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Primavera Capital (PV) Shareholders Approve Lanvin Group Deal

Primavera Capital (PV) Shareholders Approve Lanvin Group Deal

Primavera (NYSE:PV) announced that its shareholders have approved its business combination with the luxury fashion Lanvin Group during a special meeting held Friday, December 9.

The parties’ press release did not include redemption figures, but, regardless, the parties expect to close the deal December 14, after which the combined company will trade on the NYSE under the symbol “LANV” beginning December 15. The deal did have some turbulence before bringing it in for a landing, however.

Primavera last week announced that it received letters from an investor, Sky Venture Partners, that it wanted out of its previous forward purchase agreement (FPA) in connection to the deal. The investor claimed that it had been relieved of its obligation under the prior 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.

Primavera stated that Sky Venture’s claims were without merit and that Sky Venture remains bound by all of its obligations under the FPA. It is unclear if Sky Venture actually pulled through, but if the investor didn’t and failed to commit to the agreement, the SPAC announced that it intends to forfeit Sky Venture’s ownership of 500,000 Class B ordinary shares.

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 initially announced the $1.5 billion combination on March 23, 2022, but later decreased the proposed enterprise value to $1.3 billion and its equity value to $1.7 billion from $1.9 billion.  The Paris-based Lanvin Group group produces luxury apparel through four signature brands with about 300 retails stores and 3,600 employees globally.