Form 8-K Tim Hortons Inc. For: Dec 08

Article Stock Quotes (2)

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. SPY

6. BA
7. HCP
8. SNAP
9. TMUS
10. MSFT

Top News Most Read Special Reports

December 12, 2014 4:58 PM EST

E-mail

�

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

�

FORM 8-K

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December�8, 2014

�

TIM HORTONS INC.

(Exact name of registrant as specified in its charter)

�

Canada

�

001-32843

�

98-0641955

(State

of incorporation)

�

(Commission

File Number)

�

(I.R.S. Employer

Identification No.)

�

874 Sinclair Road, Oakville

ON, Canada

�

L6K 2Y1

(Address of principal executive offices)

�

(Zip Code)

(905) 845-6511

(Registrant�s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

�

�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�

�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

�

�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

Item�1.01. Entry into a Material Definitive Agreement.

Credit Agreement

Overview

In connection with the Transactions (as defined below), two subsidiaries (the �Borrowers�) of Restaurant Brands International (as defined below) entered into a credit agreement, dated as of October�27, 2014 (the �Credit Agreement�), pursuant to which JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and other lenders agreed to provide (i)�a senior secured term loan facility in an aggregate principal amount of $6,750 million (the �Term Loan Facility�) and (ii)�a senior secured revolving credit facility in an aggregate principal amount of $500 million (the �Revolving Credit Facility� and, together with the Term Loan Facility, the �Credit Facilities�). The proceeds of the Term Loan Facility were funded into escrow on October�27, 2014 pending the consummation of the Transactions.

As described herein, the Transactions were consummated on December�12, 2014 and, as a result, the proceeds of the Term Loan Facility were released from escrow. Such funds were used to finance a portion of the Transactions, refinance certain existing indebtedness of Burger King Worldwide, Inc. (�Burger King Worldwide�) and its subsidiaries, and Tim Hortons Inc. (�Tim Hortons� or the �Company�) and its subsidiaries, pay fees and expenses incurred in connection with the Transactions, provide ongoing working capital and for other general corporate purposes of the Borrowers and their subsidiaries.

By virtue of the Transactions, Burger King Worldwide and Tim Hortons became indirect, wholly-owned subsidiaries of one of the two Borrowers. Pursuant to a guaranty dated as of December�12, 2014 (the �Credit Guaranty�), the obligations under the Credit Facilities were guaranteed on a senior secured basis, jointly and severally, by the direct parent company of one of the Borrowers and substantially all of its Canadian and U.S. subsidiaries (the �Credit Guarantors�), including Burger King Worldwide, Tim Hortons and substantially all of their respective Canadian and U.S. subsidiaries.

Interest Rate

At the Borrowers� option, the interest rates applicable to loans under the Credit Facilities will be based on a fluctuating rate of interest determined by reference to either (i)�a base rate determined by reference to the highest of (a)�the �prime rate� of JPMorgan Chase Bank, N.A., (b)�the federal funds rate plus 0.50% and (c)�the Eurocurrency rate applicable for an interest period of one month plus 1.00%, plus an applicable margin equal to (x)�2.50% in the case of the loans under the Term Loan Facility or (y)�2.00% in the case of the loans under the Revolving Credit Facility or (ii)�a Eurocurrency rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin equal to (x)�3.50% in the case of the loans under the Term Loan Facility or (y)�2.00% in the case of the loans under the Revolving Credit Facility. Borrowings under the Term Loan Facility will be subject to a floor of 1.00% in the case of Eurocurrency loans. The applicable margin for loans under the Revolving Credit Facility will be adjusted after the completion of the Borrowers� first full fiscal quarter after the closing of the Transactions based upon the Borrowers� first lien senior secured leverage ratio.

Maturity and Amortization

The Term Loan Facility has a seven-year maturity and the Revolving Credit Facility has a five-year maturity. The principal amount of the Term Loan Facility amortizes in quarterly installments, commencing with the second quarter following the consummation of the Transactions, in an amount equal to 0.25% of the original principal amount of the Term Loan Facility, with the balance payable at maturity.

Security

The Borrowers and the Credit Guarantors entered into Canadian and U.S. security agreements, as applicable (the �Security Agreements�), each dated as of December�12, 2014, in favor of JPMorgan Chase Bank, N.A., as collateral agent. Pursuant to the Security Agreements, amounts borrowed under the Credit Facilities are secured on a first priority basis by a perfected security interest in substantially all of the present and future property (subject to certain exceptions) of each Credit Guarantor and each Borrower.

Certain Covenants and Events of Default

The Credit Facilities contain a number of customary affirmative and negative covenants that, among other things, will limit or restrict the ability of the Borrowers and certain of their subsidiaries to: incur additional indebtedness; make investments; incur liens; engage in mergers, consolidations, liquidations and dissolutions (other than pursuant to the Transactions); sell assets; pay dividends and make other payments in respect of capital stock; make investments, loans and advances; pay or modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses and clauses restricting subsidiary distributions; and change their line of business.

In addition, the Borrowers will be required to not exceed a specified first lien senior secured leverage ratio in the event the sum of the amount of letters of credit in excess of $50,000,000 (other than those that are cash collateralized), any loans under the Revolving Credit Facility and any swingline loans outstanding as of the end of any fiscal quarter exceed 30.00% of the commitments under the Revolving Credit Facility.

The Credit Facilities contain customary events of default, including nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty when made; violation of certain covenants; cross-default to material indebtedness; bankruptcy events; inability to pay debts or attachment; material unsatisfied judgments; actual or asserted invalidity of any security document; and a change of control. The Borrowers� ability to borrow under the Credit Facilities will be dependent on, among other things, its compliance with the above-described first lien senior secured leverage ratio, if applicable. Failure to comply with this ratio or the other provisions of the Credit Facilities (subject to certain grace periods) could, absent a waiver or an amendment from the lenders under such agreement, restrict the availability of the Revolving Credit Facility and permit the acceleration of all outstanding borrowings under the Credit Agreement.

The foregoing summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Credit Agreement, filed as Exhibit 10.1 hereto and incorporated herein by reference, and the Credit Guaranty, a copy of which is attached hereto as Exhibit 10.2 hereto and incorporated herein by reference.

Indenture

Overview

In connection with the Transactions (as defined below), 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the �Issuer�), and New Red Finance, Inc., a Delaware corporation (together with the Issuer, the �Issuers�), the two subsidiaries of Restaurant Brands International that are the Borrowers under the Credit Agreement, entered into an indenture, dated as of October�8, 2014 (the �Indenture�), by and among the Issuers and Wilmington Trust, National Association, as trustee and as collateral agent, in connection with the issuance and sale by the Issuers to Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and certain other initial purchasers of $2.25 billion aggregate principal amount of 6.00% Second Lien Senior Secured Notes due 2022 (the �Notes�). Proceeds from the issuance of the Notes were deposited into escrow on October�27, 2014 pending the consummation of the Transactions.

As described herein, the Transactions were consummated on December�12, 2014 and, as a result, the proceeds of the issuance were released from escrow. Such funds were used to finance a portion of the Transactions and to pay related fees and expenses.

�

Interest; Ranking; Guarantees; Security

The Notes will mature on April�1, 2022, and bear interest at a rate of 6.00%�per annum, payable semi-annually in cash in arrears on April�1 and October�1 of each year, beginning on April�1, 2015.

The Notes are second lien senior secured obligations and rank pari passu in right of payment to all of the Issuers� existing and future senior indebtedness, effectively senior in right of payment to the Issuers� existing and future senior unsecured indebtedness, to the extent of the value of the collateral securing the Notes and senior in right of payment to all of the Issuers� existing and future subordinated indebtedness.

By virtue of the Transactions, Burger King Worldwide and Tim Hortons became indirect, wholly-owned subsidiaries of one of the two Issuers.�Pursuant to a guarantee dated as of December�12, 2014 (the �Notes Guarantees�), the Notes were guaranteed on a senior secured basis, jointly and severally, by certain parent companies of the Issuers and substantially all of their Canadian and U.S. subsidiaries (the �Note Guarantors�), including Burger King Worldwide, Tim Hortons and substantially all of their respective Canadian and U.S. subsidiaries.

Each Note Guarantee ranks pari passu in right of payment with the applicable Note Guarantor�s existing and future senior debt, ranks effectively senior in right of payment to such Note Guarantor�s existing and future senior unsecured debt, to the extent of the value of the collateral securing the Notes, and ranks senior in right of payment to all of such Note Guarantor�s existing and future subordinated indebtedness.

The Notes and the Notes Guarantees are secured by a second-priority lien, subject to certain exceptions and permitted liens, on all of the Issuers� and the Note Guarantors� present and future property that secures the Issuers� senior secured credit facilities and any outstanding Tim Hortons Notes (as defined below), to the extent of the value of the collateral securing such first-priority senior secured debt. The Notes and the Notes Guarantees will be structurally subordinated to all existing and future liabilities of the Issuers� non-guarantor subsidiaries.

Optional Redemption

The Issuers may redeem some or all of the Notes at any time prior to October�1, 2017 at a price equal to 100% of the principal amount of the Notes redeemed plus a �make whole� premium and, at any time on or after October�1, 2017, at the redemption prices set forth in the Indenture. In addition, at any time prior to October�1, 2017, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings, at the redemption price specified in the Indenture.

In connection with any tender offer for the Notes, including a change of control offer or an asset sale offer, the Issuer will have the right to redeem the Notes at a redemption price equal to the amount offered in that tender offer if not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer.

Change of Control

If the Issuer experiences a change of control, the holders of the Notes will have the right to require the Issuers to offer to repurchase the Notes at a purchase price equal to 101% of their aggregate principal amount plus accrued and unpaid interests and Additional Amounts (as defined in the Indenture), if any, to the date of such repurchase.

Covenants and Events of Default

The terms of the Indenture, among other things, limit the ability of the Issuers and their restricted subsidiaries to (i)�incur additional indebtedness and guarantee indebtedness; (ii)�create liens or use assets as security in other transactions; (iii)�declare or pay dividends, redeem stock or make other distributions to stockholders; (iv)�make investments; (v)�merge or consolidate, or sell, transfer, lease or dispose of substantially all of the Issuers� assets;

�

(vi)�enter into transactions with affiliates; (vii)�sell or transfer certain assets; and (viii)�agree to certain restrictions on the ability of restricted subsidiaries to make payments to us. These covenants are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.

The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include payment defaults, a failure to pay certain judgments and certain events of bankruptcy and insolvency. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture. The foregoing summary of the Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, filed as Exhibit 4.1 hereto and incorporated herein by reference, and the first supplemental indenture thereto, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

Item�1.02 Termination of a Material Definitive Agreement.

