Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2025

RESTAURANT BRANDS INTERNATIONAL INC.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Canada

001-36786

98-1202754

Ontario

001-36787

98-1206431

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)


130 King Street West, Suite 300		M5X 1E1
Toronto,	Ontario
(Address of Principal Executive Offices)		(Zip Code)

(905) 339-6011

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Shares, without par value

QSR

New York Stock Exchange

Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Class B exchangeable limited partnership units

QSP

Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD.

In connection with the acquisition described below, Restaurant Brands International Inc (“RBI”) hereby furnishes the press release announcing the transaction attached as Exhibit 99.1.

Item 8.01 Other Events.

On February 18, 2025, RBI announced that its subsidiary had acquired from TFI Asia Holdings BV and Pangaea Two Acquisition Holdings XXIII, Ltd. all of their equity interests in the joint venture entity that owns the franchised Burger King business in China for approximately $158 million in an all-cash transaction. As a result, RBI now owns nearly 100% of the business.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description
99.1						Press release dated February 18, 2025.
104						Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RESTAURANT BRANDS INTERNATIONAL INC. RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC.

Date: February 18, 2025	/s/ Jill Granat
	Name:	Jill Granat
	Title:	General Counsel and Corporate Secretary

EXHIBIT 99.1

Restaurant Brands International Announces Plan for Burger King® in China

RBI acquires partners’ equity stakes and will identify a new local operating partner

Transaction shows commitment to drive long-term growth in China

TORONTO – February 18, 2025 – Restaurant Brands International Inc. (NYSE/TSX: QSR, TSX: QSP) (“RBI”, “Company”) announced today that a subsidiary of RBI has acquired from TFI Asia Holdings BV (“TFI”) and Pangaea Two Acquisition Holdings XXIII, Ltd ("Cartesian”) all their equity interests in Burger King China for approximately $158 million in an all-cash transaction.

As a result, RBI now owns nearly 100% of the business and will engage advisors to assist the company to identify a new local partner to inject primary capital into the business and become the controlling shareholder. This aligns with RBI’s long-term strategy of partnering with experienced local operators while maintaining a primarily franchised business.

TFI has been a valued partner in Burger King’s expansion in China, helping the brand grow from ~60 restaurants in 2012 to ~1,500 today and will continue expanding its operations in Turkey as one of RBI’s largest business partners worldwide.

Cartesian has also played an important role supporting Burger King’s development in the market, and RBI continues to be a partner with Cartesian in growing the Tim Hortons business in China.

“We are thankful for TFI’s and Cartesian’s partnership over the years and their role in expanding the brand in China,” said Rafael Odorizzi, President of Asia Pacific for RBI. “This transaction marks the beginning of a new chapter for Burger King in China and reinforces our commitment to long-term growth in the region as we identify a new local operating partner. We are committed to offering our guests high quality food and exceptional experiences in welcoming restaurants across China.”

About Restaurant Brands International Inc.

Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with nearly $45 billion in annual system-wide sales and over 32,000 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, which are often identified by the words "may," "might," "believes," "thinks," "anticipates," "plans," "expects," "intends" or similar expressions and include statements related to expectations regarding growth of the Burger King business in China, the Burger King and Popeyes businesses in Turkey, and the Tim Hortons business in China, and the ability to identify a new local partner to become the controlling shareholder in the Burger King business in China. These forward-looking statements may be affected by risks and uncertainties in the business of RBI, Burger King in China, Burger King and Popeyes in Turkey and Tim Hortons in China and market conditions, and include the following: risks related to competition, macro-economic factors and general risks of doing business in China and Turkey, the effectiveness of marketing, advertising and digital programs, ability to successfully implement growth strategies, ability to identify and lease sites that meet brand criteria, unforeseen events, fluctuations in interest and currency exchange rates, tariffs, changes in laws and

regulations, and geopolitical conflicts. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by RBI with the U.S. Securities and Exchange Commission and the Canadian securities regulators, including RBI's annual report on Form 10-K for the year ended December 31, 2023. RBI cautions readers that certain important factors may have affected and could in the future affect actual results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made herein. RBI does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Contacts

Investors: investor@rbi.com

Media: media@rbi.com

Cover	Feb. 18, 2025
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 18, 2025
Entity Registrant Name	RESTAURANT BRANDS INTERNATIONAL INC.
Entity Central Index Key	0001618756
Amendment Flag	false
Entity Incorporation, State or Country Code	Z4
Entity File Number	001-36786
Entity Tax Identification Number	98-1202754
Entity Address, Address Line One	130 King Street West, Suite 300
Entity Address, City or Town	Toronto,
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	M5X 1E1
City Area Code	905
Local Phone Number	339-6011
Title of 12(b) Security	Common Shares, without par value
Trading Symbol	QSR
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Restaurant Brands International Limited Partnership
Entity Information [Line Items]
Entity Registrant Name	RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
Entity Central Index Key	0001618755
Entity Incorporation, State or Country Code	A6
Entity File Number	001-36787
Entity Tax Identification Number	98-1206431