Tims China (THCH) Calls All Outstanding Warrants

TH International Limited  (“Tims China”) (NASDAQ: THCH), the coffee shop chain that combined with Silver Crest, announced this afternoon that it has launched an offer to exchange all outstanding warrants for 0.24 Class A shares each.

Pursuant to the offer, Tims China is offering up to an aggregate of 5,496,000 ordinary shares in exchange for the warrants.

Additionally, the company is soliciting consent from holders of its warrants to amend the warrant agreement. The amendment would permit Tims China to require that each warrant that is outstanding upon the closing of the offer be exchanged for 0.216 ordinary shares, representing a ratio 10% less than the exchange ratio applicable to the offer.

The warrant agreement requires the vote of holders of at least 50% of the public warrants, and at least 50% of the private placement warrants.

As of now, approximately 16% of the public warrants and 68% of the private placement warrants have already agreed to tender their warrants and consent to the amendment. If holders of an additional 34% of the public warrants consent to the amendment, and the other conditions of the offer are satisfied, then the amendment will be adopted.

Through this offer and consent solicitation, Tims China hopes to simplify its capital structure and reduce the dilutive impact of its warrants, thereby providing it with more flexibility for financing operations in the future. Holders have until 11:59 p.m. ET on June 9 to accept the offer.

Silver Crest inked its deal with Tims China in August 2021 and completed the business combination a little over one year later in September 2022. The transaction was initially valued at $1.79 billion, but was later reduced by 17% to $1.4 billion during an amendment. TH International is the exclusive operator of Tim Hortons (NYSE:QSR) coffee shops in China.