Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on March 23, 2022, Primavera Capital Acquisition
Corporation, a Cayman Islands exempted company ("PCAC"), entered into a Business
Combination Agreement (the "BCA") by and among (i) PCAC, (ii) Lanvin Group
Holdings Limited, a Cayman Islands exempted company ("LGHL"), (iii) Lanvin Group
Heritage I Limited, a Cayman Islands exempted company and a direct wholly owned
subsidiary of LHGL, (iv) Lanvin Group Heritage II Limited, a Cayman Islands
exempted company and a direct wholly owned subsidiary of LGHL, and (v) Fosun
Fashion Group (Cayman) Limited, a Cayman Islands exempted company ("Lanvin
Group"). Additionally, as previously disclosed, on October 17, 2022, the
aforementioned parties entered into Amendment No. 1 to the BCA, and on
October 20, 2022, the aforementioned parties entered into Amendment No. 2 to the
BCA.
On October 28, 2022, the aforementioned parties entered into Amendment No. 3 to
the BCA ("BCA Amendment No. 3") to remove the arrangements relating to the bonus
pool of up to 3,600,000 ordinary shares of LGHL for eligible holders of PCAC's
Class A ordinary shares who do not redeem their shares in connection with the
transactions contemplated by the BCA (the "Business Combination").
The foregoing description of BCA Amendment No. 3 does not purport to be complete
and is qualified in its entirety by the terms and conditions of BCA Amendment
No. 3, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
In connection with BCA Amendment No. 3, the parties also entered into certain
amendments to related agreements as described below.
Related Agreements
A&R Subscription Agreement
As previously disclosed, on March 23, 2022, Fosun Fashion Holdings (Cayman)
Limited agreed to subscribe for 3,800,000 LGHL ordinary shares for an aggregate
purchase price of $38 million, of which amount $30 million has already been
funded to Lanvin Group in advance of the closing of the Business Combination.
Subsequently, on October 28, 2022, Fosun Fashion Holdings (Cayman) Limited,
Fosun International Limited and certain other parties thereto entered into an
Amended and Restated Subscription Agreement (the "A&R Subscription Agreement"),
pursuant to which Fosun Fashion Holdings (Cayman) Limited has agreed to
subscribe for a total of 13,327,225 LGHL ordinary shares at a price of $10 per
share, upsizing its PIPE subscription investment by approximately $95 million,
from $38 million to approximately $133 million. The additional approximately
$95 million PIPE subscription commitment from Fosun Fashion Holdings (Cayman)
Limited will be effected by way of re-investment of all of the repayment
proceeds of certain existing shareholder loans that were borrowed by Lanvin
Group from Fosun International Limited for working capital purposes. The closing
of the PIPE investment by Fosun Fashion Holdings (Cayman) Limited and the other
PIPE investors is contingent upon, among other things, the substantially
concurrent consummation of the Business Combination.
The foregoing description of the A&R Subscription Agreement does not purport to
be complete and is qualified in its entirety by reference to the A&R
Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Amendment No. 1 to Sponsor Support Deed
On October 28, 2022, in connection with the execution of BCA Amendment No. 3,
PCAC, LGHL, Primavera Capital Acquisition LLC (PCAC's sponsor, the "Sponsor"),
certain other holders of PCAC's Class B ordinary shares and Lanvin Group entered
into Amendment No. 1 to the previously disclosed Sponsor Support Deed, dated
March 23, 2022, by and among the aforementioned parties, pursuant to which the
Sponsor shall no longer be required to surrender any Class B ordinary shares of
PCAC.
The foregoing description of Amendment No. 1 to the Sponsor Support Deed does
not purport to be complete and is qualified in its entirety by reference to
Amendment No. 1 to the Sponsor Support Deed, a copy of which is attached hereto
as Exhibit 10.2 and is incorporated herein by reference.
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Letter Agreement in respect of the FFG Shareholder Support Deed
On October 28, 2022, in connection with the execution of BCA Amendment No. 3,
PCAC, LGHL, Lanvin Group and Fosun Fashion Holdings (Cayman) Limited entered
into a letter agreement, pursuant to which Fosun Fashion Holdings (Cayman)
Limited shall not be obliged to surrender any ordinary shares of Lanvin Group,
notwithstanding the terms of the previously disclosed FFG Shareholder Support
Deed, by and among PCAC, LGHL, Lanvin Group and certain existing shareholders of
Lanvin Group, entered into concurrently with the BCA (the "FFG Shareholder
Support Deed").
