Sec Form 13D Filing - 3G Restaurant Brands Holdings General Partner Ltd. filing for Restaurant Brands International Inc. (QSR) - 2021-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

Restaurant Brands International Inc.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

76131D103

(CUSIP Number)

Jill Granat

General Counsel and Corporate Secretary

c/o Restaurant Brands International Inc.

226 Wyecroft Road

Oakville, Ontario L6K 3X7

(905) 845-6511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

August 5, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note:

This Amendment No. 14 to the initial Statement on Schedule 13D, filed on December 22, 2014 (the “initial Schedule 13D”), as amended by Amendment No. 1, filed on September 25, 2015, Amendment No. 2, filed on December 7, 2015, Amendment No. 3, filed on December 16, 2015, Amendment No. 4, filed on November 1, 2017, Amendment No. 5, filed on November 13, 2017, Amendment No. 6, filed on November 17, 2017, Amendment No. 7, filed on October 30, 2018. Amendment No. 8, filed on November 8, 2018, Amendment No. 9, filed on August 13, 2019, Amendment No. 10, filed on September 3, 2019, Amendment No. 11, filed on September 6, 2019, Amendment No. 12, filed on September 26, 2019 and Amendment No. 13, filed on September 14, 2020 (as amended, the “Schedule 13D”), amends and restates, where indicated, the Schedule 13D relating to the Common Shares of Restaurant Brands International Inc. (the “Issuer”) by: (i) 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company (“3G RBH GP”); and (ii) 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (“3G RBH”). Capitalized terms used in this Amendment No. 14 and not otherwise defined herein have the meanings given to them in the initial Schedule 13D.

Pursuant to the terms of the Partnership Agreement, 3G RBH delivered to Restaurant Brands International Limited Partnership (“RBI LP”) an exchange notice to exchange in aggregate 9,608,744 Exchangeable Units of RBI LP, referred to herein as the “2021 Exchange.”

On August 5, 2021, HL1 17 LP, an affiliate of the Reporting Persons (“HL1”), entered into a forward sale contract with Morgan Stanley & Co. LLC with respect to 9,608,744 common shares (the “Common Shares”) of the Issuer as described in further detail in Item 6 of this Amendment (the “Forward Contract”).

This Amendment is being filed primarily to provide additional detail about the 2021 Exchange and the Forward Contract.

Item 4. Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended to add the following language:

As noted above, 3G RBH delivered to RBI LP an exchange notice to exchange 9,608,744 Exchangeable Units held by 3G RBH. The exchange notice became irrevocable on August 5, 2021 with respect to 9,608,744 Exchangeable Units. As announced by the Issuer on August 4, 2021, upon receipt of the exchange notice, the Issuer, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by issuing 9,608,744 Common Shares in exchange for 9,608,744 Exchangeable Units. The 2021 Exchange will be effected on or before August 24, 2021.

After the 2021 Exchange, the Reporting Persons will continue to hold 132,662,485 Exchangeable Units, for which they have not submitted any exchange notice.

Except as set forth in this Schedule 13D and in connection with the 2021 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.

Item 5. Interest in Securities of the Issuer.

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, (i) 3G RBH GP beneficially owns and may be deemed to have shared voting and dispositive power with respect to 142,271,229 Exchangeable Units and (ii) 3G RBH beneficially owns and may be deemed to have shared voting and dispositive power with respect to 132,662,485 Exchangeable Units. All Common Shares and Exchangeable Units numbers and percentages are based on (i) 308,103,922 total Common Shares outstanding as of July 23, 2021, according to information provided by the Issuer on its Form 10-Q filed on July 30, 2021 and (ii) 154,892,524 Common Shares that would be issued upon exchange of the 154,892,524

Exchangeable Units outstanding as of July 23, 2021, according to information provided by RBI LP on its Form 10-Q filed on July 30, 2021, 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).

Item 6. Contracts, Arrangements, Understandings or Relationshi ps 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 5, 2021, HL1 entered into the Forward Contract with an unaffiliated third party buyer, Morgan Stanley & Co. LLC. The Forward Contract obligates HL1 to deliver to the buyer 9,608,744 common shares of the Issuer (the “Number of Forward Shares”) on the maturity date of August 24, 2021 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract (the “Settlement Date”), subject to customary adjustments. In exchange, HL1 will receive a cash payment based on a price per share of $63.72 (the “Initial Forward Price”) multiplied by a factor of (1+ (an overnight bank funding rate minus 50 basis points) on each day that the Forward Contract is outstanding.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 6, 2021