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 | ||
| NORTHERN VIRGINIA | ||
| ORANGE COUNTY | ||
| ORLANDO | ||
| PHILADELPHIA | ||
| PHOENIX | ||
| ROME** | ||
| SACRAMENTO | ||
| SAN FRANCISCO | ||
| SEOUL¥ | ||
| SHANGHAI | ||
| SILICON VALLEY | ||
| TALLAHASSEE | ||
| TAMPA | ||
| TEL AVIV^ | ||
| WARSAW~ | ||
| WASHINGTON, D.C. | ||
| WESTCHESTER COUNTY | ||
| WEST PALM BEACH
| ||
| * OPERATES AS | ||
| + OPERATES AS | ||
| ** STRATEGIC ALLIANCE | ||
| ¥ OPERATES AS | ||
| ^ A BRANCH OF | ||
| GREENBERG TRAURIG, P.A. • ATTORNEYS AT LAW • WWW.GTLAW.COM 401 East Las Olas Boulevard, Suite 2000 • Ft. Lauderdale, Florida 33301 • Tel 954.765.0500 • Fax 954.765.1477 |
~ OPERATES AS |
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