SecProbe.io

<DOCUMENT>
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 June 25, 2025

Joshua Kobza
Chief Financial Officer
Restaurant Brands International Inc.
130 King Street West, Suite 300
Toronto, Ontario M5X1E1
Canada

 Re: Restaurant Brands International Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 21, 2025
 File No. 001-36786
Dear Joshua Kobza:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

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 CORRESP

 June 23, 2025
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of
Trade & Services 100 F. Street, N.E. Washington,
D.C. 20549 Attention: Amy Geddes and Doug Jones

 Re:
 Restaurant Brands International Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 21, 2025
 File No. 001-36786
 Ladies and Gentlemen: This letter is submitted
on behalf of Restaurant Brands International Inc. (the “ Company ”), in response to the comments of the staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the
“ Commission ”) with respect to the Company’s Annual Report on Form 10-K filed with the Commission on February 21, 2025 (the “ 2024
 10-K ”), as set forth in your letter dated June 12, 2025 (the “ Comment Letter ”).
 For reference purposes, the text of the Staff comment in the Comment Letter has been reproduced herein. For your convenience, the reproduced
Staff comment from the letter has been italicized. Form 10-K for Fiscal Year Ended
December 31, 2024 Item 8. Financial Statements and Supplementary Data
 Notes to Consolidated Financial Statements Note 18.
Segment Reporting and Geographical Information, page 99

 1.
 Please tell us how your disclosure complies with the requirement to disclose how the chief operating
decision maker uses your reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC
 280-10-50-29.f. Refer to ASC 280-10-55-47.bb for
guidance.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Trade & Services
 June 23, 2025 Page 2
 We respectfully acknowledge the Staff’s comment. We advise the Staff that we will revise our disclosure in future filings, commencing in
our Form 10-Q for the quarter ending June 30, 2025, to provide greater clarity as to how our chief operating decision maker uses our reported measure of segment profit in assessing segment performance and
allocation of resources. Specifically, we will add the following underlined language in our Segment footnote disclosure:
 “Our chief operating decision maker uses Adjusted Operating Income (i) in the budgeting process and in periodic
reviews of segment performance by comparing variances in actual segment income results to budget and (ii) during the annual budgeting process to make capital allocation decisions, including allocating resources to
segments. ” If you have any questions regarding the above, please contact the undersigned at (954)
 768-8255 or macculloughk@gtlaw.com, or Jacqueline Friesner, the Company’s Chief Accounting Officer, at jfriesner@rbi.com.

 Very truly yours,

 GREENBERG TRAURIG, P.A.

 /s/ Kara L. MacCullough

 Kara L. MacCullough

 cc:
 Sami A. Siddiqui, Chief Financial Officer
 Restaurant Brands International Inc.
 Greenberg Traurig, P.A. | Attorneys at
Law www.gtlaw.com

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<TEXT>
 June 12, 2025

Joshua Kobza
Chief Financial Officer
Restaurant Brands International Inc.
130 King Street West, Suite 300
Toronto, Ontario M5X1E1
Canada

 Re: Restaurant Brands International Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 21, 2025
 File No. 001-36786
Dear Joshua Kobza:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
General

1. We reviewed the Form 10-K for the year ended December 31, 2024 of your
 subsidiary Restaurant Brands International Limited Partnership, for
which we issued a
 comment. It appears that comment is applicable to Restaurant Brands
International
 Inc. In this regard, please respond to us accordingly.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 June 12, 2025
Page 2

 Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 7, 2022
José E. Cil
Chief Executive Officer
Restaurant Brands International Inc.
130 King Street West, Suite 300
Toronto, Ontario, Canada M5X 1E1
Re:Restaurant Brands International Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 29, 2022
File No. 001-36786
Dear José E. Cil:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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Document

September 29, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Mr. Christopher Dunham

Re:  Restaurant Brands International Inc.

Definitive Proxy Statement on Schedule 14A

Filed April 29, 2022

File No. 001-36786

Dear Mr. Dunham:

Set forth below are the responses of Restaurant Brands International, Inc. (the “Company”), to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated September 20, 2022 with respect to the above referenced Definitive Proxy Statement on Schedule 14A (the “2022 Proxy Statement”) .

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.

Definitive Proxy Statement on Schedule 14A filed April 29, 2022

General

1. Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from shareholders.

Response:

The Company respectfully acknowledges the Staff’s comment and plans to revise its disclosure in future filings in accordance with the Staff’s request to expand the discussion of the reasons we believe our leadership structure is appropriate, addressing our specific characteristics or circumstances.

130 King Street West, Suite 300, Toronto, ON M5X 1E1

 Telephone:  905-845-6511

2. Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may:

• represent the board in communications with shareholders and other stakeholders;

• require board consideration of, and/or override your CEO on, any risk matters; or

• provide input on design of the board itself.

Response:

The Company respectfully acknowledges the Staff’s comment and plans to revise its disclosure in future filings in accordance with the Staff’s request to expand upon the role our Lead Independent Director plays in the leadership of the Board.

3. Please expand upon how your board administers its risk oversight function. For example, please disclose:

• why your board elected to retain direct oversight responsibility for particular risks, such as sustainability and food safety, rather than assign oversight to a board committee;

• the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed;

• whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment;

• how the board interacts with management to address existing risks and identify significant emerging risks; and

• how your risk oversight process aligns with your disclosure controls and procedures.

Response:

The Company respectfully acknowledges the Staff’s comment and plans to revise its disclosure in future filings in accordance with the Staff’s request to expand on how our board administers its risk oversight function.

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 305-378-3133 or email at mkeusch@rbi.com

Very Truly Yours,

Restaurant Brands International Inc.

/s/ Michele L. Keusch

Michele L. Keusch, Assistant Secretary

cc: Jill Granat, General Counsel & Secretary

 Kara MacCullough, Shareholder Greenberg Traurig, P.A.

United States securities and exchange commission logo
September 20, 2022
José E. Cil
Chief Executive Officer
Restaurant Brands International Inc.
130 King Street West, Suite 300
Toronto, Ontario, Canada M5X 1E1
Re:Restaurant Brands International Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 29, 2022
File No. 001-36786
Dear Mr. Cil:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 29, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Lead Independent Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Lead Independent Director may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.

 FirstName LastNameJosé E. Cil
 Comapany NameRestaurant Brands International Inc.
 September 20, 2022 Page 2
 FirstName LastName
José E. Cil
Restaurant Brands International Inc.
September 20, 2022
Page 2
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

•why your board elected to retain direct oversight responsibility for particular risks,
such as sustainability and food safety, rather than assign oversight to a board
committee;
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

August 29, 2018
Matthew Dunnigan
Chief Financial Officer
Restaurant Brands International Inc.
226 Wyecroft Road
Oakville, Ontario, Canada L6K 3X7
Re:Restaurant Brands International Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 23, 2018
File No. 001-36786
Dear Mr. Dunnigan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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CORRESP

 August 17, 2018

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3561

 Attention: Ms. Beverly
Singleton

 Re:  Restaurant Brands International Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed February 23, 2018

Form 10-Q for the Quarterly Period Ended June 30, 2018

Filed August 1, 2018

File No. 001-36786

Dear Ms. Singleton:

On behalf of Restaurant Brands International, Inc. (the “Company”), set forth below are the Company’s responses to comments received from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated August 9, 2018 with respect to the above referenced Annual Report on Form 10-K
(the “2017 Form 10-K”) and Quarterly Report on Form 10-Q (the “Q2 2018 Form 10-Q”).

