Item 1.01 Entry into a Material Definitive Agreement.
The Business Combination Agreement
On September 14, 2022, TPB Acquisition Corporation I ("SPAC") entered into a
Business Combination Agreement (the "Business Combination Agreement") by and
among Lavoro Limited, an exempted company incorporated with limited liability in
the Cayman Islands ("New PubCo"), Lavoro Merger Sub I Limited, an exempted
company incorporated with limited liability in the Cayman Islands and a direct,
wholly owned subsidiary of New PubCo ("First Merger Sub"), Lavoro Merger Sub II
Limited, an exempted company incorporated with limited liability in the Cayman
Islands and a direct, wholly owned subsidiary of New PubCo ("Second Merger
Sub"), Lavoro Merger Sub III Limited, an exempted company incorporated with
limited liability in the Cayman Islands and a direct, wholly owned subsidiary of
New PubCo ("Third Merger Sub" and, together with First Merger Sub and Second
Merger Sub, the "Merger Subs"), Lavoro Agro Limited, an exempted company
incorporated with limited liability in the Cayman Islands (the "Company"), and
SPAC, an exempted company incorporated with limited liability in the Cayman
Islands. Each of New PubCo, the Merger Subs, the Company and SPAC will
individually be referred to herein as a "Party" and, collectively, as the
"Parties." Terms used but not defined herein, or for which definitions are not
otherwise incorporated by reference herein, shall have the meaning given to such
terms in the Business Combination Agreement.
Pursuant to the Business Combination Agreement, the Parties have agreed that, on
the terms and subject to the conditions set forth in the Business Combination
Agreement, on the date immediately prior to the Closing Date, substantially
concurrently with and immediately after the closing of the PIPE Investment (as
defined below), (A) First Merger Sub shall be merged with and into SPAC (the
"First Merger"), with SPAC surviving as a direct wholly owned subsidiary of New
PubCo, (B) immediately following the First Merger, SPAC, as successor in the
First Merger, shall be merged with and into Second Merger Sub (the "Second
Merger" and, together with the First Merger, the "SPAC Mergers"), with Second
Merger Sub surviving as a direct wholly owned subsidiary of New PubCo, and
(C) on the Closing Date, Third Merger Sub shall be merged with and into the
Company (the "Third Merger" and, together with the SPAC Merger, the "Mergers")
with the Company surviving as a direct wholly owned subsidiary of New PubCo.
As a result of the Third Merger, among other things, (i) each Company Share
owned by the Company, Third Merger Sub or any wholly owned subsidiary of the
Company immediately prior to the Third Merger shall automatically be cancelled,
(ii) each Company Share that is not a Cashout Share that is issued and
outstanding immediately prior to the Third Effective Time will be converted into
and shall for all purposes represent only the right to receive a number of
validly issued, fully paid and nonassessable New PubCo Class A Ordinary Shares
equal to the Per Share Stock Consideration and (iii) each Cashout Share, if any,
shall be converted into and shall for all purposes represent only the right to
receive the Per Share Cash Consideration.
The Per Share Stock Consideration delivered to shareholders of the Company shall
be an amount of New PubCo Ordinary Shares equal to the Equity Value of $1.125
billion, as adjusted by the Adjustment Factor, divided by the fully diluted
outstanding shares of the Company prior to the Closing, divided by $10.00 (the
per share reference price). Pursuant to the SPAC Mergers, (i) each SPAC Class A
Ordinary Share and SPAC Class B Ordinary Share (collectively, the "SPAC
Shares"), other than SPAC Shares that are owned by SPAC, First Merger Sub or any
wholly owned subsidiary of SPAC, will be exchanged for New PubCo Ordinary Shares
(as adjusted in accordance with the SPAC Exchange Ratio), and (ii) each SPAC
Warrant will become a New PubCo Warrant to acquire New PubCo Ordinary Shares (as
adjusted in accordance with the SPAC Exchange Ratio) on the same terms and
conditions.
The Business Combination Agreement, the SPAC Mergers and the Transaction
Agreements have been unanimously approved by SPAC's board of directors (the
"Board") and the Board has unanimously determined to recommend that the
shareholders of SPAC vote to approve the SPAC Shareholder Matters and such other
actions as contemplated by the Business Combination Agreement.
