UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 27, 2014

Commission file number: 001-35511

BURGER KING WORLDWIDE, INC.

(Exact Name of Registrant as Specified in its Charter)

(305) 378-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

Item 1.01 – Entry into a Material Definitive Agreement

The information required by this item is included in Item 2.03 below.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On October 27, 2014, Burger King Worldwide, Inc. (the “Company”) entered into a guaranty in favor of Wells Fargo, National Association (“Wells Fargo”) pursuant to which the Company agreed to guarantee all amounts payable by 1011778 B.C. Unlimited Liability Company (“NewCo”) under a foreign currency swap (the “Hedge”) that NewCo entered into in connection with the transactions contemplated by the Arrangement Agreement and Plan of Merger (the “Transactions”) described in the current report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 29, 2014. The Hedge is part of the Company’s enterprise risk strategy, developed in connection with the Transactions, consisting of USD/CAD foreign exchange forwards and interest rate swaps with an aggregate notional amount of approximately $11.0 billion. The Hedge will mature on December 31, 2014, at which time NewCo will realize a gain or loss based on the market value of the Hedge on such date.

Relationships

The Company and certain of its affiliates have previously entered into commercial financial arrangements with Wells Fargo and/or its affiliates to provide financial, advisory, investment banking, brokerage and other services, including participating as a lender in the Company’s current credit facility and agreeing to participate as a lender in the proposed credit facility with NewCo.

On October 27, 2014, NewCo and New Red Finance, Inc. (collectively, the “Borrowers”), both of which are newly formed by the Company in connection with the Transactions, entered into a credit agreement with JPMorgan Chase, N.A., as administrative agent, and the other lenders party thereto in connection with $6,750.0 million of term loans under the senior secured credit facilities and a $500.0 million revolving credit facility (the “New Credit Facilities”), and the proceeds from the term loans, together with an additional $27.0 million of prepaid interest, were deposited into an escrow account with JPMorgan Chase, as escrow agent and administrative agent. The Company intends to make additional deposits on behalf of the Borrowers in amounts equal to prepaid interest of approximately $26.2 million per month until the release of the escrowed funds upon the closing of the Transactions. Prior to the closing of the Transactions, the New Credit Facilities will not be guaranteed by the Company or any of its subsidiaries or by Tim Hortons Inc. (“Tim Hortons”) or any of its subsidiaries. If the Transactions are not consummated on or prior to May 26, 2015, the escrow agent will promptly release the funds held in the escrow account to the administrative agent.

Forward-Looking Statements

This report includes forward-looking statements, which are often identified by the words “may,” “might,” “believes,” “thinks,” “anticipates,” “plans,” “expects,” “intends” or similar expressions and include statements regarding (1) expectations regarding whether a transaction will be consummated, including whether conditions to the consummation of the transactions will be satisfied, or the timing for completing the transaction, (2) expectations for the effects of the transaction or the ability of the new company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays, and (3) expectations for other economic, business, and/or competitive factors. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. These forward-looking statements may be affected by risks and uncertainties in the business of the Company and Tim Hortons and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by the Company and Tim Hortons with the SEC, including the Company’s annual report on Form 10-K for the year ended December 31, 2013 and Tim Hortons annual report on Form 10-K for the year ended December 29, 2013, as well as the registration statement on Form S-4 filed with the SEC by Holdings and New Red Canada Partnership, a partnership organized under the laws of Ontario and a wholly-owned subsidiary of Holdings (“Partnership”), on September 16, 2014 (the “Form S-4”). Both the Company and Tim Hortons wish to caution readers that certain important factors may have affected and could in the future affect their actual results and could cause their actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company or Tim Hortons. Neither the Company nor Tim Hortons undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Additional Information and Where to Find It

This report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction, Holdings and Partnership have filed with the SEC a registration statement on Form S-4 that included in preliminary form a joint information statement/management proxy circular and other relevant documents to be mailed by Tim Hortons and the Company to their respective

security holders in connection with the proposed transaction of Tim Hortons and the Company. The registration statement has not been declared effective by the SEC or the Canadian securities regulators. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT INFORMATION STATEMENT/CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOMES AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TIM HORTONS, THE COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders may obtain these materials and other documents filed with the SEC and the Canadian securities regulators free of charge at the SEC’s website at www.sec.gov and at the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. In addition, a copy of the joint information statement/circular when it becomes available may be obtained free of charge from Tim Hortons internet website for investors www.timhortons-invest.com, or from the Company’s investor relations website at http://investor.bk.com. Investors and security holders may also read and copy any reports, statements and other information filed by Tim Hortons or the Company, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Solicitation of Votes

Tim Hortons, the Company, and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Tim Hortons directors and executive officers is available in its management proxy circular filed by Tim Hortons on the System for Electronic Document Analysis Retrieval (“SEDAR”) website maintained by the Canadian Securities Administrators at http://www.sedar.com on March 21, 2014 in connection with its 2014 annual meeting of shareholders, and information regarding BKW’s directors and executive officers is available in its proxy statement filed with the SEC by the Company on April 2, 2014 in connection with its 2014 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint information statement/circular and other relevant materials filed with the SEC and the Canadian securities regulators.

For more information regarding these and other risks and uncertainties that the Company may face, see the section entitled “Risk Factors” in the Company’s Form 10-K, Form 10-Q and Form 8-K filings with the SEC and as otherwise enumerated herein or therein.

For more information regarding these and other risks and uncertainties that Tim Hortons may face, see the section entitled “Risk Factors” in Tim Hortons Form 10-K, Form 10-Q and Form 8-K filings with the SEC and as otherwise enumerated herein or therein.

For more information regarding these and other risks and uncertainties that Holdings and/or Partnership may face, see the section entitled “Risk Factors” in the Form S-4 and as otherwise enumerated herein or therein.

SIGNATURES

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.

Date: October 31, 2014