 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 the Fiscal Year Ended December 31, 2017

 Selected Financial Data

Operating Metrics, page 25

1.  Reference is to the table presentation of your operating metrics. As you did not acquire Popeyes
Louisiana Kitchen, Inc. (“PLK”) until March 27, 2017, please further clarify in the paragraph that immediately precedes the table that PLK operational data for periods prior to the acquisition date are derived from historical data of
PLK obtained from previous owners. Thus disclose for the fiscal year 2017 operating metrics of system-wide sales growth, comparable sales and net restaurant growth, as it pertains to Popeyes, such metrics are calculated using the historical
information of prior owners, and may not necessarily reflect actual data had Popeyes been included in your results for all periods shown.

Response:

The Company respectfully acknowledges the Staff’s comment. The Company plans to revise its disclosure on page 25 of the 2017 Form 10-K, as indicated below, in accordance with the Staff’s request in future filings with the Commission.

“The following table presents our operating metrics for each of the periods indicated. The operating metrics for 2017, 2016 and 2015
have been derived from our internal records. The system-wide sales growth, system-wide sales, comparable sales and net restaurant growth presented for Popeyes are calculated using the historical information from Popeyes when it was under
previous ownership for periods prior to the acquisition date of March 27, 2017. Consequently, these metrics for Popeyes may not necessarily reflect actual data as if Popeyes had been included in our results for the full year in 2017, 2016 or
2015. We evaluate our restaurants and assess our business based on these operating metrics. These metrics may differ from those used by other companies in our industry who may define these metrics differently.”

 ALBANY

 AMSTERDAM

ATLANTA

 AUSTIN

BERLIN¬

BOCA RATON

 BOSTON

CHICAGO

 DALLAS

DELAWARE

 DENVER

FORT LAUDERDALE

 HOUSTON

LAS VEGAS

LONDON*

 LOS
ANGELES

 MEXICO CITY+

MIAMI

MILAN**

 NEW
JERSEY

 NEW YORK

 NORTHERN VIRGINIA

ORANGE COUNTY

 ORLANDO

PHILADELPHIA

 PHOENIX

ROME**

SACRAMENTO

 SAN FRANCISCO

SEOUL¥

SHANGHAI

 SILICON VALLEY

TALLAHASSEE

 TAMPA

TEL AVIV^

TOKYO¤

WARSAW~

WASHINGTON, D.C.

 WESTCHESTER COUNTY

WEST PALM BEACH

¬  OPERATES AS
GREENBERG TRAURIG GERMANY, LLP

*  OPERATES AS A
SEPARATE UK REGISTERED LEGAL
ENTITY

 +  OPERATES AS
GREENBERG TRAURIG, S.C.

** STRATEGIC ALLIANCE

¥ OPERATES AS
GREENBERG TRAURIG LLP

GREENBERG TRAURIG, P.A. ● ATTORNEYS AT LAW ● WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301 ● Tel: 954.765.0500 ● Fax 954.765.1477

     FOREIGN LEGAL CONSULTANT OFFICE

^   A BRANCH OF
GREENBERG TRAURIG,
P.A.,
FLORIDA, USA

 ¤  OPERATES AS
GT TOKYO
HORITSU JIMUSHO

 ~  OPERATES AS
GREENBERG
TRAURIG GRZESIAK SP.K.

 August 17, 2018

 Page
 2
 of 3

 Form 10-Q for the Quarterly Period Ended June 30, 2018

 Notes to the Condensed Consolidated Financial Statements

Note 4. Revenue Recognition, page 11

2.
 We note your disclosure regarding three performance obligations under your franchise agreements. It appears
that you have concluded that these items are not distinct and therefore are not separate performance obligations given your conclusion that they are highly interrelated. Please revise your disclosure to clarify your conclusions. Reference 606-10-25-22.

Response:

 The Company respectfully acknowledges the
Staff’s comment. The Company plans to modify the disclosure on page 11 of the Q2 2018 Form 10-Q as indicated below, in accordance with the Staff’s request in future filings with the Commission.

“Franchise revenues consist primarily of royalties, advertising fund contributions, initial and renewal franchise fees and upfront fees
from development agreements and master franchise and development agreements (“MFDAs”). Our performance obligations Under under franchise agreements,
consist of we provide franchisees with (a) a franchise license, which includes including a license to use our intellectual property one of our
brands and, in those markets where our subsidiaries manage an advertising fund, advertising and promotion management, (b) pre-opening services, such as training and inspections,
and (c) ongoing services, such as development of training materials and menu items and restaurant monitoring and inspections. The These performance obligations services we provide are highly
interrelated and dependent upon the franchise license and so we concluded the services do not represent do not consider them to be individually distinct
performance obligations. Consequently, we bundle the franchise license performance obligation and promises to provide services and therefore account for them under ASC 606 as into a
single performance obligation under ASC 606, which we satisfy is satisfied by providing a right to use our intellectual property over the term of each franchise agreement.”

3.
 We note from your disclosures on page 12 that you have identified the grant of subfranchising rights under
your MFDAs as a distinct performance obligation for which you recognize upfront fees from the master franchisee over the MFDA term on a straight-line basis. Please describe for us in greater detail the nature of the
sub-franchising rights under your MFDA agreements and your consideration of the criteria outlined in ASC
606-10-25-19 to 22 in determining such rights are separate performance obligations from the franchise license.

 Response:

 The Company
respectfully acknowledges the Staff’s comment.

 Each of the Company’s master franchise and development agreement (“MFDA”) arrangements
grants an exclusive license with respect to one of the Company’s brands to a master franchisee to enter into franchise agreements with third-party subfranchisees within a specified territory subject to the terms in the MFDA and obligates the
master franchisee to provide pre-opening and ongoing services to each of its subfranchisees. An MFDA does not provide the rights to a master franchisee or subfranchisee to operate a specific restaurant, as
each restaurant, whether operated by the master franchisee or a subfranchisee, requires a separate franchise agreement. The upfront fee paid by a master franchisee, as described in Note 4 to the Company’s consolidated financial statements
included in the Q2 2018 Form 10-Q, is a separate fee from franchise fees paid pursuant to the terms of each franchise agreement upon a restaurant opening.

 Greenberg
Traurig,  P.A.  ●  ATTORNEYS AT LAW  ●  WWW.GTLAW.COM

 August 17, 2018

 Page
 3
 of 3

 To the extent that a master franchisee and subfranchisee enter into a franchise agreement, such agreement
will grant the subfranchisee a right to use the brand licensed by the master franchisee. In exchange, the master franchisee is paid fees by the subfranchisee, based on the terms of the franchise agreement between the master franchisee and
subfranchisee.

 The Company considered whether or not the MFDA license requires bundling with other goods or services to identify a distinct performance
obligation based on the criteria provided in ASC 606-10-25-19 to 22. ASC 606-10-25-19 states that a good or service that is promised to a customer is distinct if both (a) the customer can benefit from the good or service on its own or
together with other resources that are readily available to the customer, and (b) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Since an MFDA grants an
exclusive right to a master franchisee to enter into franchise agreements with subfranchisees over the entire term of the MFDA, the Company concluded the MFDA transfers a separately identifiable license of symbolic intellectual property to the
master franchisee, who can use and benefit from the license that has been transferred. A master franchisee may open an unlimited number of restaurants over the term of the MFDA, subject to compliance with the terms of the MFDA, and therefore may
benefit from the exclusivity on its own. As such, the Company concluded that the license of this symbolic intellectual property is distinct and upfront fees paid by a master franchisee should be recognized over the term of the MFDA.

