TPB Acquisition Corporation I

PROPOSED BUSINESS COMBINATION: Lavoro Limited

ENTERPRISE VALUE: $1.22 billion

ANTICIPATED SYMBOL: LVRO

TPB Acquisition Corporation I proposes to combine with Lavoro Limited.

Lavoro is Brazil’s largest agricultural inputs retailer and a leading provider of agriculture biologics inputs. Through a complete portfolio, Lavoro empowers farmers to adopt breakthrough technology and boost productivity. Founded in 2017, Lavoro has a broad geographical presence, operating in Brazil, Colombia, and Uruguay. Lavoro’s 878 technical sales representatives meet with more than 53,000 customers on farms and at 193 retail locations multiple times per year to help them plan, purchase the right inputs, and manage their farming operations to optimize outcomes.

In addition to its retail footprint, Lavoro’s “Crop Care” business segment is a vertically-integrated producer of specialty fertilizers, crop protection products, and proprietary biological crop inputs, or “biologics.” Lavoro’s biologics portfolio, which includes microorganisms and biomolecules derived from microorganisms, protect plants from disease, pests, and weeds – without the carbon and lingering environmental persistence of traditional crop chemistry – and help farmers improve soil health and productivity with decreased use of synthetic chemical fertilizers.

SUBSEQUENT EVENT – 2/21/23 – LINK

• On February 21, 2023, SPAC entered into separate Forward Share Purchase Agreements with certain equity holders of SPAC, pursuant to which SPAC agreed to purchase, on the date that is 24 months after the Closing (the “Maturity Date”), certain New Parent Ordinary Shares then held by the Investors.
• At Closing, and pursuant to an escrow agreement to be entered into by Second Merger Sub with Citibank.
  • Second Merger Sub will place into an escrow account (the “Escrow Account”) an amount equal to the Escrowed Property to secure the Counterparty’s purchase obligation to the Investors.
    • “Escrowed Property” refers to
      • (i) (a) the price per share that SPAC Ordinary Shares are redeemed for in connection with SPAC’s shareholder’s approval of the Business Combination (the “Shares Purchase Price”) multiplied by the number of Shares and Additional Shares held by the Investors as of the Closing less (b) any amounts previously disbursed from the Escrow Account in accordance with the Purchase Agreements and the Escrow Agreement, plus
      • (ii) the interest, investment income, or proceeds accrued from the deposit or investment from the Escrow Account.
• Following the Third Effective Time, Second Merger Sub has agreed to use its best efforts to cause the filing of a registration statement, at Second Merger Sub’s cost and expense within 30 days following the Closing, and have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earliest of
  • (i) the 45th calendar day (or 90th calendar day if the SEC notifies Second Merger Sub that it will review the Registration Statement) following such closing and
  • (ii) the 5th Business Day after the date Second Merger Sub is notified
• The per Share price at which the Investors have the right to sell the Shares to the Counterparty on the Maturity Date is
  • • (i) the total amount of the Escrowed Property in the Escrow Account, divided by
    • (ii) the total number of Shares held by the Investors as of the Maturity Date (subject to the Share Purchase Limit).
  • The Investors will notify the Counterparty in writing not less than five Business Days prior to the Maturity Date, specifying the number of Shares that the Counterparty will be required to purchase (the “Shares Sale Notice”).
  • In exchange for the Counterparty’s commitment to purchase the Shares (including any Additional Shares) on the Maturity Date, the Investors agree to continue to hold, and not to redeem, the Shares prior to the Closing.
  • Any Investor that fails to timely deliver a Shares Sale Notice shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Counterparty pursuant to the Purchase Agreements.

