AeroFarms SPAC Presentation Deck slide image

AeroFarms SPAC Presentation Deck

Transaction Overview In March 2021, AeroFarms entered into an agreement to merge with Spring Valley Acquisition Corp. (Nasdaq: SV) ■ ■ ■ ■ 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+ ■ ■ VALUATION ■ ■ CAPITAL STRUCTURE $347mm in cash to fund operations and accelerate growth¹ Fully funds equity portion of capital required to execute business plan in projections ■ ■ -$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 ■ ■ 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 5
View entire presentation