Primavera Capital (PV) Investor Wants Out of FPA Ahead of Shareholder Vote

Primavera Capital (NYSE:PV) announced this afternoon that it has received letters from Sky Venture Partners, claiming that it has been relieved of its obligation under its previous forward purchase agreement (“FPA”).

As a refresher, the SPAC initially announced its $1.5 billion deal with luxury fashion Lanvin Group back in March. Through the transaction, Lanvin Group expects to receive proceeds of up to $544 million, including up to $414 million of cash held in PCAC’s trust account, a fully committed PIPE subscription and FPAs of $130 million in the aggregate from investors including Fosun International Limited, ITOCHU Corporation, Stella International Limited, Baozun Hong Kong Investment Limited, Golden A&A, Aspex Master Fund and Sky Venture Partners.

As part of the FPA, Aspex Master Fund and Sky Venture Partners L.P agreed to collectively purchase 8 million ordinary shares and two million warrants for $80 million, or $10.00 per share. This means that Sky Venture had agreed to purchase 4 million ordinary shares of PCAC and one million warrants for $40 million.

In consideration of Sky Venture’s commitment to purchase these forward purchase units, the sponsor transferred 500,000 Class B ordinary shares of PCAC to Sky Venture. Under the FPA, Sky Venture also agreed to vote all of the Class A ordinary shares and Class B ordinary shares held by it in favor of a business combination transaction proposed by PCAC.

But, Sky Venture has now refused to accept its obligations under the agreement, including the obligations to purchase the forward purchase units and vote all of the PCAC ordinary shares held by it in favor of the business combination transaction.

PCAC believes that Sky Venture’s claims are without merit and that Sky Venture remains bound by all of its obligations under the FPA. If Sky Venture fails to commit to the agreement, PCAC intends to forfeit Sky Venture’s ownership of 500,000 Class B ordinary shares and vigorously enforce all of PCAC’s rights and pursue all available remedies against the company, including seeking specific performance of its commitments pursuant to the FPA.

The news comes at an inopportune time as PCAC’s shareholder vote to approve its merger with Lanvin Group is next week on December 9.

Earlier this month, Primavera removed its bonus pool of shares for non-redeeming shareholders and secured an additional $95M PIPE subscription. Back in October, 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 a few months ago 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. Paris-based Lanvin produces luxury apparel through four signature brands with about 300 retails stores and 3,600 employees globally.