In connection with the Transactions, Tim Hortons terminated its Revolving Credit Facility, dated as of December�13, 2010, among the Company and The TDL Group Corp., as borrowers, and certain lenders and agents named therein, pursuant to which such borrowers had access to $250 million of revolving credit commitments. Immediately prior to the termination of the Revolving Credit Facility, there were no borrowings outstanding thereunder. Certain letters of credit outstanding under the Revolving Credit Facility were transferred to that certain Credit Agreement, dated as of October�27, 2014, among 1011778 B.C. Unlimited Liability Company and New Red Finance, Inc., as borrowers, 1013421 B.C. Unlimited Liability Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Item�2.01 Completion of Acquisition or Disposition of Assets.

On December�12, 2014, pursuant to the Arrangement Agreement and Plan of Merger (the �Arrangement Agreement�) by and among Tim Hortons, Burger King Worldwide, Restaurant Brands International Inc., a corporation continued under the laws of Canada (f/k/a 9060669 Canada Inc. and 1011773 B.C. Unlimited Liability Company) (�Restaurant Brands International�), Restaurant Brands International Limited Partnership, a limited partnership organized under the laws of Ontario and a subsidiary of Restaurant Brands International (f/k/a New Red Canada Limited Partnership and New Red Canada Partnership) (�Partnership�), Blue Merger Sub, Inc., a corporation incorporated under the laws of Delaware and a wholly owned subsidiary of Partnership (�Merger Sub�), and 8997900 Canada Inc., a corporation organized under the laws of Canada and a wholly owned subsidiary of Partnership (�Amalgamation Sub�), Amalgamation Sub acquired all of the outstanding shares of Tim Hortons pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act, which resulted in Tim Hortons becoming an indirect subsidiary of both Restaurant Brands International and Partnership (the �Arrangement�). Merger Sub then merged with and into Burger King Worldwide, with Burger King Worldwide surviving the merger as an indirect subsidiary of both Restaurant Brands International and Partnership (the �Merger� and, together with the Arrangement and the related financing transactions described above, the �Transactions�).

As previously disclosed, under the Arrangement Agreement, each holder of a Tim Hortons common share was entitled to receive C$65.50 in cash and 0.8025 newly issued Restaurant Brands International common shares (the �Arrangement Mixed Consideration�) in exchange for each Tim Hortons common share held by such shareholder, other than shareholders who (a)�made an election to receive cash, who were entitled to receive C$88.50 in cash in exchange for each Tim Hortons common share held by such shareholder, subject to proration as described in the Joint Information Statement/Circular (as defined below) (the �Arrangement Cash Consideration�) or (b)�made an election to receive Restaurant Brands International common shares, who were entitled to receive 3.0879 newly issued Restaurant Brands International common shares in exchange for each Tim Hortons common share held by such shareholder, subject to proration as described in the Joint Information Statement/Circular (the �Arrangement Shares Consideration�). This report refers to the consideration to be received by a holder of Tim Hortons common shares in the Arrangement, whether in the form of Arrangement Mixed Consideration, Arrangement Cash Consideration or Arrangement Shares Consideration as the �Arrangement Consideration.� Also pursuant to the Arrangement Agreement, in the Merger, each stockholder of Burger King Worldwide was entitled to receive 0.99 Restaurant Brands International common shares and 0.01 Partnership exchangeable units for each common share of Burger King Worldwide held, or, if such stockholder so elected, Partnership exchangeable units in lieu of Restaurant Brands International common shares, subject to a limit on the maximum number of Partnership exchangeable units issued in the Merger.

�

The issuance of Restaurant Brands International common shares and Partnership exchangeable units in the Transactions was registered under the Securities Act of 1933, as amended, pursuant to Restaurant Brands International and Partnership�s registration statement on Form S-4 (File Nos.�333-198769 and 333-198769-01) (the �Registration Statement�) filed with the U.S. Securities and Exchange Commission (the �SEC�) and declared effective November�5, 2014. The definitive joint information statement/circular of Tim Hortons and Burger King Worldwide that forms a part of the Registration Statement (the �Joint Information Statement/Circular�) contains additional information about the Transactions, including information concerning the interests of directors, executive officers and affiliates of the Company and Burger King Worldwide in the Transactions.

As a final step in the plan of arrangement, Tim Hortons and Amalgamation Sub will amalgamate effective as of 11:59 p.m. (Toronto time) on December�12, 2014. In accordance with the plan of arrangement, Tim Hortons will survive the amalgamation and its separate legal existence will not cease. The name of the amalgamated company will be Tim Hortons Inc. Amalgamation Sub and Tim Hortons will continue as one company, and the property of Amalgamation Sub (other than Tim Hortons common shares held by Amalgamation Sub and any amounts owed by Tim Hortons to Amalgamation Sub) will become the property of the amalgamated company.

The information set forth in Item�3.01 of this Current Report on Form 8-K with respect to the delisting of Tim Hortons shares from the New York Stock Exchange (the �NYSE�)and the Toronto Stock Exchange (the �TSX�) is incorporated by reference into this Item�2.01.

The foregoing description of the Arrangement Agreement and the Transactions is not complete and is qualified in its entirety by reference to the Arrangement Agreement, which was included as Exhibit 2.1 to the Company�s Current Report on Form 8-K, filed with the SEC on September�2, 2014, which is incorporated by reference herein.

Item�3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December�12, 2014, in connection with the Transactions, the Company notified the NYSE that the Merger had been completed and requested that trading of Tim Hortons common shares on the NYSE be suspended after the close of trading on December�12, 2014. In addition, the Company requested that the NYSE file with the SEC a notification of removal from listing on Form 25 to delist Tim Hortons common shares from the NYSE and deregister Tim Hortons common shares under Section�12(b) of the Securities Exchange Act of 1934, as amended (the �Exchange Act�). The Company intends to file a certification and notice of termination on Form 15 requesting that the Company�s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

On December�11, 2014, in connection with the Transactions, the TSX issued a bulletin announcing that, conditional upon the consummation of the Arrangement, the common shares of Tim Hortons will be delisted from the TSX after the close of trading on December�12, 2014. Tim Hortons will remain a reporting issuer in each of the provinces and territories of Canada. However, as a result of (i)�the delisting of Tim Hortons common shares from the TSX on December�12, 2014 and (ii)�the delisting of Tim Hortons common shares from the NYSE and the deregistering of Tim Hortons common shares under section 12(b) of the Exchange Act, which is expected to occur on December�15, 2014, Tim Hortons will become a �venture issuer� (as defined in National Instrument 51-102 � Continuous Disclosure Obligations) for purposes of its Canadian continuous disclosure obligations. By virtue of exemptive relief applicable in each of the provinces and territories of Canada, for so long as certain conditions are satisfied, Tim Hortons will be permitted to continue to prepare its financial statements in accordance with U.S. generally accepted accounting principles. If and when it is entitled to do so, Tim Hortons intends to file the required notices and applications for Tim Hortons to cease to be a reporting issuer in the jurisdictions where Tim Hortons is currently a reporting issuer in Canada.

The information set forth in Item�2.01 is incorporated by reference into this Item�3.01.

Item�3.03 Material Modification to Rights of Security Holders.

In connection with the Transactions, on December�12, 2014, each Tim Hortons common share was cancelled and automatically converted into the right to receive the Arrangement Consideration.

�

Commencing at the effective time of the Arrangement:

�

each Tim Hortons common share held by a dissenting Tim Hortons shareholder was transferred to Amalgamation Sub by the holder thereof, and thereupon each dissenting Tim Hortons shareholder ceased to have any rights as a holder of such Tim Hortons common shares other than the rights set out in the plan of arrangement;

�

concurrent with the preceding step, each Tim Hortons deferred stock unit award outstanding immediately prior to the effective time of the Arrangement was deemed to be fully vested and terminated in consideration for an amount in cash equal to the product of (i)�the sum of (a)�C$65.50 in cash plus (b)�the value of 0.8025 Restaurant Brands International common shares, based on the opening price of a Restaurant Brands International common share on the TSX for the first trading day immediately following the date of the effective time of the Arrangement) multiplied by (ii)�the number of Tim Hortons common shares subject to such Tim Hortons deferred stock unit award;

�

concurrent with the preceding step, each Tim Hortons restricted stock unit award outstanding immediately prior to the effective time of the Arrangement was deemed to be fully vested and terminated in consideration for the number of Tim Hortons common shares subject to such Tim Hortons restricted stock unit award;

�

concurrent with the preceding step, each Tim Hortons performance stock unit award outstanding immediately prior to the effective time of the Arrangement was deemed to be fully vested and terminated in consideration for the number of Tim Hortons common shares subject to such Tim Hortons performance stock unit award, with the number of performance stock units determined based on the maximum or highest level achievable thereunder;

�

each surrendered Tim Hortons stock option award was surrendered and terminated in consideration for the number of Tim Hortons common shares, rounded down to the nearest whole share, equal in value to the in-the-money value of such Tim Hortons stock option award, with the in-the-money value of the Tim Hortons stock option award being the amount by which the fair market value of the Tim Hortons common shares subject thereto exceeds the aggregate exercise price of the Tim Hortons stock option;

�

each Tim Hortons shareholder who had not deposited with Computershare Trust Company of Canada acting in connection with the Arrangement a duly completed election form and letter of transmittal prior to the election deadline, or had otherwise failed to comply with applicable requirements, was deemed to have elected to receive, in respect of all Tim Hortons common shares held by such holder, the Arrangement Mixed Consideration;

�

each outstanding Tim Hortons common share (other than any Tim Hortons common share held by Amalgamation Sub) was transferred to Amalgamation Sub in accordance with the election or deemed election of the holder thereof in exchange for, subject to applicable proration and the treatment of fractional shares, the payment by Amalgamation Sub of (i)�the Arrangement Cash Consideration, (ii)�the Arrangement Mixed Consideration or (iii)�the Arrangement Shares Consideration, as applicable;

�

concurrent with the preceding step, in consideration for Restaurant Brands International delivering, on behalf of Amalgamation Sub, Restaurant Brands International common shares directly to Tim Hortons shareholders, Amalgamation Sub common shares with an aggregate fair market value equal to the aggregate fair market value of the Restaurant Brands International common shares so delivered were issued to Restaurant Brands International; and

�

each Tim Hortons stock option (and its tandem stock appreciation right) that was outstanding immediately prior to the time of this step (other than the surrendered Tim Hortons stock options), whether or not vested, was exchanged for a Restaurant Brands International stock option to acquire from Restaurant Brands International that number of Restaurant Brands International common shares equal to the product of: (i)�the number of Tim Hortons common shares subject to such Tim Hortons stock option immediately prior to the effective time of the Arrangement multiplied by (ii)�3.0879, provided that the number of Restaurant Brands International common shares issuable were rounded down to the nearest whole number of Restaurant Brands International common shares, with an exercise price equal to the quotient of: (i)�the exercise price per Tim Hortons common share subject to each Tim Hortons stock option divided by (ii)�3.0879 (with the aggregate exercise price being rounded up to the nearest whole cent), provided that the in-the-money value of such Restaurant Brands International stock option immediately after the issuance of such Restaurant Brands International stock option could not exceed the in-the-money value of the Tim Hortons stock option immediately prior to such issuance.