Notwithstanding the conclusion above that the license of symbolic intellectual property under an MFDA is distinct, the Company interprets the guidance in ASC 606-10-25-19 to 22 to be specific to a good or service that is promised to a single customer and does not provide for the combination
of contracts or bundling of performance obligations for contracts between different unrelated parties. Therefore, the Company concluded its performance obligation to a master franchisee in an MFDA is inherently distinct from the performance
obligation of the master franchisee to a subfranchisee in a franchise agreement.

4.
 We note your statement on page 64 of your Form 10-K for the fiscal
year ended December 31, 2017 that the cost recovery accounting method is used to recognize revenue for the franchises for which collectability is not reasonably assured. Please tell us how you have considered collectability in evaluating
contract criteria and determining your transaction price. Reference ASC 606-10-25-1 and 606-10-32-3.

 Response:

The Company respectfully acknowledges the Staff’s comment.

The Company notes the statement on page 64 of the 2017 Form 10-K refers to infrequent circumstances that may arise at
some point during a franchise agreement term rather than at the inception of the franchise agreement. The Company considers it probable that it will collect all consideration due under its contracts with customers and do not have contracts with
customers which have been excluded from the scope of ASC 606 based on the guidance in ASC 606-10-25-1. Consequently the Company
removed references to such circumstances from its disclosures in Note 4 to the Company’s consolidated financial statements included in the Q2 2018 Form 10-Q.

*****

 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:
 Matthew Dunnigan, Chief Financial Officer

Jill Granat, General Counsel & Secretary

 Greenberg
Traurig,  P.A.  ●  ATTORNEYS AT LAW  ●  WWW.GTLAW.COM

August 9, 2018
Matthew Dunnigan
Chief Financial Officer
Restaurant Brands International Inc.
226 Wyecroft Road
Oakville, Ontario, Canada L6K 3X7
Re:Restaurant Brands International Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 23, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 1, 2018
File No. 001-36786
Dear Mr. Dunnigan:
            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 business days by providing the requested
information or advise 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 the Fiscal Year Ended December 31, 2017
Selected Financial Data
Operating Metrics, page 25
1.Reference is to the table presentation of your operating metrics.  As you did not acquire
Popeyes Louisiana Kitchen, Inc. ("PLK") until March 27, 2017, please further clarify in
the paragraph that immediately precedes the table that PLK operational data for periods
prior to the acquisition date are derived from historical data of PLK obtained from
previous owners.  Thus disclose for the fiscal year 2017 operating metrics of system-wide
sales growth, comparable sales and net restaurant growth, as it pertains to Popeyes, such
metrics are calculated using the historical information of prior owners, and may not

 FirstName LastNameMatthew  Dunnigan
 Comapany NameRestaurant Brands International Inc.
 August 9, 2018 Page 2
 FirstName LastName
Matthew  Dunnigan
Restaurant Brands International Inc.
August 9, 2018
Page 2
necessarily reflect actual data had Popeyes been included in your results for all periods
shown.

Form 10-Q for the Quarterly Period Ended June 30, 2018
Notes to the Condensed Consolidated Financial Statements
Note 4. Revenue Recognition, page 11
2.We note your disclosure regarding three performance obligations under your franchise
agreements.  It appears that you have concluded that these items are not distinct and
therefore are not separate performance obligations given your conclusion that they are
highly interrelated.  Please revise your disclosure to clarify your conclusions.  Reference
606-10-25-22.
3.We note from your disclosures on page 12 that you have identified the grant of sub-
franchising rights under your MFDAs as a distinct performance obligation for which you
recognize upfront fees from the master franchisee over the MFDA term on a straight-line
basis. Please describe for us in greater detail the nature of the sub-franchising rights under
your MFDA agreements and your consideration of the criteria outlined in ASC 606-10-
25-19 to 22 in determining such rights are separate performance obligations from the
franchise license.
4.We note your statement on page 64 of your Form 10-K for the fiscal year ended
December 31, 2017 that the cost recovery accounting method is used to recognize revenue
for the franchises for which collectability is not reasonably assured.  Please tell us how
you have considered collectability in evaluating contract criteria and determining your
transaction price.  Reference ASC 606-10-25-1 and 606-10-32-3.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Jean Yu at (202) 551-3305 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561
August 16, 2016

Joshua Kobza
Chief Financial Officer
Restaurant Brands International, Inc.
226 Wyecroft Road
Oakville, Ontario
Canada L6K 3X7

Re: Restaurant Brands International, Inc.
Form 10 -K for  Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 001-36786

Dear Mr. Kobza :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 secur ities laws of the United States.  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 Securities Exchange Act of 1934 and all applicable rules requ ire.

Sincerely,

 /s/ Lyn Shenk for

Andrew Mew
Senior Assistant Chief Accountant

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CORRESP

 August 2, 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 Inc.

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 26, 2016

File No. 001-36786

Dear Mr. Mew:

On behalf of Restaurant Brands International Inc. (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 July 19, 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 8-K furnished April 28, 2016

1. We note that your earnings release furnished on Form 8-K includes the prominent disclosure of certain non-GAAP financial measures such as adjusted
diluted EPS and adjusted EBITDA in the Highlights section at the top of the press release, which is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next
earnings release.

 Response:

 The Company respectfully acknowledges the Staff’s comment. The Company hereby
confirms that it has reviewed the updated Compliance and Disclosure Interpretations issued on May 17, 2016 and will revise its disclosure of non-GAAP financial measures in future filings and in its earnings releases in accordance with such updated
guidance.

ALBANY

AMSTERDAM

ATLANTA

AUSTIN

BOCA RATON

BOSTON

CHICAGO

DALLAS

DELAWARE

DENVER

FORT LAUDERDALE

HOUSTON

LAS VEGAS

LONDON*

LOS ANGELES

MEXICO CITY+

MIAMI

MILAN**

NEW JERSEY

NEW YORK

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TRAURIG, S.C.

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 August 2, 2016

 Page
 2
 of 2

 * * * * *

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.

 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

GREENBERG TRAURIG, P.A. • ATTORNEYS AT LAW • WWW.GTLAW.COM

Mail Stop 3561

July 19, 2016

Joshua Kobza
Chief Financial Officer
Restaurant Brands International, Inc.
226 Wyecroft Road
Oakville, Ontario
Canada L6K 3X7

Re: Restaurant Brands International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 001 -36786

Dear Mr. Kobza :

We have reviewed  your June 28, 2016  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to the comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment  apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to the comment , we may have additional comments.

Form 8 -K furnished April 28, 2016

1. We not e that your earnings release furnished on Form 8 -K includes the prominent disclosure
of certain non -GAAP financial measures such as adjusted diluted EPS and adjusted
EBITDA in the Highlights section at the top of the press release, which is inconsistent wi th
the updated Compliance and Disclosure Interpretations  issued on May 17, 2016.  Please
review this guidance when preparing your next earnings release.

Joshua Kobza
Restaurant Brands International, Inc.
July 19, 2016
Page 2

You may contact Krist in Shifflett at 202 -551-3381, Claire Erlanger at 202 -551-3301 or me
at 202 -551-3377 with any questions.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
1
filename1.htm

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 Inc.

