Panera Brands Ends SPAC Listing Plan as Tims China Delays Its Own Deal

This is an English adaptation of a FoodBud historical article originally published on July 3, 2022.

Panera Brands, the group behind Panera Bread, Caribou Coffee and Einstein Bros, has ended its planned SPAC listing with USHG Acquisition, the blank-check company launched by Shake Shack founder Danny Meyer.

The written termination followed the companies' failure to complete their merger by June 30, 2022.

Panera's Listing Plan Falls Through

JAB acquired Panera Bread in 2017 for about $7.5 billion, or $315 per share, when Panera Bread was still listed on Nasdaq. In 2021, JAB combined Caribou Coffee and Einstein Bros with Panera Bread under Panera Brands.

Panera Brands operates nearly 4,000 stores across 10 countries. As of the end of June 2021:

• Panera Bread had 2,120 stores across 48 U.S. states.
• Caribou Coffee operated 713 stores in 10 countries.
• Einstein Bros operated more than 1,000 stores in the United States.

In a press release, Panera Brands said the two companies had worked closely since announcing the planned transaction last year. However, given unfavorable capital-market conditions and a deteriorating IPO market over the past several months, both sides agreed not to extend the merger agreement.

Panera Brands said it would continue to prepare for and evaluate a public listing if market conditions improve, but recession concerns may slow the process.

Danny Meyer had originally planned to invest directly in Panera Brands and become an independent director after the IPO was completed. Given current conditions, he said Panera Brands' IPO was unlikely to happen in the near term, while still expressing admiration for Panera Brands and JAB.

USHG Acquisition is now looking for a new partner. The SPAC must find a company by March 1, 2023, in order to complete an initial merger before the vehicle expires.

IPO Conditions Weaken

After a record year for global IPO activity in 2021, the broader environment became more difficult. In the first half of 2022, the number of global IPOs fell by 46%.

The same market backdrop may also be affecting Tims China, whose SPAC listing has again been delayed.

When Tims China announced its SPAC listing plan last year, it expected to complete the process in the first quarter of 2022. The timetable was later pushed back to before June 30, 2022.

According to a recent information update, Tims China's SPAC listing has now been delayed again, to before August 30, 2022.

Note: IPO timelines, SPAC deadlines, market conditions and forward-looking listing plans are historical as of July 3, 2022.