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Primavera Capital (PV) Removes Bonus Pool, Secures $95M PIPE
by Marlena Haddad on 2022-11-01 at 10:05am

Primavera Capital (NYSE:PV) announced this morning that it has made an amendment to remove its bonus pool of shares for non-redeeming shareholders and has secured an additional $95M PIPE subscription in connection to its combination with the Lanvin Group.

The parties initially created a bonus pool of 3,600,000 shares at deal announcement which were derived from promote shares and Fosun International’s stake to be distributed to non-redeeming shareholders. Should no shareholders redeem, the extra shares would have effectively dropped the per share cost basis for public shareholders to $9.20. However, if redemptions were to hit 60%, this cost basis would have dropped to $8.21, serving effectively as a 17.9% discount.

On October 28, Primavera and Lanvin decided to remove these arrangements relating to the bonus pool of ordinary shares for non-redeeming shareholders and are currently in discussions to explore alternative non-redemption incentives for certain holders.

The SPAC expects that such alternative non-redemption incentives will take the form of secondary share transfers from the sponsor and/or Fosun Fashion Holdings to the holders in consideration of their entry into a customary non-redemption agreement. However, no such non-redemption agreement has been entered into as of yet.

Subsequently, Fosun Fashion agreed to subscribe for a total of 13,327,225 LGHL ordinary shares at a price of $10 per share, upsizing its PIPE subscription by approximately $95 million. This brings its investment from $38 million to a total of $133 million. Of that, $30 million has already been funded to Lanvin Group in advance of the closing of the business combination, but the rest of the PIPE investment is contingent upon, among other things, the substantially concurrent completion of the business combination.

The additional $95 million PIPE subscription commitment from Fosun Fashion is to be effective through a re-investment of all of the repayment proceeds of certain existing shareholder loans that were borrowed by Lanvin Group from Fosun International for working capital purposes.

Additionally, the sponsor will no longer be required to surrender any Class B ordinary shares of PCAC and Fosun Fashion will no longer be obliged to surrender any ordinary shares of Lanvin Group.

These amendments come less than a month after 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 last month 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.

The parties initially announced the deal on March 23. Paris-based Lanvin produces luxury apparel through four signature brands with about 300 retails stores and 3,600 employees globally.


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