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Environmental Impact Acquisition Corp.

Environmental Impact Acquisition Corp.

Dec 22, 2020 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: GreenLight Biosciences, Inc.

ENTERPRISE VALUE: $1.23 Billion
ANTICIPATED SYMBOL: GRNA

Environmental Impact Acquisition Corp. proposes to combine with GreenLight Biosciences, Inc., a biotechnology company dedicated to making ribonucleic acid (RNA) products affordable and accessible for human health and agriculture

GreenLight harnesses the power of biology to develop RNA-based solutions for some of humanity’s greatest challenges in human health through mRNA vaccines and therapeutics and in food production through RNA crop-protection products. The company’s breakthrough cell-free RNA manufacturing platform, which is protected by numerous patents, allows for cost-effective and scalable production of RNA.

  • Proceeds from the transaction are expected to provide GreenLight with the capital needed to advance the following priorities:
    • For crop management and plant protection, GreenLight’s most advanced products in development are RNA-based pesticides aimed at protecting honeybees, which are key plant pollinators, from the parasitic varroa destructor mite, and protecting staple food products from destructive insect pests.
    • The traditional chemical pesticides currently in use face increasing consumer opposition and the threat of outright bans due to concerns over their damage to the environment. In addition, crop-destructive pests have developed resistance to many traditional pesticides.
    • Also, the non-specificity of traditional pesticides can result in the unintended killing of insects that are beneficial to crops.

For human health, GreenLight is developing an mRNA manufacturing platform aimed at providing mRNA-based therapeutics at scale and an appropriate price for global needs. The company’s lead vaccine programs include vaccine candidates for Covid-19 and influenza. Earlier-stage programs are being developed to address other unmet medical needs, such as sickle cell disease.

SUBSEQUENT EVENT – 5/30/23 – LINK

  • GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) has announced its agreement to be acquired by a buyer group led by Fall Line Capital, LLC in an all-cash transaction.
    • The deal values the company at around $45.5 million.
  • The offer will be made at a price of $0.30 per share in cash, representing a 50% premium over the closing price of the Company’s Common Stock on May 26, 2023.
  • The offer is subject to the terms and conditions outlined in the Merger Agreement.

SUBSEQUENT EVENT – 1/5/22

  • In connection with such pre-payment, GreenLight issued $35.25 million of convertible securities to certain of the investors that have committed to purchase shares of ENVI common stock in the PIPE.
  • Upon the closing of the anticipated business combination, the convertible securities will be cancelled and the amounts paid thereunder by such investors will constitute payment for a corresponding portion of such participating investor’s PIPE purchase price.
    • S2G Ventures, Fall Line Capital, Rivas Capital, The Jeremy and Hannelore Grantham Environmental Trust, Viceroy, Morningside Venture Investments, and Spruce Capital participated in this PIPE prepayment transaction.

SUBSEQUENT EVENT – (PR LINK) – 11/23/21

  • On November 23, 2021, GreenLight Biosciences Inc. and Environmental Impact Acquisition Corp. announced an expansion of its PIPE financing to an aggregate $124 million in gross proceeds.
  • The expanded financing includes a $19 million strategic investment (in the aggregate) with $10 million coming from Serum Life Sciences Ltd (“Serum Life Sciences”), a subsidiary of Serum Institute of India Pvt. Ltd. (the “Serum Institute”).

TRANSACTION

  • The transaction will provide estimated proceeds to fund operations of $282 million assuming delivery of the full amount held in trust by ENVI.
  • This includes $105 million in proceeds from a fully committed common stock PIPE transaction priced at $10.00 per share, demonstrating strong support from investors including:
    • S2G Ventures, Cormorant Asset Management, Morningside Venture Investments, Hudson Bay Capital, BNP Paribas Ecosystem Restoration Fund, The Jeremy and Hannelore Grantham Environmental Trust, Continental Grain Company, Pura Vida Investments LLC, Xeraya Capital, and MLS Fund II/Spruce.
  • Transaction advances the development of a breakthrough biomanufacturing platform capable of discovering, developing, scaling, and commercializing ribonucleic acid (RNA) solutions at volume across multiple sectors in agricultural and human health markets.
  • This combination creates a company rooted in global impact and sustainability with a diverse product pipeline addressing two of humanity’s greatest challenges and largest opportunities: food security and human health.
  • In accordance with the terms of the Business Combination Agreement, the aggregate consideration to be delivered to the GreenLight equity holders in connection with the transaction contemplated under the Business Combination Agreement will be 120,000,000 shares of ENVI Class A Common Stock, including any shares issuable upon exercise of the Rollover Options and the Assumed Warrants.

envi trans overview

PIPE

  • Fully committed $105 million PIPE financing of common stock priced at $10.00 per share, from investors including:
    • S2G Ventures, Cormorant Asset Management, Morningside Venture Investments, Hudson Bay Capital, BNP Paribas Ecosystem Restoration Fund, The Jeremy and Hannelore Grantham Environmental Trust, Continental Grain Company, Pura Vida Investments LLC, Xeraya Capital, and MLS Fund II/Spruce.
  • Subsequent Event: On November 23, 2021, GreenLight Biosciences Inc. and Environmental Impact Acquisition Corp. announced an expansion of its PIPE financing to an aggregate $124 million in gross proceeds.
  • The expanded financing includes a $19 million strategic investment (in the aggregate) with $10 million coming from Serum Life Sciences Ltd (“Serum Life Sciences”), a subsidiary of Serum Institute of India Pvt. Ltd. (the “Serum Institute”).