�

The information set forth in Items 2.01 and 3.01 is incorporated by reference into this Item�3.03.

Item�5.01 Changes in Control of Registrant.

As a result of the Arrangement, a change of control of the Company occurred and the Company became an indirect subsidiary of both Restaurant Brands International and Partnership. The information set forth in Items 2.01 and 3.01 is incorporated by reference into this Item�5.01.

Item�5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Board of Directors

At the effective time of the Arrangement, each member of the Company�s board of directors ceased to be a director of the Company. The members of the Company�s board of directors immediately prior to the Arrangement were Paul D. House, Frank Iacobucci, M. Shan Atkins, Sherri A. Brillon, Marc Caira, Michael J. Endres, Moya Greene, John Lederer, David H. Lees, Thomas V. Milroy, Christopher R. O�Neill and Wayne C. Sales.

Immediately following the consummation of the Transactions, Messrs. Alexandre Behring, Marc Caira, Martin Franklin, Paul Fribourg, John Lederer, Thomas V. Milroy, Alan Parker, Daniel Schwartz, Carlos Alberto da Veiga Sicupira, Alexandre Van Damme and Roberto Thompson were elected to the board of directors of Restaurant Brands International pursuant to the terms of the Arrangement Agreement.

In accordance with the plan of arrangement, Messrs. Alexandre Behring, John A. Lederer, Thomas V. Milroy and Daniel Schwartz will be appointed to the Tim Hortons board of directors effective as of 11:59 p.m. Toronto time on December�12, 2014.

Executive Officers

Tim Hortons expects to announce the Company�s executive officers following the completion of the Transactions on Monday, December�15, 2014.

Amendment to Clanachan Agreement

As previously disclosed in the Joint Information Statement/Circular, Tim Hortons may execute agreements with individuals subject to taxes arising under 280G and 4999 of the U.S. Internal Revenue Code. On December�8, 2014, Tim Hortons and David F. Clanachan, Chief Operating Officer of Tim Hortons, entered into an amendment to the change in control (employment) agreement (the �Amendment�) between Tim Hortons and Mr.�Clanachan, dated as of September�28, 2009 and first amended as of February�24, 2010, to provide that, in the event that Mr.�Clanachan were to become subject to such taxes, he would be reimbursed for them. The full impact of the transactions between Tim Hortons and Burger King Worldwide on Mr.�Clanachan�s compensation arrangements is not known as of this filing; however, based on Mr.�Clanachan�s existing arrangements, Tim Hortons does not currently anticipate any reimbursement to become due pursuant to this amendment as a result of the transactions. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Amendment, filed as Exhibit 10.3 hereto and incorporated herein by reference.

�

Item�5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a final step in the plan of arrangement, Tim Hortons and Amalgamation Sub will amalgamate effective as of 11:59 p.m. Toronto time on December�12, 2014. The amalgamated company will be named Tim Hortons Inc. Pursuant to the plan of arrangement, the articles of arrangement filed in connection with the consummation of the Arrangement will be deemed to be the articles of incorporation of the amalgamated company, and the by-laws of Amalgamation Sub prior to the amalgamation will be deemed to be the by-laws of the amalgamated company.

The articles of arrangement, which will be deemed to be the articles of incorporation of the amalgamated company as of 11:59 p.m. Toronto time on December�12, 2014 in accordance with the plan of arrangement, are filed as Exhibit 3.1 hereto and are incorporated by reference into this Item�5.03. The by-laws of Amalgamation Sub, which will be deemed to be the by-laws of the amalgamated company as of 11:59 p.m. Toronto time on December�12, 2014 in accordance with the plan of arrangement, are filed (with such changes as necessary to reflect the name of the amalgamated company as Tim Hortons Inc.) as Exhibit 3.2 hereto and are incorporated by reference into this Item�5.03.

Item�8.01 Other Events.

On December�12, 2014, Tim Hortons and Burger King Worldwide issued a joint press release announcing the completion of the Transactions, which is attached as Exhibit 99.1 hereto, and is incorporated into this report by reference.

Tim Hortons Notes

Tim Hortons has outstanding (i)�CDN$300,000,000 aggregate principal amount of 4.20% Senior Unsecured Notes, Series 1, due June�1, 2017, (ii)�CDN$450,000,000 aggregate principal amount of 4.20% Senior Unsecured Notes, Series 2, due 2017, (ii)�4.52% Senior Unsecured Notes due 2023 and (iii)�CDN$450,000,000 aggregate principal amount of 2.85% Senior Unsecured Notes, Series3, due 2019 (collectively, the �Tim Hortons Notes�). On December 12, 2014, Tim Hortons commenced change of control offers to repurchase for cash any and all of the outstanding Tim Hortons Notes. These change of control offers are required by virtue of the change of control of Tim Hortons in connection with the Transactions and the associated downgrading of DBRS Limited�s rating on each series of these notes below an investment grade rating. The consideration being offered for Tim Hortons Notes properly tendered is an amount in cash equal to 101% of the principal amount of such tendered Tim Hortons Notes together with accrued and unpaid interest thereon, if any, to the date on which they are accepted for purchase and payment.

For so long as any assets (the �Tim Hortons Property�) of Tim Hortons or any person required to be a guarantor (the �Tim Hortons Note Guarantor�) under the indenture governing the Tim Hortons Notes (the �Tim Hortons Indenture�) secure any borrowed money, the Tim Hortons Indenture requires, subject to certain limited exceptions, that the Tim Hortons Notes be secured on an equal basis with respect to such Tim Hortons Property. As a result, Tim Hortons and the Tim Hortons Note Guarantor will secure the Tim Hortons Notes on an equal basis with any lien on Tim Hortons Property securing obligations under the Credit Agreement or any other first priority obligations to the extent and for so long as required under the Tim Hortons Indenture. Any lien on Tim Hortons Property securing obligations under the Tim Hortons Indenture or any other second priority obligations will rank junior to the corresponding liens on that Tim Hortons Property that secure the Tim Hortons Notes; provided that, if at any time there exist no liens on the Tim Hortons Property securing first priority obligations, the Tim Hortons and the Tim Hortons Note Guarantor will secure the Tim Hortons Notes on an equal basis with any lien on Tim Hortons Property securing obligations under the Tim Hortons Indenture or any other second priority obligations to the extent and for so long as required under the Tim Hortons Indenture.

�

Item�9.01 Financial Statements and Exhibits.

(d) Exhibits.

�


��2.1	��	Arrangement Agreement and Plan of Merger, dated as of August�26, 2014, by and among Tim Hortons Inc., Burger King Worldwide, Inc., Restaurant Brands International Inc. (f/k/a 9060669 Canada Inc. and 1011773 B.C. Unlimited Liability Company), Restaurant Brands International Limited Partnership (f/k/a New Red Canada Limited Partnership and New Red Canada Partnership), Blue Merger Sub, Inc. and 8997900 Canada Inc. (incorporated herein by reference to Exhibit 2.1 to the Company�s current report filed on Form 8-K dated as of September�2, 2014).

��3.1	��	Certificate of Arrangement of Restaurant Brands International Inc., 8997900 Canada Inc. and Tim Hortons Inc., effective December 12, 2014.

��3.2	��	By-law 1 of Tim Hortons Inc., effective December 12, 2014.

��4.1	��	Indenture, dated as of October 8, 2014, by and among 1011778 B.C. Unlimited Liability Company, as issuer, New Red Finance, Inc., as co-issuer, the guarantors from time to time party thereto, and Wilmington Trust, National Association, as trustee and collateral agent.

��4.2	��	First Supplemental Indenture, dated as of December 12, 2014, by and among 1011778 B.C. Unlimited Liability Company, as issuer, New Red Finance, Inc., as co-issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, to the Indenture, dated as of October 8, 2014, by and among 1011778 B.C. Unlimited Liability Company, as issuer, New Red Finance, Inc., as co-issuer, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

10.1	��	Credit Agreement, dated as of October 27, 2014, among 1011778 B.C. Unlimited Liability Company, as the parent borrower, New Red Finance, Inc., as the subsidiary borrower, 1013421 B.C. Unlimited Liability Company, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swing line lender and each l/c issuer and lender from time to time party thereto.

10.2	��	Guaranty, dated as of December 12, 2014, among 1013421 B.C. Unlimited Liability Company, certain subsidiaries of its subsidiaries and JPMorgan Chase Bank, N.A.

10.3	��	Second Amendment to Employment Agreement between Tim Hortons Inc. and David F. Clanachan.

99.1	��	Press release issued by Tim Hortons Inc., Burger King Worldwide, Inc. and Restaurant Brands International Inc. on December 12, 2014.

�

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

�


	�	�	TIM HORTONS INC.

Date: December�12, 2014	�	�	By:	�	/s/ Jill E. Sutton
	�	�		�	Jill E. Sutton Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

�


��2.1	��	Arrangement Agreement and Plan of Merger, dated as of August�26, 2014, by and among Tim Hortons Inc., Burger King Worldwide, Inc., Restaurant Brands International Inc. (f/k/a 9060669 Canada Inc. and 1011773 B.C. Unlimited Liability Company), Restaurant Brands International Limited Partnership (f/k/a New Red Canada Limited Partnership and New Red Canada Partnership), Blue Merger Sub, Inc. and 8997900 Canada Inc. (incorporated herein by reference to Exhibit 2.1 to the Company�s current report filed on Form 8-K dated as of September�2, 2014).

��3.1	��	Certificate of Arrangement of Restaurant Brands International Inc., 8997900 Canada Inc. and Tim Hortons Inc., effective December 12, 2014.

��3.2	��	By-law 1 of Tim Hortons Inc., effective December 12, 2014.

