Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) (TSX: QSP) (“RBI”) and Carrols Restaurant Group, Inc. (Nasdaq: TAST) announced that they have entered into a definitive agreement for RBI to acquire Carrols in an all-cash transaction with an enterprise value of approximately $1 billion. The Carrols special transaction committee, composed entirely of independent and disinterested directors, led the transaction negotiations. Under the terms of the agreement, Carrols stockholders (other than RBI) will receive $9.55 per share in cash, which represents a 13.4% premium to Carrols’ January 12, 2024, closing stock price. Milbank is serving as legal counsel to the Special Transaction Committee of the Carrols Board of Directors, with a deal team lead by Global Corporate/M&A partners Derek Winokur, Iliana Ongun and Scott Golenbock; Executive Compensation partner Mike Shah with special counsel Kelly Bartley; Tax partner Edward Lemanowicz; Corporate Finance and Securities partner Antonio Diaz-Albertini; and Antitrust partner Adam Di Vincenzo.