$47.93 per share using the Bank of Canada's noon rate).

Holdings 1 currently intends to sell the Converted Shares from time to time in one or more transactions, including registered or prospectus offerings, open market sales or privately negotiated transactions, in their discretion, based on market conditions and other factors that they may deem relevant.  No assurances can be made as to the timing of any sale of Converted Shares or that any such transaction will occur at all.

Following the Internal Restructuring, 3G RBH continues to own 218,166,502 exchangeable units of RBI LP (representing approximately 91.15% of the outstanding exchangeable units) or, on an exchanged basis, 218,166,502 common shares of RBI, representing approximately 49.79% of RBI's outstanding common shares (47.50% on a fully-diluted basis).  The Converted Shares represent approximately 7.97% of RBI's outstanding common shares.  3G RBH has not submitted, and has no present plan or proposal to submit, an exchange notice regarding its remaining exchangeable units.  On an exchanged basis, the exchangeable units of RBI LP beneficially owned by 3G RBH GP (through 3G RBH and Holdings 1) would represent 235,708,912 common shares of RBI, or approximately 53.80% of RBI's outstanding common shares (51.32% on a fully-diluted basis). 

Additional details can be found in the early warning report to be filed by 3G RBH GP pursuant to Canadian securities laws under the SEDAR profiles of RBI and RBI LP at www.sedar.com.  From time to time, 3G RBH GP, 3G RBH or Holdings 1 may acquire or dispose of securities of RBI or RBI LP depending upon a number of factors, including but not limited to general market and economic conditions and other available investment opportunities.

An address for 3G RBH GP, 3G RBH, Holdings 1 and Holdings 2 is:

c/o 3G Capital, Inc.
600 Third Avenue, 37th Floor
New York, New York  10016

SOURCE 3G Restaurant Brands Holdings General Partner Ltd.

For further information: Brunswick Group, Steve Lipin, (212) 333-3810

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3G Restaurant Brands Holdings General Partner Ltd.

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