SHANGHAI, China – TH International Limited (“Tims China” or the “Company”) and Silver Crest Acquisition Corporation (“Silver Crest”) announced yesterday several important developments in support of their previously announced business combination and future growth, including additional financing commitments for Tims China and material changes to the Agreement and Plan of Merger (the “Merger Agreement”).
Specifically:
- Tims China has received commitments from institutional investors, including affiliates of Cartesian Capital Group, LLC, Restaurant Brands International (“RBI”), and Silver Crest Management LLC (“Sponsor”), to invest up to $94.5 million in a Private Investment in Public Equity (“PIPE”) to be completed in conjunction with the business combination, with a portion of the PIPE complemented by an equity support agreement from Shaolin Capital Management, LLC;
- Tims China has executed a letter of intent for a $100 million committed share facility (“CSF”) with a global financial services firm (“Investor”). The facility will be governed by an Ordinary Share Purchase Agreement, under which the Company will have, in its discretion, the option to sell up to $100 million of its ordinary shares to Investor over a 36-month period;
- Tims China and Silver Crest have amended the Merger and Sponsor Support Agreements to:
- Reduce the entry valuation of Tims China from $1.688 billion to $1.400 billion;
- Contribute 50% of the Sponsor’s shares and warrants to Silver Crest, thereby increasing the post-closing ownership of Silver Crest’s non-redeeming shareholders;
- Deem the minimum cash requirement satisfied by the financings agreed to date; and
- Extend the Termination Date of the Merger Agreement to June 30, 2022, in order to permit ample time for the SEC to complete its review of the proposed combination.
All of these agreements are subject to certain terms and conditions, which are set forth in the Current Report on Form 8-K filed by Silver Crest with the United States Securities and Exchange Commission (the “SEC”) on March 9, 2022.
Peter Yu, Chairman of Tims China, commented:
“These agreements, which follow the recent opening of our 410th store, mark another important milestone for Tims China. We expect that the PIPE and the CSF, combined with the convertible financing closed in December, will provide more than sufficient capital to fully fund our 5-year business plan. We are grateful for the additional investments by our existing shareholders, notably our partners at RBI. We are fortunate as well to partner with Shaolin Capital and other world-class stakeholders as we continue to build Tims China into China’s premier coffee and bake shop.”
Derek Cheung, Chief Executive Officer of Silver Crest, stated:
“Tims China continues to expand its market presence in the high-growth coffee industry in China. Affiliates of Silver Crest are committing to the PIPE, underscoring our continued commitment to the success of Tims China and the merger.”
David Shear, President, International of RBI, added, “China is one of Tim Hortons’s most important international markets. We couldn’t be more pleased that Tims China is securing committed financing and access to capital to fuel its continued growth. Congratulations to all parties on these important agreements.”
Overview of the Transactions Contemplated by the Merger Agreement
THIL and Silver Crest Acquisition Corporation (“Silver Crest”), a publicly traded special purpose acquisition company, have signed a definitive agreement related to a proposed business combination that would result in THIL becoming a public company. As a result of the business combination, THIL will continue as the parent/public company and will retain the name “TH International Limited”. THIL intends to apply for listing of its ordinary shares on the NASDAQ Stock Market under the proposed symbol “THCH” to be effective at the consummation of the business combination.
