TPB Acquisition Corp I (NASDAQ:TPBA) announced in an 8-K this morning that it has entered into forward purchase agreements with investors to backstop their shares through close.
The SPAC did not specify how many shares are currently covered by these agreements and noted that similar arrangements with other parties may still be made. These investors have agreed not to redeem these shares and hold them through close. In exchange, they are to be paid the redemption price plus interest for them when the agreements mature two years after close.
These investors are to use their best efforts to sell these shares ahead of the maturity date on the open market if possible at a price above the redemption rate. Each investor must inform the combined company when such sales take place and each is to receive a pro rata reimbursement for each share sold.
The combined company will then reimburse these investors at the maturity date for any shares still held from the escrow account created for this purpose. This agreement is to be terminated should the company shares trade with a VWAP at or above $12.50 for 20 of 30 trading days with cumulative volume above 25,000,000 shares.
The agreements also terminate if company stock hits a VWAP below $5 under the same terms. In such a case, investors are to receive the dispersed escrow amount divided by the total number of shares held as of the notice of the $5 trigger and multiplied again by the number of shares these investors hold.
The FPAs come in addition to a $100 million PIPE at $10 per share that TPB I included when initially announcing its $1.2 billion combination with Lavoro in September. Sao Paulo, Brazil-based Lavoro is a diversified omnichannel seller of agricultural inputs in Brazil and the Latin American region more broadly.
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