Spring Valley Acquisition Corp.’s $1.2 Billion Combination With AeroFarms

Kirkland & Ellis advised Spring Valley Acquisition Corp., DLA Piper LLP (US) advised AeroFarms, while Skadden, Arps, Slate, Meagher & Flom LLP advised the placement agents in the offering.

AeroFarms, a certified B Corporation and leader in vertical farming, entered into an Agreement and Plan of Merger with Spring Valley Acquisition Corp. (Nasdaq: SV) (“Spring Valley”), a special purpose acquisition company. Upon closing of the transaction, AeroFarms will become publicly traded on Nasdaq under the new ticker symbol “ARFM”. The combined company will be led by David Rosenberg, Co-founder and Chief Executive Officer of AeroFarms.

Under the terms of the Merger Agreement, the transaction is valued at a fully diluted pro forma equity value of approximately $1.2 billion assuming no redemptions by Spring Valley shareholders. The PIPE offering was anchored by leading institutional investors, AeroFarms insiders and Pearl Energy Investments, the sponsor of Spring Valley. The transaction will provide approximately $317 million of unrestricted cash at close to fund future farm development and general corporate purposes.

Founded in 2004, AeroFarms is widely recognized as the world leader in vertical farming. As a certified B Corporation and public benefit corporation since 2017, AeroFarms is on a mission to grow the best plants possible for the betterment of humanity.

Spring Valley Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Spring Valley’s sponsor is supported by Pearl Energy Investment Management, LLC, a Dallas, Texas based investment firm that focuses on partnering with best-in-class management teams to invest in the North American energy industry.

J.P. Morgan Securities LLC acted as exclusive financial advisor to AeroFarms. Cowen acted as a financial advisor to Spring Valley. Cowen and Wells Fargo Securities acted as capital markets advisors to Spring Valley. J.P. Morgan Securities LLC, Cowen and Wells Fargo Securities acted as placement agents to Spring Valley in connection with the PIPE offering.

The Kirkland team advising Spring Valley was led by corporate partners Adam Larson (Picture), Allan Kirk and Chris Heasley; and included capital markets partners Matt Pacey and Lance Hancock; ESG & Impact partners Alexandra Farmer and Jennie Morawetz; tax partner David Wheat; technology & IP transactions partner Seth Traxler; antitrust of counsel Ellen Jakovic; debt finance partners Lucas Spivey and Jordan Roberts; environmental transactions partner Jonathan Kidwell; employee benefits partners Alexandra Mihalas and Adria Crowe; executive compensation partner Stephen Jacobson; labor and employment partners Sydney Jones and Madeline Klebanov; real estate partner Ian Craig; and international trade and national security partner Mario Mancuso.

The Skadden team in Los Angeles  advising the placement agents was led by Capital Markets partner Michelle Gasaway and associate Griffin Drake.

Involved fees earner: Ian Craig – Kirkland & Ellis; Adria Crowe – Kirkland & Ellis; Alexandra Farmer – Kirkland & Ellis; Lance Hancock – Kirkland & Ellis; Christopher Heasley – Kirkland & Ellis; Stephen Jacobson – Kirkland & Ellis; Ellen Jakovic – Kirkland & Ellis; Sydney Jones – Kirkland & Ellis; Jonathan Kidwell – Kirkland & Ellis; Allan Kirk – Kirkland & Ellis; Madeline Klebanov – Kirkland & Ellis; Adam Larson – Kirkland & Ellis; Mario Mancuso – Kirkland & Ellis; Alexandra Mihalas – Kirkland & Ellis; Jennie Morawetz – Kirkland & Ellis; Matthew Pacey – Kirkland & Ellis; Jordan Roberts – Kirkland & Ellis; Lucas Spivey – Kirkland & Ellis; Seth Traxler – Kirkland & Ellis; David Wheat – Kirkland & Ellis; Griffin Drake – Skadden Arps Slate Meager & Flom; Michelle Gasaway – Skadden Arps Slate Meager & Flom;

Law Firms: Kirkland & Ellis; Skadden Arps Slate Meager & Flom;

Clients: Cowen and Company; J.P. Morgan Securities LLC; Spring Valley Acquisition; Wells Fargo Securities;

Martina Bellini

Author: Martina Bellini