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 26, 2016

File No. 001-36786

 Dear Mr. Mew:

On behalf of Restaurant Brands International Inc. (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

 Non-GAAP
Reconciliations, page 41

 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 4

 Response:

 The
Company respectfully acknowledges the Staff’s comment. The Company plans to revise its disclosure on page 41, 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.

Statements of Shareholders’ Equity, page 67

2. We note that in connection with the transactions that occurred in December 2014, the carrying amount of equity attributable to you was adjusted to
reflect the change in your ownership interest of your subsidiaries and you recorded $2,918 as noncontrolling interests. Please explain to us how you determined or calculated this initial amount of noncontrolling interest.

Response:

 The Company respectfully acknowledges the
Staff’s comment. In connection with the transactions that occurred in December 2014 (the “Transactions”), former shareholders of Burger King Worldwide (“BKW”) elected to receive either common shares in Restaurant Brands
International, Inc. (“RBI” or the “Company”) or Partnership Exchangeable Units (“PEUs”) of

June 27, 2016

 Page 3 of 4

 Restaurant Brands International Limited Partnership (“Partnership”) in exchange for their common shares
of BKW. Since the PEUs represent a substantive economic interest in Partnership, they are accounted for as a noncontrolling interest (“NCI”) in RBI’s consolidated financial statements.

The common equity of Partnership is comprised of two classes of common units. Class A units are held by RBI and Class B PEUs are held by former BKW
common shareholders, as described above. At December 12, 2014, the holders of PEUs held an economic interest of 56.7% in Partnership common equity.

Also in connection with the Transactions, Partnership became the parent company of both BKW and Tim Hortons Inc. (“THI”), which effectively created
two components of NCI at RBI. The first component of the NCI balance relates to the PEU holders’ interest in BKW and was derived by multiplying the book value of BKW closing equity immediately before the closing of the Transactions by the
economic interest in Partnership common equity attributable to the PEU holders. The second component of NCI relates to the PEU holders’ interest in THI and was derived by multiplying the fair value of equity issued in connection with the
Transactions by the economic interest in Partnership common equity attributable to the PEU holders, as illustrated in the following table:

 Entity

 Description

Amount
(USD in millions)

Percent

NCI

 BKW

Book value of BKW equity before closing

$
1,115.8

56.7
%

$
632.7

 THI

Fair value of equity issued in transactions

4,030.7

56.7
%

2,285.4

Total

$
2,918.1

 With respect to the BKW component, the “Book value of BKW equity before closing” of $1,115.8 million was comprised
of the book value of BKW common stock, additional paid in capital, retained earnings and accumulated other comprehensive income (loss) immediately before the closing of the Transactions. With respect to the THI component, the “Fair value of
equity issued in transactions” of $4,030.7 million was comprised of $3,783.1 million of RBI common shares and $247.6 million of warrants to purchase RBI common shares issued in connection with the Transactions.

* * * * *

 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 4 of 4

 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

Mail Stop 3561
June 22, 2016

Joshua Kobza
Chief Financial Officer
Restaurant Brands International, Inc.
226 Wyecroft Road
Oakville, Ontario Canada L6K 3X7

Re: Restaurant Brands International, Inc.
 Form 10-K for  Fiscal  Year Ended December 31, 2015
Filed February 26, 2016
File No. 001 -36786

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
information 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

Non-GAAP Reconciliations, page 41

1. We note that you disclose the non -GAAP financial measure s 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.

Statements of Shareholders’ Equity, page 67

2. We note that in connection with the transactions that occurred in December 2014, the
carrying amount of equity attributable to you was adjusted to refle ct the change in your

Joshua Kobza
Restaurant Brands International, Inc.
June 22, 2016
Page 2

 ownership interest of your subsidiaries and you recorded $2,918 as noncontrolling
interests.  Please explain to us how you determined or calculated this initial amount of
noncontrolling interest.

We urge all persons who are respons ible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in posses sion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 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 of 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

CORRESP
1
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

October 30, 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: 9060669 Canada Inc.
 New Red Canada Partnership
Amendment No. 2 to Registration Statement on Form S-4
Filed October 2 9, 2014
  File No. 333-198769  & -01

Dear Mr. Kobza:

We have reviewed your response to our letter dated October 27, 2014  and have the
following additional comments.

Opinions of Tim Hortons Financial Advisors, page 100

Opinion of Citigroup Global Markets Inc., page 100

1. We note your response to our prior comment 2.  To the extent Citi’s professional
judgment was based on the factors taken into consideration as described in each analysis,
please briefly explain how each factor influenced the range of multiples used in the
analysis.  Please  similarly revise the opinion for  RBC Capital Markets.

Unaudited Pro Forma Condensed Consolidated  Financial Information, page 246

Notes to unaudited pro forma condensed consolidated balance sheet, page 2 50

2. We note your response to our  prior comment 8 and the changes that have been made to
footnote 3(e) in response to our prior comment but are unable to determine how you
determined the gross share consideration ranging between $3,228.4 million and $3,833.5
million based on Burger King W orldwide ’s stock prices during the period from August
28, 2014 through October 17, 2014 of from $28.48 to $33.82 per share.  Based on Burger
King Worldwide ’s stock prices of $28.48 to $33.82 per share and the 107.2 million new
common shares in Holdings tha t are expected to be issued in the transaction we would
expect the gross share consideration to range from $3,054.3 million to $3,627.0 million.
If the differences between our expected amounts and the disclosures which you have

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 30, 2014
 Page 2

 provided in footnote 3(e) a re due to your use of O ctober 17, 2014 exchange rates in
determining the amounts disclosed in footnote 3(e) rather than those as of June 30, 2014
consistent with the other pro forma disclosures, please revise to reflect the range of the
total purchase cons ideration using the June 30, 2014 exchange rates consistent with the
other disclosures provided in the pro forma financial information.

3. Additionally, if changes in exchange rates could materially impact the fair value of the
consideration issued in the tr ansaction, please revise to also include a sensitivity analysis
explaining how changes in exchange rates could impact the total purchase consideration.

4. We note your respon se to our prior comment 14  and the changes that have been made to
footnote (8) on page 256 in response to our prior comment.  Please explain why the
market price as of October 17,  2014 that was used to value the warrant issued to
Berkshire to acquire 1.75% or approximately 8.3 million common shares of $29.50
appears to differ from that used in valuing the share based consideration to be issued in
the merger transaction as disclosed in footnote 3(b) on page 253 of C$33.27 per share or
approximately $31.18 based on the exchange rate at June 30, 2014 of .93721.  Please
advise or revise as a ppropriate.

You may contact Kristin Shifflett  at (202) 551 -3381  or Linda Cvrkel, Accounting Branch
Chief,  at (202) 551 -3813  if you have questions regarding comments on the financial statements
and related matters.  Please contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -
3642  with any other questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

cc: David B. Feirstein
 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

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 31, 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:
9060669 Canada Inc.