��4.1	��	Indenture, dated as of October 8, 2014, by and among 1011778 B.C. Unlimited Liability Company, as issuer, New Red Finance, Inc., as co-issuer, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

��4.2	��	First Supplemental Indenture, dated as of December 12, 2014, by and among 1011778 B.C. Unlimited Liability Company, as issuer, New Red Finance, Inc., as co-issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee and collateral agent, to the Indenture, dated as of October 8, 2014, by and among 1011778 B.C. Unlimited Liability Company, as issuer, New Red Finance, Inc., as co-issuer, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee and collateral agent.

10.1	��	Credit Agreement, dated as of October 27, 2014, among 1011778 B.C. Unlimited Liability Company, as the parent borrower, New Red Finance, Inc., as the subsidiary borrower, 1013421 B.C. Unlimited Liability Company, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swing line lender and each l/c issuer and lender from time to time party thereto.

10.2	��	Guaranty, dated as of December 12, 2014, among 1013421 B.C. Unlimited Liability Company, certain subsidiaries of its subsidiaries and JPMorgan Chase Bank, N.A.

10.3	��	Second Amendment to Employment Agreement between Tim Hortons Inc. and David F. Clanachan.

99.1	��	Press release issued by Tim Hortons Inc., Burger King Worldwide, Inc. and Restaurant Brands International Inc. on December 12, 2014.

Exhibit 3.1

LOGO

�

Industry

Industrie

Canada

Certificate of Arrangement

Canada Business Corporations Act

Tim Hortons Inc.

Corporate name(s) of CBCA applicants / Denomination(s)

sociale(s) de la ou des societes LCSA requerantes

I HEREBY CERTIFY that the arrangement set out in the attached articles of arrangement has been effected under section 192 of the Canada Business Corporations Act.

Certificat d�arrangement

Loi canadienne sur les societes par actions

452095-5

Corporation number(s) / Numero(s) de la ou

des societes

JE CERTIFIE que l�arrangement mentionne dans les clauses d�arrangement annexees a pris effet en vertu de l�article 192 de la Loi canadienne sur les societes par actions.

Virginie Ethier

Director / Directeur

2014-12-12

Date of Arrangement (YYYY-MM-DD) Date de l�arrangement (AAAA-MM-JJ)

Canada

LOGO

�

Industry

Industrie

Canada

Canada Business Corporations Act (CBCA)

FORM 14.1

ARTICLES OF ARRANGEMENT

(Section 192)

1- Name of the applicant corporation(s)

Tim Hortons Inc.

2 - Name of the corporation(s) the articles of which are amended, if applicable

NOT APPLICABLE

3 - Name of the corporation(s) created by amalgamation, if applicable

Tim Hortons Inc.

4 - Name of the dissolved corporation(s), if applicable

NOT APPLICABLE

5 - Name of the other bodies corporate involved, if applicable

See Part 1 of annexed Schedule A

6 - In accordance with the order approving the arrangement, the plan of arrangement attached hereto, involving the above named body(ies) corporate, is hereby effected.

Corporation number

4520955

Corporation number

8914087

Corporation number

Corporation number or jurisdiction

In accordance with the plan of arrangement,

a. the articles of the corporation(s) indicated in item 2, are amended.

If the amendment includes a name change, indicate the change below:

b. the following bodies corporate and/or corporations are amalgamated (for CBCA corporations include the corporation number):

c. the corporation(s) indicated in item 4 is(are) liquidated and dissolved:

7 -I hereby certify that I am a director or an authorized officer of one of the applicant corporations.

Signature

Print name Jill E. Sutton

Note: Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding six months or to both (subsection 250(1) of the CBCA).

See Part 2 of annexed Schedule A

1C 318SE (2013-07) Page 1 of 2

DEC 12 2014 Canada

LOGO

�

SCHEDULE A TO THE ARTICLES OF ARRANGEMENT

Part 1: Names of other corporations involved, if applicable

8997900 Canada Inc.

Restaurant Brands International Inc.

Berkshire Hathaway Inc.

Blue Merger Sub, Inc.

Burger King Worldwide Inc.

Blue Holdco 1, LLC

Blue Holdco 2, LLC

Blue Holdco 3, LLC

New Red Finance Inc.

8997896 Canada Inc.

1011778 B.C. Unlimited Liability Company

1013414 B.C. Unlimited Liability Company

1013421 B.C. Unlimited Liability Company

1014364 B.C. Unlimited Liability Company

1014369 B.C. Unlimited Liability Company

1016864 B.C. Unlimited Liability Company

1016869 B.C. Unlimited Liability Company

1016872 B.C. Unlimited Liability Company

1016878 B.C. Unlimited Liability Company

1016883 B.C. Unlimited Liability Company

1016893 B.C. Unlimited Liability Company

1017358 B.C. Unlimited Liability Company

1019334 B.C. Unlimited Liability Company

Computershare Trust Company of Canada the Trustee under the Voting Trust Agreement

Corporation No(s) or Jurisdiction of

Incorporation

Canada � Corp No. 8997900

Canada � Corp No. 9060669

Delaware

Canada Corp No. 8997896

British Columbia

Canada

Tor#: 3150328.6

LOGO

�

- 2 -

Part 2: The following bodies corporate are amalgamated in accordance with the attached plan of arrangement:

Tim Hortons Inc. (corporation No.�4520955) and 8997900 Canada Inc. (Corporation No, 8997900) are amalgamated to form Tim Hortons Inc. See information relating to Tim Hortons Inc., the corporation created by this amalgamation, in the annexed Exhibit I.

Tor#; 3150328.6

LOGO

�

EXHIBIT I TO SCHEDULE A OF THE ARTICLES OF ARRANGEMENT

Name of the Amalgamated Corporation:

Tim Hortons Inc.

The province of territory in Canada where the registered office is to be situated:

Ontario

The classes and any maximum number of shares that the corporation is authorized to issue:

The Corporation is authorized to issue an unlimited number of common shares designated as �Common Shares�. The rights, privileges, restrictions and conditions attaching to the common shares are as follows:

1. Dividends

The holders of Common Shares shall be entitled to receive dividends and the Corporation shall pay dividends thereon, as and when declared by the board of directors of the Corporation out of moneys properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and all dividends which the Corporation may declare on the Common Shares shall be declared and paid in equal amounts per share on all Common Shares at the time outstanding.

2. Dissolution

In the event of the dissolution, liquidation or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall be entitled to receive the remaining property and assets of the Corporation.

3. Voting Rights

The holders of the Common Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and shall have one vote for each Common Share held at all meetings of the shareholders of the Corporation.

Restrictions, if any, on share transfers:

The transfer of Common Shares of the Corporation shall be restricted and no holder of Common Shares of the Corporation shall transfer any such shares without either:

Tor#: 3150328.6

LOGO

�

- 2 -

(i) the approval of the directors of the Corporation passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or

(ii) the approval of the holders of at least a majority of the shares of the Corporation entitling the holders thereof to vote in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding, expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

Minimum and maximum number of directors:

Minimum of one and a maximum of ten

Restrictions, if any, on business the corporation may carry on;

None

Other provisions, if any

The Corporation�s securities, other than non-convertible debt securities, shall not be transferred without either:

(i) the approval of the directors of the Corporation passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or

(iii) if applicable, the restriction contained in security holders� agreements.

Tor# 3150328.6

LOGO

�

PLAN OF ARRANGEMENT

FORM OF PLAN OF ARRANGEMENT UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set forth:

�Amalgamation Sub� means 8997900 Canada Inc., a corporation incorporated under the laws of Canada;

�Arrangement� means the arrangement of the Company under section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and Section 6.1 hereof or made at the discretion of the Court in the Final Order (with the consent of the Company and Blue, each acting reasonably);

�Arrangement Agreement� means the Arrangement Agreement and Plan of Merger dated as of August 26, 2014, among Parent, Holdings, Partnership, Merger Sub, Amalgamation Sub and the Company (including the Schedules attached thereto) as may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms;

�Arrangement Cash Consideration� means $88.50 in cash per Company Common Share, as adjusted pursuant to Section�3.3 hereof;

�Arrangement Consideration� means the Arrangement Cash Consideration, the Arrangement Mixed Consideration or the Arrangement Share Consideration, as applicable;

�Arrangement Exchange Agent� means Computershare Trust Company of Canada at its offices set out in the Letter of Transmittal and Election Form;

�Arrangement Mixed Consideration� means $65.50 in cash and 0.8025 Holdings Common Shares per Company Common Share;

�Arrangement Mixed Consideration Value� means an amount equal to the sum of (a)�$65.50 plus (b)�the value of 0.8025 Holdings Common Shares, based on the opening price of a Holdings Common Share on the TSX for the first trading day immediately following the Effective Time;

3155503

LOGO

�

-2-

�Arrangement Resolution� means the special resolution of the Company to be considered and, if thought fit, passed by the Company Shareholders at the Company Meeting to approve the Arrangement, to be substantially in the form of Schedule A to the Arrangement Agreement;

�Arrangement Share Consideration� means, in respect of each Company Common Share subject to the Arrangement, 3.0879 Holdings Common Shares per Company Common Share, as adjusted pursuant to Section�3.3 hereof;

�Articles of Arrangement� means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director after the Final Order is made, which shall be in form and substance satisfactory to Parent and the Company, each acting reasonably;

�AS Common Shares� means the common shares in the capital of Amalgamation Sub;

�AS Delivered Common Shares� has the meaning ascribed thereto in Section�3.1(1);

�Available Cash Election Amount� means (a)�the product of (i)�the aggregate number of outstanding Company Common Shares (other than any Company Common Shares held by Amalgamation Sub) as of the step referenced in Section�3.1(k) multiplied by

(ii) $65.50 minus (b)�the aggregate amount of cash to be paid in respect of all Mixed Election Shares and No Election Shares minus (c)�the product of (i)�the aggregate number of Company Common Shares, measured as of the Election Deadline, in respect of which Dissent Rights have been validly exercised under Article 4 and which have not been withdrawn multiplied by (ii)�the Arrangement Cash Consideration;

�BHI� means Berkshire Hathaway Inc., a corporation existing under the laws of the State of Delaware;

�BHI Aggregate Consideration� means the US$3 billion purchase price payable by BHI to Holdings pursuant to the Securities Purchase Agreement;

�Business Day� means a day other than a Saturday, a Sunday or any other day on which major commercial banking institutions in Toronto, Ontario or New York, New York are authorized by law to be closed;

�Cash Election Amount� means the product of (a)�the number of Cash Election Shares multiplied by (b)�the Arrangement Cash Consideration;

�Cash Election Share� has the meaning ascribed thereto in Section�3.2(a);

�Cash Fraction� has the meaning ascribed thereto in Section�3.3(a);

�CBCA� means the Canada Business Corporations Act�,

3155503

LOGO

�

-3-

�Certificate of Arrangement� means the certificate of arrangement certifying that the Arrangement has been effected, issued pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed;

