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SEC Company Response from Restaurant Brands International Limited Partnership (RSTRF) (CIK 0001618755) (RSTRF) — Nov 3, 2014

Restaurant Brands International Limited Partnership (RSTRF) (CIK 0001618755)
Date: Nov. 3, 2014 · CIK: 0001618755 · Accession: 0001193125-14-394302

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File numbers found in text: 333-198769

Date
September 16, 2014
Author
Joshua Kobza
Form
CORRESP
Company
Restaurant Brands International Limited Partnership (RSTRF) (CIK 0001618755)

Letter

VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Attention: Registration Statement on Form S-4 Filed September 16, 2014 File No. 333-198769 File No. 333-198769-01

Dear Ms. Nguyen and Mr. McWilliams:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, 9060669 Canada Inc. and New Red Canada Limited Partnership (collectively, the “Registrants”) hereby request acceleration of the effective date of its Registration Statement on Form S-4 (SEC File No. 333-198769 and 333-198769-01), as amended (the “Registration Statement”), to 10:00 a.m., Eastern Time, on Wednesday, November 5, 2014, or as soon thereafter as possible. The Registrants hereby acknowledge their responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement.

In addition, the Registrants acknowledge that:

•

should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact David B. Feirstein of Kirkland & Ellis LLP, outside counsel to the Registrants, at (212) 446-4861, with any questions you may have regarding this request. In addition, please notify Mr. Feirstein as soon as the Registration Statement has been declared effective.

Sincerely,
9060669 CANADA INC.

Show Raw Text
CORRESP
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filename1.htm

Acceleration request

 9060669 Canada Inc. and New Red Canada Limited Partnership

c/o Burger King Worldwide, Inc.

5505 Blue Lagoon Drive

Miami, FL 33126

 November
3, 2014

 VIA EDGAR SUBMISSION

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Attention:

Loan Lauren P. Nguyen

Nolan McWilliams

Re:

9060669 Canada Inc.

 New Red Canada Limited Partnership

Registration Statement on Form S-4

 Filed September 16, 2014

File No. 333-198769

 File No. 333-198769-01

 Dear Ms. Nguyen and Mr. McWilliams:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, 9060669 Canada Inc. and New Red Canada Limited Partnership
(collectively, the “Registrants”) hereby request acceleration of the effective date of its Registration Statement on Form S-4 (SEC File No. 333-198769 and 333-198769-01), as amended (the “Registration Statement”),
to 10:00 a.m., Eastern Time, on Wednesday, November 5, 2014, or as soon thereafter as possible. The Registrants hereby acknowledge their responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement.

 In
addition, the Registrants acknowledge that:

•

should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact David B. Feirstein of Kirkland & Ellis LLP, outside counsel to the Registrants, at (212) 446-4861, with
any questions you may have regarding this request. In addition, please notify Mr. Feirstein as soon as the Registration Statement has been declared effective.

Sincerely,

9060669 CANADA INC.

NEW RED CANADA LIMITED PARTNERSHIP

By:

 /s/ Joshua Kobza

Joshua Kobza

Vice President

cc:
Stephen Fraidin, Kirkland & Ellis LLP

William B. Sorabella, Kirkland & Ellis LLP

David B. Feirstein, Kirkland & Ellis LLP