New Red Canada Limited Partnership (f/k/a New Red Canada Partnership)

Amendment No. 2 to Registration Statement on Form S-4

Filed on October 29, 2014

File No. 333-198769

File No. 333-19769-01

 Dear Mr. McWilliams:

On behalf of our clients 9060669 Canada Inc., a corporation organized under the laws of Canada (formerly known as 1011773 B.C. Unlimited
Liability Company, a corporation organized under the laws of British Columbia, “Holdings”) and New Red Canada Limited Partnership, a limited partnership organized under the laws of Ontario (formerly known as 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. 3 (“Amendment No. 3”) to the
above-captioned Amendment No. 2, filed on October 29, 2014 (“Amendment No. 2”), to Registration Statement on Form S-4 of the Registrants, initially filed on September 16, 2014 (the “Registration Statement”).
We have enclosed a courtesy package, which includes four copies of Amendment No. 3, all of which have been marked to show changes from Amendment No. 2.

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

 Amendment No. 3 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 30, 2014, from the staff of the Commission (the “Staff”). In addition, Amendment No. 3 updates certain of the disclosures
contained in the Registration Statement. The numbered 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. 3.

 Registration Statement on Form S-4

Opinions of Tim Hortons Financial Advisors, page 100

Opinion of Citigroup Global Markets Inc., page 100

1.
Staff’s comment: We note your response to our prior comment 2. To the extent Citi’s professional judgment was based on the factors taken into consideration as described in each analysis, please
briefly explain how each factor influenced the range of multiples used in the analysis. Please similarly revise the opinion for RBC Capital Markets.

Response: In response to the Staff’s comment, the Registrants have revised the disclosures on pages 103,
104, 105 and 110 of the Registration Statement.

 Unaudited Pro Forma Condensed Consolidated Financial Information, page 246

Notes to unaudited pro forma condensed consolidated balance sheet, page 250

2.
Staff’s comment: We note your response to our prior comment 8 and the changes that have been made to footnote 3(e) in response to our prior comment but are unable to determine how you determined the
gross share consideration ranging between $3,228.4 million and $3,833.5 million based on Burger King Worldwide’s stock prices during the period from August 28, 2014 through October 17, 2014 of from $28.48 to $33.82 per share. Based on
Burger King Worldwide’s stock prices of $28.48 to $33.82 per share and the 107.2 million new common shares in Holdings that are expected to be issued in the transaction we would expect the gross share consideration to range from $3,054.3
million to $3,627.0 million. If the differences between our expected amounts and the disclosures which you have provided in footnote 3(e) are due to your use of October 17, 2014 exchange rates in determining the amounts disclosed in footnote
3(e) rather than those as of June 30, 2014 consistent with the other pro forma disclosures, please revise to reflect the range of the total purchase consideration using the June 30, 2014 exchange rates consistent with the other disclosures
provided in the pro forma financial information.

 Response: The Registrants respectfully advise the Staff that
the share consideration amounts were based on the Burger King Worldwide stock price on October 17, 2014, which was $29.50 per share (as also discussed in the Registrants’ response to comment 4). This USD share price was then converted to
CAD using the October 17, 2014 exchange rate of 1.1277 resulting in a CAD stock price of C$33.27. The share consideration resulting from the CAD stock price of C$33.27 as of October 17, 2014 was then converted back to USD using the
June 30, 2014 balance sheet date exchange rate of 0.93721. The Registrants applied a consistent convention to the sensitivity analysis as follows:

•

$28.48 × 1.1277 October 17, 2014 rate = C$32.12

•

$33.82 × 1.1277 October 17, 2014 rate = C$38.14

 Based on the foregoing, the
Registrants calculated share consideration as follows:

Low

High

 Tim Hortons shares

133,639,410

133,639,410

 Exchange ratio

0.8025

0.8025

 Holdings shares (in thousands)

107,246

107,246

 Price per Holdings share in CAD

C$
32.12

C$
38.14

 Gross share consideration in CAD

C$
3,444.7 million

C$
4,090.4 million

 Exchange rate

0.93721

0.93721

 Gross share consideration in USD

$
3,228.4 million

$
3,833.5 million

 Less: Attribution of RSU / PSU post-combination expense (a)

$
(5.0) million

$
(6.0) million

 Total share consideration

$
3,223.4 million

$
3,827.5 million

 DSU settlement (a)

$
13.1 million

$
13.8 million

 Cash consideration

$
8,191.0 million

$
8,191.0 million

 Total consideration

$
11,427.5 million

$
12,032.3 million

(a)
By applying the same share consideration, the attribution of RSU / PSU post-combination expense would range from $5.0 million to $6.0 million and the DSU settlement would have ranged from $85.55 to $90.08 per DSU, or a
total DSU settlement between $13.1 million and $13.8 million.

 The Registrants have revised footnote 3(e) on page 253 of
the Registration Statement to more clearly explain this conversion process and the resulting share consideration and total consideration.

3.
Staff’s comment: Additionally, if changes in exchange rates could materially impact the fair value of the consideration issued in the transaction, please revise to also include a sensitivity analysis
explaining how changes in exchange rates could impact the total purchase consideration.

Response: In response to the Staff’s comment, the Registrants have added a sensitivity analysis to footnote
3(f) on page 253 of the Registration Statement to explain how changes in exchange rates could impact the total purchase consideration by reflecting the impact of a 10% change in exchange rates (as compared to June 30, 2014) on total
purchase consideration.

 This sensitivity analysis was derived by adjusting the June 30, 2014 exchange rate of 0.93721 by
10%, as follows:

 Exchange Rate

CAD

0.93721

0.84349

1.03093

 Cash consideration

C$
8,739.8

$
8,191.0

$
7,371.9

$
9,010.1

 Share consideration

3,562.2

3,338.5

3,004.7

3,672.4

 DSU settlement

14.1

13.2

11.9

14.5

 Total purchase consideration

C$
12,316.1

$
11,542.7

$
10,388.5

$
12,697.0

4.
Staff’s comment: We note your response to our prior comment 14 and the changes that have been made to footnote (8) on page 256 in response to our prior comment. Please explain why the market
price as of October 17, 2014 that was used to value the warrant issued to Berkshire to acquire 1.75% or approximately 8.3 million common shares of $29.50 appears to differ from that used in valuing the share based consideration to be
issued in the merger transaction as disclosed in footnote 3(b) on page 253 of C$33.27 per share or approximately $31.18 based on the exchange rate at June 30, 2014 of .93721. Please advise or revise as appropriate.

Response: The Registrants respectfully advise the Staff that the share consideration amounts were based on the
Burger King Worldwide stock price on October 17, 2014, which was $29.50 per share. This stock price was also used to value the warrant, as disclosed in footnote (8) on page 256 of the Registration Statement. For the purpose of the
share consideration, this USD share price was converted to CAD using the October 17, 2014 exchange rate of 1.1277, resulting in a CAD stock price of C$33.27. The share consideration resulting from the CAD stock price of C$33.27 as of
October 17, 2014 was then converted back to USD using the June 30, 2014 balance sheet date exchange rate of 0.93721, as follows:

•

$29.50 × 1.1277 October 17, 2014 rate = C$33.2672 per share

•

107,245,627 Holdings shares × C$33.2672 = C$3,567.7 million

•

C$3,567.7 million × 0.93721 June 30, 2014 rate = $3,343.7 million

•

$3,343.7 million, less $5.2 million attribution of RSU / PSU post-combination expense = $3,338.5 million

The Registrants have revised footnote 3(b) on page 253 of the Registration Statement to more clearly explain this conversion process and
the resulting share consideration.

*        *        *
 *

 In addition, the Registrants hereby acknowledge that:

•

should 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 its 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.

