Second Cup and SPE Finance close share-for-debt transaction

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By CPE News

pcJ News Briefs – The Second Cup Ltd. (TSX: SCU) has closed its previously announced debt exchange transaction with SPE Finance LLC, an affiliate of Serruya Private Equity, and its four shareholders.

In exchange for SPE’s $8 million secured term loan, Second Cup issued 4,210,528 common shares at a deemed price of $1.90, or 1,052,632 common shares to each of 21187769 Ontario Inc., 22087742 Ontario Inc., 2208744 Ontario Inc. and Fruzer Inc. Following completion of the transaction, each of the four SPE shareholders will hold approximately 7.2% of the outstanding common shares (on a fully diluted basis).

In connection with the transaction, Michael Serruya and Aaron Serruya have joined Second Cup board of directors, as the nominees of the SPE shareholders.

photo credit: Second Cup

News Release

Second Cup Announces Closing of Debt Exchange Transaction with SPE Finance LLC

MISSISSAUGA, ON, August 10, 2017 /CNW/ – The Second Cup Ltd. (TSX: SCU) (Second Cup or the Company) is pleased to announce that it has closed its previously announced debt exchange transaction with SPE Finance LLC (SPE) and its four shareholders.

SPE, an affiliate of Serruya Private Equity, and its shareholders have exchanged SPE’s $8.0 million secured term loan for a total of 4,210,528 common shares of Second Cup at a price of $1.90 per common share in full satisfaction of the term loan. After giving effect to the debt exchange, each of the four SPE shareholders now hold approximately 6.9% of the outstanding common shares of Second Cup (including common shares currently held by them), or approximately 7.2% assuming the exercise of the warrants distributed to them.

After completing this transaction, Second Cup is now debt free with approximately $3 million in cash and close to $1 million in reduced annual expenses. This provides Second Cup with a much improved financial foundation, upon which to build for the future.

Second Cup is also pleased to announce that Michael Serruya and Aaron Serruya have been appointed to the board of directors of the Company as the nominees of the SPE Shareholders.

About Second Cup Coffee Co.™

Founded in 1975, The Second Cup Ltd. is a Canadian specialty coffee retailer operating over 290 franchised and company owned cafes in Canada. The company’s vision is to be the coffee brand most passionately committed to quality and innovation. For more information, please visit www.secondcup.com or find the company on Facebook and Twitter.

For further information: Ba Linh Le, Chief Financial Officer, (905) 362-1827 or investor@secondcup.com.

About Serruya Private Equity

Serruya Private Equity Inc. (SPE) is a Toronto-area based, family managed group that invests capital in a broad range of asset classes, with an emphasis on retail and real estate. SPE’s principals have a heritage of experience developing brands and its affiliates currently include global brands Yogen Fruz, Pinkberry and Swensens, with over one billion dollars of worldwide system revenue.

For more information please contact info@serruyaequity.com