Silver Crest Acquisition Corporation

PROPOSED BUSINESS COMBINATION: TH International Limited (Tim Hortons China)

ENTERPRISE VALUE: $1.790 billion

ANTICIPATED SYMBOL: THCH

Silver Crest Acquisition Corporation proposes to combine with TH International Limited (Tim Hortons China), a Canadian multinational fast food restaurant chain. Based in Toronto, Tim Hortons serves coffee, doughnuts, and other fast food items. It is Canada’s largest quick-service restaurant chain, with 4,846 restaurants in 14 countries as of December 31, 2018.

SUBSEQUENT EVENT – 8/30/22 – LINK

• Silver Crest, THIL and Merger Sub have agreed to extend the Termination Date to September 30, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.

SUBSEQUENT EVENT – 3/27/22 – LINK

• Silver Crest, THIL and Merger Sub have agreed to extend the Termination Date to August 30, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.

SUBSEQUENT EVENT – 8-K (3/9/22) LINK

• Reduce the pre-transaction equity value of THIL from $1,688,000,000 to $1,400,000,000
• Removed the minimum cash condition
• Extend the Termination Date to June 30, 2022
• Shortened the exclusivity period applicable to Silver Crest to May 1, 2022
• The Sponsor Agreement Amendment amended the terms of the Sponsor Voting and Support Agreement to provide that, among other things, Sponsor shall contribute to the capital of Silver Crest for no consideration 4,312,500 Class B ordinary shares of Silver Crest and 4,450,000 warrants to purchase Class A ordinary shares of Silver Crest at an exercise price of $11.50 per share.
  • Previously only 1.4 million shares were held in lock-up
• Added a PIPE to the transaction
  • THIL agreed to issue and sell to the PIPE Investors, up to an aggregate of 9,450,000 ordinary shares of THIL (the “PIPE Shares”) at a price of $10.00/PIPE Share
    • THIL will issue to certain PIPE Investors in the aggregate, an additional 600,000 ordinary shares of THIL and 1,200,000 warrants to purchase ordinary shares of THIL at an exercise price of $11.50 per share.
    • 5,000,000 of such PIPE Shares are subject to an Equity Support Agreement
      • The Issuer agrees to sell such Equity Support Shares to such Subscriber at the Per Share Subscription Price.
      • The aggregate number of the Equity Support Shares for all Subscribers shall be a number of Shares determined by the Issuer, not to exceed the lesser of:
        • (1) 5,000,000 and
        • (2) the sum of
          • (y) the number of Shares actually purchased or funded for purchase pursuant to the PIPE Investment; and
          • (z) fifty percent (50%) of any outstanding Shares that are not Redeeming SPAC Shares, provided that such Shares that are not Redeeming SPAC Shares are not the result of an Excluded Financing.
      • For each Subscriber the number of its Equity Support Shares shall be a pro rata portion of the Total Shaolin Shares, based on the ratio that the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount.
      • Substantially concurrently with the consummation of the Transaction, the Issuer shall deposit or cause to be deposited directly into the Collateral Account of each relevant Subscriber an amount of cash in USD equal to (1) the sum of:
        • (x) USD 10.40 multiplied by the number of First Period Subscriber Shares, plus 
        • (y) USD 10.60 multiplied by the number of Second Period Subscriber Shares, plus 
        • (z) USD 10.90 multiplied by the number of Third Period Subscriber Shares (items (x), (y) and (z) collectively, for each relevant Subscriber, the “Collateral Account Deposit”), minus (2) the Subscription Amount
• Committed Share Facility
  • THIL has executed a letter of intent for a committed share facility (“CSF”) with CF Principal Investments LLC, an affiliate of Cantor Fitzgerald.
    • THIL would have, in its discretion, the option to sell up to $100 million of its ordinary shares to Investor over a 36-month period

SUBSEQUENT EVENT – 8-K (1/31/22) LINK

• Pursuant to the Amendment, Silver Crest, THIL and Merger Sub have agreed to extend the Termination Date to March 1, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.