 We hope that the foregoing has been responsive to the Staff’s comments.

If you have any questions related to this letter, please contact me at (212) 446-4861.

Sincerely,

 /s/ David B. Feirstein

David B. Feirstein

cc:
Joshua Kobza

 Jill Granat

Burger King Worldwide, Inc.

Stephen Fraidin

 William B.
Sorabella

 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

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 29, 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:
9060669 Canada Inc. (f/k/a 1011773 B.C. Unlimited Liability Company)

New Red Canada Partnership

Amendment No. 1 to Registration Statement on Form S-4

Filed on October 21, 2014

File No. 333-198769

File No. 333-19769-01

 Dear Mr. McWilliams:

On behalf of our clients 9060669 Canada Inc., a corporation organized under the laws of Canada (formerly known as 1011773 B.C. Unlimited
Liability Company, a corporation organized under the laws of British Columbia, “Holdings”) and New Red Canada Partnership, a limited partnership organized under the laws of Ontario (formerly 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. 2 (“Amendment No. 2”) to the above-captioned Amendment No. 1, filed on
October 21, 2014 (“Amendment No. 1”), to Registration Statement on Form S-4 of the Registrants, filed on September 16, 2014 (the “Registration Statement”). We have enclosed a courtesy package, which includes four
copies of Amendment No. 2, all of which have been marked to show changes from Amendment No. 1.

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

 Amendment No. 2 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 27, 2014, from the staff of the Commission (the “Staff”). In addition, Amendment No. 2 updates certain of the disclosures
contained in the Registration Statement. The numbered 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. 2.

 Registration Statement on Form S-4

Burger King Worldwide’s Reasons for the Merger, page 98

1.
Staff’s comment: We note your response to our prior comment 23 and the disclosure that the anticipated tax benefits was one of Burger King Worldwide’s reasons to support the transaction. Please
revise to disclose the “lower combined effective tax rate” relative to Burger King’s current tax rate.

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

 Opinions of Tim Hortons Financial Advisors, page 100

2.
Staff’s comment: We note your response to our prior comments 27, 28, and 30. In each instance where Citi applied its “professional judgment” in determining the range of multiples used in the
analysis, please briefly describe the rationale for Citi’s professional judgment. Please similarly revise the opinion of RBC Capital Markets.

Response: In response to the Staff’s comment, the Registrants have revised the disclosures on pages 103,
104, 105 and 110 of the Registration Statement.

 Selected Precedent Transactions Analysis, page 104

3.
Staff’s comment: We note your response to our prior comment 28. Please discuss the material factors that may limit comparability of the precedent transactions to this transaction given the number of
transactions which occurred four or more years ago and the significant range in transaction size.

Response: In response to the Staff’s comment, the Registrants have revised the disclosures on pages 102 and
109 of the Registration Statement.

 Opinion of Burger King Worldwide’s Financial Advisor, page 113

4.
Staff’s comment: We note your response to our prior comment 31. However, please disclose the material financial forecasts prepared by Tim Hortons management and provided to and examined by the Burger
King Worldwide board and its financial advisor. We believe that the Burger King Worldwide shareholders should also receive the same information that the Burger King Worldwide board and its financial advisor reviewed. Please revise the prospectus
accordingly.

 Response: In response to the Staff’s comment, the Registrants have revised
the disclosures on pages 124 and 125 of the Registration Statement to disclose the material financial forecasts prepared by Tim Hortons management and provided to and examined by the Burger King Worldwide board of directors and its financial
advisor.

 Treatment of Outstanding Tim Hortons’ Equity Awards, page 187

5.
Staff’s comment: We note from your response to our prior comment 37 that the Tim Hortons’ common shares to be received in exchange for vested Tim Hortons stock options that are surrendered have
been included as part of the purchase price. However, we are unable to determine where such shares have been reflected in the calculation of the purchase price included in Note 3 to the pro forma financial information included on page 250 of the
registration statement. Please advise or revise as appropriate.

 Response: In response to the
Staff’s comment, the Registrants have revised footnote 3(a) on page 252 of the Registration Statement to include a breakout of the Tim Hortons diluted common share count settled at close, which includes Tim Hortons issued and outstanding common
share count of 133,126,058 as of June 30, 2014, 113,155 shares subject to RSUs and PSUs that immediately vest, net of shares in trust, and 400,197 shares subject to vested stock options.

Unaudited Pro Forma Condensed Consolidated Financial Information, page 244

6.
Staff’s comment: In the introductory paragraph, we note your discussion of the financing transactions you will enter into as part of the acquisition. Based upon your disclosure on page 18 under the
heading “Financing,” it appears that as part of the transaction you will also enter into a senior secured revolving credit facility in the principal amount of $500 million. Please revise your disclosure, either in the introductory
paragraph or within the notes to the pro forma financial information, to explain the reasons this credit facility is not included within the pro forma information.

Response: In response to the Staff’s comment, the Registrants have revised footnote 4 on page 254 of the
Registration Statement to explain that Holdings does not have the intention to immediately draw from the senior secured revolving credit facility to finance the transactions. As such, the senior secured revolving credit facility is not

considered an anticipated borrowing that is accounted for as a financing adjustment on the unaudited pro forma condensed consolidated balance sheet. However, agency fees and unused fees on the
senior secured revolving credit facility are included as a pro forma financing adjustment in the unaudited pro forma condensed consolidated statement of operations (refer to footnotes (d) and (D)).

Notes to unaudited pro forma condensed consolidated balance sheet, page 248

7.
Staff’s comment: Refer to footnote 2(i). We note the disclosure added to footnote 2(i) which indicates that the amount of $442.8 reflected in the table on page 248 includes post-combination expense
attributable to the accelerated vesting of outstanding Tim Hortons RSUs and PSUs. Please tell us and revise footnote (i) to disclose the amount of post-combination expense included in such amount and explain in footnote (i) how this
expense was calculated or determined. Also, please explain in footnote (i) where the various amounts comprising these fees and expenses have been reflected in the adjustments to your pro forma balance sheet.

Response: In response to the Staff’s comment, the Registrants have revised footnote 2(i) on page 251 of the
Registration Statement to include disclosure of the post-combination expense of $18.0 million associated with the accelerated vesting of Tim Hortons RSUs and PSUs.

8.
Staff’s comment: We note the changes that have been made to footnote 3(b) in response to our prior comment 48 but are unable to determine how you calculated the purchase price range for the
transaction of $11,427.0 million to $12,033.0 million, based on Burger King Worldwide’s stock prices during the period from August 28, 2014 through October 17, 2014 from $28.48 to $33.82 per share. Please explain to us in further
detail how you calculated or determined this estimated purchase price range for the transaction assuming the Burger King Worldwide stock prices of $28.48 to $33.82 per share.

Response: In response to the Staff’s comment, the Registrants have revised footnote 3(e) on page 253 of the
Registration Statement to provide further details on the estimated purchase price range assuming the Burger King Worldwide common stock prices of $28.48 and $33.82 per share.

