SEC Comment Letter for Restaurant Brands International Limited Partnership (RSTRF) (CIK 0001618755) (RSTRF) — Jun 22, 2016
Restaurant Brands International Limited Partnership (RSTRF) (CIK 0001618755)
Date: June 22, 2016 · CIK: 0001618755 · Accession: 0000000000-16-081603
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 June 22, 2016 Joshua Kobza Chief Financial Officer Restaurant Brands International Limited Partnership 226 Wyecroft Road Oakville, Ontario Canada L6K 3X7
Re: Resta urant Brands International Limited Partnership Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 26, 2016 File No. 001 -36787
Dear Mr. Kobza :
We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten busine ss days by providing the requested informa tion or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments .
Form 10 -K for Fiscal Year Ended December 31, 2015
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations , page 37
Non-GAAP Reconciliations, page 42
1. We note that you disclose the non-GAAP financial measures EBITDA and Adjusted EBITDA. Please revise to disclose the reasons why you believe that presentation of these measures provides useful information to investors regarding your financial condition and results of operations, as req uired by Item 10(e)(1)(i)(C). Please provide similar revisions in your Forms 10 -Q.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securitie s Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are
Joshua Kobza Restaurant Brands International Limited Partnership June 22, 2016 Page 2
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have m ade.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws o f the United States.
You may contact Kristin Shifflett at 202 -551-3381, Claire Erlanger at 202 -551-3301 or me at 202-551-3377 with any questions.
Sincerely,
/s/ Lyn Shenk for
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Mail Stop 3561 June 22, 2016 Joshua Kobza Chief Financial Officer Restaurant Brands International Limited Partnership 226 Wyecroft Road Oakville, Ontario Canada L6K 3X7 Re: Resta urant Brands International Limited Partnership Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 26, 2016 File No. 001 -36787 Dear Mr. Kobza : We have limited our review of your filing to the financial statements and related disclosures 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 these comments within ten busine ss days by providing the requested informa tion or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments . Form 10 -K for Fiscal Year Ended December 31, 2015 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations , page 37 Non-GAAP Reconciliations, page 42 1. We note that you disclose the non-GAAP financial measures EBITDA and Adjusted EBITDA. Please revise to disclose the reasons why you believe that presentation of these measures provides useful information to investors regarding your financial condition and results of operations, as req uired by Item 10(e)(1)(i)(C). Please provide similar revisions in your Forms 10 -Q. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securitie s Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are Joshua Kobza Restaurant Brands International Limited Partnership June 22, 2016 Page 2 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have m ade. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws o f the United States. You may contact Kristin Shifflett at 202 -551-3381, Claire Erlanger at 202 -551-3301 or me at 202-551-3377 with any questions. Sincerely, /s/ Lyn Shenk for Andrew Mew Senior Assistant Chief Accountant