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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?

To: Glenn Petersen who wrote (2342)	3/22/2011 7:43:49 PM
From: Glenn Petersen	Read Replies (1) \| Respond to of 3862

Crumbs and 57th Street General Acquisition have amended their agreement: Crumbs Holdings LLC and 57th Street General Acquisition Corp. Announce Intention to Modify Business Combination Agreement Modified Terms To Increase Cash Available For Common Share Tender Offer Press Release Source: Crumbs Holdings LLC On Tuesday March 22, 2011, 6:56 pm NEW YORK--(BUSINESS WIRE)-- Crumbs Holdings LLC (“Crumbs”) and 57th Street General Acquisition Corp. (the “Company” or “57th Street”) (OTCBB:SQTC.ob - News) today announced their intention to modify their previously announced Business Combination Agreement1. The parties intend to further amend the Agreement, subject to final agreement on definitive documentation, to reflect the following modified terms: •to increase the amount of cash available for the tender offer (“Tender Offer”) of the Company’s common stock (“Common Shares”) from $4,990,000 to an amount which management currently estimates will be approximately $18.0 million; •to the extent required based upon the number of Common Shares tendered, the $27.0 million of cash consideration currently contemplated to be paid to the members of Crumbs upon the closing of the merger, will be reduced up to a maximum adjustment of $7.0 million and replaced by the issuance of newly issued securities of Crumbs and 57th Street, together substantially equivalent to Common Shares at a value of $10.00 per share (“Liquidity Shares”); •to provide that prior to the closing of the merger contemplated by the Agreement, that the Chief Executive Officer and Chief Creative Officer of Crumbs will enter into lock-up agreements restricting until January 1, 2013 the transfer or disposition, subject to certain exceptions, of all securities issued directly to them and 2/3 of the securities issued to Crumbs Inc. in connection with the closing of the merger; •to provide that prior to the closing of the merger contemplated by the Agreement, the Company will enter into agreements (the “Insider Exchange Agreements”) with 57th Street GAC Holdings LLC, its sponsor (the “Sponsor”), and the underwriters of the Company’s initial public offering (“IPO”) to exchange 370,000 Common Shares for the 3,700,000 warrants held by the Sponsor and the Underwriters (the “Insider Warrants”) following the expiration of the Tender Offer, and in accordance with applicable rules and regulations. The Insider Exchange Agreements will replace the Company’s current obligation to repurchase these 3,700,000 warrants for $1.00 per warrant; •the requirement that at least $14.0 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; •to cancel 150,000 of the Sponsor’s Common Shares, and the issuance, as part of the consideration paid to the members of Crumbs at the closing of merger, additional securities of Crumbs and 57th Street substantially equivalent to an additional 150,000 Common Shares with the same registration rights as Liquidity Shares; •to allow the holders of such Liquidity Shares, in connection with their exchange for Common Shares, to demand that a resale registration statement be effective for such shares within 90 days following the closing of the merger; and •to provide that, subject to certain exceptions, either party may terminate the Agreement in accordance with its terms if the merger is not consummated by May 15, 2011. The Company and Crumbs intend to enter into the modifications to the Agreement to afford the Company sufficient additional cash with which to conduct a modified Tender Offer affording stockholders an opportunity to tender additional Common Shares. Accordingly, the Company and Crumbs believe the proposed modifications will (i) provide the Company with an amount of cash which management currently estimates will be approximately $18.0 million to purchase Common Shares in connection with the Tender Offer (including any additional cash on hand, or a portion thereof, resulting from the ongoing renegotiation of fees, costs and expenses relating to the IPO, Tender Offer and business transaction); (ii) preserve $14.0 million of cash from 57th Street’s trust fund to be available for use by Crumbs at Closing for post-closing working capital requirements and (iii) demonstrate the Company’s and Crumbs’ commitment to consummate their merger. Jason Bauer, co-Founder and Chief Executive Officer of Crumbs, and Mark Klein, Chairman, President and Chief Executive Officer of 57th Street, said, “We believe that the amended terms of our business combination agreement further align our interests with both new and existing stockholders, and provides further evidence of our determination to complete the merger. Through the aforementioned changes, 57th St. 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. We look forward to working together to see our business combination agreement through to its successful conclusion and appreciate the support of all of our stockholders at this critical time.” Stockholders who desire to own Common Shares subsequent to the Company’s business combination with Crumbs should not tender their Common Shares in the Tender Offer. Stockholders who have previously tendered their Common Shares do not need to take any other actions unless they desire to withdraw their shares, which they may do in accordance with the procedures described in the Amended and Restated Offer to Purchase and the Amended and Restated Letter of Transmittal. Subject to agreement on definitive documentation substantially reflecting the terms described above, the parties intend to promptly prepare and enter into a third amendment to the previously announced Business Combination Agreement and to modify the Tender Offer documents as appropriate to reflect such modifications. <snip> finance.yahoo.com