Eve, a unit of plane maker Embraer, today announced a merger agreement with Zanite Acquisition that values the combined company at $2.4 billion.
If approved, upon closing Eve Holding will list on the NYSE under new ticker symbol EVEX. Embraer S.A., through its subsidiary Embraer Aircraft Holding, will remain a majority stockholder with an approximately 82% equity stake in Eve following the closing of the business combination, including its investment in a PIPE supporting the deal.
Assuming no redemptions by Zanite’s stockholders, Eve will have approximately $512 million in cash, resulting in a total pro forma equity value of approximately $2.9 billion.
The proceeds will be funded through a combination of Zanite’s approximately $237 million cash in trust and a $305 million PIPE with commitments of $175 million from Embraer, $25 million from Zanite’s sponsor and $105 million from a consortium of financial and strategic investors including Azorra Aviation, BAE Systems, Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce and SkyWest. In exchange for the commitments, Embraer has entered into arrangements with certain strategic investors to provide them with price protections of up to their $30 million aggregate commitments in the form of credits for parts and services or cash in exchange for the transfer of shares to Embraer. Embraer has also agreed to a three-year lockup on its rollover shares and Zanite’s sponsor has agreed to a three-year lockup on its founder shares. Read more.
