Tim Hortons Announces Tender Offers for its Remaining Senior Notes

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Jan 26, 2015, 07:30 ET

(All amounts in Canadian dollars)

OAKVILLE, ON, Jan. 26, 2015 /PRNewswire/ - Tim Hortons ULC (f/k/a Tim Hortons Inc.) (the "Company") announced today that it has commenced cash tender offers (the "Offers") to repurchase any and all of its outstanding (i) 4.20% Senior Unsecured Notes, Series 1, due June 1, 2017 (CUSIP No. 88706 MAA1); (ii) 4.52% Senior Unsecured Notes, Series 2, due December 1, 2023 (CUSIP No. 88706 MAC7); and (iii) 2.85% Senior Unsecured Notes, Series 3, due April 1, 2019 (CUSIP No. 88706 MAD5) (collectively, the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase, dated January 26, 2015, and the related Letter of Transmittal.

Each Offer will expire at 11:59 p.m., Toronto time, on February 23, 2015, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). However, in order to be eligible to receive the total consideration, which includes an early tender premium, registered holders must tender their Notes at or prior to 5:00 p.m., Toronto time, on February 6, 2015 (such time and date, as the same may be extended, the "Early Tender Deadline"). Registered holders who tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will be eligible to receive the Purchase Price (as defined below), but not the early tender premium.

The total consideration being offered for Notes properly tendered (that have not been validly withdrawn) and accepted for purchase is an amount in cash equal to $1,000 per $1,000 principal amount of such Notes (the "Purchase Price") and an early tender premium of $10 per $1,000 principal amount of Notes tendered. Tendering holders will also receive accrued and unpaid interest, if any, to the applicable settlement date.

A tender of Notes to an Offer can be made only by its registered holder. Beneficial owners whose Notes are held through an intermediary, such as a broker, dealer, commercial bank, trust company or other nominee, must contact that intermediary if they wish to tender their Notes. Intermediaries will establish their own deadlines for their client's acceptance of an Offer. These deadlines will precede, as applicable, the Early Tender Deadline and the Expiration Time. Accordingly, a beneficial owner wishing to accept an Offer should contact its intermediary as soon as possible in order to determine the deadlines by which such owner must act to properly tender its Notes.

The Company's obligation to accept for purchase, and to pay for, any Notes properly tendered and not validly withdrawn pursuant to any Offer is subject to the satisfaction or waiver of the conditions to the applicable Offer. In addition, the Company reserves the right to terminate, withdraw or amend any of the Offers at any time, subject to applicable law.

Further Information

The complete terms and conditions of each Offer are set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which will be filed under the Company's profile on SEDAR and are available at www.sedar.com. Copies of the Offer to Purchase are also being mailed to beneficial owners of the Notes. Holders and beneficial owners of the Notes are urged to evaluate carefully all the information in the Offer to Purchase and the related Letter of Transmittal. No recommendation is made as to whether any person should tender or refrain from tendering any or all of such person's Notes in any Offer.

Any questions or requests for assistance concerning any of the Offers may be directed to Georgeson Shareholder Communications Canada Inc., the information agent for the Offers, at 1-866-413-9464 or by email at [email protected].

The Offers are being made solely by means of the Offer to Purchase and the related Letter of Transmittal. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell any of the Notes.

Tim Hortons® Overview

Tim Hortons, part of Restaurant Brands International, is one of the North America's largest restaurant chains operating in the quick service segment. Founded as a single location in Canada in 1964, Tim Hortons appeals to a broad range of consumer tastes, with a menu that includes premium coffee, hot and cold specialty drinks (including lattes, cappuccinos and espresso shots), specialty teas and fruit smoothies, fresh baked goods, grilled Panini and classic sandwiches, wraps, soups, prepared foods and other food products. As of September 28, 2014, Tim Hortons had 4,590 systemwide restaurants, including 3,665 in Canada, 869 in the United States and 56 in the Gulf Cooperation Council. More information about the Company is available at www.timhortons.com.

About Restaurant Brands International Inc.

Restaurant Brands International (TSX, NYSE:QSR) is one of the world's largest quick service restaurant companies with approximately $23 billion in system sales and over 18,000 restaurants in 100 countries. Restaurant Brands International owns two of the world's most prominent and iconic quick service restaurant brands – Tim Hortons® and BURGER KING®. These independently operated brands have been serving their respective guests, franchisees and communities for over 50 years.

SOURCE Tim Hortons