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SEC Response Letter

 David Feirstein

 To Call Writer Directly:
(212) 446-4861

 David.Feirstein@kirkland.com

 601 Lexington Avenue

New York, New York 10022

(212) 446-4800

www.kirkland.com

 Facsimile:

(212) 446-6460

 October 20, 2014

Via EDGAR

 Mr. Nolan McWilliams

Assistant Director

 United States Securities and Exchange

Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, D.C. 20549

Re:
1011773 B.C. Unlimited Liability Company

New Red Canada Partnership

Registration Statement on Form S-4

Filed on September 16, 2014

File No. 333-198769

File No. 333-19769-01

 Dear Mr. McWilliams:

On behalf of our clients 1011773 B.C. Unlimited Liability Company, a corporation organized under the laws of British Columbia
(“Holdings”) and New Red Canada Partnership, a general partnership organized under the laws of Ontario (“Partnership” and together with Holdings, the “Registrants”), and pursuant to the applicable provisions of the
Securities Act of 1933 (as amended, the “Securities Act”), and the rules promulgated thereunder, please find enclosed for filing with the Securities and Exchange Commission (the “Commission”), a complete copy of Amendment
No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on S-4 of the Company, initially filed on September 16, 2014 (the “Registration Statement”). We have enclosed a courtesy package, which
includes four copies of Amendment No. 1, all of which have been marked to show changes from the initial filing of the Registration Statement.

Amendment No. 1 reflects certain revisions to the Registration Statement in response to the comment letter addressed to Joshua Kobza, the
Principal Executive Officer of Holdings, dated October 14, 2014, from the staff of the Commission (the “Staff”). In addition, Amendment No. 1 updates certain of the disclosures contained in the Registration Statement. The
numbered

 Chicago    Hong Kong    London    Los
Angeles    Munich    Palo Alto    San Francisco    Shanghai    Washington, D.C.

paragraphs below set forth the Staff’s comments together with our responses. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration
Statement and all page numbers in the responses below refer to Amendment No. 1.

 Registration Statement on Form S-4

About This Joint Information Statement/Circular

1.
Staff’s comment: 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.

 Response: In response to the Staff’s comment, the Registrants have
revised the disclosure in the third paragraph of the “About This Joint Information Statement/Circular” section of the Registration Statement to remove the implication that the Registrants are not responsible for the accuracy and
completeness of the disclosures in the Registration Statement.

 Questions and Answers about the Transactions, page 1

2.
Staff’s comment: 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.

Response: In response to the Staff’s comment, the Registrants have added a question and answer on page 5 of
the Registration Statement relating to the potential negative factors considered by the board of directors of Tim Hortons in relation to the transactions. In addition, the Registrants have added a question and answer on page 10 of the Registration
Statement relating to the potential negative factors considered by the board of directors of Burger King Worldwide in relation to the transactions.

3.
Staff’s comment: 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 regarding the amount of financing and amount of debt to be incurred in connection with the transaction.

Response: In response to the Staff’s comment, the Registrants have added questions and answers regarding
the reasons why the new business will be incorporated in Canada and as to the amount of financing and debt to be incurred in connection with the transactions on page 5 of the Registration Statement.

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

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

 Response: In response
to the Staff’s comment, the Registrants have revised the disclosures on pages 2 and 10 of the Registration Statement.

5.
Staff’s comment: 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.

Response: In response to the Staff’s comment, the Registrants have added a question and answer on pages 2
and 3 of the Registration Statement relating to the interests of directors and officers of Tim Hortons in the transactions that might be different from the interests of shareholders. In addition, the Registrants have revised the Questions and
Answers for Burger King Stockholders on page 10 of the Registration Statement to reflect the differences in interests between officers and directors of Burger King Worldwide and its stockholders.

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

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

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 14 of the
Registration Statement.