The foregoing description of the letter agreement in respect of the FFG
Shareholder Support Deed does not purport to be complete and is qualified in its
entirety by reference to such letter agreement, a copy of which is attached
hereto as Exhibit 10.3 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In connection with the foregoing amendments, PCAC and Lanvin Group are in
discussions to explore alternative non-redemption incentives for certain
selected holders of PCAC's Class A ordinary shares to commit to not redeem their
shares in connection with the Business Combination. We expect that such
alternative non-redemption incentives will take the form of secondary share
transfers from the Sponsor and/or Fosun Fashion Holdings (Cayman) Limited,
LGHL's controlling shareholder, to such selected holders in consideration of
their entry into a customary non-redemption agreement. No such non-redemption
agreement has been entered into as of the date of this Current Report on Form
8-K, and there can be no assurance that any non-redemption agreement will be
entered into on any particular terms and conditions, or at all, prior to the
closing of the Business Combination.
Additionally, on November 1, 2022, Lanvin Group and PCAC posted an updated
investor presentation related to the Business Combination. A copy of the updated
investor presentation is furnished hereto as Exhibit 99.1 and incorporated by
reference herein.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities under that section and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act, except as otherwise expressly stated by
specific reference in any such filing.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the federal securities laws, and also contains certain financial forecasts and
projections. All statements other than statements of historical fact contained
in this communication, including, but not limited to, statements as to future
results of operations and financial position, planned products and services,
business strategy and plans, objectives of management for future operations of
the Lanvin Group, market size and growth opportunities, competitive position,
technological and market trends and the potential benefits and expectations
related to the terms and timing of the proposed business combination with PCAC,
are forward-looking statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including "anticipate,"
"expect," "suggests," "plan," "believe," "intend," "estimates," "targets,"
"projects," "should," "could," "would," "may," "will," "forecast" or other
similar expressions. All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and opinions of the
Lanvin Group and PCAC, which are all subject to change due to various factors.
Any such estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this communication, should be regarded as
indicative, preliminary and for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results.
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The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the timing and
structure of the business combination with PCAC; changes to the proposed
structure of the business combination with PCAC that may be required or
appropriate as a result of applicable laws or regulations; the inability of the
parties to successfully or timely consummate the business combination with PCAC
and the other transactions in connection therewith, including as a result of the
COVID-19 pandemic or the risk that any regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the business combination
with PCAC or that the approval of the shareholders of PCAC or the Lanvin Group
is not obtained; the risk that the business combination with PCAC disrupts
current plans and operations of PCAC or the Lanvin Group as a result of the
announcement and consummation of the business combination with PCAC; the ability
of the Lanvin Group to grow and manage growth profitably and retain its key
employees including its chief executive officer and executive team; the
inability to obtain or maintain the listing of the post-acquisition company's
securities on The New York Stock Exchange following the business combination
with PCAC; failure to realize the anticipated benefits of the business
combination with PCAC; risk relating to the uncertainty of the projected
financial information with respect to the Lanvin Group; the amount of redemption
requests made by PCAC's shareholders and the amount of funds available in the
PCAC trust account; general economic conditions and other factors affecting the
Lanvin Group's business; Lanvin Group's ability to implement its business
strategy; Lanvin Group's ability to manage expenses; changes in applicable laws
and governmental regulation and the impact of such changes on Lanvin Group's
business, Lanvin Group's exposure to litigation claims and other loss
contingencies; the risks associated with negative press or reputational harm;
disruptions and other impacts to Lanvin Group's business, as a result of the
COVID-19 pandemic and government actions and restrictive measures implemented in
response; Lanvin Group's ability to protect patents, trademarks and other
intellectual property rights; any breaches of, or interruptions in, Lanvin
Group's technology infrastructure; changes in tax laws and liabilities; and
changes in legal, regulatory, political and economic risks and the impact of
such changes on Lanvin Group's business. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of LGHL's
registration statement on Form F-4, PCAC's Annual Report on Form 10-K and other
documents filed by LGHL or PCAC from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. In addition, there may be additional risks that
neither PCAC nor Lanvin Group presently know, or that PCAC or Lanvin Group
currently believe are immaterial, that could also cause actual results to differ
from those contained in the forward-looking statements. Forward-looking
statements reflect PCAC's and Lanvin Group's expectations, plans, projections or
forecasts of future events and view. If any of the risks materialize or PCAC's
or Lanvin Group's assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements.
