AeroFarms SPAC Presentation Deck
Transaction Overview
In March 2021, AeroFarms entered into
an agreement to merge with Spring
Valley Acquisition Corp. (Nasdaq: SV)
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The business combination fully funds
the equity for the business plan as
presented in the projections -
constructing 16 farms, developing
future models of proprietary farming
technology and R&D investing for
potential new products
After closing, the combined company is
expected to have an estimated pro-
forma equity value of approximately
$1.2 billion and will remain listed on
Nasdaq under the new ticker symbol
ARFM
The business combination will close
after effectiveness of the S-4 and
shareholder approvals, among other
closing conditions, currently estimated
to occur in July
AEROFARMS
TRANSACTION SIZE
$232mm cash in trust from Spring Valley Acquisition Corp. (Nasdaq: SV)¹
$125mm PIPE - Sponsor and existing investors $40mm+
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VALUATION
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CAPITAL STRUCTURE
$347mm in cash to fund operations and accelerate growth¹
Fully funds equity portion of capital required to
execute business plan in projections
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-$850mm pro-forma enterprise value
2.6x 2025E revenue and 10.4x 2025E EBITDA²
Attractive valuation versus other leading sustainable high-growth food peers
OWNERSHIP¹
65.0% existing shareholder equity rollover
2.7% AeroFarms convertible notes holders
22.1% SPAC including founder shares
■ 10.2% PIPE Investors
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¹ Assumes no redemptions from Spring Valley Acquisition Corp.; includes cash to balance sheet from convertible note; assumes $40mm in transaction expenses; 2 Multiples based off pro-forma implied enterprise value; 2025E Revenue
$329.9mm and 2025E EBITDA $82.0mm
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