9.
 Staff’s comment: We note from the disclosure in footnote 3(a) that you have reduced the amount of the cash
consideration to be paid to the Tim Hortons shareholders by the post-combination expense of $12.8 million associated with the accelerated vesting of the Tim Hortons RSUs and PSUs. We also note from the disclosure in footnote 3(b) that you have
reduced the amount assigned to the share consideration to be issued to the Tim Horton’s shareholders’ by the post-combination expense of $5.2 million associated with the

accelerated vesting of Tim Horton’s RSUs and PSUs. Please explain in footnotes 3(a) and 3(b) why you believe it is appropriate to reduce the amount of the cash and non-cash consideration
being issued in connection with the Tim Horton’s acquisition transaction and which comprises the purchase price by the post-combination expense associated with the accelerated vesting of Tim Horton’s RSUs and PSUs. Since the holders of the
RSUs and PSUs will receive Tim Hortons’ shares upon accelerated vesting and will be entitled to share in the merger consideration based on the disclosures included on page 188 of the filing, it is unclear as to why the purchase price would be
reduced by post-combination expense associated with the RSUs and PSUs. Also, please explain in footnotes 3(a) and 3(b) how you determined the amount of expense associated with the post-combination service required in connection with the RSUs and
PSUs.

 Response: In response to the Staff’s comment, the Registrants have revised
footnote 3(a) and 3(b) and added footnote 3(c) on pages 252 and 253 of the Registration Statement to disclose how post-combination expense was calculated and included as a reduction of the total cash and share consideration paid to Tim Hortons
shareholders.

10.
Staff’s comment: We note the changes made to footnote 3(f) in response to our prior comment 53. Please revise footnote 3(f) to disclose the specific assumptions that were used to determine the amount
of the settlement of the stock-based compensation liability associated with Tim Hortons’ share based awards.

Response: In response to the Staff’s comment, the Registrants have revised footnote 3(h) (previously
footnote 3(f)) on page 254 of the Registration Statement to disclose the specific assumptions that were used to determine the amount of the settlement of stock-based compensation liability associated with Tim Hortons share based awards.

11.
Staff’s comment: We note your response to our prior comment 50 in which you explain that although individual Tim Hortons’ stockholders can elect to receive all cash or all Holdings common stock
in the merger, the aggregate pool of cash to be paid and the aggregate number of Holdings common shares to be issued will not change irrespective of the individual elections made by shareholders. Please revise to include a statement to this effect
in the introductory paragraph to the pro forma financial information or in the notes to the pro forma financial information.

Response: In response to the Staff’s comment, the Registrants have revised footnote 3 on pages 251 and 252
of the Registration Statement to explain that although individual Tim Hortons shareholders can elect to receive all cash or all Holdings common shares in the arrangement, the aggregate pool of cash to be paid and the aggregate number of Holdings
common shares to be issued will not change irrespective of the individual elections made by Tim Hortons shareholders.

12.
Staff’s comment: We note your response to our prior comment 51. Please revise the notes to the pro forma financial information to explain the terms of the transaction in which the Burger King
Worldwide shareholders will receive .99 shares of Holdings and .01 newly issued Partnership shares and explain why this transaction has not been reflected in the pro forma financial information. Also, revise the notes to the pro forma financial
information to disclose the rights and privileges associated with the exchangeable partnership shares. The disclosures provided in the notes to the pro forma financial information should be in a level of detail consistent with that provided in your
response.

 Response: In response to the Staff’s comment, the Registrants have revised the
disclosure on page 246 of the Registration Statement to explain the terms of the transaction in which Burger King Worldwide stockholders will receive 0.99 shares of Holdings and .01 newly issued Partnership exchangeable units. This disclosure has
also been revised to disclose the rights and privileges associated with the Partnership exchangeable units and to clarify that the Partnership exchangeable units are reflected in the pro forma financial information in the same manner as the Holdings
common shares.

13.
Staff’s comment: We note your response to our prior comment 65. In light of the fact that intangible assets are, and specifically the Tim Hortons trade name is, one of the most significant assets on
your balance sheet, please revise the notes to the pro forma financial information to disclose the reasons, as provided in your response, that this is an indefinite lived intangible asset and therefore is not being amortized.

Response: In response to the Staff’s comment, the Registrants have revised footnote (3)(f) on page 253
of the Registration Statement to disclose (i) that the Tim Hortons trade name is an indefinite lived intangible asset, (ii) the reasons why the Tim Hortons trade name is an indefinite lived intangible asset, and (iii) that the Tim
Hortons trade name is therefore not being amortized.

14.
 Staff’s comment: We note your response to our prior comment 59 and the revisions made to footnote (8) in response to our prior
comment but continue to have concern that your valuation of the warrant to purchase 8.3 million shares of Holdings common stock at an exercise price of $.01 per share may not be appropriate. In this regard, we continue to note that you are
using the intrinsic value of a share of Burger King Worldwide common stock to determine the fair value of these warrants. Please note that we do not believe that this valuation methodology gives appropriate consideration to the value of the warrant
which is derived from the time until its expiration. Although you indicate that Berkshire

plans to exercise this warrant promptly following the closing of the transaction, there is no requirement for Berkshire to do so and since the warrant has a term of five years until its
expiration, we continue to believe that the contractual term of this option should be considered and factored into the valuation of these warrants. Please advise or revise as appropriate.

Response: In response

October 27, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed October 21 , 2014
  File No. 333-198769  & -01

Dear Mr. Kobza:

We have reviewed your response  to our letter dated October 14, 2014  and have the
following additional comments.

Burger King Worldwide’s Reasons for the Merger, page 98

1. We note your response to our prior comment 23  and the disclosure that the anticipated
tax benefits was one of  Burger K ing Worldwide ’s reasons to support the transaction.
Please revise to disclose the “lower combined effective tax rate” relative to Burger
King’s current tax rate.

Opinions of Tim Hortons Financial Advisors, page 100

2. We note your response to our prior comments 27, 28, and 30.  In each instance where Citi
applied its “professional judgment ” in determining the range of multiples used in the
analysis, please briefly describe the rationale for Citi’s professional judgment.   Please
similarly revise the opinion of RBC Capital Markets.

Selected Precedent Transactions Analysis, page 104

3. We note your response to our prior comment 28.  Please discuss the material factors that
may limit comparability of the precedent transacti ons to this transaction given the number
of transactions which occurred four or more years ago and the significant range in
transaction size.

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 27, 2014
 Page 2

 Opinion of Burger King Worldwide’s Financial Advisor, page 113

4. We note your response to our prior comment 31.  However, please disclose the m aterial
financial forecasts prepared by Tim Hortons management and provided to and examined
by the Burger King Worldwide board and its  financial advisor.  We believe that the
Burger King Worldwide shareholders should also receive the same information that the
Burger King Worldwide board and its financial advisor reviewed.  Please revise the
prospectus accordingly.

Treatment of Outstanding Tim Hortons’ Equity Awards, page 187

5. We note from your response to our prior comment 37 that the Tim Hortons’ common
shares to be received in exchange for vested Tim Hortons stock options that are
surrendered have been included as part of the purchase price.  However, we are unable to
determine where such shares have been reflected in the cal culation of the purchase price
included in Note 3 to the pro forma financial information included on page 250 of the
registration statement.  Please advise or revise as appropriate.

Unaudited Pro Forma Condensed Consolidated Financial Information, page 244

6. In the introductory paragraph, we note your discussion of the financing transactions  you
will enter into as part of the acquisition.   Based upon your disclosure on page 18 under
the heading “Financing,” it appears that as part of the transaction you w ill also enter into
a senior secured revolving credit facility in the principal amount of $500 million.   Please
revise your disclosure, either in the introductory paragraph or within the notes to the pro
forma financial information, to explain the reasons this credit facility is not included
within the pro forma information.

