We acted as counsel to the underwriter, forward seller and forward purchaser

Davis Polk acted as counsel to the underwriter and forward seller and forward purchaser in connection with the execution of a forward sale agreement with HL1 17 LP (the selling shareholder), an affiliate of 3G Capital Partners Ltd., relating to the sale of 17,626,570 common shares of Restaurant Brands International Inc. (RBI), no par value. In connection with the forward sale agreement, the forward counterparty borrowed a portion of the shares from third parties, which it then sold to the underwriter of an SEC-registered secondary offering. The offering relates to the shares that the selling shareholder received upon exchange of an equal number of Class B exchangeable limited partnership units in Restaurant Brands International Limited Partnership.

RBI is an indirect holding company for Burger King, Tim Hortons, Popeyes and Firehouse Subs. These independently operated brands have franchised over 32,000 restaurants in more than 120 countries and U.S. territories.

The Davis Polk capital markets team included partner Marcel Fausten, counsel John H. Runne and associates Ryan Mainous and Jared A. Bivens. The equity derivatives team included partner Mark M. Mendez and counsel M. Faisal Baloch. The tax team included counsel Yixuan Long and associate Jeff Metzger. All members of the Davis Polk team are based in the New York office.

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