 Who is soliciting my proxy?, page 24

7.
Staff’s comment: You state that proxies 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.

Response: The Registrants respectfully advise the Staff that, as a foreign private issuer, Tim Hortons is not
subject to the proxy requirements of Regulation 14A promulgated under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”). As a Canadian reporting issuer, however, Tim Hortons is subject to proxy disclosure requirements
under applicable Canadian law, including notably Part 9 of

National Instrument 51-102 Continuous Disclosure Obligations. The Registrants confirm, on behalf of Tim Hortons, that Tim Hortons will comply with the Canadian regulations with respect to
the solicitation of proxies to which it is subject, including with respect to the filing of any disclosure material that it sends to its securityholders.

Summary of Financial Information, page 24

8.
Staff’s comment: 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.

Response: In response to the Staff’s comment, the Registrants have revised the disclosures on pages 24, 37,
58 and 245 of the Registration Statement.

 Risk Factors, page 26

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

9.
Staff’s comment: Please clarify that the shareholders of Burger King will not know the exact mix of consideration that they will receive prior to making their election.

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 28 of the
Registration Statement.

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

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

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 39 of the
Registration Statement.

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

11.
Staff’s comment: 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.

 Response: In response to the Staff’s comment, the
Registrants have revised the disclosure on page 41 of the Registration Statement.

 Cautionary Note Regarding Forward-Looking Statements, page 47

12.
Staff’s comment: 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 reference to the statute.

 Response: In response to the Staff’s
comment, the Registrants have revised the disclosure on page 47 of the Registration Statement to remove such reference.

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

13.
Staff’s comment: 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 have 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.

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 53 of the
Registration Statement to remove the reference that the unaudited condensed consolidated financial statements and notes thereto for the quarterly period ended June 30, 2014 are not incorporated by reference. Such financial statements are
incorporated by reference into the Registration Statement.

14.
Staff’s comment: 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 number of company restaurants and franchise restaurants either within the table on page 55
or in the footnotes, for each period presented.

 Response: In response to the Staff’s
comment, the Registrants have revised the disclosure on page 55 of the Registration Statement.

 Selected Pro Forma Non-GAAP Financial
Data, page 58

15.
Staff’s comment: Within footnote (2) on page 59, you state that pro forma adjusted 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.

Response: In response to the Staff’s comment, the
Registrants have revised the disclosure on page 59 of the Registration Statement.

 Beneficial Stock Ownership Information of Burger King
Worldwide Stockholders, page 75

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

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 75 of the
Registration Statement to provide ownership information as of the most recent practicable date.

 The Transactions, page 77

17.
Staff’s comment: 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 “Litigation Related to the Transactions” in the table of contents but we are unable to locate this disclosure on page 147.

Response: In response to the Staff’s comment, the Registrants have revised the table of contents to remove
the reference to “Litigation Related to the Transactions”, since as of the date hereof there is no known litigation in connection with the transactions.

Recommendation of Tim Hortons Board of Directors, page 92

18.
Staff’s comment: 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.

 Response: In response to the Staff’s comment, the
Registrants have revised the disclosures on pages 95 and 98 of the Registration Statement regarding how the combined company will be expected to accomplish the objectives referred to in the disclosure in light of the fact that Tim Hortons and Burger
King Worldwide will remain separate brands.

19.
Staff’s comment: You state that requiring Holdings to be a significant supplier of shared 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.

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 94 of the
Registration Statement to list the shared services that Holdings will oversee after the consummation of the transactions.

20.
Staff’s comment: Please clarify whether 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.

 Response: In response to the Staff’s comment, the Registrants
have added a bullet to the list of potentially negative factors considered by the Burger King Worldwide board of directors on page 99 of the Registration Statement regarding the new debt expected to be incurred in connection with the transactions.

21.
Staff’s comment: 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.

 Response: In response to the Staff’s comment, the
Registrants have revised the disclosure on page 97 of the Registration Statement to quantify the transaction costs and expenses.

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

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

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 98 of the
Registration Statement.

23.
Staff’s comment: 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 transactions.
Please disclose the tax benefits that the combined company expects as a result of the arrangement transactions.

Response: In response to the Staff’s comment, the Registrants have revised the disclosure on page 99 of the
Registration Statement accordingly.

24.
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