TRANSACTION

• The proposed business combination values Lavoro, following the business combination, at an implied initial Enterprise Value of approximately $1.2 billion.
• The transaction is expected to result in up to $225 million in net cash proceeds to Lavoro after closing (assuming no redemptions), including the contribution of up to $180 million from the cash held in the trust account of TPB Acquisition Corp.
• $100 million that TPB intends to invest through a private placement at $10.00 per share
• $30 million in secondary proceeds to investment funds managed by Patria Group, the controlling shareholders of Lavoro, and $25 million in expected transaction fees and expenses.
• The implied Enterprise Value equals 7.1x Pro Forma Adjusted EBITDA for Lavoro in calendar year 2022E and 4.4x Pro Forma Adjusted EBITDA for calendar year 2023E.

PIPE

• The sponsor will enter into a share subscription agreement for an aggregate purchase price of $100,000,000, 10,000,000 Class A Ordinary Shares (at $10.00 per share)

LOCK-UP

• Company
  • 25% of the shares will be released 180 days following the Closing Date
  • 25% of the shares will be released one year following the Closing Date
  • 25% of the shares will be released 18 months after the Closing Date
  • The remaining 25% of the shares will be released 2 years after the Closing Date
• Sponsor
  • Two years after the Closing Date (“Sponsor Lock-Up”), provided however
    • 50% of the Founder Shares shall be released one year following the Closing Date,
    • an additional 25% of the Founder Shares shall be released eighteen (18) months following the Closing Date, and
    • an additional 25% of the Founder Shares shall be released two years following the Closing Date.

SPONSOR FOUNDER SHARES VESTING

• 3,006,050 of the Founder Shares of the Sponsor will be deemed to be “Vesting Founder Shares.”
• 1/3 of vesting sponsor promote shares vest at business combination closing
• 2/3 vest in equal tranches at or above $12.50 and $15.00 within 3 years of closing

NOTABLE CONDITIONS TO CLOSING

• SPAC Cash, comprising the aggregate amount of cash contained in the Trust Account (giving effect to the Redemption), plus proceeds of the PIPE Investment, minus transaction costs, shall equal or exceed $180,000,000.
  • The parties agree that they may solicit additional PIPE Investments prior to the Closing, on terms and with counterparties mutually agreeable to the parties.

NOTABLE CONDITIONS TO TERMINATION

• The Closing has not occurred by March 31, 2023
• A governmental entity shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions, and such order or other action has become final and non-appealable

ADVISORS

• Barclays Capital Inc. is serving as capital markets advisor to TPB Acquisition Corp.
• Cooley LLP is acting as legal advisor to TPB Acquisition Corp.,
• Davis Polk & Wardwell LLP is acting as legal advisor to Lavoro
• White & Case LLP is acting as legal counsel to Barclays.

MANAGEMENT & BOARD

Executive Officers

David Friedberg, 40
Chief Executive Officer, Director and Chairman of the Board

Mr. Friedberg has served as the Chief Executive Officer of The Production Board since 2015. In his role at The Production Board, Mr. Friedberg is also the founder and sits on the boards of several private companies, including Brightloom, Northern Quinoa Production Company, Soylent, Clara Foods, Pattern Ag, TripleBar Bio, Uplifting Results Labs, Cana Technology, Ohalo Genetics, and Tillable. In addition, Mr. Friedberg currently serves on the board of directors of Metromile, Inc. (“Metromile”). Mr. Friedberg is the founder of Metromile, served as the Chairman of Metromile’s Board of Directors since January 2011 and served as President and Chief Executive Officer from January 2011 to May 2011. From 2006 to 2013, Mr. Friedberg founded and was the Chief Executive Officer of The Climate Corporation, an agriculture-focused weather insurance and software company acquired by The Monsanto Company in 2013. Mr. Friedberg holds a Bachelor of Arts in Astrophysics from the University of California, Berkeley.