SUBSEQUENT EVENT – 8-K (12/13/21) LINK

• TH International Limited (“THIL” or “Tims China”) announced today a significant pre-merger financing round by a leading global asset manager (the “Investor”). In addition, Tims China announced its receipt of several initial commitments to a larger private investment in public equities (“PIPE”) financing to be closed concurrently with THIL’s merger with Silver Crest Acquisition Corporation (“Silver Crest”).
• The Investor’s financing package comprises both an immediate $50 million capital injection in the form of a note, convertible into shares of THIL at a 15% premium to the merger price for Tims China agreed in its business combination agreement with Silver Crest, and a further commitment to the PIPE.
• Concurrently, Tims China announced commitments to the PIPE from several current investors, including affiliates of Sequoia Capital China and Eastern Bell Capital, which are subject to customary terms and final documentation.

TRANSACTION

• The Business Combination has been unanimously approved by the boards of directors of both Silver Crest and THIL and by the THIL shareholders pursuant to a written resolution. The Business Combination is expected to close in the fourth quarter of 2021.

PIPE

• Subsequent Event – 3/14/22 – Tims China has entered into a $100 million committed equity facility from CF Principal Investments LLC.
• Subsequent Event – 3/9/22 – Added a PIPE to the transaction
  • THIL agreed to issue and sell to the PIPE Investors, up to an aggregate of 9,450,000 ordinary shares of THIL (the “PIPE Shares”) at a price of $10.00/PIPE Share
    • THIL will issue to certain PIPE Investors in the aggregate, an additional 600,000 ordinary shares of THIL and 1,200,000 warrants to purchase ordinary shares of THIL at an exercise price of $11.50 per share.
    • 5,000,000 of such PIPE Shares are subject to an Equity Support Agreement
      • The Issuer agrees to sell such Equity Support Shares to such Subscriber at the Per Share Subscription Price.
      • The aggregate number of the Equity Support Shares for all Subscribers shall be a number of Shares determined by the Issuer, not to exceed the lesser of:
        • (1) 5,000,000 and
        • (2) the sum of
          • (y) the number of Shares actually purchased or funded for purchase pursuant to the PIPE Investment; and
          • (z) fifty percent (50%) of any outstanding Shares that are not Redeeming SPAC Shares, provided that such Shares that are not Redeeming SPAC Shares are not the result of an Excluded Financing.
      • For each Subscriber the number of its Equity Support Shares shall be a pro rata portion of the Total Shaolin Shares, based on the ratio that the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount.
      • Substantially concurrently with the consummation of the Transaction, the Issuer shall deposit or cause to be deposited directly into the Collateral Account of each relevant Subscriber an amount of cash in USD equal to (1) the sum of:
        • (x) USD 10.40 multiplied by the number of First Period Subscriber Shares, plus 
        • (y) USD 10.60 multiplied by the number of Second Period Subscriber Shares, plus 
        • (z) USD 10.90 multiplied by the number of Third Period Subscriber Shares (items (x), (y) and (z) collectively, for each relevant Subscriber, the “Collateral Account Deposit”), minus (2) the Subscription Amount
• Committed Share Facility
  • THIL has executed a letter of intent for a committed share facility (“CSF”) with a global financial services firm (“Investor”).
    • THIL would have, in its discretion, the option to sell up to $100 million of its ordinary shares to Investor over a 36-month period
• Subsequent Event – 12/13/21 – TH International Limited (“THIL” or “Tims China”) announced today a significant pre-merger financing round by a leading global asset manager (the “Investor”). In addition, Tims China announced its receipt of several initial commitments to a larger private investment in public equities (“PIPE”) financing to be closed concurrently with THIL’s merger with Silver Crest Acquisition Corporation (“Silver Crest”).
• The Investor’s financing package comprises both an immediate $50 million capital injection in the form of a note, convertible into shares of THIL at a 15% premium to the merger price for Tims China agreed in its business combination agreement with Silver Crest, and a further commitment to the PIPE.
• Concurrently, Tims China announced commitments to the PIPE from several current investors, including affiliates of Sequoia Capital China and Eastern Bell Capital, which are subject to customary terms and final documentation.
• There was originally no PIPE on this transaction.