LOCK-UP

  • Such restrictions begin at the consummation of the Business Combination and end at the date that is 180 days after the consummation of the Business Combination (the “Lock-Up Period”), except that the Lock-Up Period may shorten to 120 days if, following the consummation of the Business Combination, the last sale price of the ENVI Class A Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period.

SUPPORT AGREEMENT

  • (a) each of ENVI Sponsor, HB Strategies and the other holders of Class B Common Stock agreed to vote in favor of the each of the transactions contemplated in the Business Combination Agreement
  • (b) if more than 25% of the issued and outstanding shares of ENVI Class A Common Stock elect to redeem their shares in accordance with the redemption procedures under ENVI’s amended and restated certificate of incorporation, ENVI Sponsor and HB Strategies agreed to forfeit an aggregate number of warrants equal to 25% of the Company’s outstanding private placement warrants.

NOTABLE CONDITIONS TO CLOSING

  •  The Aggregate Transaction Proceeds will be equal to or greater than $105,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing of the Business Combination:
    • (i) by either party, if the closing of the Business Combination has not occurred on or prior to 11:59 P.M. Eastern time on February 10, 2022, unless the breach of any covenant or obligation under the Business Combination Agreement or any ancillary agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement on or before such date
    • (ii) by either party, if ENVI’s stockholders do not approve the Business Combination at a meeting of ENVI’s stockholders.
  • If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of willful breach or actual fraud.

ADVISORS

  • SVB Leerink LLC and Credit Suisse Securities (USA) LLC are acting as financial and capital markets advisors to GreenLight and co-placement agents on the PIPE transaction.
  • Foley Hoag LLP is acting as the legal advisor to GreenLight.
  • Canaccord Genuity is acting as the financial advisor.
  • Latham & Watkins LLP is acting as legal advisor to Environmental Impact Acquisition Corp.

MANAGEMENT & BOARD

Executive Officers

Daniel Coyne, 48
Chief Executive Officer, President and Director

Mr. Coyne has over 25 years of experience in corporate finance, mergers and acquisitions, equity and debt capital markets and completed transactions in diverse industries. He currently serves as Co-Head of U.S. Investment Banking of and Global Head of Sustainability Investment Banking for Canaccord, where he has been since March 1998. During his career, Mr. Coyne has worked on a variety of equity and debt financings and mergers and acquisitions assignments. Since the start of his career in 1994, he has participated in over 250 transactions with an aggregate value exceeding $20 billion. Mr. Coyne has advised companies engaged in advanced materials, energy and power technology, additive manufacturing, advanced lighting and controls, industrial technology including instrumentation, process control and capital equipment, green building products, recycling, smart grid and energy management, solar, wind, renewable power generation and energy-efficiency software/services, and water. Mr. Coyne received a B.A. from Middlebury College.

Marc Marano, 48
Chief Financial Officer and Treasurer

Mr. Marano currently serves as a Managing Director in Canaccord’s Investment Banking Group, where he has been since June 2004. He is principally involved in identifying, negotiating, structuring and executing investment banking transactions for growth companies in the Sustainability sector at Canaccord. Mr. Marano has extensive experience with mergers and acquisitions, initial public offerings, follow-on equity offerings and private placements of equity securities. Prior to joining Canaccord, he worked as a consultant at Standard & Poor’s Corporate Value Consulting Group from August 2002 to June 2004, as well as a tax attorney at Ernst & Young LLP from August 1996 to June 2000. Mr. Marano received a B.S. from Boston College, a J.D. from Suffolk University School of Law, and an M.B.A. from Cornell University.

