TH International Ltd. Enters Transactions with Investors

TL;DR

TH International Ltd. just did a deal with Cartesian Capital & RBI.

AI Summary

On June 28, 2024, TH International Limited (the "Company") entered into a series of transactions with entities controlled by Cartesian Capital Group LLC and Restaurant Brands International Inc. (collectively, the "Investors"). These transactions involved the Company and the Investors, with specific details of the agreements not fully disclosed in this excerpt.

Why It Matters

This filing indicates significant corporate activity and potential strategic shifts for TH International Ltd. involving major investment groups.

Risk Assessment

Risk Level: medium — The filing mentions significant transactions with investors, but the specific terms and implications are not fully detailed, requiring further investigation.

Key Players & Entities

• TH International Limited (company) — The reporting entity
• Cartesian Capital Group LLC (company) — One of the investors involved in the transactions
• Restaurant Brands International Inc. (company) — One of the investors involved in the transactions
• June 28, 2024 (date) — Date of the transactions

FAQ

Key Financial Figures

• $9.0 m — haser”) for a purchase price of US$9.0 million, subject to certain post-closing
• $15 million — enterprise value of Popeyes China at US$15 million on a cash free, debt free basis, as adj
• $40.0 million — issued on the Initial Closing Date: US$40.0 million of Series A Convertible Subordinated No
• $20.0 million — vertible Notes”), consisting of US$20.0 million to THRI and US$10.0 million to each of
• $10.0 million — isting of US$20.0 million to THRI and US$10.0 million to each of P3AHIV and PTAHXXIIA. The Se
• $20 million — th an outstanding principal amount of US$20 million (the “Cartesian Existing Notes&rd
• $99.99 — nvertible Preferred Share to THRI for US$99.99. Series A-2 Convertible Preferred Share
• $0.00000939586994067732 — ares of the Company with par value of US$0.00000939586994067732 per share (the “Ordinary Shares&r
• $15.7 million — hose voting rights set forth below. US$15.7 million of Series A-1 Convertible Subordinated
• $5.0 million — sue, and THRI agreed to purchase, (i) US$5.0 million of Series A Convertible Notes on each o
• $100 — of default. Conversion Rates . Each US$100 principal amount of Series A Convertibl

Filing Documents

• ea0208722-6k_thinter.htm (6-K) — 29KB
• ea020872201ex4-1_thinter.htm (EX-4.1) — 95KB
• ea020872201ex10-1_thinter.htm (EX-10.1) — 315KB
• ea020872201ex10-2_thinter.htm (EX-10.2) — 272KB
• ea020872201ex10-3_thinter.htm (EX-10.3) — 97KB
• ea020872201ex10-4_thinter.htm (EX-10.4) — 97KB
• ea020872201ex10-5_thinter.htm (EX-10.5) — 80KB
• ea020872201ex99-1_thinter.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-057883.txt ( ) — 1000KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of July 2024 Commission file number: 001-41516 TH International Limited 2501 Central Plaza 227 Huangpi North Road Shanghai, People’s Republic of China, 200003 +86-021-6136-6616 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F EXPLANATORY NOTE Recent Transactions On June 28, 2024, TH International Limited (the “Company”) entered into a series of transactions with entities controlled by Cartesian Capital Group LLC (“Cartesian”) and entities controlled by Restaurant Brands International Inc. (“RBI” and together with Cartesian, the “Investors”). Specifically, the Company entered into (i) a Share Purchase Agreement for the sale of PLKC International Limited (“Popeyes China”) to PLK APAC Pte. Ltd., a subsidiary of RBI, (ii) a Securities Purchase Agreement for the issuance of Convertible Notes to each of the Investors, and (iii) an amendment of the Amended and Restated Master Development Agreement, the HK Amended and Restated Company Franchise Agreement and the PRC Amended and Restated Company Franchise Agreement (collectively, the “June 2024 Transactions”). Because of the volume of shares currently held by the Investors and their representation on the Company’s board of directors (the “Board”), the Board formed a special committee (the “Special Committee”) consisting solely of disinterested directors to consider the June 2024 Transactions. With the assistance of its own legal advisors, the Special Committee assessed the June 2024 Transactions and conducted arm’s-length negotiations with the Investors in relation to the June 2024 Transactions. The Special Committee unanimously approved the June 2024 Transactions. Sale of Popeyes China On June 28, 2024, the Company sold 100% of its equity interest in Popeyes China pursuant to a share purchase agreement dated June 28, 2024 (the “Share Purchase Agreement”) with PLK APAC Pte. Ltd., (the “Purchaser”) for a purchase price of US$9.0 million, subject to certain post-closing adjustments. The Purchaser is the franchisor of the Popeyes® brand for the Asia-Pacific region and a subsidiary of RBI. A wholly owned subsidiary of Popeyes China currently operates 14 Popeyes restaurants in China. The purchase price reflected an enterprise value of Popeyes China at US$15 million on a cash free, debt free basis, as adjusted by certain capital expenditures and liabilities. The Share Purchase Agreement contains customary representations, warranties, covenants and undertakings as well as an indemnity by the Company in favor of the Purchaser for certain specified matters. Concurrently with the Sale of Popeyes China, the Company also entered a transition services agreement to provide the Purchaser and Popeyes China (and its subsidiaries) certain services at cost for a period of up to 180 days following the closing date (which period may be extended by a further period of 180 days at the election of Purchaser). Investments in the Company On June 28, 2024, or the Initial Closing Date, the Company also entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Tim Hortons Restaurants International GmbH (the “THRI”), Pangaea Three Acquisition Holdings IV Limited (“P3AHIV”) and Pangaea Two Acquisition Holdings XXIIA Limited (“PTAHXXIIA” and together with P3AHIV, the “Cartesian Investors”) pursuant to which the Company issued on the Initial Closing Date: US$40.0 million of Series A Convertible Subordinated Notes due 2027 (the “Series A Convertible Notes”), consisting of US$20.0 million to THRI and US$10.0 million to each of P3AHIV and PTAHXXIIA. The Series A Convertible Notes are convertible into Series A-2 Convertible Preferred Shares (the “Series A-2 Convertible Preferred Shares”) (1) at the option of the holder at any time after January 16, 2025 and (2) mandatorily upon maturity or on the occurrence of certain change of control events, provided that the conversion requirements have been met. The Series A Convertible Notes were issued (i) to THRI in exchange for cash and the assignment of accounts receivables and (ii) to the Cartesian Investors in exchange for outstanding promissory notes issued in March 2024 with an outstanding principal amount of US$20 million (the “Cartesian Existing Notes”). 1 One (1) Series A-2 Convertible Preferred Share to THRI for US$99.99. Series A-2 Convertible Preferred Shares, which will also be issued

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