�Company� means Tim Hortons Inc., a corporation existing under the laws of Canada;

�Company Common Shares� means the common shares in the capital of the Company;

�Company DSU� means, at any time, each award of deferred stock units with respect to Company Common Shares granted pursuant to the Company Stock Plans or otherwise which is, at such time, outstanding, whether or not vested;

�Company Equity Awards� means the Company Options, Company DSUs, Company PSUs and Company RSUs;

�Company Meeting� means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Arrangement Agreement and the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution;

�Company Optionholder� means a holder of one or more Company Options;

�Company Option� means, at any time, each award of options to acquire Company Common Shares granted pursuant to the Company Stock Plans or otherwise which are, at such time, outstanding and unexercised, whether or not vested;

�Company PSU� means, at any time, each award of performance share units with respect to Company Common Shares granted pursuant to the Company Stock Plans or otherwise which is, at such time, outstanding, whether or not vested;

�Company RSU� means, at any time, each award of restricted stock units with respect to Company Common Shares granted pursuant to the Company Stock Plans or otherwise which is, at such time, outstanding, whether or not vested, for the avoidance of doubt, including any award of restricted stock units that was initially granted based on performance goals but that is subject only to time-based vesting criteria as of the Effective Time;

�Company Shareholder� means a holder of one or more Company Common Shares, and includes holders of Company Common Shares issued pursuant to Section�3.1(g), 3.1(h) and 3.1(i);

�Company Stock Plans� means the Company 2006 Stock Incentive Plan, the Company 2012 Stock Incentive Plan and the Company Non-Employee Director Deferred Stock Unit Plan;

�Company Trust� means the TDL RSU Employee Benefit Plan Trust;

�Court� means the Ontario Superior Court of Justice (Commercial List);

3155503

LOGO

�

-4-

�Director� means the Director appointed pursuant to section 260 of the CBCA;

�Dissent Rights� has the meaning set out in Section�4.1;

�Dissenting Shareholder� means a Company Shareholder who has duly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Company Common Shares in respect of which Dissent Rights are validly exercised by such Company Shareholder;

�Effective Date� means the date of the Certificate of Arrangement;

�Effective Time� means 12:01 a.m. (Toronto Time) on the Effective Date, or such other time as the parties may agree to in writing before the Effective Date;

�Election Deadline� means 5:00 p.m. (Toronto Time) on the Business Day which is three Business Days preceding the anticipated Effective Date;

�Escrow Agreements� means, collectively, (a)�the escrow agreement dated as of October�27, 2014 among JPMorgan Chase Bank, N.A., as administrative agent and escrow agent, 1011778 B.C. Unlimited Liability Company, as borrower, and New Red Finance, Inc., as co-borrower and (b)�the escrow agreement dated as of October�8, 2014 among Wilmington Trust, National Association, as trustee, escrow agent and securities intermediary, 1011778 B.C. Unlimited Liability Company, as issuer, and New Red Finance, Inc., as co-issuer;

�Exchange Ratio� means 3.0879;

�Final Order� means the order of the Court in a form acceptable to the Company and Parent, each acting reasonably, approving the Arrangement under section 192(4) of the CBCA, as such order may be affirmed, amended, modified, supplemented or varied by the Court (following the prior written consent of the Company and Parent, such consent not to be unreasonably withheld, delayed or conditioned) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or amended (following the prior written consent of the Company and Parent, such consent not to be unreasonably withheld, delayed or conditioned) on appeal;

�Former Shareholders� means the holders of Common Shares immediately prior to the Effective Time together with holders of Company Equity Awards who receive Company Common Shares pursuant to Section�3.1(g), 3.1(h) and 3.1 (i);

�Governmental Authority� means any international, multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any ministry, department, division, bureau, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or private body (including the TSX, the NYSE, or any other stock exchange), domestic or foreign, exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial

3155503

LOGO

�

- 5 -

or administrative court, tribunal, commission, board, panel, arbitrator or arbitral body acting under the authority of any of the foregoing;

�Holdings� means Restaurant Brands International Inc., a corporation incorporated under the laws of Canada;

�Holdings Arrangement Options� means options to acquire Holdings Common Shares received in exchange for Company Options pursuant to Section 3.1(m);

�Holdings Common Shares� means the common shares in the capital of Holdings;

�Holdings Preferred Shares� means the Class A 9% Cumulative Compounding Perpetual Preferred Shares in the capital of Holdings, to be issued to BHI pursuant to the Securities Purchase Agreement;

�Holdings Warrant� means the warrant to purchase Holdings Common Shares to be issued to BHI pursuant to the Securities Purchase Agreement;

�Interim Order� means the interim order of the Court in a form reasonably acceptable to each of the Company and Parent, to be issued following the application therefor contemplated by Section 2.2(d) of the Arrangement Agreement providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended, modified, supplemented or varied by the Court with the prior written consent of both the Company and Parent, such consent not to be unreasonably withheld, conditioned or delayed;

�In the Money Amount� has the meaning ascribed thereto in Section 3.1(m);

�Law� means any and all laws, statutes, codes, ordinances (including zoning), approvals, decrees, rules, regulations, bylaws, notices, policies, protocols, guidelines, treaties or other requirements of any Governmental Authority and any legal requirements arising under the common law or principles of law or equity;

�Letter of Transmittal and Election Form� means the letter of transmittal and election form for use by Company Shareholders with respect to the Arrangement;

�Liens� means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, restriction, adverse right, prior assignment, lease, sublease, license, sublicense, right to possession or any other encumbrance, right or restriction of any kind or nature whatsoever, whether contingent or absolute;

�LLC� means a limited liability company under the laws of Delaware to be formed as an indirect wholly owned subsidiary of Holdings prior to the Effective Date;

�Merger� has the meaning ascribed to it in the Arrangement Agreement;

�Merger Effective Time� has the meaning ascribed to it in the Arrangement Agreement;

3155503

LOGO

�

- 6 -

�Merger Sub� means Blue Merger Sub, Inc., a Delaware limited liability company; �Mixed Election Share� has the meaning ascribed thereto in Section 3.2(a);

�NYSE� means the New York Stock Exchange;

�Net Surrender Shares� has the meaning ascribed thereto in Section 3.1(i);

�New Amalco� means the entity formed pursuant to Section 3.1(r);

�New AS Common Shares� means common shares in the capital of New Amalco;

�No Election Share� has the meaning ascribed thereto in Section 3.1(j);

�Parent� means Burger King Worldwide Inc., a corporation incorporated under the laws of Delaware;

�Partnership� means Restaurant Brands International Limited Partnership, a limited partnership formed under the laws of the Province of Ontario;

�Person� includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status;

�Plan of Arrangement�, �hereof�, �herein�, �hereto� and like references mean and refer to this plan of arrangement;

�Rights Agreement� means that certain Shareholders Rights Plan Agreement, dated as of August 6, 2009, between the Company and Computershare Trust Company of Canada;

�Securities Purchase Agreement� means the securities purchase agreement dated August 26, 2014 between Holdings and BHI, as amended;

�Selling Shareholders� means the Company Shareholders (but does not include the Dissenting Shareholders);

�Share Election Share� has the meaning ascribed thereto in Section 3.2(a);

�Special Voting Share� means the special voting share in the capital of Holdings;

�Surrendered Company Option� means the vested portion of a Company Option for which a Company Optionholder has validly executed an applicable surrender form providing for surrender contingent upon the occurrence of the Effective Time;

�Tax Act� means the Income Tax Act (Canada);

3155503

LOGO

�

- 7 -

�Trustee� means Computershare Trust Company of Canada;

�TSX� means the Toronto Stock Exchange; and

�Voting Trust Agreement� has the meaning ascribed thereto in the Arrangement Agreement.

Words and phrases used herein that are defined in the Arrangement Agreement and not defined herein shall have the same meaning herein as in the Arrangement Agreement, unless the context otherwise requires. Words and phrases used herein that are defined in the CBCA and not defined herein or in the Arrangement Agreement shall have the same meaning herein as in the CBCA, unless the context otherwise requires.

1.2 Interpretation Not Affected By Headings, etc.

The division of this Plan of Arrangement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement.

1.3 Article References

Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section or subsection by number or letter or both refer to the Article, Section or subsection, respectively, bearing that designation in this Plan of Arrangement.

1.4 Number and Gender

In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender shall include all genders.

1.5 Date for Any Action

If the date on which any action is required to be taken hereunder by any of the parties is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

1.6 Statutory References

Unless otherwise indicated, references in this Plan of Arrangement to any statute include all regulations made pursuant to such statute and the provisions of any statute or regulation which amends, supplements or supersedes any such statute or regulation.

1.7 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

3155503

LOGO

�

- 8 -

1.8 Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are in Toronto, Ontario local time unless otherwise stipulated.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement and constitutes an arrangement as referred to in Section 192 of the CBCA. This Plan of Arrangement shall become effective at, and be binding at and after, the Effective Time on Holdings, the Company, Parent, Partnership, Amalgamation Sub, New Amalco, Merger Sub, all Company Shareholders (including Dissenting Shareholders) and beneficial owners of Company Common Shares, and all holders or beneficial owners of Company Equity Awards.

