Securities Exchange Act of 1934
Section 13

September 9, 2009

RESPONSE OF THE OFFICE OF INTERNATIONAL CORPORATE FINANCE
DIVISION OF CORPORATION FINANCE

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings defined in your letter.

• The Merger will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act, and New THI will be deemed a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.

• Without necessarily agreeing with your analysis, the Division will not object if New THI, as successor to THI USA, does not file a new registration statement under the Securities Act for ongoing offerings of securities covered by THI USA's currently effective registration statement on Form S-8, provided that New THI adopts THI USA's Form S-8 registration statement by filing a post-effective amendment to that registration statement pursuant to Rule 414 under the Securities Act.

• The reporting history of THI USA under the Exchange Act may be taken into account to determine whether New THI is eligible to use Form S-3 or Form S-8 under the Securities Act, and to determine whether New THI "meets the requirements for use of Form S-3" within the meaning of Form S-4.

• THI USA's Exchange Act reporting history may be taken into account when determining New THI's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.

• Average weekly reported trading volume in THI USA's Common Stock during the time periods specified by Securities Act Rule 144(e)(1) may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).

• Persons who have filed statements on Schedule 13D or 13G under the Exchange Act reporting beneficial ownership of THI USA's Common Stock will not be required to file additional or amended statements on Schedule 13D or 13G as a result of the Merger, provided that they note in their next subsequent filings on Schedule 13D or 13G that New THI is the successor to THI USA.

• New THI may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) under the Securities Act.

• After consummation of the Merger, New THI may succeed to the Commission file number currently used by THI USA.

These positions are based upon the representations made in your letter to the Division. Different facts or conditions might require different conclusions

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/
timhortons090909-13.htm