3G Special Situations Fund II, L.P. announces acquisition of exchangeable units of Restaurant Brands International Limited Partnership

NEW YORK, NY, Dec. 12, 2014 /CNW/ - 3G Special Situations Fund II, L.P. ("3G SSF II") announced today that, pursuant to the Merger referred to below, it has acquired ownership of 243,858,915 exchangeable units of Restaurant Brands International Limited Partnership (the "Partnership"), representing 92.01% of Partnership's issued and outstanding exchangeable units.  These exchangeable units were acquired upon the conversion of the 243,858,915 shares in the common stock of Burger King Worldwide, Inc. previously held by 3G SSF II.  After the first anniversary of the Merger, the exchangeable units are exchangeable into common shares of Restaurant Brands International Inc. ("Restaurant Brands International") on a one-for-one basis for no additional consideration.  If 3G SSF II were to exchange all of its 243,858,915 exchangeable units, 3G SSF II would own 243,858,915 common shares, representing 55.75% of the issued and outstanding common shares of Restaurant Brands International as of the date of the Merger. 3G SSF II's ownership of 243,858,915 exchangeable units represents approximately 48% of the combined voting power of the voting shares of Restaurant Brands International.

On December 12, 2014, pursuant to an Arrangement Agreement and Plan of Merger dated as of August 26, 2014, by and among Tim Hortons Inc., Burger King Worldwide, Restaurant Brands International, Partnership, Blue Merger Sub, Inc. and 8997900 Canada Inc., Tim Hortons became an indirect subsidiary of both Restaurant Brands International and Partnership and Blue Merger Sub, Inc. merged with and into Burger King Worldwide, with Burger King Worldwide surviving the merger as an indirect subsidiary of both Restaurant Brands International and Partnership (the "Merger").

From time to time, 3G SSF II may acquire or dispose of securities of Restaurant Brands International or Partnership depending upon a number of factors, including but not limited to general market and economic conditions and other available investment opportunities.  3G SSF II acquired the exchangeable units in reliance on Section 2.11 of National Instrument 45-106 – Prospectus and Registration Exemptions.

Additional details regarding the acquisition can be found in an early warning report filed by 3G SSF II pursuant to Canadian securities laws under the SEDAR profile of Restaurant Brands International at www.sedar.com.

SOURCE 3G Special Situations Fund II, L.P.