LOCK-UP & FORFEITURE

• In connection with the Mergers, Sponsor and THIL entered into a Sponsor Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which Sponsor agreed, among other things:
  • (i) to certain transfer restrictions with respect to the THIL Ordinary Shares issued to Sponsor upon the consummation of the Mergers
  • (ii) that 1,400,000 of the THIL Ordinary Shares to be forfeited and cancelled if there are not 20 days out of 30 trading days where the share price is:
    • $12.50 (50% – 0.7 million shares)
    • $15.00 (50% – 0.7 million shares)
• The lock-up period applicable to the Sponsor Locked-Up Shares will be:
  • (i) with respect to 100% of the Sponsor Locked-Up Shares, six months from and after the Closing Date
  • (ii) with respect to 80% of the Sponsor Locked-Up Shares, twelve months from and after the Closing Date
  • (iii) with respect to 50% of the Sponsor Locked-Up Shares, eighteen months from and after the Closing Date.
• The Sponsor Lock-Up Agreement also provides that 1,400,000 of the THIL Ordinary Shares to be issued to Sponsor upon the consummation of the Mergers shall become unvested and subject to forfeiture, only to be vested again if certain price milestones described more fully in the Sponsor Lock-Up Agreement are achieved, subject to the terms and conditions contemplated by the Sponsor Lock-Up Agreement.

EARNOUT

• 14.0 million shares granted to existing shareholders if for any 20 days out of 30 trading days, the market price of the share reaches:
  • $12.50 (50% – 7.0 million shares)
  • $15.00 (50% – 7.0 million shares)

NOTABLE CONDITIONS TO CLOSING

• The obligations of THIL and Merger Sub to consummate the Business Combination is also conditioned upon, among other things:
  • (i) the accuracy of the representations and warranties of Silver Crest
  • (ii) material compliance by Silver Crest with its pre-closing covenants
  • (iii) the funds contained in Silver Crest’s trust account (after giving effect to the Silver Crest Shareholder Redemption), together with the aggregate amount of proceeds from any PIPE Financing, and the aggregate amount of proceeds from the Permitted Equity Financing (but only if the amount received by THIL in any PIPE Financing is equal to or exceeds $100,000,000) equaling or exceeding
    • (x) $250,000,000, in the event that the aggregate amount of proceeds from the PIPE Financing equals or exceeds $100,000,000
    • (y) $175,000,000, in the event that the aggregate amount of proceeds from the PIPE Financing is less than $100,000,000.

NOTABLE CONDITIONS TO TERMINATION

• Subsequent Event – 8/30/22 – Silver Crest, THIL and Merger Sub have agreed to extend the Termination Date to September 30, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.
• Subsequent Event – 6/27/22 – Silver Crest, THIL and Merger Sub have agreed to extend the Termination Date to August 30, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.
• January 31, 2022 (the “Termination Date”)
• Pursuant to the Amendment, Silver Crest, THIL and Merger Sub have agreed to extend the Termination Date to March 1, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.
• Extend the Termination Date (as defined in the Merger Agreement) to June 30, 2022

ADVISORS

• None are stated at this time.

