SecProbe.io

October 14, 2014

Via E-mail
Joshua Kobza
Principal Executive Officer
10117733 B.C. Unlimited Liability Company
c/o Burger King Worldwide, Inc.
5505 Blue Lagoon Drive
Miami, FL 33126

Re: 1011773 B.C. Unlimited Liability Co mpany
 New Red Canada Partnership
Registration Statement on Form S-4
Filed September 16, 2014
  File No. 333-198769  & -01

Dear Mr. Kobza:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informati on.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provid e in response to these  comments, we may have  additional comments.

About This Joint Information Statement/Circular

1. Please revise the third paragraph to remove the implication that you are not responsible
for the accuracy and completeness of the disclosure in the prospectus and joint
information statement/circular.

Questions and Answers about the Transactions, page 1

2. Please add a question and answer disclosing the potential negative factors considered by
the board of Tim Hortons  in relation to the merger transactions .  Please similarly add a
question and answer disclosing  the potential negative factors considered by the board of
Burger King Worldwide  in relation to the merger transactions .

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 14, 2014
 Page 2

 3. Please add a question and answer regarding the reasons why the place of incorporation
for the new combined businesses will be in Canada.   Please also add a question and
answer reg arding the amount of financing and amount of debt to be incurred in
connection with the transaction.

What are Tim Hortons reasons for the arrangement?, page 2

4. Please briefly summarize in the answer to this question the most significant reasons for
the a rrangement.  Please similarly revise the first full question and answer on page 8 with
respect to Burger King Worldwide’s reasons for the transactions.

5. Please summarize the interests of directors and officers of Tim Hortons  in the proposed
transaction that might be different from the interests of shareholders in a separate
question and answer.  Please similarly revise the Questions and Answers for Burger King
Worldwide Stockholders.

Will each Tim Hortons  shareholder who makes a cash election?, page 12

6. Please clarify here that a Tim Hortons shareholder will receive less cash and more
Holdings common shares if the cash election is oversubscribed.

Who is soliciting my proxy?, page 24

7. You state that prox ies may be solicited by personal interview, telephone, facsimile, or
otherwise.  Please confirm that you will file all written soliciting material, including any
scripts to be used in soliciting proxies by personal interview or by telephone.

Summary of Financial Information, page 24

8. Please revise the last paragraph on page 24 to remove the statement  that the pro forma
financial information is provided “for illustrative purposes only.”  Please similarly revise
the first paragraph of the last risk factor on page 37 , the carryover paragraph at the top of
page 58 , and the fourth paragraph on page 240 .

Risk Factors, page 26

Burger King Worldwide stockholders may receive a portion of their consideration, page 28

9. Please clarify that the shareholders of Burger King will not know the exact mix of
consideration that they will receive prior to making their el ection.

An active trading market for Partnership exchangeable units may not develop, page 39

10. Please clarify that the Partnership exchangeable units will not be listed on a national
exchange in the U.S.

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 14, 2014
 Page 3

 The exchange of Partnership exchangeable units into  Holdings common shares, page 41

11. Please clarify the risk factor by disclosing that Holdings, as general partner of
Partnership, will have the sole discretion to exchange the exchangeable units of
Partnership for cash or common shares of Holdings.

Cautionary Note Regarding Forward -Looking Statements, page 47

12. As the Private Securities Litigation Reform Act does not apply to this initial public
offering of 1011773 B.C. Unlimited Liability Company and New Red Canada
Partnership, please remove the refe rence to the statute.

Selected Historical Consolidated Financial Data of Burger King Worldwide, page 53

13. We note the last sentence on page 53 which indicates that all references to June 30, 2014
and 2013 and the six months ended June 30, 2014 and 2013 hav e been derived from
unaudited condensed consolidated financial statements and notes thereto not incorporated
by reference. As the disclosure on page 307 under the heading “Where you can find more
information” indicates the Burger King Worldwide’s Quarterly  Report on Form 10 -Q for
the quarterly period ended June 30, 2014 has been incorporated by reference in the filing,
it appears this disclosure is in error.  Please revise as appropriate.

14. Within “Other Operating Data” on page 55, we note that the footnotes  reference company
restaurants and franchise restaurants.  In order to enhance clarity regarding how the
number of company and franchised operations changed during the periods presented  and
their impact on your results of operations, please disclose  the n umber of company
restaurants and franchise restaurants either within the table on page 55 or in the footnotes,
for each period presented.

