TPB Acquisition I and Lavoro Limited, a Brazil-based agricultural inputs retailer, today announced that they have entered into a definitive business combination agreement that would give Lavoro an implied initial Enterprise Value of approximately $1.2 billion.
The transaction is expected to close in the fourth quarter. If approved, Lavoro would trade on the Nasdaq under the ticker symbol LVRO, making it the first US-listed pure-play Latin American agricultural inputs retailer.
The transaction will be funded by up to $180 million from cash in the SPAC’s trust and $100 million that TPB intends to raise through a PIPE at $10 per share; $30 million in secondary proceeds to investment funds managed by Patria Group, the controlling shareholders of Lavoro, with $25 million in expected transaction fees and expenses.
The implied enterprise value equals 7.1x Pro Forma Adjusted EBITDA for Lavoro in calendar year 2022E and 4.4x Pro Forma Adjusted EBITDA for calendar year 2023.
Existing Lavoro shareholders, including investment funds managed by Patria Group, will roll 100% of their equity for the first $250 million in gross primary proceeds into the combined company and will own approximately 74% of the combined company after closing, assuming no redemptions. Read more.
