The Transactions

3 Months Ended

Mar. 31, 2015

Note 3. The Transactions

On December 12, 2014 (the “Closing Date”), a series of transactions (the “Transactions”) were completed resulting in RBI indirectly acquiring Burger King Worldwide and Tim Hortons (the “Acquisition”). The Acquisition was accounted for as a business combination using the acquisition method of accounting and Burger King Worldwide was determined to be the accounting acquirer. The primary reason for the Acquisition was to create one of the world’s largest quick service restaurant companies.

The total consideration paid was $11,294.9 million and the purchase price allocation shown in the table below reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists. We will continue to obtain information to assist in determining the fair value of net assets acquired at the Closing Date during the measurement period. Measurement period adjustments will be applied retrospectively to the Closing Date. During the three months ended March 31, 2015, no revisions to the preliminary purchase price allocation were made.


	December 12, 2014
Total current assets	$	640.7
Property and equipment		1,778.0
Intangible assets		6,817.6
Other assets, net		92.5
Accounts payable		(228.2	)
Advertising fund liabilities		(49.7	)
Other accrued liabilities		(222.3	)
Total debt and capital lease obligations		(1,233.8	)
Other liabilities, net		(310.3	)
Deferred income taxes, net		(1,251.7	)

Total identifiable net assets		6,032.8
Noncontrolling interest		(1.1	)
Goodwill		5,263.2

Total	$	11,294.9