SEC Company Response from Restaurant Brands International Limited Partnership (RSTRF) (CIK 0001618755) (RSTRF) — Jun 27, 2016
Restaurant Brands International Limited Partnership (RSTRF) (CIK 0001618755)
Date: June 27, 2016 · CIK: 0001618755 · Accession: 0001193125-16-632986
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36787
Referenced dates: June 22, 2016
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Andrew Mew, Senior Assistant Chief Accountant Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 26, 2016 File No. 001-36787
Re: Restaurant Brands International Limited Partnership
Dear Mr. Mew:
On behalf of Restaurant Brands International Limited Partnership (the “Company”), set forth below is the Company’s response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated June 22, 2016 with respect to the above referenced Annual Report on Form 10-K of the Company (the “2015 Form 10-K”).
For reference purposes, the text of the letter has been reproduced herein with responses below each numbered comment. For your convenience, the reproduced Staff comments from the letter have been italicized.
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 required by Item 10(e)(1)(i)(C). Please provide similar revisions in your Forms 10-Q.
June 27, 2016
Page 2 of 3
Response:
The Company respectfully acknowledges the Staff’s comment. The Company plans to revise its disclosure on page 42, as indicated below, in accordance with the Staff’s request in future filings with the Commission.
Non-GAAP Reconciliations
The table below contains information regarding EBITDA and Adjusted EBITDA, which are non-GAAP measures, which may differ from similarly captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance, as it provides them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. EBITDA is defined as earnings (net income or loss) before interest, (gain) loss on early extinguishment of debt, taxes, and depreciation and amortization and is used by management to measure the operating performance of the business. Adjusted EBITDA is defined as EBITDA excluding the non-cash impact of share-based compensation and non-cash incentive compensation expense, other operating expenses (income), net,and (income) loss from equity method investments, net of cash distributions received from equity method investments, and allas well as other operating expenses (income), net. Other specifically identified costs associated with nonrecurring projects are also excluded from Adjusted EBITDA, including acquisition accounting impact on cost of sales and, TH Tim Hortons transaction and restructuring costs and integration costs, each of which is associated with the acquisition of Tim Hortons. Adjusted EBITDA is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes do not directly reflect our core operations, andare not relevant to management’s assessment of operating performance or the performance of an acquired business. Adjusted EBITDA, as defined above, also represents our measure of segment income.
* * * * *
The Company acknowledges that (a) it is responsible for the adequacy and accuracy of the disclosure in the filings, (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings, and (c) 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 of the United States.
June 27, 2016
Page 3 of 3
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions, comments or requests for further information to me at 954-768-8255 or email at macculloughk@gtlaw.com.
Very truly yours,
GREENBERG TRAURIG, P.A.
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CORRESP
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CORRESP
June 27, 2016
VIA EDGAR
United States Securities and Exchange
Commission
Division of Corporation Finance
100 F Street,
N.E.
Washington, D.C. 20549-3561
Attention: Andrew Mew, Senior Assistant Chief Accountant
Re:
Restaurant Brands International Limited Partnership
Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 001-36787
Dear Mr. Mew:
On behalf of Restaurant Brands International Limited Partnership (the “Company”), set forth below is the Company’s response to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated June 22, 2016 with respect to the above referenced Annual Report on Form 10-K of the Company (the
“2015 Form 10-K”).
For reference purposes, the text of the letter has been reproduced herein with responses below each numbered comment. For
your convenience, the reproduced Staff comments from the letter have been italicized.
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 required by Item 10(e)(1)(i)(C). Please provide similar revisions in your
Forms 10-Q.
June 27, 2016
Page 2 of 3
Response:
The Company respectfully acknowledges the
Staff’s comment. The Company plans to revise its disclosure on page 42, as indicated below, in accordance with the Staff’s request in future filings with the Commission.
Non-GAAP Reconciliations
The table below contains
information regarding EBITDA and Adjusted EBITDA, which are non-GAAP measures, which may differ from similarly captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors
in assessing our operating performance, as it provides them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing these non-GAAP measures, we
intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. EBITDA is defined as earnings (net income or loss) before interest, (gain) loss on early extinguishment of
debt, taxes, and depreciation and amortization and is used by management to measure the operating performance of the business. Adjusted EBITDA is defined as EBITDA excluding the non-cash impact of share-based compensation
and non-cash incentive compensation expense, other operating expenses (income), net,and (income) loss from equity method investments, net of cash distributions received from equity method investments, and
allas well as other operating expenses (income), net. Other specifically identified costs associated with nonrecurring projects are also excluded from Adjusted EBITDA, including acquisition accounting
impact on cost of sales and, TH Tim Hortons transaction and restructuring costs and integration costs, each of which is associated with the acquisition of Tim Hortons. Adjusted
EBITDA is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes do not directly reflect our core operations,
andare not relevant to management’s assessment of operating performance or the performance of an acquired business. Adjusted EBITDA, as defined above, also represents our measure of segment income.
* * * * *
The Company acknowledges that
(a) it is responsible for the adequacy and accuracy of the disclosure in the filings, (b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filings, and (c) 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 of the United States.
June 27, 2016
Page 3 of 3
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
direct any questions, comments or requests for further information to me at 954-768-8255 or email at macculloughk@gtlaw.com.
Very truly yours,
GREENBERG TRAURIG, P.A.
/s/ Kara L. MacCullough
Kara L. MacCullough
cc:
Joshua Kobza, Chief Financial Officer
Jill Granat, General Counsel & Secretary