Restaurant Brands International Inc. Announces Renewal of Normal Course Issuer Bid

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Restaurant Brands International Inc.

Aug 06, 2021, 06:45 ET

TORONTO, Aug. 6, 2021 /PRNewswire/ - Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) ("RBI") announced today that it has filed, and the Toronto Stock Exchange (the "TSX") has accepted, notice of RBI's intention to renew its normal course issuer bid (the "NCIB") for its common shares (the "Common Shares"). The NCIB is being conducted in furtherance of RBI's share repurchase authorization announced on July 30, 2021, pursuant to which RBI may purchase up to US$1.0 billion of its Common Shares over the next two years (the "Repurchase Authorization").

The TSX notice provides that RBI may, during the 12-month period commencing August 10, 2021 and ending on August 9, 2022, purchase up to 30,382,519 Common Shares, representing 10% of its public float of 303,825,192 Common Shares as of July 30, 2021 (a total of 308,449,737 Common Shares were issued and outstanding as of such date). Purchases under the NCIB will be made through the facilities of the TSX, the New York Stock Exchange (the "NYSE") and/or alternative Canadian or foreign trading systems, if eligible, or by such other means as may be permitted by applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority in Canada will generally be at a discount to the prevailing market price as provided in any such exemption order. In addition, RBI may also enter into derivative-based programs in support of its repurchase activities, including the writing of put options and forward purchase agreements, accelerated share repurchase transactions, other equity contracts or use other methods of acquiring shares, in each case as may be permitted by applicable securities laws or subject to regulatory approval.

Purchases under the NCIB made on the TSX will be made in compliance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price as may be permitted by the TSX. In accordance with TSX rules, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 157,342 Common Shares, which represents 25% of the average daily trading volume on the TSX of 629,393 for the six months ended July 31, 2021. Purchases under the NCIB made on the NYSE will be made in compliance with Securities and Exchange Commission Rule 10b-18 and the U.S. federal securities laws.

Under its current NCIB that commenced on August 8, 2020 and expires on August 7, 2021, RBI previously sought and received approval from the TSX to repurchase up to 30,000,015 Common Shares. While RBI has not repurchased any Common Shares for cancellation under its Repurchase Authorization in the past 12 months, the plan agent under RBI's employee stock purchase plan purchased an aggregate of 4,571 Common Shares in the past 12 months for the benefit of plan participants at an average price of approximately C$78.25 per Common Share.

RBI believes that the market price of Common Shares could be such that their purchase may be an attractive and appropriate use of corporate funds. Decisions regarding the amount and timing of future purchases of Common Shares will be based on market conditions, share price and other factors. RBI may elect to modify, suspend or discontinue the Repurchase Authorization, and its NCIB, at any time. Repurchases under the Repurchase Authorization will be funded using RBI's cash resources and all shares repurchased will be cancelled. RBI intends to enter into an automatic purchase plan to be effective on August 10, 2021 with a broker which will enable RBI to provide standard instructions in the future and then purchase Common Shares on the open market during self-imposed blackout periods. Outside of these blackout periods, Common Shares may be purchased in accordance with management's discretion.

About Restaurant Brands International

Restaurant Brands International Inc. ("RBI") is one of the world's largest quick service restaurant companies with approximately $33 billion in annual system-wide sales and over 27,000 restaurants in more than 100 countries. RBI owns three of the world's most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, and POPEYES®. These independently operated brands have been serving their respective guests, franchisees and communities for over 45 years.

Forward-Looking Statements

This press release includes forward-looking statements and information, which are often identified by the words "may," "might," "believe," "thinks," "anticipate," "plans," "expects," "intends," or similar expressions and reflect management's expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements include statements about RBI's expectations and beliefs regarding its normal course issuer bid purchases. The factors that could cause actual results to differ materially from RBI's expectations are detailed in filings with the U.S. Securities and Exchange Commission and on SEDAR in Canada, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: risks related to RBI's substantial indebtedness, risks related to adverse economic and industry conditions and risks related to unforeseen events, such as adverse weather conditions, natural disasters, terrorist attacks or threats, pandemics, including coronavirus (COVID-19), or other catastrophic events, all of which could adversely affect its financial condition and prevent it from fulfilling its obligations. Other than as required under US federal securities laws or Canadian securities laws, RBI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

SOURCE Restaurant Brands International Inc.