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”) for total consideration paid of $11,294.9 million. 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.

During the three months ended September 30, 2015, we adjusted our preliminary estimate of the fair value of net assets acquired. The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed remains preliminary and reflects various revised fair value estimates and analyses as of September 30, 2015, including work performed by third-party valuation specialists. The preliminary purchase price allocation as of September 30, 2015 is presented in the tables below and remains subject to revision as valuations are finalized and we complete our review of the valuations.


	December 12, 2014
Total current assets	$	654.9
Property and equipment		1,673.0
Intangible assets		7,819.3
Other assets, net		146.2
Accounts payable		(228.2	)
Advertising fund liabilities		(49.7	)
Other accrued liabilities		(211.0	)
Total debt and capital lease obligations		(1,358.0	)
Other liabilities, net		(375.3	)
Deferred income taxes, net		(1,415.2	)

Total identifiable net assets		6,656.0
Noncontrolling interest		(1.1	)
Goodwill		4,640.0

Total consideration	$	11,294.9

The adjustments to the preliminary estimate of net assets acquired resulted in a corresponding $623.2 million decrease in estimated goodwill due to the following changes to preliminary estimates of fair value and allocation of purchase price:


	Increase (Decrease) in Goodwill
Change in:
Total current assets	$	(14.2	)
Property and equipment		105.0
Other assets		(53.7	)
Other accrued liabilities		(11.3	)
Other liabilities, net		65.0
Intangible assets		(1,001.7	)
Total debt and capital lease obligations		124.2
Deferred income taxes, net		163.5

Total decrease in goodwill	$	(623.2	)

All purchase price allocation adjustments have been reflected on a retrospective basis as of the Closing Date. Additionally, our results of operations were retrospectively adjusted to reflect the effects of these revisions to the preliminary purchase price allocation. We expect to continue to obtain information to assist in determining the fair value of the net assets acquired as of the Closing Date during the measurement period. Measurement period adjustments that we determine to be material will be applied retrospectively to the Closing Date.