Early Warning Reporting for Restaurant Brands International Inc.
Dec 22, 2017, 18:59 ET
OMAHA, NE, Dec. 22, 2017 /CNW/ - Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) ("Berkshire") announced today that Restaurant Brands International Inc. (the "Issuer") completed a redemption (the "Redemption") of all 68,530,939 issued and outstanding Class A 9.00% Cumulative Compounding Perpetual Voting Preferred Shares (the "Class A Preferred Shares") of the Issuer, all of which were beneficially owned by Berkshire, on December 12, 2017. The Class A Preferred Shares were beneficially owned by Berkshire through its wholly-owned subsidiary, Columbia Insurance Company.
The Class A Preferred Shares were redeemed in accordance with the provisions of the Class A Preferred Shares set out in the Issuer's articles of amendment ("Articles"), which provide that in connection with such redemption, each holder of Class A Preferred Shares is entitled to receive a cash payment equal to the sum of (i) US$48.109657 per Class A Preferred Share, plus (ii) the accrued and unpaid dividends on each Class A Preferred Share, including any and all Past Due Dividends (as defined in the Articles) and Additional Dividends (as defined in the Articles) on such Past Due Dividends, in each case, whether or not declared, to the Redemption Date (as defined in the Articles), plus or minus (iii) any unpaid Make Whole Dividends (as defined in the Articles) for all prior fiscal years, all Past Due Dividends in respect of any Make Whole Dividends and all Additional Dividends, in each case, whether or not declared. The redemption price may be reduced in the event the Make Whole Dividends calculation (made in accordance with the Articles) results in an amount less than zero.
Prior to the Redemption, Berkshire beneficially owned 100% of the Class A Preferred Shares, which represented approximately 12.85% of the total number of votes attached to all outstanding voting shares of the Issuer and 14.44% when the Class A Preferred Shares were aggregated with the 8,438,225 common shares ("Common Shares") of the Issuer that Berkshire beneficially owns.
Following the Redemption, Berkshire does not own any Class A Preferred Shares but will continue to beneficially own 8,438,225 Common Shares, which represented approximately 3.55% of the outstanding Common Shares and 1.82% of the total number of votes attached to all outstanding voting shares of the Issuer.
The Redemption was completed by the Issuer in accordance with the provisions of the Class A Preferred Shares. The Common Shares will be held for investment purposes. Berkshire will evaluate its investment in the Issuer from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require pursuant to market transactions, private agreements, or otherwise, in each case in accordance with applicable securities laws.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under the Issuer's profile on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters. A copy of such report may be obtained by contacting Marc D. Hamburg, Senior Vice President and Chief Financial Officer at (402) 346-1400. Berkshire is located at 3555 Farnam Street, Suite 1440, Omaha, NE 68131. The Issuer is located at 226 Wyecroft Road, Oakville, Ontario, L6K 3X7.
About Berkshire Hathaway (www.berkshirehathaway.com):
Berkshire Hathaway and its subsidiaries engage in diverse business activities including insurance and reinsurance, utilities and energy, freight rail transportation, finance, manufacturing, retailing and services. Common stock of Berkshire is listed on the New York Stock Exchange, trading symbols BRK.A and BRK.B.
Certain statements contained in this press release are "forward looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities legislation. These statements are not guaranties of future performance and actual results may differ materially from those forecasted.
SOURCE Berkshire Hathaway Inc.
For further information: A copy of such report may be obtained by contacting Marc D. Hamburg, Senior Vice President and Chief Financial Officer at (402) 346-1400. Berkshire is located at 3555 Farnam Street, Suite 1440, Omaha, NE 68131. The Issuer is located at 226 Wyecroft Road, Oakville, Ontario, L6K 3X7.
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