Mr. Josh Kobza reports

BURGER KING COMPANY TO ACQUIRE CARROLS RESTAURANT GROUP

Restaurant Brands International Inc. (RBI) and Carrols Restaurant Group Inc. have reached an agreement for RBI to acquire all of Carrols issued and outstanding shares that are not already held by RBI or its affiliates for $9.55 per share in an all-cash transaction, or an aggregate total enterprise value of approximately $1-billion, representing a 23.1-per-cent premium to Carrols's 30-day volume-weighted average price as of Jan. 12, 2024, and a 13.4-per-cent premium to the Jan. 12, 2024, closing price.

Carrols is the largest Burger King franchisee in the United States today, operating 1,022 Burger King restaurants in 23 states that generated approximately $1.8-billion of system sales during the 12 months ended Sept. 30, 2023. Carrols also owns and operates 60 Popeyes restaurants in six states.

Tom Curtis, president of Burger King United States and Canada, commented: "Carrols has demonstrated strong and improving restaurant operations over the years. This acquisition is an exciting accelerator to our Reclaim the Flame plan that is focused on relentlessly pursuing a better experience for our guests. We are going to rapidly remodel these restaurants over the next five years or so and put them back into the hands of motivated, local franchisees to create amazing experiences for our guests."

Deborah Derby, president and chief executive officer of Carrols, said: "Today's announcement is a testament to our more than 24,000 Carrols team members who have helped drive the company to record levels of profitability over the past 12 months. These results have allowed us, through this transaction, to deliver immediate and certain value to Carrols shareholders at an attractive premium to the company's current and historical share prices. Additionally, we believe our team members will now have additional opportunities as part of the greater RBI family -- in our office, in the field and especially in our restaurants, including for long-time managers who may want to become franchisees themselves. We look forward to working closely with Tom and the rest of the Burger King team in the months and years ahead."

Josh Kobza, chief executive officer of RBI, added: "This is a terrific example of our commitment to put our capital to work to accelerate growth and support Tom and his team in their broader efforts to have a more competitive Burger King restaurant base. The strategic merits of this acquisition are very compelling and consistent with our objective to invest our capital in long-term, high-return opportunities."

Strategic rationale and future plans for portfolio

The transaction is part of Burger King's Reclaim the Flame plan to accelerate sales growth and drive franchisee profitability. The transaction follows the brand's initial $400-million investment announced in September, 2022, to drive high-quality remodels, improve operations, enhance marketing, and support continuing technology and digital priorities.

Burger King expects to significantly accelerate Carrols's current rate of remodels to bring the acquired portfolio to modern image over the next five years. To accomplish this, the team plans to invest approximately $500-million of capital, financed by Carrols's operating cash flow, to remodel approximately 600 acquired restaurants that are not currently considered modern image.

Carrols has a team of strong, experienced operators who, in partnership with Burger King's operations teams, will operate the acquired restaurants. Burger King ultimately plans to refranchise the vast majority of the portfolio to new or existing smaller franchise operators who live in their local communities. Following refranchising the acquired restaurants, which RBI expects will be completed in five to seven years, Burger King will maintain a company restaurant portfolio of a couple of hundred restaurants for strategic innovation, training and operator development purposes.

Transaction details

Under the terms of the merger agreement, RBI will acquire all of Carrols's issued and outstanding shares that are not already held by RBI or its affiliates for $9.55 per share in an all-cash transaction. This represents a premium of 23 per cent to Carrols's 30-trading-day volume-weighted average price as of Jan. 12, 2024, and implies a total enterprise value of approximately $1-billion. RBI and its affiliates currently hold approximately 15 per cent of Carrols's outstanding equity.

A special transaction committee of Carrols's board of directors comprising independent directors unaffiliated with RBI, advised by independent legal and financial advisers, was formed to conduct a deliberate and thoughtful process to evaluate this proposal. Transaction negotiations were led by the special committee, and, following its unanimous recommendation, the Carrols board of directors (other than directors affiliated with RBI) unanimously approved the merger agreement with RBI and agreed to recommend that Carrols stockholders vote to adopt the merger agreement. The definitive merger agreement includes a 30-day go-shop period that will allow the company to affirmatively solicit alternative proposals from interested parties.

The transaction is expected to be completed in the second quarter of 2024 and is subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as other customary closing conditions, including approval by the holders of a majority of common stock held by Carrols stockholders excluding shares held by RBI and its affiliates and officers of Carrols in addition to approval by holders of a majority of outstanding common stock of Carrols.

The transaction is not subject to a financing contingency and is expected to be financed with cash on hand and term loan debt for which RBI has received a financing commitment.

RBI expects the transaction to be approximately neutral to adjusted earnings per share. Net leverage giving effect to the transaction will increase minimally and the company will remain on track to reach its previously stated net leverage target of mid-four times by the end of 2024.

Affiliates of Cambridge Franchise Holdings LLC, which in aggregate own or control approximately 17 per cent of outstanding Carrols shares and approximately 20 per cent of outstanding Carrols shares held by stockholders unaffiliated with RBI, have entered into a voting agreement, pursuant to which they have agreed, among other things, to vote their shares of common stock of Carrols in favour of the transaction.

Advisers

J.P. Morgan acted as financial adviser and Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisers to RBI. Jefferies LLC acted as financial adviser and Milbank LLP acted as legal adviser to the special committee of the Carrols board of directors.

Investor conference call

RBI will host an investor conference call and webcast at 8:30 a.m. Eastern Time on Tuesday, Jan. 16, 2024. The call will be broadcast live through RBI's investor relations website and a replay will be available for 30 days following the release. The dial-in numbers are 1-833-470-1428 for U.S. callers, 1-833-950-0062 for Canadian callers and 1-929-526-1599 for callers from other countries. For all dial-in numbers, please use the following access code: 075361.

About Carrols Restaurant Group Inc.

Carrols is one of the largest restaurant franchisees in North America. It is the largest Burger King franchisee in the United States, currently operating 1,022 Burger King restaurants in 23 states as well as 60 Popeyes restaurants in six states. Carrols has operated Burger King restaurants since 1976 and Popeyes restaurants since 2019.

About Burger King

Founded in 1954, the Burger King brand is the second-largest fast-food hamburger chain in the world. The original Home of the Whopper, the Burger King system operates more than 19,000 locations in more than 100 countries and U.S. territories. Almost 100 per cent of Burger King restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades.

About Restaurant Brands International Inc.

RBI is one of the world's largest quick-service restaurant companies with over $40-billion in annual systemwide sales and over 30,000 restaurants in more than 100 countries. 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.

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