Tims China issues $89.9 million convertible notes, amends existing debt

TH International Limited (NASDAQ: THCH), which operates Tim Hortons restaurants in China, announced it has entered into agreements to issue $89.9 million in senior secured convertible notes due September 2029.

The company will use part of the proceeds to repurchase all outstanding amounts under its variable rate convertible senior notes due 2026. The new notes will be convertible into ordinary shares at a price equal to 110% of the five-day volume-weighted average share price prior to signing.

The notes are secured by a pledge of 100% of the shares of TH Hong Kong International Limited and an all-asset debenture of Tims China, according to the company's statement.

Concurrently, Tim Hortons Restaurants International GmbH and Cartesian Capital Group agreed to extend the maturity of their 2024 unsecured convertible notes from June 2027 to September 2029. The conversion price will be reset to align with the new secured notes.

The company's board of directors has approved the transaction, which is expected to close in the fourth quarter of 2025, subject to customary closing conditions including required regulatory approvals in China.

TH International operates as the exclusive master franchisee of Tim Hortons restaurants in mainland China, Hong Kong and Macau. The company was founded by Cartesian Capital Group and Tim Hortons Restaurants International GmbH, a subsidiary of Restaurant Brands International Inc. (TSX: QSR, NYSE: QSR).

Additional details will be provided in a Form 6-K filing with the U.S. Securities and Exchange Commission.

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