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William Hauser, 35
Chief Financial Officer

Mr. Hauser has served as the VP of Finance at The Production Board since 2019. In addition, he currently serves as a member of the Board of Directors of Northern Quinoa Production Company. Prior to joining The Production Board, Mr. Hauser co-founded and was Chief Financial Officer of Darwin Homes from 2018 to 2019, and previously served as Chief Financial Officer of Northern Quinoa Production Company from 2017 to 2018, and Director of Finance and Analytics at DoorDash from 2014 to 2017. Mr. Hauser co-founded and was President of Two Degrees from 2009 to 2013, and was an Analyst at Goldman Sachs from 2008 to 2009. He holds a bachelor’s degree in Economics from Harvard University.

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Board of Directors

Bharat Vasan, 44
Director Nominee

Mr. Vasan currently sits on the boards of Uplifiting Results Labs and Cana Technology. Prior to joining The Production Board, Mr. Vasan was the Chief Executive Officer of PAX Labs from 2018 to 2019 and, prior to that, led multiple businesses to their exits, including as President and Chief Operating Officer of August Home from 2014 to 2017 (acquired by Assa Abloy), and as the co-founder and Chief Operating Officer of BASIS Science from 2010 to 2014 (acquired by Intel, Inc.). Mr. Vasan also played various roles in corporate development and executive leadership at Electronic Arts. He received his undergraduate degree from Middlebury College and his graduate degree from Columbia University.

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Kerry Cooper, 48
Director Nominee

Ms. Cooper currently serves as a member of the boards of directors of Pacific Gas and Electric Company, Fernish and Treau, and is an Entrepreneur-in-Residence at Harvard Business School. Previously, Ms. Whorton Cooper was President and Chief Operating Officer of Rothy’s from 2018 to 2020, and served on the boards of directors of BevMo from 2017 to 2020, Weddington Way from 2015 to 2017 and Choose Energy from 2013 to 2016. Prior to Rothy’s, she served as Chief Executive Officer of Choose Energy from 2013 to 2016, Chief Operating Officer and Chief Marketing Officer of ModCloth from 2010 to 2013, VP Global eCommerce, Chief Marketing Officer and VP of Strategy and Business Development at Walmart.com from 2008 to 2010, and SVP of Demand Planning and Retail, Dockers at Levi Strauss from 2002 to 2008. Ms. Whorton Cooper holds a bachelor’s degree in Mechanical Engineering from The University of Texas at Austin, and an MBA from Harvard Business School.

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Dr. Neil Renninger, 46
Director Nominee

Dr. Renninger served as the co-founder and co-Chief Executive Officer of Ripple Foods from 2014 to 2020, and currently continues to serve as a member of its board of directors. He is currently a board observer at GreenLight Biosciences, and served as a member of its board of directors from 2013 to 2020. Prior to Ripple Foods, Dr. Renninger was an Entrepreneur-in-Residence at Khosla Ventures from 2013 to 2014, and was co-founder, Chief Technology officer, and a member of the board of directors of Amyris from 2004 to 2013. Dr. Renninger holds a bachelor’s degree in Chemical Engineering and master’s degree in Civil and Environmental Engineering from Massachusetts Institute of Technology, and a PhD in Chemical Engineering from the University of California, Berkeley.

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April Underwood, 40
Director Nominee

Ms. Underwood has been founder and Chief Executive Officer of Local Laboratory Corp since 2020. In addition, she currently serves on the board of Zillow Group since 2017, is a Venture Partner at Obvious Ventures since 2020, and a co-founder of #ANGELS, an investment group, since 2015. Prior to founding Local Laboratory Corp, Ms. Underwood was Chief Product Officer and VP of Product at Slack Technologies from 2015 to 2019. From 2010 to 2015, she was Director of Product at Twitter, and previously served as Product Manager, Travel at The Climate Corporation (formerly known as WeatherBill) from 2009 to 2010, Senior Partner Technology Manager at Google from 2007 to 2009, and held roles in product management and engineering at Travelocity from 2002 to 2005. Ms. Underwood holds a bachelor’s degree in Management Information Systems and Business Honors from The University of Texas at Austin, and an MBA from the University of California, Berkeley (Haas).

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