The AeroFarms Opportunity
Transaction Summary - Pro Forma Equity Ownership
SOURCES
SVAC Equity
Convertible Note
AeroFarms Equity Rollover
PIPE Financing
Total sources
All values in $mm
PRO FORMA CAPITALIZATION (at $10.00)
All values in $mm
Pro Forma Shares Outstanding¹
Post-Money Equity Value
(-) Net Cash
Pro Forma Implied Enterprise Value (Post-Money)
AEROFARMS®
USES
$232
AeroFarms Equity Rollover
30
Cash to Merged Company Balance Sheet
800
Estimated Transaction Expenses
125
Total uses
$1,187
123.1
2.7%
$1,231
375
$856
PRO FORMA OWNERSHIP (%) AT CLOSING²
AeroFarms convertible notes
SVAC IPO shares
18.7%
PIPE shares
10.2%
Sponsor shares
3.5%
0
All values in $mm
65.0%
$800
347
40
$1,187
Existing AeroFarms
shareholders
Note: Assumes no redemptions from Spring Valley Acquisition Corp.; assumes new shares issued at a price of $10.00
1 Comprised of 80.0mm shares owned by existing Aerofarms shareholders, 12.5mm PIPE shares, 23.0mm SVAC shares outstanding, 4.25mm SPAC sponsor shares and 3.3 shares owned by Aerofarms convertible notes holders; 2 Excludes impact of (i)
11.5mm Spring Valley Acquisition Corp. warrants and 8.9mm founder warrants struck at $11.50, which are not subject to vesting; (ii) SPAC Sponsor Shares which are subject to vesting are as follows: 250,000 shares will be subject to vesting based on a
$12/share price target; 250,000 founder shares will be subject to vesting based on a $14/share price target; 500,000 founder shares will be subject to vesting based on a $15/share price target; 500,000 founder shares will be subject to vesting based
on a $20/share price target; and (iii) New EIP which will dilute all of the above accordingly
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