Notes to unaudited pro forma condensed consolidated balance sheet, page 248

7. Refer to footnote 2(i).  We note the disclosure added to footnote 2(i ) which indicates that
the amount of $442.8 reflected in the table on page 248 includes post -combination
expense attributable to the accelerated vesting of outstanding Tim Hortons RSUs and
PSUs.  Please tell us and revise footnote (i) to disclose the amoun t of post -combination
expense included in such amount and explain in footnote (i) how this expense was
calculated or determined.  Also, please explain in footnote (i) where the various amounts
comprising these fees and expenses have been reflected in the a djustments to your pro
forma balance sheet.

8. We note the changes that have been made to footnote 3(b) in response to our prior
comment 48 but are unable to determine how you calculated the purchase price range for
the transaction of $11,427.0 million to $ 12,033.0 million, based on Burger King
Worldwide’s stock prices during the period from August 28, 2014 through October 17,
2014from $28.48 to $33.82 per share.  Please explain to us in further detail how you

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 27, 2014
 Page 3

 calculated or determined this estimated purchase  price range for the transaction assuming
the Burger King Worldwide stock prices of $28.48 to $33.82 per share.

9. We note from the disclosure in footnote 3(a) that you have reduced the amount of the
cash consideration to be paid to the Tim Hortons sharehold ers by the post -combination
expense of $12.8 million associated with the accelerated vesting of the Tim Hortons
RSUs and PSUs. We also note from the disclosure in footnote 3(b) that you have reduced
the amount assigned to the share consideration to be issu ed to the Tim Horton’s
shareholders’ by the post -combination expense of $5.2 million associated with the
accelerated vesting of Tim Horton’s RSUs and PSUs. Please explain in footnotes 3(a) and
3(b) why you believe it is appropriate to reduce the amount of the cash and non -cash
consideration being issued in connection with the Tim Horton’s acquisition transaction
and which comprises the purchase price by the post -combination expense associated with
the accelerated vesting of Tim Horton’s RSUs and PSUs.  Sinc e the holders of the RSUs
and PSUs will receive Tim Hortons’ shares upon accelerated vesting and will be entitled
to share in the merger consideration based on the disclosures included on page 188 of the
filing, it is unclear as to why the purchase price w ould be reduced by post -combination
expense associated with the RSUs and PSUs. Also, please explain in footnotes 3(a) and
3(b) how you determined the amount of expense associated with the post -combination
service required in connection with the RSUs and PS Us.

10. We note the changes made to footnote 3(f) in response to our prior comment 53.  Please
revise footnote 3(f) to disclose the specific assumptions that were used to determine the
amount of the settlement of the stock -based compensation liability associa ted with Tim
Hortons’ share based awards.

11. We note your response to our prior comment 50 in which you explain that although
individual Tim Hortons’ stockholders can elect to receive all cash or all Holdings
common stock in the merger, the aggregate pool o f cash to be paid and the aggregate
number of Holdings common shares to be issued will not change irrespective of the
individual elections made by shareholders.  Please revise to include a statement to this
effect in the introductory paragraph to the pro f orma financial information or in the notes
to the pro forma financial information.

12. We note your response to our prior comment 51.  Please revise the notes to the pro forma
financial information to explain the terms of the transaction in which the Burger K ing
Worldwide shareholders will receive .99 shares of Holdings and .01 newly issued
Partnership shares and explain why this transaction has not been reflected in the pro
forma financial information.  Also, revise the notes to the pro forma financial inform ation
to disclose the rights and privileges associated with the exchangeable partnership shares.
The disclosures provided in the notes to the pro forma financial information should be in
a level of detail consistent with that provided in your response.

13. We note your response to our prior comment 65.   In light of the fact that intangible assets
are, and specifically the Tim Hortons trade name is, one of the most significant assets on

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 27, 2014
 Page 4

 your balance sheet, please revise the notes to the pro forma financial inf ormation to
disclose the reasons, as provided in your response, that this is an indefinite lived
intangible asset and therefore is not being amortized.

14. We note your response to our prior comment 59 and the revisions made to footnote (8) in
response to o ur prior comment but continue to have concern that your valuation of the
warrant to purchase 8.3 million shares of Holdings common stock at an exercise price of
$.01 per share may not be appropriate.  In this regard, we continue to note that you are
using the intrinsic value of a share of Burger King Worldwide common stock to
determine the fair value of these warrants. Please note that we do not believe that this
valuation methodology gives appropriate consideration to the value of the warrant which
is deri ved from the time until its expiration.  Although you indicate that Berkshire plans
to exercise this warrant promptly following the closing of the transaction, there is no
requirement for Berkshire to do so and since the warrant has a term of five years un til its
expiration, we continue to believe that the contractual term of this option should be
considered and factored into the valuation of these warrants.  Please advise or revise as
appropriate.

15. Refer to footnote 9(g).  Please revise footnote 9(g) to e xplain the nature and amounts of
the costs comprising the non -recurring charges of $49.7 million and $79.6 million that
will be incurred by Burger King and Tim Hortons’ respectively in connection with the
merger transaction.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Twelve Months Ended December 31, 2013, page 250

Notes to unaudited pro forma condensed consolidated statement of operations, page 251

For the Six Months Ended June 30, 2014 page 255

Notes to unaudited pro forma condensed consolidated statement of operations, page 256

16. We note your response to our prior comment 67 and the changes that have been made to
footnotes (c)(ii) and (C)(ii) in response to our prior comment but do not believe the
changes made were ful ly responsive to our prior comment.  As requested in our prior
comment, please revise to disclose the number and terms of the replacement awards that
will be issued for Tim Hortons’ outstanding RSUs and unvested stock option awards and
explain in further d etail why you believe historical RSU expense is a reasonable proxy
for the amount of expense that will be recognized in connection with these replacement
awards.  In this regard, we are unclear why Tim Hortons’ historical RSU expense
provides a reasonable proxy for the expense associated with the replacement awards to be
issued in connection with the merger transaction.

 Joshua Kobza
 1011773 B.C. Unlimited Liability Company
 October 27, 2014
 Page 5

 17. Refer to footnote (d) on page 258 and footnote (D) on page 264. Please revise to
separately disclose the interest rates that were used to compute interest expense
associated with the New Term Loan Facility and with the Notes and explain in the
footnotes the basis for determining the interest rates used in determining the pro forma
adjustments.

Consolidated Capitalization of Holdings and Par tnership, page 266

18. We note that the amounts of Holdings short -term borrowings and current portion of long -
term debt and capital leases, its total non -current debt and capital leases and its
shareholders’ equity as of June 30, 2014 as reflected in the tabl e on the bottom of page
266 do not agree to the respective amounts reflected in the June 30, 2014 balance sheet
included on page 247. Please reconcile and revise these amounts.

Exhibit 5.1

19. We note you have filed a draft opinion of counsel.  Please file p rior to effectiveness a
signed and dated opinion of counsel with respect to the legality of the shares to be issue d.
Please also file prior to effectiveness signed and dated exhibits 8.1, 8.2, and 8.3.

You may contact Kristin Shifflett  at (202) 551 -3381 or Linda Cvrkel, Accounting Branch
Chief,  at (202) 551 -3813  if you have questions regarding comments on the financial statements
and related matters.  Please contact J. Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -
3642  with any other questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

cc: David B. Feirstein
 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

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.
S

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