NEW YORK — Crumbs Holdings L.L.C., owner of one of the largest cupcake chains in the United States, and 57th Street General Acquisition Corp. have agreed to amend their previously announced transaction first detailed in January. The companies said the modifications will provide 57th Street with sufficient additional cash with which to conduct a modified tender offer giving shareholders an opportunity to tender additional common shares.
The modified terms include: an increase in the amount of cash available for the tender offer of 57th Street General Acquisition’s common stock from $4,990,000 to approximately $18 million; a reduction in the $27 million cash consideration to be paid to Crumbs upon closing of up to $7 million, to be replaced by the issuance of newly issued securities of Crumbs and 57th Street; and the requirement that at least $14 million in cash be contributed to Crumbs from 57th Street’s trust fund to be available for use by Crumbs at closing for post-closing working capital requirements.
“We believe that the amended terms of our business combination agreement further align our interest with both new and existing stockholders, and provides further evidence of our determination to complete the merger,” said Jason Bauer, co-founder and chief executive officer of Crumbs, and Mark Klein, chairman, president and c.e.o. of 57th Street. “Through the aforementioned changes, 57th Street will be able to fully meet its obligations with respect to the tender offer, while a post-transaction Crumbs will have the balance sheet flexibility and strength to execute our business plan.”
57th Street General Acquisition Corp. in January agreed to acquire Crumbs for approximately $66 million, including $27 million in cash and $39 million in 57th Street common stock.
Mia and Jason Bauer co-founded Crumbs in 2003 in New York City. The company operates 34 company-owned stores in six states and the District of Columbia featuring Crumbs Signature-size cupcakes. The company offers more than 75 cupcake varieties baked fresh daily, as well as more than 150 different sweet goods, including cakes, pies, cookies, Danishes, scones, croissants, brownies and muffins.
The company also has an e-commerce division at www.crumbs.com that ships cupcakes nationwide.