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

TORONTO, Sept. 12, 2024 /CNW/ - Restaurant Brands International Inc. ("RBI") (TSX:QSR) (NYSE:QSR) 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 NCIB is being conducted in furtherance of RBI's board-approved share repurchase authorization that allows RBI to purchase up to U.S.$500 million of its common shares through September 30, 2025 (the "Repurchase Authorization").  While share repurchases remain part of our capital allocation philosophy, we are currently prioritizing our 2024 net leverage target.

Pursuant to the NCIB, RBI may, during the 12-month period commencing September 16, 2024 and ending on September 15, 2025, purchase up to 31,981,466 common shares, representing 10% of its public float of 319,814,666 common shares as of September 6, 2024 (a total of 323,673,600 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 trading systems in Canada and the U.S., 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 202,342 common shares, which represents 25% of the average daily trading volume on the TSX of 809,371 for the six months ended August 31, 2024.  Purchases under the NCIB made on the NYSE will be made in compliance with Securities and Exchange Commission Rule 10b-18 and U.S. federal securities laws.

Under its last NCIB which commenced on September 15, 2023 and expires on September 14, 2024 (the "2023 NCIB"), RBI previously sought and received approval from the TSX to repurchase up to 30,895,637 common shares.  RBI repurchased 7,639,137 common shares for cancellation under the 2023 NCIB at a weighted average price of approximately U.S.$65.4587 per common share. All repurchases under the 2023 NCIB were conducted through the facilities of the NYSE, the TSX or an alternative stock exchange in the United States or Canada.   

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 has also entered into an automatic purchase plan 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. is one of the world's largest quick service restaurant companies with over $40 billion in annual system-wide sales and over 30,000 restaurants in more than 120 countries and territories. RBI owns four of the world's most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities. 

Forward-Looking Statements

This press release includes forward-looking statements and information, which are often identified by the words "may," "might," "believes," "thinks," "anticipates," "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: (1) RBI's substantial indebtedness, which could adversely affect RBI's financial condition and prevent it from fulfilling its obligations; (2) global economic or other business conditions that may affect the desire or ability of RBI's customers to purchase RBI's products, such as inflationary pressure, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health and food safety; (3) RBI's relationship with, and the success of, RBI's franchisees and risks related to RBI's nearly fully franchised business model; (4) RBI's franchisees' financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (5) RBI's supply chain operations; (6) RBI's ownership and leasing of real estate; (7) the effectiveness of RBI's marketing, advertising and digital programs and franchisee support of these programs; (8) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of RBI's hedging activity; (9) RBI's ability to successfully implement RBI's domestic and international growth strategy for each of RBI's brands and risks related to RBI's international operations; (10) RBI's reliance on franchisees, including subfranchisees to accelerate restaurant growth; (11) unforeseen events such as pandemics; (12) the ability of the counterparties to RBI's credit facilities' and derivatives' to fulfill their commitments and/or obligations; (13) changes in applicable tax laws or interpretations thereof, and RBI's ability to accurately interpret and predict the impact of such changes or interpretations on RBI's financial condition and results; (14) evolving legislation and regulations in the area of franchise and labor and employment law; (15) RBI's ability to address environmental and social sustainability issues; (16) risks related to the conflict between Russia and Ukraine, and the conflict in the Middle East; and (17) softening in the consumer environment. Other than as required under U.S. 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.

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