8-K
filed December 20, 2022, 6:59 PM ET
CIK 0001818787
M&A
confidence high
sentiment positive
materiality 0.95
Primavera Capital Acquisition Corp.: M&A transaction — Primavera Capital Acquisition Corporation completes business combination with Lanvin Group, begins trading as LANV
Primavera Capital Acquisition Corp.
- Primavera Capital Acquisition Corporation completed business combination with Lanvin Group Holdings Limited on December 14, 2022.
- On December 15, 2022, LGHL ordinary shares and warrants began trading on NYSE under tickers LANV and LANW, replacing PCAC.
- Aggregate US$193 million in fully committed PIPE subscription and forward purchase from Fosun, ITOCHU, Stella International, and others.
- Fosun Fashion Holdings upsized its PIPE investment to ~US$133 million, including conversion of ~US$95 million in existing shareholder loans into equity.
- In first half 2022, the Group reported revenue of €202 million, 73% growth vs same period 2021, driven by brand portfolio expansion.
Key facts
Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 1.0
Primavera Capital Acquisition Corp. underwent a change of control involving Lanvin Group Holdings Limited for PCAC shareholders received one newly issued ordinary share of LGHL for each PCAC ordinary share; PCAC warrants were assumed and converted into LGHL warrants; FF (closed 2022-12-14).
- Action
- change of control
- Counterparty
- Lanvin Group Holdings Limited
- Consideration
- PCAC shareholders received one newly issued ordinary share of LGHL for each PCAC ordinary share; PCAC warrants were assumed and converted into LGHL warrants; FF
- Closing
- 2022-12-14
Exact text from the filing
On December 14, 2022 (the “Closing Date”), Primavera Capital Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (“PCAC” or the “Company”), consummated the previously announced business combination pursuant to the business combination agreement, dated as of March 23, 2022 (as amended on October 17, 2022, October 20, 2022, October 28, 2022 and December 2, 2022, the “Business Combination Agreement”), by and among (i) the Company, (ii) Lanvin Group Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (“LGHL”), (iii) Lanvin Group Heritage I Limited, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL (“Merger Sub 1”), (iv) Lanvin Group Heritage II Limited, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of LGHL (“Merger Sub 2”), and (v) Fosun Fashion Group (Cayman) Limited, a Cayman Islands exempted company inc
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Primavera Capital Acquisition Corp. terminated Shareholders Agreement, dated May 31, 2021 with FFG and certain FFG shareholders valued at Automatically terminated upon completion of the Business Combination. (effective 2022-12-14).
- Action
- termination
- Counterparty
- FFG and certain FFG shareholders
- Value
- Automatically terminated upon completion of the Business Combination.
- Effective
- 2022-12-14
Exact text from the filing
the Registration Rights Agreement, dated January 21, 2021, by and between the Company and Primavera Capital Acquisition LLC and the Shareholders Agreement, dated May 31, 2021, by and among FFG and certain FFG shareholders, automatically terminated on December 14, 2022 upon completion of the Business Combination.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Primavera Capital Acquisition Corp. terminated Registration Rights Agreement, dated January 21, 2021 with Primavera Capital Acquisition LLC valued at Automatically terminated upon completion of the Business Combination. (effective 2022-12-14).
- Action
- termination
- Counterparty
- Primavera Capital Acquisition LLC
- Value
- Automatically terminated upon completion of the Business Combination.
- Effective
- 2022-12-14
Exact text from the filing
the Registration Rights Agreement, dated January 21, 2021, by and between the Company and Primavera Capital Acquisition LLC and the Shareholders Agreement, dated May 31, 2021, by and among FFG and certain FFG shareholders, automatically terminated on December 14, 2022 upon completion of the Business Combination.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Primavera Capital Acquisition Corp. terminated Investment Management Trust Agreement, dated as of January 21, 2021 with Continental Stock Transfer & Trust Company valued at Terminated by PCAC upon consummation of the Business Combination. (effective 2022-12-14).
- Action
- termination
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Terminated by PCAC upon consummation of the Business Combination.
- Effective
- 2022-12-14
Exact text from the filing
On December 14, 2022, in connection with the consummation of the Business Combination, PCAC terminated its Investment Management Trust Agreement, dated as of January 21, 2021, by and between Continental Stock Transfer & Trust Company (“CST”) and PCAC, pursuant to which CST invested the proceeds of PCAC’s initial public offering in a trust account and the funds of such account were used to make payments to redeeming shareholders of PCAC and to pay certain of PCAC’s expenses.
View on SEC.gov
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