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Partnership Preferred Units
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Partnership Preferred Units

Note 16. Partnership Preferred Units

In connection with the Transactions, we issued 68,530,939 Partnership preferred units to RBI. Under the terms of the partnership agreement, Partnership is required to make distributions on the Partnership preferred units (all of which are owned by RBI) that correspond to preferred dividends declared and payable by RBI on the 68,530,939 Class A 9.0% cumulative compounding perpetual voting preferred shares of RBI (“Preferred Shares”) sold by RBI to a subsidiary of Berkshire Hathaway, Inc. Additionally, in the event the Preferred Shares are redeemed for cash, Partnership is required to make a distribution on the Partnership preferred units in an amount sufficient for RBI to fund the redemption amount.

The 9.0% annual dividend on the Preferred Shares will accrue whether or not declared by RBI’s Board of Directors and will be payable, quarterly in arrears, only when declared and approved by RBI’s Board of Directors. In addition to the preferred dividends, RBI is required to pay the holder of the Preferred Shares an additional amount (the “make-whole dividend”) determined by a formula designed to ensure that on an after-tax basis, the net amount of the dividends received by the holder of the Preferred Shares from the original issue date is the same as it would have been if RBI were a U.S. corporation. The make-whole dividend can be paid, at RBI’s option, in cash, common shares or any combination thereof. The make-whole dividends are payable not later than 75 days after the close of each fiscal year, beginning with the fiscal year ended December 31, 2017. The right to receive the make-whole dividends will terminate if and at the time that 100% of the outstanding Preferred Shares are no longer held by the original purchaser or any of its subsidiaries.

 

The Preferred Shares may be redeemed at RBI’s option on and after the third anniversary of the original issue date. After the tenth anniversary of the original issue date, holders of not less than a majority of the outstanding Preferred Shares may cause RBI to redeem their Preferred Shares. In either case, the fixed redemption price is 109.9% of the Purchase Price per share (the “redemption price”) plus accrued and unpaid dividends and unpaid make-whole dividends. Holders of the Preferred Shares also hold a contingently exercisable option to cause RBI to redeem their Preferred Shares at the redemption price in the event of a change of control.

The distribution provisions of the Partnership preferred units to fund the redemption of the Preferred Shares represent an in substance redemption provision of the Partnership preferred units that is not solely in the control of Partnership. Consequently, Partnership has classified the Partnership preferred units as temporary equity. Additionally, during 2014, we adjusted the carrying value of the Partnership preferred units to the redemption price of the RBI Preferred Shares, which is reflected as a $546.4 million reduction in income attributable to common unitholders/shareholders.