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

Commencing at the Effective Time, the following events or transactions shall occur and shall be deemed to occur in the following sequence, except where noted, without any further act or formality:

(a) at the Effective Time, the Rights Agreement shall be terminated (and all rights thereunder shall expire) and shall be of no further force or effect;

(b) two minutes following the preceding step, the Escrow Property (as defined in each of the Escrow Agreements) shall be, and shall be deemed to be, released to or for the account of or at the direction of 1011778 B.C. Unlimited Liability Company;

(c) concurrent with the preceding step, BHI shall, and shall be deemed to, pay to Holdings the BHI Aggregate Consideration and the Holdings Preferred Shares and Holdings Warrant shall be, and shall be deemed to be, issued to BHI;

(d) commencing two minutes following the preceding step, transactions are completed in sequence pursuant to securities acquisition agreements and forward contracts that result in the relevant portion of the aggregate of the Escrow Property received pursuant to Section 3.1(b) and the BHI Aggregate Consideration received pursuant to Section 3.1(c) being exchanged for Canadian dollars and contributed to Amalgamation Sub;

(e) two minutes following the completion of the preceding step,

3155503

LOGO

�

- 9 -

(i) each Company Common Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred to Amalgamation Sub by the holder thereof, without any further act or formality by or on behalf of the Dissenting Shareholder, and thereupon each Dissenting Shareholder shall cease to have any rights as holders of such Company Common Shares other than the rights set out in Article 4 hereof,

(ii) the registered holder thereof shall cease to be the registered holder of such Company Common Share and the name of such registered holder shall be removed from the register of Company Shareholders as of the time of this step; and

(iii) Amalgamation Sub shall be recorded as the registered holder of such Company Common Share and shall be deemed to be the legal and beneficial owner thereof free and clear of all Liens;

(f) two minutes following the preceding step, each Company DSU outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, fully vested, and the Company shall pay as soon as practicable thereafter each holder of a Company DSU an amount in cash equal to the product of (i) the Arrangement Mixed Consideration Value multiplied by (ii) the number of Company Common Shares subject to such Company DSU, all in full satisfaction of the obligations of the Company in respect of the Company DSUs and all of the Company DSUs, as well as the Company Non-Employee Director Deferred Stock Unit Plan, shall be, and shall be deemed to be, terminated;

(g) concurrent with the preceding step, each Company PSU outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, fully vested, with performance goals deemed satisfied based on the maximum or highest level achievable under the Company PSU, and there shall be disbursed from the Company Trust (to the extent Company Common Shares are available to be disbursed) or the Company shall issue to each holder of a Company PSU in settlement of such PSU that number of Company Common Shares subject to such Company PSU (based on the deemed satisfaction of performance goals) and the name of such holder shall be recorded as the registered holder of such Company Common Shares acquired pursuant to such Company PSUs all in full satisfaction of the obligations of the Company in respect of the Company PSUs and all of the Company PSUs shall be, and shall be deemed to be, terminated;

(h) concurrent with the preceding step, each Company RSU outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, fully vested, and there shall be disbursed from the Company Trust (to the extent Company Common Shares are available to be disbursed) or the Company shall issue to each holder of a Company RSU in settlement of such RSU that number of Company Common Shares deliverable pursuant to the terms of such Company RSU and the name of such holder shall be recorded as the registered holder of such Company Common Shares acquired pursuant to such Company RSUs all in full satisfaction

3155503

LOGO

�

- 10 -

of the obligations of the Company in respect of the Company RSUs and all of the Company RSUs shall be, and shall be deemed to be, terminated;

(i) two minutes following the preceding step, subject to the requirement of Section 7.4(c) of the Arrangement Agreement, each Surrendered Company Option shall be, and shall be deemed to be, surrendered and transferred to the Company in consideration for the issuance by the Company of that number of Company Common Shares (the �Net Surrender Shares�) equal to, rounded down to the nearest whole share, (i) the number of Company Common Shares subject to such Surrendered Company Option immediately prior to the Effective Time minus

(ii) the number of whole and partial (computed to the nearest four decimal places) Company Common Shares subject to such Surrendered Company Option that, when multiplied by the Fair Market Value (as such term is defined in the applicable Company Stock Plan) of a Company Common Share as of immediately prior to the time of this step, is equal to the aggregate exercise price of such Surrendered Company Option, and the holder of such Surrendered Company Option shall be recorded on the register of holders of Company Common Shares as the registered holder of the Net Exercise Shares, all in full satisfaction of the obligations of the Company in respect of the Surrendered Company Options and all of the Surrendered Company Options shall be, and shall be deemed to be, terminated;

(j) two minutes following the preceding step, each Company Shareholder who has not deposited with the Arrangement Exchange Agent a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or has otherwise failed to comply with the requirements of Section 3.2(b) and the Letter of Transmittal and Election Form, shall be deemed to have elected to receive, in respect of all Company Common Shares held by such holder (each such share, a �No Election Share�), the Arrangement Mixed Consideration;

(k) two minutes following the preceding step, each outstanding Company Common Share (other than any Company Common Share held by Amalgamation Sub) shall be transferred and assigned to Amalgamation Sub in accordance with the election of such holder pursuant to Section 3.2 or deemed election of such holder pursuant to Section 3.1(j) in exchange for, subject to Sections 3.3 and 3.6, the payment by Amalgamation Sub of (i) the Arrangement Cash Consideration, (ii) the Arrangement Mixed Consideration or (iii) the Arrangement Share Consideration, as applicable, and:

(i) in respect of each Company Common Share so transferred and assigned, the registered holder thereof shall cease to be the registered holder of such Company Common Share and the name of such registered holder shall be removed from the register of Company Shareholders as of the time of this step;

(ii) in respect of each Company Common Share so transferred and assigned, Amalgamation Sub shall be recorded as the registered holder of such

3155503

LOGO

�

- 11 -

Company Common Share and shall be deemed to be the legal and beneficial owner thereof free and clear of all Liens; and

(iii) there shall be added to the stated capital account maintained by Holdings for Holdings Common Shares an amount equal to the aggregate fair market value of the AS Delivered Common Shares issued to Holdings by Amalgamation Sub pursuant to Section 3.1(1);

(1) concurrent with the preceding step, in consideration for Holdings delivering, on behalf of Amalgamation Sub, Holdings Common Shares directly to the Selling Shareholders pursuant to Section 3.1(k), AS Common Shares (the �AS Delivered Common Shares�) with an aggregate fair market value equal to the aggregate fair market value of the Holdings Common Shares so delivered shall be issued to Holdings, and in respect thereof, there shall be added to the stated capital account maintained by Amalgamation Sub for AS Common Shares an amount equal to the excess of the fair market value of the aggregate number of Company Common Shares acquired by Amalgamation Sub pursuant to Section 3.1(k) over the cash paid by Amalgamation Sub to acquire those Company Common Shares;

(m) two minutes following the preceding step, each Company Option (and its tandem stock appreciation right) that is outstanding immediately prior to the time of this step (other than the Surrendered Company Options), whether or not vested, shall be exchanged for a Holdings Arrangement Option (with a tandem stock appreciation right) to acquire from Holdings that number of Holdings Common Shares equal to the product of: (i) the number of Company Common Shares subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, provided that the number of Holdings Common Shares issuable shall be rounded down to the nearest whole number of Holdings Common Shares. The exercise price per Holdings Common Share subject to a Holdings Arrangement Option shall be an amount equal to the quotient of: (i) the exercise price per Company Common Share subject to each such Company Option immediately before the Effective Time divided by (ii) the Exchange Ratio, provided that the aggregate exercise price payable on exercise of a Holdings Arrangement Option shall be rounded up to the nearest whole cent. Notwithstanding the foregoing, if it is determined in good faith that the excess of the aggregate fair market value of the Holdings Common Shares subject to a Holdings Arrangement Option immediately after the issuance of the Holdings Arrangement Option over the aggregate option exercise price for such shares pursuant to the Holdings Arrangement Option (such excess referred to as the �In the Money Amount� of the Holdings Arrangement Option) would otherwise exceed the excess of the aggregate fair market value of the Company Common Shares subject to such Company Options immediately before the issuance of the Holdings Arrangement Option over the aggregate option exercise price for such shares pursuant to the Company Option, (such excess referred to as the In the Money Amount of the Company Options), the previous provisions shall be modified so that the In the Money Amount of the Holdings Arrangement Option does not exceed the In the Money Amount of the Company Option, but only to

3155503

LOGO

�

- 12 -

the extent necessary and in a manner that does not otherwise adversely affect the holder of the Holdings Arrangement Option. Except as otherwise provided herein, each Holdings Arrangement Option (and its tandem stock appreciation right) shall be on the same terms and conditions as were applicable to the exchanged Company Option (and its tandem stock appreciation right) immediately before the Effective Time (including, but not limited to, the term to expiry, conditions to and manner of exercising and vesting schedule) and Holdings shall assume all the obligations of the Company under the Company Stock Plans pertaining to the Company Options (and their tandem stock appreciation rights) and the agreements evidencing the grants thereof. Holdings shall comply with the requirements of Section 7.4(c) of the Arrangement Agreement with respect to each Holdings Arrangement Option until final settlement of all Holdings Arrangement Options;

(n) commencing two minutes following the preceding step, transactions are completed in sequence pursuant to transfer agreements that result in all AS Delivered Common Shares acquired by Holdings pursuant to Section 3.1(1) being contributed to LLC. Thereafter LLC shall be deemed to be the legal and beneficial owner thereof free and clear of all Liens;

(o) not less than two minutes following the completion of the preceding step and at the Merger Effective Time, pursuant to and in accordance with the laws of the State of Delaware, the Merger shall become effective;

(p) coincident with the Merger Effective Time,

(i) Holdings, the Partnership and the Trustee shall execute the Voting Trust Agreement, and

(ii) Holdings shall issue to and deposit with the Trustee the Special Voting Share, in consideration of the payment to Holdings of $1.00, to be thereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the holders of the Exchangeable Units in accordance with the Voting Trust Agreement;

(q) two minutes following the preceding step, the stated capital of the Company Common Shares shall be reduced to $1.00 without any distribution; and

(r) at 11:59 p.m. (Toronto time) on the Effective Date,

(i) Amalgamation Sub and the Company shall amalgamate to form New Amalco with the same effect as if they were amalgamated under s. 181 of the CBCA, except that the separate legal existence of the Company will not cease and the Company will survive the amalgamation, as more fully described in Section 3.4; and

(ii) without limiting the foregoing, the separate legal existence of Amalgamation Sub will cease without Amalgamation Sub being liquidated or wound up, Amalgamation Sub and the Company will continue as one

3155503

LOGO

�

- 13 -

Company, and the property of Amalgamation Sub (other than Company Common Shares held by Amalgamation Sub and any amounts owing by the Company to Amalgamation Sub) will become the property of New Amalco.

3.2 Election

With respect to the exchange of Company Common Shares (including Company Common Shares issued (under this Plan of Arrangement or otherwise) in respect of Company Equity Awards pursuant to Sections 3.1(g), 3.1(h) and 3.1(i)) effected pursuant to Section 3.1(k):

(a) each Company Shareholder (other than Dissenting Shareholders) may elect to receive, in respect of each Company Common Share held, the Arrangement Cash Consideration (each such Company Common Share, a �Cash Election Share�), the Arrangement Mixed Consideration (each such Company Common Share, a �Mixed Election Share�) or the Arrangement Share Consideration (each such Company Common Share, a �Share Election Share�), subject to Sections 3.3 and 3.6;

(b) the election provided for in Section 3.2(a) shall be made by each Company Shareholder by depositing with the Arrangement Exchange Agent, prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such holder�s election. The Company shall provide at least two (2) Business Days� notice of the Election Deadline to Company Shareholders by means of a news release disseminated on newswire; provided, that if the Effective Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled deadline if necessary shall be at the discretion of the Company provided that at least one (1) Business Day of advance notice thereof shall have been provided; and

(c) any duly completed Letter of Transmittal and Election Form, once deposited with the Arrangement Exchange Agent, shall be irrevocable and may not be withdrawn by a Company Shareholder.

