Restaurant Brands International (RBI) priced a secondary offering of 17,626,570 common shares on November 13, 2025. The shares are being sold by HL1 17 LP, an affiliate of 3G Capital, and the transaction is being underwritten by BofA Securities. The offering is priced at market level, is expected to close on November 17, 2025, and the forward‑sale agreement settlement is scheduled for or before December 3, 2025.
The transaction is a secondary sale, meaning RBI is not issuing new shares and the company will not receive any proceeds. The share count will increase because Class B units held by HL1 17 LP are converted into common shares, but the aggregate number of units and shares remains unchanged, so RBI’s balance sheet and capital structure are unaffected.
Strategically, the offering allows 3G Capital to partially divest its stake while providing liquidity to the selling shareholder. It fits within RBI’s capital‑light model, which relies on franchisees to fund expansion and keeps the company focused on brand management and royalty collection. The transaction is part of RBI’s broader strategy to manage shareholder composition without altering its financial footing.
From an investor perspective, the share count increase could dilute existing shareholders, but because no new capital is raised, RBI’s earnings per share and operating metrics are not directly impacted. The deal underscores 3G Capital’s exit strategy and reinforces RBI’s commitment to a low‑capital, high‑growth franchise model.
No market‑reaction data or analyst commentary was available in the fact‑check sources, so the article focuses on the mechanics and strategic context of the offering rather than on price movements or market sentiment.
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