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

TORONTO, Sept. 13, 2023 /PRNewswire/ - Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) ("RBI") announced today that it has received approval from the Toronto Stock Exchange (the "TSX") for its previously announced renewal of 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 announced on August 31, 2023, that allows RBI to purchase up to US$1.0 billion of its common shares over the next 2 years through September 30, 2025 (the "Repurchase Authorization").

Pursuant to the NCIB, RBI may, during the 12-month period commencing September 15, 2023 and ending on September 14, 2024, purchase up to 30,895,637 common shares, representing 10% of its public float of 308,956,373 common shares as of August 31, 2023 (a total of 312,392,340 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 190,871 common shares, which represents 25% of the average daily trading volume on the TSX of 763,484 for the six months ended August 31, 2023. 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 last NCIB which commenced on August 17, 2022 and expired on August 16, 2023 (the "2022 NCIB"), RBI previously sought and received approval from the TSX to repurchase up to 30,254,374 common shares. RBI did not repurchase any common shares for cancellation under the 2022 NCIB.

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.

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 100 countries. 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. 

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), the war in Ukraine 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 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. 

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SOURCE Restaurant Brands International Inc.