3.3 Adjustments to Arrangement Share and Cash Consideration

Notwithstanding Sections 3.1(k) and 3.2 or any provision herein to the contrary,

if:

(a) the Cash Election Amount exceeds the Available Cash Election Amount, then the following consideration shall be paid in respect of each Cash Election Share:

(i) an amount of cash equal to the product of (A) the Arrangement Cash Consideration multiplied by (B) the greater of (I) a fraction, rounded to six

(6) decimal places, the numerator of which is the Available Cash Election Amount and the denominator of which is the Cash Election Amount and

3155503

LOGO

�

- 14 -

(II) zero (0) (the amount calculated in clause (B) of this paragraph, the �Cash Fraction�); and

(ii) a number of Holdings Common Shares equal to the product of (A) the Arrangement Share Consideration multiplied by (B) the result of one (1) minus the Cash Fraction; and

(b) the Available Cash Election Amount exceeds the Cash Election Amount, then the following consideration shall be paid in respect of each Share Election Share:

(i) an amount of cash equal to the result of (A) the amount of such excess divided by (B) the number of Share Election Shares; and

(ii) a number of Holdings Common Shares equal to the product of (A) the Arrangement Share Consideration multiplied by (B) a fraction, rounded to six (6) decimal places, the numerator of which is the difference between (1) the Arrangement Cash Consideration and (2) the amount calculated in clause (i) of this paragraph and the denominator of which is the Arrangement Cash Consideration.

3.4 Amalgamation of Amalgamation Sub and the Company

(a) Pursuant to Section 3.1(r), Amalgamation Sub and the Company shall amalgamate to form New Amalco under the CBCA, with the effect described below, and, unless and until otherwise determined in the manner required by Law, the following shall apply:

(i) Name. The name of New Amalco shall be Tim Hortons Inc.

(ii) Registered Office. The registered office of New Amalco shall be located in Oakville, Ontario. The address of the registered office shall be 874 Sinclair Road, Oakville, Ontario, Canada L6K 2Y1.

(iii) Business and Powers. There shall be no restrictions on the business that New Amalco may carry on or on the powers it may exercise.

(iv) Authorized Share Capital. New Amalco shall be authorized to issue an unlimited number of common shares designated as �Common Shares�.

(v) Share Provisions. The New AS Common Shares shall have the same terms as the AS Common Shares.

(vi) Shares. Each AS Common Share shall be converted into one fully paid and non-assessable New AS Common Share and the holders of the shares so converted shall be added to the register of shareholders of New Amalco. Each Company Common Share shall be cancelled without any repayment of capital.

3155503

LOGO

�

- 15 -

(vii) Restrictions on Transfer. The transfer of New AS Common Shares shall be restricted and no holder of New AS Common Shares shall transfer any such share without either: (i) the approval of the directors of New Amalco passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or (ii) the approval of the holders of at least a majority of the shares of New Amalco entitling the holders thereof to vote in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding, expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

(viii) Number of Directors. The number of directors of New Amalco shall not be less than 1 and not more than 10, and otherwise as the shareholders of New Amalco may from time to time determine by special resolution.

(ix) Initial Directors. The initial directors of New Amalco shall be:

Name

Address

Canadian Resident

Alexandre Behring

874 Sinclair Oakville, Ontario L6K 2Y1

Road

John A. Lederer

874 Sinclair Oakville, Ontario L6K 2Y1

Road

Yes

Thomas V. Milroy

1 First Canadian Place, 100 King Street West 4th Floor Toronto, Ontario M5X 1H3

Yes

Daniel Schwartz

874 Sinclair Oakville, Ontario L6K 2Y1

Road

(x) Other Restrictions. New Amalco�s securities, other than non-convertible debt securities, shall not be transferred without either: (i) the approval of the directors of New Amalco passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors, or (ii) the approval of the holders of at least a majority of the shares of New Amalco entitling the holders thereof to vote in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding, expressed by a resolution passed at a meeting of the holders of such shares or by an

3155503

LOGO

�

- 16 -

instrument or instruments in writing signed by the holders of a majority of such shares, or alternatively (iii), if applicable, the restriction contained in security holders� agreements.

(xi) By-laws. The by-laws of New Amalco shall be the same as the by-laws of Amalgamation Sub.

(xii) First Annual General Meeting. The first annual general meeting of New Amalco shall be held within 18 months from the Effective Date.

(xiii) Stated Capital. The stated capital of the issued and outstanding New AS Common Shares shall be equal to the stated capital of the issued and outstanding AS Common Shares immediately before the amalgamation described in Section�3.1(r).

(xiv) Effect of Amalgamation. Upon the amalgamation of Amalgamation Sub and the Company to form New Amalco becoming effective pursuant to Section�3.1(r):

(A) the property of each of Amalgamation Sub and the Company shall continue to be the property of New Amalco (other than Company Common Shares held by Amalgamation Sub and any amounts owing by the Company to Amalgamation Sub);

(B) New Amalco shall continue to be liable for the obligations of Amalgamation Sub and the Company;

(C) all existing causes of action, claims or liabilities to prosecution with respect to Amalgamation Sub and the Company shall be unaffected;

(D) all civil, criminal or administrative actions or proceedings pending by or against Amalgamation Sub and the Company may be continued to be prosecuted by or against New Amalco;

(E) all convictions against, or rulings, orders or judgments in favour of or against Amalgamation Sub and the Company may be enforced by or against New Amalco; and

(F) the Articles of Arrangement shall be deemed to be the articles of incorporation of New Amalco and the Certificate of Arrangement shall be deemed to be the certificate of incorporation of New Amalco.

3.5 Deposit of Arrangement Consideration

On or prior to the Effective Date: (i)�Amalgamation Sub shall deposit or cause to be deposited with the Arrangement Exchange Agent, the aggregate amount of cash that the

3155503

LOGO

�

- 17 -

Selling Shareholders are entitled to receive under the Arrangement; and (ii)�Holdings shall deposit or cause to be deposited with the Arrangement Exchange Agent evidence of the Holdings Common Shares in book-entry form that the Selling Shareholders are entitled to receive under the Arrangement, to be held by the Arrangement Exchange Agent as agent and nominee for the Selling Shareholders at and after the time of the transactions in Section�3.1(k)�for distribution to the Selling Shareholders in accordance with the provisions of Article 5 hereof.

3.6 Fractional Shares and Rounding of Cash Consideration

(a) No fractional Holdings Common Shares shall be issued to Selling Shareholders in connection with this Plan of Arrangement. Where the aggregate number of Holdings Common Shares to be issued to a Company Shareholder as consideration under this Plan of Arrangement would result in a fraction of a Holdings Common Share being issuable, then, the number of Holdings Common Shares to be delivered to such Company Shareholders shall be rounded down to the nearest whole Holdings Common Share and, in lieu of the delivery of such fractional Holdings Common Share, Holdings will pay to each such holder a cash payment (rounded down to the nearest cent) determined by reference to the average of the closing sale prices of the Company Common Shares on the TSX as reported by the TSX for each of the ten (10)�consecutive trading days ending with the second complete trading day prior to the Effective Date (not counting the Effective Date).

(b) If the aggregate cash amount which a Selling Shareholder is entitled to receive pursuant to Section�3.1(k) would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Selling Shareholder shall be entitled to receive shall be rounded down to the nearest whole $0.01.

ARTICLE 4

DISSENT RIGHTS

4.1 Dissent Rights

A holder of Company Common Shares immediately prior to the Effective Time may exercise rights of dissent (�Dissent Rights�) in accordance with the procedures set out in Section�190 of the CBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to such Company Common Shares in connection with the Arrangement, provided that notwithstanding Section�190(5) of the CBCA, the written objection to the Arrangement Resolution contemplated by Section�190(5) of the CBCA must be received by the Company by 5:00 p.m. (Toronto time) on the second Business Day immediately prior to the date of the Company Meeting. Each Dissenting Shareholder who is:

(a) ultimately entitled to be paid fair value for such holder�s Company Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the day before the Final Order becomes effective, shall be deemed to have transferred such holder�s Company Common Shares to Amalgamation Sub as of the Effective Time as set out in Section�3.1(e) hereof, and will not be entitled to any other payment or consideration, including any payment that would be payable under the

3155503

LOGO

�

- 18 -

Arrangement had such Dissenting Shareholder not exercised Dissent Rights in respect of such Company Common Shares; or

(b) ultimately not entitled, for any reason, to be paid such fair value for such Company Common Shares, shall be deemed to have participated in the Arrangement with respect to such Company Common Shares, as of the Effective Time, on the same basis as a holder of Company Common Shares to which Section�3.1(k) hereof applies.

4.2 Recognition of Dissenting Shareholders

(a) In no circumstances at and after the Effective Time shall the Company, Holdings, Amalgamation Sub, New Amalco or any other person be required to recognize a Dissenting Shareholder as the holder of any Company Common Share in respect of which Dissent Rights have been validly exercised and the names of such Dissenting Shareholders shall be removed from the register of Company Common Shares maintained by or on behalf of the Company as provided in Section�3.1(e).

(b) In addition to any other restrictions under Section�190 of the CBCA, (i)�holders of securities convertible or exercisable for Company Common Shares (including the Company Equity Awards); and (ii)�Company Shareholders who voted (or have instructed a proxyholder to vote) in favour of the Arrangement Resolution, shall not be entitled to exercise Dissent Rights.

ARTICLE 5 DELIVERY OF CONSIDERATION

5.1 Delivery of Share Consideration and Cash Consideration

(a) Subject to delivery of a duly completed and executed Letter of Transmittal and Election Form, and such additional documents and instruments as the Arrangement Exchange Agent may reasonably require, each Company Shareholder, including holders of Company Common Shares issued (under this Plan of Arrangement or otherwise) in respect of Company Equity Awards (other than Dissenting Shareholders), shall be entitled to receive in exchange for his or her Company Common Shares (including Company Common Shares issued (under this Plan of Arrangement or otherwise) in respect of Company Equity Awards), and the Arrangement Exchange Agent shall deliver to such holder as promptly as practicable following the Effective Time (in each case, less any amounts withheld pursuant to Section�5.2 hereof), (i)�the number of Holdings Common Shares to which such holder is entitled to receive under the Arrangement and (ii)�a cheque for the cash consideration to which such holder is entitled to under the Arrangement. The Company or Holdings shall mail or cause the Arrangement Exchange Agent to mail, the Letter of Transmittal and Election Form, together with the joint information statement/circular to Company Shareholders. The Company shall make the Letter of Transmittal and Election Form available as may be reasonably requested from time to time by all persons who become holders (or beneficial owners) of Company Common Shares prior to the Election Deadline and the Company shall provide to the Arrangement Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein and as specified in any agreement with the Arrangement Exchange Agent. Promptly after the Effective Time, Holdings

3155503

LOGO

�

- 19 -

shall send, or shall cause the Arrangement Exchange Agent to send, to each Selling Shareholder (other than any Selling Shareholder who has previously irrevocably deposited with the Arrangement Exchange Agent a duly completed and executed Letter of Transmittal and Election Form) a Letter of Transmittal and Election Form (with such appropriate changes made thereto to reflect that each such Selling Shareholder has been deemed to have elected to receive the Arrangement Mixed Consideration) together with instructions thereto.

