Paul, Weiss is advising global investment firm 3G Capital as selling shareholder in a $446 million underwritten secondary public offering of common shares of Restaurant Brands International Inc. (RBI). The common shares to be sold relate to an exchange notice delivered by an affiliate of 3G Capital to exchange 6,528,013 Class B exchangeable limited partnership units of RBI LP for an equal number of RBI’s common shares. BoA Securities is acting as sole book-running manager.

In connection with the offering, an affiliate of 3G Capital entered into a forward sale agreement with BofA Securities as forward purchaser. The forward purchaser and its affiliates are expected to borrow and sell RBI shares through the underwriter to hedge their economic exposure under the forward sale agreement. Final settlement of the exchange and forward transaction is expected by August 30.

The Paul, Weiss team is led by corporate partners Brad Brown, Brian Janson and John Kennedy, and includes tax partner Robert Killip and counsel Alyssa Wolpin.