RegAlert2009-09-09
Added · Updated
SEC Division of Corporation Finance no-action letter: Tim Hortons Inc.
Tim Hortons Inc. requests confirmation that its new Canadian holding company, New THI, will be deemed the successor registrant to the Delaware corporation THI USA following a reorganization merger. The letter seeks Staff concurrence that New THI's securities are deemed registered under the Exchange Act via Rule 12g-3(a), that New THI inherits THI USA's large accelerated filer status under Rule 12b-2, and that the predecessor's registration statements on Forms S-3, S-4, and S-8 remain valid for the successor. Additionally, the request asks for relief from Section 4(3) prospectus delivery requirements under Rule 174(b) and confirmation that prior trading volumes and public information can be used to satisfy Rule 144 requirements for New THI shares.
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FENWICK & WEST LLP
555 CALIFORNIA STREET, 12TH FLOOR SAN fRANCISCO, CA 94104 TEL 415.875.2300 FAX 415.281.1350 WWW.FENWICK.COM Securities Act of 1933
Section 4(3);
Rilles 144, 174(b) and 414;
Fonns S-3, S-4 and S-8
Securities Exchange Act of 1934
Section 12(b);
Rules 12b-2 and 12g-3(a);
Schedules 13D and 13G
September 9,2009
Via Overnight Courier and e-mail to OICFlnterp5@sec.gov Thomas J. Kim, Esq.
Chief Counsel
Paul M. Dudek, Esq.
Chief, Office of International Corporate Finance
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