Board Composition
Pursuant and subject to the terms of the Business Combination Agreement, the
board of directors of New PubCo as of immediately following the Closing will
consist of seven directors, four of which shall be designated by the Company's
existing shareholders and the other three of which shall be designated by TPB
Acquisition Sponsor I, LLC (the "Sponsor").
Representations and Warranties
The Business Combination Agreement contains representations and warranties that
are customary for transactions of this nature, including with respect to, among
other things: corporate matters, including organization, existence and standing;
authority and binding effect relative to execution and delivery of the Business
Combination Agreement and other ancillary agreements; no conflict; governmental
approvals and financial statements.
Covenants
The Business Combination Agreement includes customary covenants of the Parties
with respect to operation of their respective businesses prior to the
consummation of the Mergers. The Business Combination Agreement contains
additional covenants of the Parties, including, among others: (i) covenants
providing that the parties cooperate with respect to the proxy statement to be
filed with the U.S. Securities and Exchange Commission (the "SEC") in connection
with the Business Combination Agreement (and any amendments and supplements),
(ii) covenant of SPAC to convene a meeting of SPAC's shareholders and to solicit
proxies from its shareholders in favor of the approval of the Business
Combination Agreement and the SPAC Shareholder Matters, (iii) a covenant
providing that the parties shall take further actions as may be necessary,
proper or advisable to consummate and make effective the Mergers, (iv) a
covenant of New PubCo and the Company to obtain any required consents or
approvals pursuant to any applicable antitrust laws or other applicable legal
requirements, (v) covenants maintaining confidentiality and public announcements
and other communications regarding the Business Combination Agreement and the
transactions and other documents contemplated thereby and related matters,
(vi) a covenant of the Company and its subsidiaries not to engage in any
transactions involving the securities of SPAC prior to public announcement of
the material terms of the transactions, and (vii) covenants providing that the
parties will not solicit, initiate, enter into or continue discussions,
negotiations or transactions with respect to any other similar business
combination transaction.
Conditions to the Consummation of the Transaction
Consummation of the transactions contemplated by the Business Combination
Agreement is subject to customary closing conditions, including approval by
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the issuance of Class A ordinary shares of SPAC to the PIPE
Investor is incorporated by reference herein. The Class A ordinary shares
issuable to the PIPE Investor in connection with the transactions contemplated
by the Business Combination Agreement will not be registered under the
Securities Act, in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2. and
Exhibit 99.3, is furnished 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 liabilities under that section, and shall not be
deemed to be incorporated by reference into the filing of SPAC under Securities
Act or the Exchange Act, regardless of any general incorporation language in
such filings.
On September 15, 2022, SPAC and New PubCo issued a joint press release
announcing the execution of the Business Combination Agreement and the
transactions contemplated thereby. The press release is furnished as
Exhibit 99.1 to this Current Report.
An Investor Presentation for use by SPAC with certain of its shareholders and
other persons with respect to the Transactions is furnished as Exhibit 99.2 to
this Current Report and a transcript of the related video presentation is
furnished as Exhibit 99.3 to this Current Report.
Additional Information about the Proposed Business Combination and Where to Find
It
The proposed business combination will be submitted to shareholders of SPAC for
their consideration. New PubCo intends to file the Registration Statement with
the SEC which will include preliminary and definitive proxy statements to be
distributed by SPAC to SPAC's shareholders in connection with SPAC's
solicitation for proxies for the vote by SPAC's shareholders on the proposed
business combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the securities to
be issued in connection with the completion of the proposed business
combination. After the Registration Statement has been filed and declared
effective, SPAC will mail a definitive proxy statement and other relevant
documents to its shareholders as of the record date established for voting on
the proposed business combination. SPAC'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 SPAC's solicitation of proxies for
its special meeting of shareholders to be held to approve, among other things,
the proposed business combination, because these documents will contain
important information about SPAC, the Company and the proposed business
combination. Shareholders may also obtain a copy of the preliminary or
definitive proxy statement, once available, as well as other documents filed
with the SEC regarding the proposed business combination and other documents
filed with the SEC by SPAC, without charge, at the SEC's website located at
www.sec.gov or by directing a request to: TPB Acquisition Corporation I, 1
Letterman Drive, Suite A3-1, San Francisco, CA 94129.