Forward-looking statements speak only as of the date they are made. PCAC and
Lanvin Group anticipate that subsequent events and developments may cause their
assessments to change. However, while LGHL, PCAC and Lanvin Group may elect to
update these forward-looking statements at some point in the future, LGHL, PCAC
and Lanvin Group specifically disclaim any obligation to do so, except as
required by law. The inclusion of any statement in this document does not
constitute an admission by Lanvin Group nor PCAC or any other person that the
events or circumstances described in such statement are material. These
forward-looking statements should not be relied upon as representing PCAC's or
Lanvin Group's assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Lanvin Group and PCAC
contained herein are not, and do not purport to be, appraisals of the
securities, assets or business of the Lanvin Group, PCAC or any other entity.
Important Additional Information
This communication relates to a proposed business combination between Lanvin
Group and PCAC. This document does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed business combination with
PCAC will be submitted to shareholders of PCAC for their consideration.
LGHL has filed a Registration Statement with the SEC which includes a
preliminary proxy statement in relation to the vote by PCAC's shareholders in
connection with the proposed business combination and other matters as described
in the Registration Statement, as well as a preliminary prospectus with respect
to LGHL's securities to be issued in connection with the proposed business
combination. PCAC and LGHL also will file other documents regarding the proposed
business combination with the SEC.
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After the Registration Statement has been declared effective, PCAC will mail a
definitive proxy statement/prospectus and other relevant documents to its
shareholders as of the record date established for voting on the proposed
business combination. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/prospectus or any other
document that PCAC will send to its shareholders in connection with the business
combination. PCAC's shareholders and other interested persons are advised to
read, once available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with PCAC's solicitation of proxies for its
special meeting of shareholders to be held to approve, among other things, the
proposed transactions, because these documents will contain important
information about PCAC, LGHL, Lanvin Group and the proposed business combination
with PCAC. Shareholders and investors may also obtain a copy of the preliminary
or definitive proxy statement/prospectus, once available, as well as other
documents filed with the SEC regarding the proposed transactions and other
documents filed with the SEC by PCAC, without charge, at the SEC's website
located at www.sec.gov or by directing a request to PCAC.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
PCAC, LGHL and Lanvin Group and certain of their respective directors, executive
officers and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from PCAC's
shareholders in connection with the proposed transactions. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation
of PCAC's shareholders in connection with the proposed transactions will be set
forth in LGHL's proxy statement/prospectus when it is filed with the SEC. You
can find more information about PCAC's directors and executive officers in the
Registration Statement. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests will
be included in the proxy statement/prospectus when it becomes available.
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Amendment No. 3 to the Business Combination Agreement, dated as of
October 28, 2022, by and among Lanvin Group Holdings Limited,
Primavera Capital Acquisition Corporation, Fosun Fashion Group
(Cayman) Limited, Lanvin Group Heritage I Limited and Lanvin Group
Heritage II Limited
10.1 Amended and Restated Subscription Agreement, dated as of October 28,
2022, by and among Lanvin Group Holdings Limited, Primavera Capital
Acquisition Corporation, Fosun Fashion Holdings (Cayman) Limited,
Fosun Fashion Group (Cayman) Limited and Fosun International Limited
10.2 Amendment No. 1 to Sponsor Support Deed, dated as of October 28,
2022, by and among Primavera Capital Acquisition Corporation, Fosun
Fashion Group (Cayman) Limited, Primavera Capital Acquisition LLC,
Lanvin Group Holdings Limited, and certain other parties thereto
10.3 Letter Agreement in respect of the FFG Shareholder Support Deed,
dated as of October 28, 2022, by and among Primavera Capital
Acquisition Corporation, Lanvin Group Holdings Limited, Fosun Fashion
Group (Cayman) Limited and Fosun Fashion Holdings (Cayman) Limited
99.1 Revised Investor Presentation, dated November 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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