Selected Pro Forma Non -GAAP Financial Data, page 58

15. Within footnote (2) on page 59, you state that pro forma adjuste d net income is useful to
analysts and investors to evaluate your ongoing results of operations.  Please revise to
disclose any additional purposes that management uses this non -GAAP financial measure
for as required by Item 10(e) of Regulation S -K.

Benef icial Stock Ownership Information of Burger King Worldwide Stockholders, page 75

16. Please provide ownership information for Burger King Worldwide stockholders as of the
most recent practicable date.  Refer to Item 403 of Regulation S -K.

The Transactions, p age 77

17. Please disclose whether there is any known litigation in connection with the transactions.
If so, please provide us with copies of any related complaints.  We note in this regard

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 14, 2014
 Page 4

 “Litigation Related to the Transactions” in the table of contents but we are unable to
locate this disclosure on page 147.

Recommendation of Tim Hortons Board of Directors, page 92

18. Please briefly explain how the combined company will be expected to accomplish the
objectives referenced in the fourth and fifth bullet points on page 93 given that under the
final arrangement Tim Hortons and Burger King will remain separate brands and the
separation of functions between the two companies. Please similarly revise the first bullet
point in the list of potentially positive factors considered by the Burger King Worldwide
board on page 96.

19. You state that requiring Holdings to be a significant supplier of share d services to its
subsidiaries as a reason the Tim Hortons board determined that the arrangement is in the
best interests of Tim Hortons.  Please disclose the shared services that Holdings will
oversee after the merger.

20. Please clarify whe ther the amount of outstanding debt and the new debt expected to be
incurred to finance the transaction was considered as a negative factor.  We note the last
risk factor on page 33.

21. Please quantify, to the extent known, the significant transaction costs  and expenses in
connection with the arrangement referenced in the ninth bullet point in the listing of
potential negative factors on page 95.

Burger King Worldwide’s Reasons for the Merger, page 96

22. Please explain the “attractive free cash flow generation” that  the Burger King Worldwide
board of directors considered for the merger.

23. We note that the Burger King Worldwide board of directors considered as a positive
factor the anticipated tax benefits to the combined company following the transacti ons.
Please disclose the tax benefits that the combined company expects as a result of the
arrangement transactions.

24. You disclosed in the tenth bullet point under the listing of potentially negative factors on
page 97 that the Burger King  Worldwide board  of directors considered the risk of
changes in law or regulation that could impact the expected benefits of the arrangement.
Please disclose the proposed changes in law or regulation that the board considered and
specif ically address whether the risk  of changes in U.S. tax laws was considered as a
negative factor.

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 14, 2014
 Page 5

 Opinions of Tim Hortons Financial Advisors, page 98

25. Please provide u s with copies of the board books and any other materials prepared by
Citigroup Global Markets Inc., RBC Capital Markets, and Lazard Frères & Co. LLC.
Such materials should include all presentations made by the financial advisors.

26. In arriving at Citi’s financial opinion, please disclose the potential strategic implications
and operational benefits that Citi considered as referred to in the fourth bullet point on
page 98.

Tim Hortons Financial Analyses, page 100

Selected Companies  Analysis, page 100

27. Please revise to disclose the data underlying the analysis and indicate how that
information resulted in the multiples disclosed.  For example, p lease disclose the
estimated EBI TDA and estimated EPS for each of the companies listed on  page 101 for
each respective period.

Selected Precedent Transaction Analysis, page 102

28. Please revise to disclose the data underlying the analysis and indicate how that
information resulted in the multiples disclosed.  For example, p lease disclose the latest 12
month EBITDA for each of the target companies listed on page 102 for  each respective
period.   Please similarly revise the disclosure with respect to the Tim Hortons Selected
Precedent Transactions Analysis on page 109.

Miscellaneous, page 103

29. Refer to the second paragraph of this section.  Please quantify any fees payable to Citi
and its affiliates relating to any material relationship that existed in the last two years
between Tim Hortons and its affiliates and Citi and its affiliates .  Refe r to Item
1015(b)(4) of Regulation M -A.  Please similarly revise the discussion on page 110 with
respect to material relationships between Tim Hortons and its affiliates and RBC Capital
Markets and its affiliates and the discussion on page 120 with respect  to material
relationships between Burger King Worldwide and its affiliates and Lazard and its
affiliates.

