Announcement • May 17

Restaurant Brands International Inc. (NYSE:QSR) completed the acquisition of remaining 85% stake in Carrols Restaurant Group, Inc. (NasdaqGS:TAST) from Cambridge Franchise Holdings, LLC, BlackRock, Inc. (NYSE:BLK) and others.

Restaurant Brands International Inc. (NYSE:QSR) entered into an agreement to acquire remaining 85% stake in Carrols Restaurant Group, Inc. (NasdaqGS:TAST) from Cambridge Franchise Holdings, LLC, BlackRock, Inc. (NYSE:BLK) and others for approximately $470 million on January 16, 2024. Under the terms of the merger agreement, RBI will 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. RBI and its affiliates currently hold approximately 15% of Carrols outstanding equity. Approximately 20% of outstanding Carrols shares held by stockholders unaffiliated with RBI. Cambridge Franchise Holdings, LLC, who in aggregate own or control approximately 17% of outstanding Carrols shares. The acquisition is expected to be financed with cash on hand and term loan debt in an aggregate principal amount of $750 million for which RBI has received a financing commitment. The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. The definitive merger agreement includes a 30-day “go shop” period that will allow the Company to affirmatively solicit alternative proposals from interested parties. Under certain circumstances, according to certain termination rights, Carrols Restaurant will be required to pay RBI a termination fee of $19 million in cash.The transaction 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. A special transaction committee of Carrols’ Board of Directors comprised of independent directors unaffiliated with RBI, advised by independent legal and financial advisors, was formed to conduct a deliberate and thoughtful process to evaluate this proposal. The 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 waiting period under the HSR Act expired at 11:59 p.m. Eastern time on February 29, 2024. Carrols shareholder meeting to vote on the merger scheduled for May 14, 2024. Carrols shareholder approved the transaction on May 14, 2024. The transaction is expected to be completed in the second quarter of 2024. RBI expects the transaction to be approximately neutral to Adjusted Earnings per Share.J.P. Morgan acted as financial advisor and Laura Turano, Scott Barshay, Cristina Amodeo, Caith Kushner, Christodoulos Kaoutzanis, John Kennedy, Patricia Vaz de Almeida, Robert Killip, Alyssa Wolpin, Jean McLoughlin, Christopher Gonnella, Andre Bouchard, Lewis Clayton, Steven Herzog, Scott Sher, Marta Kelly, Claudine Meredith-Goujon and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisors to RBI. Jefferies LLC acted as financial advisor and provided fairness opinion to the Special Committee of Carrols. Derek Winokur, Iliana Ongun, Scott Golenbock, Mike Shah, Kelly Bartley, Edward Lemanowicz, Antonio Diaz-Albertini and Adam Di Vincenzo of Milbank LLP acted as legal advisors to Carrols and the Special Committee of the Carrols Board of Directors.. Matthew Arenson and Willard S. Boothby of Kirkland & Ellis LLP acted as legal advisors to Carrols. Innisfree M&A Incorporated acted as proxy solicitor to Carrols for a fee of up to $30,000. Equiniti Trust Company, LLC acted as transfer agent to Carrol. Carrols has agreed to pay Jefferies for its financial advisory services in connection with the merger an aggregate fee based upon a percentage of the transaction value of the merger, which fee is estimated to be approximately $12.3 million, $2 million of which became payable upon delivery of Jefferies’ opinion to the Special Committee and the remainder of which is payable contingent upon the closing of the merger.Restaurant Brands International Inc. (NYSE:QSR) completed the acquisition of remaining 85% stake in Carrols Restaurant Group, Inc. (NasdaqGS:TAST) from Cambridge Franchise Holdings, LLC, BlackRock, Inc. (NYSE:BLK) and others on May 16, 2024. With the close of the acquisition, RBI adds the largest Burger King® (“BK”) franchisee in the United States to its portfolio as part of the Company’s Reclaim the Flame plan. RBI will invest a further $500 million to accelerate the reimaging of more than 600 Carrols restaurants before refranchising the majority of the acquired portfolio to new or existing smaller franchise operators over the next seven years.

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Restaurant Brands International Inc. (NYSE:QSR) completed the acquisition of remaining 85% stake in Carrols Restaurant Group, Inc. (NasdaqGS:TAST) from Cambridge Franchise Holdings, LLC, BlackRock, Inc. (NYSE:BLK) and others.

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