MANAGEMENT & BOARD

Executive Officers

Derek Cheung, 42
Chief Executive Officer and Director

Mr. Cheung has over 20 years of experience in private equity and investment banking. Since 2019, he has been a Managing Director at Ascendent Capital Partners, spearheading the effort in global alternative investment opportunities. Previously, from 2013 to 2018, Mr. Cheung was the Chief Investment Officer at Verdant Capital Group Limited, a private investment firm based in Hong Kong, managing and overseeing a global portfolio of private equity, public equity and venture capital investments. During that time, he also served on the board of directors and as the responsible officer and the sole portfolio manager of Verdant Capital Management Limited, an asset management company licensed with the Securities and Futures Commission in Hong Kong, as well as the board of directors of Bosera Asset Management, one of the largest mutual fund companies in China. Prior to that, from 2008 to 2013, Mr. Cheung was an executive director of the Greater China private equity group at D. E. Shaw & Co, focused on complex situations in China and overseas opportunities. Mr. Cheung started his career as a mergers and acquisitions banker in the New York office of Credit Suisse First Boston, where he advised major U.S. retail and consumer companies on their China acquisition strategies, before joining the Hong Kong office of J.P. Morgan, focused on Greater China mergers and acquisitions. Mr. Cheung received Bachelor of Science degrees in mathematics and economics from the Massachusetts Institute of Technology.

---

Board of Directors

Leon Meng, 49
Chairman and Director

Mr. Meng is the founding Managing Partner and Chairman of Ascendent Capital Partners, a private equity firm managing capital for globally renowned institutional investors since 2011. He has over 23 years of experience in investment management and investment banking. Prior to Ascendent Capital Partners, from 2007 to 2011, Mr. Meng was a Managing Director of D. E. Shaw & Co., where he was a global partner and the leader of the firm’s Asian investment office based in Hong Kong. He also founded and was the Chief Executive Officer of D. E. Shaw & Co.’s private equity business in Greater China. Previously, from 2002 to 2007, Mr. Meng was a Managing Director and Co-Head of China Investment Banking at JPMorgan, in charge of its Asia M&A and China investment banking activities. Mr. Meng began his career in the mid-1990s as an M&A specialist and was a Vice President at Credit Suisse First Boston based in New York. Mr. Meng also served as a director at RYB Education, Inc. (NYSE: RYB) from 2015 to 2020. Mr. Meng received his bachelor’s degree in science, summa cum laude, from Chapman University, and his master’s degree in public and private management with distinction from the Yale School of Management, where he is a Donaldson Fellow and a Global Advisory Board member.

---

Christopher Lawrence, 67
Vice Chairman and Director

Mr. Lawrence is an accomplished investment banker with nearly 40 years of experience working with and developing relationships with major multinational companies as a strategic advisor focused on value creation. He has represented prominent clients, often over multi-year periods, in complex transactions, including mergers, acquisitions, divestitures, joint ventures, restructurings, strategic investments and capital raising. Many of the advisory assignments have had significant international elements, across a wide range of industries, focusing on where his hands-on strategic advice and tactical work can be complementary to the client’s own strategic process. Mr. Lawrence started his investment banking career in 1981 at Salomon Brothers, and stayed at its successor organizations through 2000, when he left as a Vice Chairman to go to Credit Suisse First Boston as a Vice Chairman and head of the Global Telecoms group in the investment banking division. From 2003 to 2005, he served as the Chief Strategic Officer of Credit Suisse Group. Between 2005 and 2018, Mr. Lawrence was a Vice Chairman, Co-Head of Investment Banking for North America, and then Deputy Chairman of Global Investment Banking at Rothschild & Co. In 2018, Mr. Lawrence joined Lazard as Deputy Chairman, Investment Banking. In 2019, he left and formed Snow Owl Advisors, an independent advisory firm. During his long tenure at leading global investment banks, Mr. Lawrence advised on many notable large-scale deals and developed a broad network of prominent executives, private equity investors, investment bankers, and other professional parties, who may be useful in sourcing deals and providing critical insight. He received an MBA from the Harvard Business School and an AB from Vassar College.