(b) Notwithstanding anything to the contrary herein, the only property delivered to or acquired by a Former Shareholder herein is that which is stipulated to have been delivered to or acquired by such person in Section�3.1.

5.2 Withholding Rights

Each of Holdings, New Amalco, the Company and the Arrangement Exchange Agent and any other Person that has a withholding obligation pursuant to this Plan of Arrangement (without duplication) shall be entitled to deduct and withhold from the Arrangement Consideration or any amount otherwise payable to a holder of Company Common Shares or Company Equity Awards pursuant to this Plan of Arrangement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local, or foreign law, in each case as amended (�Tax Law�). Any amounts that are so withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made. To the extent that the amount so required under applicable Tax Law to be deducted or withheld on account of an amount payable under the Arrangement to a holder of Company Common Shares or Company Equity Awards exceeds the cash component of the consideration otherwise payable to the holder of such Company Common Shares or Company Equity Awards, each of Holdings, New Amalco, the Company and the Arrangement Exchange Agent (and any such other Person that has a withholding obligation pursuant to this Plan of Arrangement), as the case may be, is hereby authorized to sell such portion of the share component of the consideration otherwise payable to the holder of such Company Common Shares or Company Equity Awards as is necessary to provide sufficient funds to Holdings, New Amalco, the Company or the Arrangement Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Plan of Arrangement), as the case may be, to enable it to comply with such deduction or withholding requirement and Holdings, New Amalco, the Company or the Arrangement Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Plan of Arrangement) shall notify such holder of such sale and remit (x)�the applicable portion of the net proceeds of such sale to the appropriate taxing authority and (y)�the remaining net proceeds of such sale (after deduction for the amounts described in clause (x)) to such holder.

5.3 Interest and Distributions

(a) Under no circumstances shall interest accrue or be paid by Holdings, New Amalco, the Company or the Arrangement Exchange Agent to persons depositing duly completed and executed Letters of Transmittal pursuant to Section�5.1, regardless of any delay in making any payment contemplated hereby.

3155503

LOGO

�

- 20 -

(b) No dividend or other distribution declared or made after the Effective Time with respect to Holdings Common Shares with a record date after the Effective Time shall be delivered to any Former Shareholders unless and until such Former Shareholder shall have complied with the provisions of Section�5.1. Subject to applicable law and to Section�5.2 hereof, at the time of such compliance, there shall be delivered to such Former Shareholder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Holdings Common Shares.

5.4 Extinction of Rights

Any registered Company Shareholder that immediately prior to the Effective Time holds outstanding Company Common Shares that are exchanged pursuant to Section�3.1 and does not deliver the Letter of Transmittal and Election Form and such other additional documents and instruments as the Arrangement Exchange Agent may reasonably require, all as set out in Section�5.1, on or prior to the sixth anniversary of the Effective Date, shall cease to have a claim or interest of any kind or nature as a shareholder of Holdings or otherwise. On such date, the cash and Holdings Common Shares to which the former registered Company Shareholder referred to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered to New Amalco and Holdings respectively in accordance with applicable Laws, together with all entitlements to dividends, distributions and interest thereon held for such former registered holder.

5.5 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens.

5.6 Illegality of Delivery of Shares

Notwithstanding the foregoing, if it appears to Holdings or New Amalco that it would be contrary to applicable Laws to deliver, or cause to be delivered, Holdings Common Shares pursuant to the Arrangement to a Selling Shareholder that is not a resident of Canada or the United States, the Holdings Shares that otherwise would be issued to that Person will be issued to the Arrangement Exchange Agent for sale by Arrangement Exchange Agent on behalf of that Person. The Holdings Common Shares so issued to the Arrangement Exchange Agent will be pooled and sold as soon as practicable after the Effective Date, on such dates and at such prices as the Arrangement Exchange Agent determines in its sole discretion. The Arrangement Exchange Agent shall not be obligated to seek or obtain a minimum price for any of the Holdings Common Shares sold by it. Each such Person will receive a pro rata share of the cash proceeds from the sale of the Holdings Common Shares sold by the Arrangement Exchange Agent (less commissions, other reasonable expenses incurred in connection with the sale of the Holdings Common Shares and any amount withheld in respect of taxes) in lieu of the Holdings Common Shares themselves. The net proceeds will be remitted in the same manner as other payments pursuant to this Article 5. None of Holdings, Amalgamation Sub, New Amalco or the Arrangement Exchange Agent will be liable for any loss arising out of any such sales.

3155503

LOGO

�

- 21 -

ARTICLE 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) Parent and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (i)�set out in writing; (ii)�approved by Parent and the Company in writing, acting reasonably; (iii)�filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv)�communicated to Company Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Company Meeting (provided that Parent shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting in the manner required under the Interim Order, shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if: (i)�it is consented to in writing by each of Parent and the Company (in each case, acting reasonably); and (ii)�if required by the Court, it is consented to by the Company Shareholders, voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by New Amalco, provided that it concerns a matter which is solely of an ministerial and administrative nature required to better give effect to the ministerial and administrative implementation of this Plan of Arrangement and is not adverse to the interests of any Former Shareholder or former Company Optionholder.

ARTICLE 7 PARAMOUNTCY

7.1 Paramountcy

From and after the Effective Time: (i)�this Plan of Arrangement shall take precedence and priority over any and all Company Common Shares and Company Options (and its tandem stock appreciation right) issued prior to the Effective Time, (ii)�the rights and obligations of the registered holders of Company Common Shares, Company Options (and its tandem stock appreciation right), Company DSUs, Company PSUs and Company RSUs, and the Company, Holdings, New Amalco, the Arrangement Exchange Agent and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (iii)�all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Common Shares, Company Options (and its tandem stock appreciation right), Company DSUs, Company PSUs and Company RSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

3155503

LOGO

�

- 22 -

ARTICLE 8

FURTHER ASSURANCES

8.1 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

3155503

LOGO

�

Court File No. CV-14-10746-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE MR. ) THURSDAY, THE 11th

)

JUSTICE PATTILLO ) DAY OF DECEMBER, 2014

SUPERIOR COURT OF JUSTICE COUR SUPERIEURE DE JUSTICE

THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985 c. C-44, AS AMENDED;

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF TIM HORTONS INC.

ORDER

THIS APPLICATION made by the Applicant, Tim Hortons Inc. (�Tim Hortons�) pursuant to section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, (the �CBCA�) was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Application issued on October�28, 2014, the affidavit of Cynthia Devine sworn October�29, 2014, the supplementary affidavit of Cynthia Devine sworn December�9, 2014, together with the exhibits thereto, and the Interim Order of the Honourable Justice Wilton-Siegel dated November�3, 2014, and

ON HEARING the submissions of counsel for Tim Hortons and counsel for Burger King Worldwide, Inc., Restaurant Brands International Limited Partnership

LOGO

�

Page 2

(formerly New Red Canada Limited Partnership), 8997900 Canada Inc. and Restaurant Brands International Inc. (formerly 9060669 Canada Inc.), and on being advised that the Director appointed under the CBCA does not consider it necessary to appear on this application, no one appearing for any other person, including any shareholder of Tim Hortons, and having determined that the Arrangement, as described in the Plan of Arrangement attached as Schedule �A� to this order is an arrangement for the purposes of section 192 of the CBCA and is fair and reasonable in accordance with the requirements of that section,

1. THIS COURT ORDERS that the Arrangement, as described in the Plan of Arrangement attached as Schedule �A� to this order, shall be and is hereby approved.

2. THIS COURT ORDERS that the Applicant shall be entitled to seek leave to vary this order upon such terms upon giving such notice as this court may direct, to seek the advice and directions of this court as to the implementation of this order, and to apply for such further order or orders as may be appropriate.

ENTERED A TORONTO

ON/ BOOK NO:

LE/ DANS LE REGISTRE NO.

DEC 11 2014

LOGO

�

�Schedule �A�

PLAN OF ARRANGEMENT

FORM OF PLAN OF ARRANGEMENT UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set forth:

�Amalgamation Sub� means 8997900 Canada Inc., a corporation incorporated under the laws of Canada;

�Arrangement� means the arrangement of the Company under section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and Section�6.1 hereof or made at the discretion of the Court in the Final Order (with the consent of the Company and Blue, each acting reasonably);

�Arrangement Agreement� means the Arrangement Agreement and Plan of Merger dated as of August�26, 2014, among Parent, Holdings, Partnership, Merger Sub, Amalgamation Sub and the Company (including the Schedules attached thereto) as may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms;

�Arrangement Cash Consideration� means $88.50 in cash per Company Common Share, as adjusted pursuant to Section�3.3 hereof;

�Arrangement Consideration� means the Arrangement Cash Consideration, the Arrangement Mixed Consideration or the Arrangement Share Consideration, as applicable;

�Arrangement Exchange Agent� means Computershare Trust Company of Canada at its offices set out in the Letter of Transmittal and Election Form;

�Arrangement Mixed Consideration� means $65.50 in cash and 0.8025 Holdings Common Shares per Company Common Share;

LOGO

�

- 2 -

�AS Common Shares� means the common shares in the capital of Amalgamation Sub;

�AS Delivered Common Shares� has the meaning ascribed thereto in Section�3.1(1);

�BHI� means Berkshire Hathaway Inc., a corporation existing under the laws of the State of Delaware;

�BHI Aggregate Consideration� means the US$3 billion purchase price payable by BHI to Holdings pursuant to the Securities Purchase Agreement;

�Cash Election Amount� means the product of (a)�the number of Cash Election Shares multiplied by (b)�the Arrangement Cash Consideration;

�Cash Election Share� has the meaning ascribed thereto in Section�3.2(a);

�Cash Fraction� has the meaning ascribed thereto in Section�3.3(a);

�CBCA� means the Canada Business Corporations Act;

LOGO

�

- 3 -