SPACInsider Logo
Primavera Capital (PV) Investor Wants Out of FPA Ahead of Shareholder Vote
by Marlena Haddad on 2022-11-30 at 5:18pm

Primavera Capital (NYSE:PV) announced this afternoon that it has received letters from Sky Venture Partners, claiming that it has been relieved of its obligation under its previous forward purchase agreement (“FPA”).

As a refresher, the SPAC initially announced its $1.5 billion deal with luxury fashion Lanvin Group back in March. Through the transaction, Lanvin Group expects to receive proceeds of up to $544 million, including up to $414 million of cash held in PCAC’s trust account, a fully committed PIPE subscription and FPAs of $130 million in the aggregate from investors including Fosun International Limited, ITOCHU Corporation, Stella International Limited, Baozun Hong Kong Investment Limited, Golden A&A, Aspex Master Fund and Sky Venture Partners.

As part of the FPA, Aspex Master Fund and Sky Venture Partners L.P agreed to collectively purchase 8 million ordinary shares and two million warrants for $80 million, or $10.00 per share. This means that Sky Venture had agreed to purchase 4 million ordinary shares of PCAC and one million warrants for $40 million.

In consideration of Sky Venture’s commitment to purchase these forward purchase units, the sponsor transferred 500,000 Class B ordinary shares of PCAC to Sky Venture. Under the FPA, Sky Venture also agreed to vote all of the Class A ordinary shares and Class B ordinary shares held by it in favor of a business combination transaction proposed by PCAC.

But, Sky Venture has now refused to accept its obligations under the agreement, including the obligations to purchase the forward purchase units and vote all of the PCAC ordinary shares held by it in favor of the business combination transaction.

PCAC believes that Sky Venture’s claims are without merit and that Sky Venture remains bound by all of its obligations under the FPA. If Sky Venture fails to commit to the agreement, PCAC intends to forfeit Sky Venture’s ownership of 500,000 Class B ordinary shares and vigorously enforce all of PCAC’s rights and pursue all available remedies against the company, including seeking specific performance of its commitments pursuant to the FPA.

The news comes at an inopportune time as PCAC’s shareholder vote to approve its merger with Lanvin Group is next week on December 9.

Earlier this month, Primavera removed its bonus pool of shares for non-redeeming shareholders and secured an additional $95M PIPE subscription. Back in October, Primavera added $50 million in committed funding through Meritz Securities (KS:008560) in a private placement with the possibility of investing an additional $15 million via a PIPE. The parties announced that a holder of Lanvin Group debt also agreed to fully convert an existing loan into $95 million of Lanvin Group shares at closing.

The parties also made other amendments to the deal a few months ago to decrease the proposed enterprise value to $1.3 billion from $1.5 billion and its equity value to $1.7 billion from $1.9 billion. At that time, Lanvin Chairman and CEO Joann Cheng noted in a press release that the revision was made to match the performance of listed luxury brands in the current market and provide greater upside for investors. Paris-based Lanvin produces luxury apparel through four signature brands with about 300 retails stores and 3,600 employees globally.


Recent Posts
by Marlena Haddad on 2023-02-02 at 11:35am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Mondee acquires Orinter for $40M, Fisker, ChargePoint and Lucid say court decision creates ‘uncertainty’, and Getaround gets delisting warning from NYSE Mondee gains foothold in Brazil with Orinter acquisition  Travel marketplace and technology...

by Marlena Haddad on 2023-02-02 at 10:15am

Latest SPAC Liquidations: Itiquira Acquisition Corp., Biotech Acquisition Company Itiquira Acquisition Corp. (ITQ) to Liquidate on February 14 Itiquira Acquisition Corp. (Nasdaq: ITQ) announced today it intends to dissolve and liquidate at an estimated per-share redemption price of approximately $10.17. The company anticipates that the Public Shares will cease trading as of the close of business on February...

by Nicholas Alan Clayton on 2023-02-02 at 10:14am

Bill Ackman is still tinkering with his SPARCs. In a new S-1/a filed this morning, the Pershing Square founder provided an update to his proposed model that is “not a SPAC”, but that would do some SPAC-like things. In a simple sense, Ackman is seeking change in the order of operations from: find investors, raise...

by Marlena Haddad on 2023-02-01 at 5:35pm

Latest SPAC Liquidations: DTRT Health Acquisition Corp., Seaport Calibre Materials Acquisition Corp. DTRT Health (DTRT) to Liquidate on January 30 On January 30, 2023, the stockholders of DTRT Health Acquisition Corp. (Nasdaq: DTRT) approved an amendment to allow the company to redeem all of its issued and outstanding shares of Class A common stock in advance...

by Marlena Haddad on 2023-02-01 at 4:39pm

AMCI Acquisition Corp. II (NASDAQ:AMCI) announced this afternoon that it has adjourned its special meeting to complete its transaction with sustainable materials-maker LanzaTech. The meeting, which was scheduled to occur today at 11:00 a.m., has been pushed back until Friday, February 3, at 3:00 p.m. The SPAC originally financed the deal with $150 million from its current...

Privacy Policy|Terms Of Use
Copyright © 2023 SPACInsider, Inc. All Rights Reserved