Exchange Bulletin

Restaurant Brands International Limited Partnership (formerly New Red Canada Limited Partnership) (QSP.UN) To Trade On Toronto Stock Exchange


December 15, 2014

Restaurant Brands International Limited Partnership (formerly New Red Canada Limited Partnership) An application has been granted for the original listing in the industrial category of approximately 265,239,243 exchangeable units (the “Units”) of Restaurant Brands International Limited Partnership (formerly New Red Canada Limited Partnership) (the “Partnership”) upon completion of a proposed Transaction agreement and plan of merger (the “Transaction”) among Burger King Worldwide, Inc. (“Burger King”), Tim Hortons Inc. (“Tim Hortons”), Restaurant Brands International Inc. (formerly 9060669 Canada Inc.) (“Holdings”), Partnership, Blue Merger Sub Inc. (“Merger Sub”) and 8997900 Canada Inc., a wholly owned subsidiary of Partnership (“Amalgamation Sub”) pursuant to which (i) Amalgamation Sub will acquire all of the issued and outstanding common shares of Tim Hortons and (ii) Merger Sub will acquire all of the issued and outstanding common shares of Burger King, which will result in Tim Hortons Inc. becoming indirect subsidiaries of both Holdings and Partnership, as described in the joint information statement/circular of Burger King and Tim Hortons Inc. dated November 5, 2014 (the “Circular”).

Listing of the Units will become effective at 5:01 p.m. on Friday, December 12, 2014 in anticipation of the Transaction becoming effective on Friday, December 12, 2014. The Units will be posted for trading on Monday, December 15, 2014, upon confirmation that the Transaction has become effective.

The Units commenced trading on Toronto Stock Exchange (“TSX”) on an “if, as and when issued” basis at the opening of business on Wednesday, December 10, 2014. Trading on an “if, as and when issued” basis will conclude upon the listing of the Units becoming effective prior to Monday, December 15, 2014.

Once the Transaction becomes effective, TSX will issue a trader note confirming that: i) the Transaction has become effective; ii) the Units will no longer trade on an “if, as and when issued” basis; and iii) trading in the Units will commence on a regular settlement basis.

Upon the Transaction becoming effective, Tim Horton’s shareholders are entitled to receive, in respect of each Tim Hortons common share held, any of the following:

  1. C$65.50 in cash and 0.8025 newly issued Share (the “Transaction mixed consideration”); or
  2. C$88.50 in cash, subject to proration (the “Transaction cash consideration”); or
  3. 3.0879 newly issued Shares, subject to pro ration (the “Transaction shares consideration”).

For full particulars of the pro ration and Tim Hortons shareholder election, refer to TSX Bulletin 2014-1299 dated December 5, 2014.

Upon the Transaction becoming effective, each holder of a Burger King common share will receive, if no exchangeable election was made with respect to such common share, 0.99 newly issued Share of Holdings and 0.01 newly issued Unit, subject to proration. If an exchangeable election was made, each electing holder of a Burger King common share will receive one Unit in exchange for each Burger King common share, subject to proration.

Please refer to the TSX bulletin published today for more information in regards to the listing of the common shares of Holdings pursuant to the Transaction.

Registration of interests in, and transfers of, the Units will be made only through non-certificated interests issued under the book-based system of CDS Clearing and Depository Services Inc. (“CDS”).

Additional information on the Partnership may be found in the Circular, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Circular.

Stock Symbol: "QSP.UN" CUSIP: 76090H 10 3 Trading Currency: CDN$
Market Maker: RBC Capital Markets
Other Markets: None
Settlement: Subject to the Transaction becoming effective: (i) all trades in “QSP.UN” on and before the fourth trading day preceding the effective date will be for settlement on the effective date; and (ii) all trades in “QSP.UN” for each of the three trading days preceding the effective date will be for settlement three business days after the trade date and will appear on the Settlement Report from CDS. If the Transaction does not become effective, all of the “if, as and when issued” trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.

Parties who are entitled to receive Units under the Transaction may sell such securities in the “if, as and when issued” market without being subject to restrictions on short sales. Parties who are not entitled to receive Units under the Transaction must comply with the short sale rule in all respects for any sales they make in the “QSP.UN” “if, as and when issued” market.

If and when the Transaction closes, there will be no further trading in “QSP.UN” on an “if, as and when issued” basis and the Units issued pursuant to the Transaction will trade on a regular settlement basis.
Head Office Address: 874 Sinclair Road
Oakville, Ontario
L6K 2Y1
Email Address: investor@whopper.com
Website: www.bk.com
Head Office Telephone Number: (905) 845-6511
Fax Number: (305) 378-7275
Investor Relations: Sami Siddiqui
Tel: (305) 378-7861
Email: ssiddiqui@whopper.com

-or-

Scott Bonikowsky
Tel: (905) 339-6186
Email: bonikowsky_scott@timhortons.com
Incorporation: Limited partnership formed under the laws of Ontario on August 25, 2014 and registered as a limited partnership by the filing of the declaration of limited partnership under the Limited Partnerships Act (Ontario) on October 27, 2014 under the name New Red Canada Limited Partnership and changed its name to Restaurant Brands International Limited Partnership on December 8, 2014.
Fiscal Year End: December 31
Corporate Secretary: To be determined
Chief Financial Officer: To be determined
Nature of Business: A limited partnership whose principal interests are held either directly or indirectly by Holdings. Partnership was formed solely to effect the Transaction and has not conducted any business, other than in connection with the Transaction. Tim Hortons and Burger King will survive as indirect subsidiaries of Partnership.
Transfer Agent & Registrar: Computershare Trust Company of Canada at its principal offices in Toronto. Computershare Trust Company, N.A. at its principal offices in Denver.
Optional Exchange Right: From and after the one year anniversary of the date of the effective time of the Transaction, holders of Units will have the right to require Partnership to exchange any or all of the Units held by such holder for one Holdings common share in respect of each Unit (the “exchanged shares”) subject to the right of Holdings, in its capacity as the General Partner, for and on behalf of Partnership, in its sole and absolute discretion (subject to the approval of the conflicts committee in certain circumstances) to cause Partnership to repurchase the Units for a prescribed cash amount determined by reference to the weighted average trading price of the Holdings common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date (the “exchangeable units cash amount”).
Voting: Holders of the Units will have the benefit of voting rights conferred through a voting trust agreement that are essentially equivalent to those of holders of Shares of Holdings.
Dividends: If a dividend or distribution is declared and paid on the Shares of Holdings, the Partnership will make a distribution per Unit equal to the dividend or distribution per Share.

See elsewhere in today’s Toronto Stock Exchange Bulletins for information regarding the listing of the common shares of Holdings and the delisting of the common shares of Tim Hortons Inc. pursuant to the Transaction.