---

Andy Bryant, 70
Director 

Mr. Bryant is the former Chairman of the Board of Directors of Intel Corporation (NASDAQ: INTC) from 2012 to 2020, where he remains to serve as an Executive Advisor after stepping down as Chairman in January 2020. Since joining Intel in 1981, Mr. Bryant has worked at various key positions, including Vice Chairman of the Board of Directors from 2011 to 2012, Chief Administrative Officer from 2007 to 2012, Executive Vice President of Technology, Manufacturing and Enterprise Services from 2009 to 2012, Executive Vice President of Finance and Enterprise Services from 2007 to 2009, Executive Vice President and Chief Financial and Enterprise Services Officer from 2001 to 2007, Senior Vice President and Chief Financial and Enterprise Services Officer from 1999 to 2001, and Chief Financial Officer from 1994 to 1999. In addition, Mr. Bryant has been serving as an Independent Director at Columbia Sportswear Company (NASDAQ: COLM), a global active outdoor apparel and footwear company, since 2005. Previously, he was a member of the Board of Directors at McKesson Corporation (NYSE: MCK), a global healthcare services and information technology company, from 2008 to 2018. Mr. Bryant received a master’s degree in Business Administration with a concentration in finance from the University of Kansas and a bachelor’s degree in Economics from the University of Missouri.

---

Steeve Hagege, 45
Director 

Mr. Hagege is the former Chief Executive Officer of BOLD, the corporate venture capital fund of L’Oreal Group. During his tenure at BOLD from 2018 and 2020, Mr. Hagege was responsible for setting up BOLD and managed strategic direct and indirect investments in emerging start-up companies. Prior to his role at BOLD, Mr. Hagege was Deputy General Manager at L’Oreal Luxe Giorgio Armani from 2017 to 2018, General Manager of Luxe Division at L’Oreal Hong Kong & Macau from 2015 to 2017, General Manager of Designer Division at L’Oreal Luxe Travel Retail in Asia Pacific from 2012 to 2015, General Manager of Diesel International at L’Oreal Luxe from 2009 to 2012, and Marketing Director of Diesel International at L’Oreal Luxe from 2005 to 2009. Prior to his experience at L’Oreal Group, Mr. Hagege was Group and Digital Manager of Paco Rabanne at Puig Prestige Beaute from 1999 to 2004. Mr. Hagege received a master’s degree in Business from Montpellier Business School.

---

Wei Long, 48
Director 

Mr. Long is a senior advisor of Meituan Dianping (HKEx: 3690 HK), a leading e-commerce platform for consumer services and one of the largest consumer technology companies in China, providing strategic advice and other services since 2015. In 2005, Mr. Long co-founded Dianping.com, one of the predecessor companies of Meituan Dianping, responsible for business development, public relations, legal and government relations. Prior to that, he was the Vice President of Operations and Business Development at Linktone Ltd., working at the company from its inception to its initial public offering on Nasdaq. In 2015, Mr. Long also co-founded, and has been serving as the Founding Partner of, Light Up Investment Holdings Limited, which focuses its investments on consumption upgrade and enterprise services. Mr. Long received his Bachelor of Science degree from the University of Science and Technology of China and MBA from the Shanghai Jiaotong University. He previously served as the Standing Committee Member of the Shanghai Financial Youth Federation and the Vice Chairman of the Youth Federation of Changning District. He is currently a member of the Executive Committee of Shanghai Federation of Industry and Commerce, a member of the Changning District CPPCC Committee, Vice Chairman of Changning District Federation of Industry and Commerce, Vice President of Shanghai Information Service Association, Vice President of Shanghai Informatization Youth Talent Association, a mentor at Dark Horse Venture, and a lecturer at Eastern Forum.

---

Mei Tong, 50
Director 

Ms. Tong has been a Senior Advisor to InterChina Partners since 2018. Prior to her current role, Ms. Tong was a Managing Director at Fosun Venture Capital Investment Management Company from 2017 to 2018, where she led investment activities in the consumer sector. Prior to that, from 2014 to 2017, Ms. Tong was an Executive Director at HOPU Investment. From 2012 to 2014, Ms. Tong was a Vice President in Strategy, Acquisition & Divestment division of Wal-Mart (China) Investment Co. Ltd. From 1999 to 2010, Ms. Tong served as a Group Treasurer and Director of Corporate Development and Strategic Projects at Kimberly-Clark (China) Ltd. Ms. Tong received a master’s degree in Business Administration from Peking University, a Certified Management Accounting degree from Southern Alberta Institute of Technology and a Bachelor of Arts degree in International Studies from Beijing Foreign Affairs College.

---