Andrew Viles, 58
Secretary

Mr. Viles joined Canaccord Genuity in 2003, and since February 2019 has served as Executive Vice President, Chief Legal Officer and US General Counsel for Canaccord Genuity Group Inc. (TSX:CF). He oversees all legal and compliance matters globally for the Company. As U.S. General Counsel. Mr. Viles is also directly responsible for all US legal matters involving the firm. Prior to this, Mr. Viles acted as Senior Managing Director and US General Counsel of the Canaccord Genuity’s US capital markets business from July 2012. Commencing in August 2017, he was responsible for all compliance activities for the firm’s North American Capital Markets business. From October 2007 through July 2012, Mr. Viles acted as head of U.S. Mergers & Acquisitions in the firm’s investment banking group. He has extensive involvement in all aspects of the firm’s investment banking practice, and has been involved in structuring a wide array of national and international capital raising and M&A transactions on behalf of the firm’s clients. Prior to October 2007, Mr. Viles acted as General Counsel of Canaccord Genuity Group Inc.’s US capital markets business. Prior to joining Canaccord Genuity in 2003, he was a Partner in the international law firm of Goodwin Procter LLP, working in the firm’s Corporate Department. His practice there included mergers & acquisitions, corporate restructurings, corporate finance, and capital markets transactions. He advised clients on a wide variety of corporate and securities law matters including IPOs, public offerings and private placements of debt and equity securities, PIPEs, Rule 144A transactions, offshore financings, and mergers & acquisitions, both public and private. Mr. Viles also worked with public companies on meeting their ongoing SEC reporting and compliance obligations. Mr. Viles received a B.S. from Bates College and a J.D. from Boston University School of Law, magna cum laude. He is a member of the Massachusetts Bar and the American Bar Association.

Board of Directors

Jennifer Pardi, 39
Director

Ms. Pardi has over 17 years of experience in corporate finance, equity and debt capital markets and has completed transactions in diverse industries and with complex structures. She currently serves as Global Head of Equity Capital Markets of Canaccord, where she has been since September 2003 and has extensive US and cross-border experience having been involved in the completion of over 1,000 transactions with an aggregate value of over $150 billion. Ms. Pardi holds a B.A. in Economics from the University of Connecticut and an M.B.A. (with distinction) from Suffolk University.

Deval Patrick, 64
Director 

In May 2020, Mr. Patrick founded the Together Fund, a political action committee to support Democratic candidates for U.S. House and Senate in “swing” districts, dedicated to developing progressive change. From April 2015 to November 2019, Gov. Patrick founded and lead the Double Impact Fund at Bain Capital LLC, a private equity impact fund that invests in for-profit enterprises for both financial return and measurable social or environmental benefit. Prior to that, Gov. Patrick was the governor of the Commonwealth of Massachusetts from January 2007 to January 2015, leading the Commonwealth through global economic collapse, weather and water emergencies, and a terrorist attack to top national rankings in job growth, student achievements, health care coverage, economic competitiveness, and energy efficiency. He significantly reinvested in infrastructure and schools while delivering fiscally responsible budgets and earned the highest bond rating in Commonwealth history. Before serving as governor, he was the executive vice president, general counsel and secretary of the Coca-Cola Company from 2001 to 2005. Gov. Patrick received an A.B. cum laude from Harvard College in June 1978 and a J.D. from Harvard Law School in June 1982.

David Brewster, 49
Director 

Mr. Brewster co-founded EnerNOC in 2001 and served as its President and Director until August 2017, when the company was sold to the Enel Group, a multinational energy company headquartered in Rome, Italy. EnerNOC, which was a Nasdaq-listed company from May 2007 until August 2017, was a provider of energy management software and services that enabled its customers — businesses, utilities, and power grid operators worldwide — to optimize the use of energy. He has been a member of the board of directors of Vicinity Energy since January 2020, LineVision since January 2019, and Mantis Innovation Group since August 2018. Mr. Brewster served on the board of directors of Desalitech Ltd., a closed circuit reverse osmosis company, from January 2017 to February 2019. He serves as a trustee at Shady Hill School and Milton Academy, as a global leadership council member at the World Resources Institute and as a member of the board of advisors at the Upper Amazon Conservancy. Mr. Brewster received a B.A. from Wesleyan University, a Master of Environmental Management from Duke University and an MBA from the Tuck School of Business at Dartmouth College.

Dean Seavers, 60
Director 

Mr. Seavers currently serves on the board of PG&E Corporation (NYSE: PCG) and Albemarle Corporation (NYSE: ALB). From December 2014 to January 2020, he served as the President at National Grid U.S. and Executive Director of National Grid, PLC (NYSE: NGG). Mr. Seavers founder of Red Hawk Fire & Security LLC in 2012, where he served as the President and Chief Executive Officer and Director until December 2018. Mr. Seavers previously served as President and Chief Executive Officer of GE Security from 2007 to 2011. He has also previously held the positions of Vice President-Operations at General Electric Co. (NYSE: GE), Member of City Light Capital LLC, Regional Manager at PepsiCo, Inc. (Nasdaq: PEP), Executive Director & President-US Business Unit at National Grid Plc and President of NG US I, Inc. (a subsidiary of National Grid Plc), President and Chief Executive Officer for UTC Fire & Security Americas Corp., Inc., President of Johnson Controls Fire Protection LP, Vice President-Operations for Tyco Capital Corp., Operations Director for Burger King Corp. and Principal at ADT LLC. Mr. Seavers received a B.A. from Kent State University and an MBA from Stanford University.

 

ByKristi Marvin