Opinion of RBC Capital Markets, page 104

Tim Hortons Discounted Cash Flow Analysis, page 108

30. Please explain why RBC Capital Markets selected the  range of EBITDA multiples of
11.0x to 14.0x.

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 14, 2014
 Page 6

 Opinion of Burger King Worldwide’s Financial Advisor, page 111

31. We note that Lazard examined certain financial forecasts relating to Tim Hortons
provided by the management of Tim Hortons .  Please disclose the material financial
forecasts provided by management and provided to Lazard to prepare its financial
opinion.

Financing for the Transactions, page 144

Debt Financing, page 145

32. Please file the debt commitment letter as an exhibit to the registration statement or
explain to us  why you believe this is not required to be filed.

Accounting Treatment of the Transactions, page 146

33. Please revise the discussion on page 146 to explain the accounting treatment  for the
transaction in which the shareholders of Burger King Worldwide common stock will
exchange their common shares for Holdings common shares and/or newly issued
Partnership exchangeable units as described on page 77 of the fil ing under the heading
“The Transactions. ”  Your discussion of the accounting treatment on page 19 should be
similarly revised.

Material Tax Considerations for the Transactions, page 146

34. Please revise the third paragraph of this section and the bolded pa ragraph on page 169 to
remove the statement that the discussion of material tax consequences is “for general
purposes only” or “of a general nature only.”

35. To the extent you intend to file short -form opinions of Paul, Weiss, or Wachtell, please
name tax counsel in this section and clarify that the discussion constitutes the opinion of
counsel.

The Arrangement Agreement, page 183

36. Refer to your discussion in the second paragraph and in the carryover paragraph on pages
187-188 with respect to representat ions and warranties contained in the arrangement
agreement.  Please confirm your understanding that you are responsible for considering
whether additional specific disclosure or material information regarding material
contractual provisions are required to  make the statements included in your disclosure not
misleading.

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 14, 2014
 Page 7

 Treatment of Outstanding Tim Hortons Equity Awards, page 185

37. We note from the discussion on page 185 that vested options surrendered by Tim Hortons
shareholders will receive Tim Hortons  shares equal to the value of the in -the-money
options surrendered.  We also note from the discussion on page 186 that Tim Hortons
Restricted Stock Units and Performance Stock Units will vest and common shares will be
issued in full settlement of such awar ds.  Please explain whether Tim Hortons will be
required to recognize any expense in its financial statements as a result of the settlement
of the restricted stock units and performance stock units.   If not, please explain why.  If
the shares that will be received as a result of these transactions will become part of the
merger consideration, please explain how these vested options, restricted stock units and
performance stock units have been considered in determining the purchase  price for Tim
Hortons reflected in Note 3 on pages 245 and 246 of the pro forma financial information.
If they have not been considered in determining the purchase price, please explain why.

38. We note the disclosure indicating that each outstanding Tim H ortons stock option
whether vested or unvested that is not surrendered will be exchanged for a stock option to
acquire from Holdings a number of Holdings common shares equal to the product of (a)
the number of Tim Hortons shares subject to options multipli ed by (b) the exchange ratio
of 3.0879 rounded down to the nearest whole number of shares.  The exercise price of the
option will be equal to the quotient of (a) the exercise price per Tim Hortons common
share to be exchanged divided by (b) the exchange ra tio of 3.0879, provided that the in -
the-money value of such Holdings stock options immediately after the issuance may not
exceed the in -the-money value of the Tim Hortons stock options immediately prior to
such issuance.  Please tell us and revise to discl ose whether you will be required to
recognize any incremental compensation expense as a result of the exchange of Tim
Hortons stock options for options of Holdings.

39. We note the disclosure indicating that at the time of the merger, all outstanding Tim
Hortons deferred stock units will vest and Tim Hortons will pay holders of Tim Hortons
deferred stock units an amount in cash equal to C$65.50 plus the value of .8025 new ly
issued common shares of Holdings.  Please tell us whether these deferred stock units wi ll
vest in accordance with their o