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
SPAC, the Company and certain of their respective directors, executive officers
and other members of management, employees and consultants may, under SEC rules,
be deemed to be participants in the solicitations of proxies from SPAC's
shareholders in connection with the proposed business combination. Information
regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of SPAC's shareholders in connection with the proposed business
combination will be set forth in SPAC's proxy statement / prospectus when it is
filed with the SEC. You can find more information about SPAC's directors and
executive officers in SPAC's final prospectus that forms a part of SPAC's
Registration Statement on Form S-1 (Reg No. 333-253325), filed with the SEC
pursuant to Rule 424(b)(4) on August 12, 2021 (the "Prospectus"). 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. Shareholders, potential
investors and other interested persons should read the proxy statement /
prospectus carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
This communication relates to a potential financing through a private placement
of common stock of a newly formed holding company to be issued in connection
with the transaction. This communication shall not constitute a "solicitation"
as defined in Section 14 of the Exchange Act.
Forward-Looking Statements
The information in this communication includes "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as "estimate," "plan," "project,"
"forecast," "intend," "will," "expect," "anticipate," "believe," "seek,"
"target" or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, the expected benefits of the
proposed business combination; any indications of interest in the proposed PIPE
Investment; the satisfaction of closing conditions to any business combination
and any related financing, the amount of redemption requests made by SAPC's
public stockholders and the completion of the proposed business combination,
including the anticipated structure and closing date of the proposed business
combination and the use of the cash proceeds therefrom; anticipated management
and directors of the resulting issuer; any anticipated shareholder approvals;
and the pro forma ownership of the resulting issuer. These statements are based
on various assumptions, whether or not identified in this communication, and on
the current expectations of the Company's and SPAC's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of the Company and SPAC. These
forward-looking statements are subject to a number of risks and uncertainties,
including but not limited to, the inability of the parties to successfully or
timely consummate the proposed business combination, including the risk that any
required 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 proposed business combination or that shareholder
approval will not be obtained; the risk that the transaction may not be
completed by SPAC's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought by SPAC; the
failure to satisfy the conditions to the consummation of the proposed
transaction, including the adoption of the Business Combination Agreement by the
SPAC 's shareholders; the lack of a third party valuation in determining whether
or not to pursue the proposed transaction; the occurrence of any event, change
or other circumstance that could give rise to the termination of the Business
Combination Agreement; the effect of the announcement or pendency of the
proposed transaction on the Company's business relationships, operating results,
and business generally; risks that the proposed transaction disrupts current
plans and operations of the Company and potential difficulties in employee
retention as a result of the proposed transaction; the outcome of any legal
proceedings that may be instituted against the Company, SPAC or the combined
company related to the Business Combination Agreement or the proposed
transaction; the ability to maintain the listing of SPAC's securities on a
national securities exchange; the price of SPAC's securities may be volatile due
to a variety of factors, including changes in the competitive and regulated
industries in which SPAC plans to operate or the Company operates, variations in
operating performance across competitors, changes in laws and regulations
affecting SPAC's or the Company's business; the Company's inability to meet or
exceed its financial projections and changes in the combined capital structure;
changes in general economic conditions, including as a result of the COVID-19
pandemic; the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and identify and
realize additional opportunities; changes in domestic and foreign business,
market, financial, political and legal conditions; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Business Combination Agreement; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries and other
risks and uncertainties indicated from time to time in the final prospectus of
SPAC for its initial public offering and the proxy statement/prospectus to be
filed relating to the proposed business combination or in the future, including
those under "Risk Factors" therein, and in SPAC's other filings with the SEC. If
any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither SPAC nor
the Company presently know or that SPAC nor the Company currently believe are
immaterial that could also cause actual results to differ from those contained
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Business Combination Agreement, dated as of September 14, 2022, by
and among New PubCo, the Merger Subs, the Company and SPAC*
10.1 Voting and Support Agreement, dated September 14, 2022, by and among
the Company, the SPAC, and those parties named therein*
10.2 Lock-up Agreement, dated September 14, 2022, by and among the
Company, the SPAC, and those parties named therein*
10.3 Form of PIPE Subscription Agreement
10.4 Amendment to the Sponsor Letter Agreement, dated as of September 14,
2022, by and among the SPAC, the Sponsor, and those parties named
therein.
10.5 Form of A&R Registration Rights Agreement
99.1 Joint Press Release, dated as of September 15, 2022
99.2 Investor Presentation
99.3 Investor Presentation Transcript
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits and schedules to these exhibits have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. SPAC agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the SEC upon its
request.
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