Pinheiro Neto assists SLC Agricola on Terra Santa Agro acquisition

Pinheiro Neto Advogados has counselled SLC Agrícola on the $105 million purchase

SLC Agrícola S.A. and Terra Santa Agro S.A executed a non-binding MOU which sets forth indicative premises, terms and conditions for a transaction in which the SLC would assume the agricultural operations of Terra Santa through the merger of Terra Santa shares into SLC. 

In preparation for the intended business combination, Terra Santa intends to perform a corporate restructuring aimed at segregating assets and liabilities linked to rural properties and corresponding improvements to a new corporation to be formed, registered as a publicly-held company and listed on the Novo Mercado of B3, which shares will be held by Terra Santa shareholders (“Terra Santa LandCo”), and that will not be included in the transaction. 

As part of the transaction, Terra Santa will lease the Terra Santa LandCo rural properties to SLC. The total enterprise value deemed to the Terra Santa agricultural operation after the corporate restructuring (excluding the land and improvements) is equivalent to $105 million. 

The exchange ratio for the merger of shares shall consider an equity value of $12.5 million, the remainder being equal to the assumption of debt and/or cash, as may be the case and determined in the final documents of the transaction, subject to any adjustments that may be provided for in the final documents. To determine the exchange ratio, the share of SLC Agrícola was valued at BRL25.83 per share, which was determined based on the volume-weighted average price (VWAP) in the last 60 (sixty) sessions of B3 prior to the current date.

Pinheiro Neto assisted to SLC Agrícola with a team led by partners Henrique Lang (pictured left) and Guilherme Sampaio Monteiro (pictured right), and which involved senior associate Camila Carvalho Gomes, and associate Frederico Menescal. 

SLC Agrícola in-house counsel was Roberto Acaun. 

Mattos Filho acted as legal counsel to Terra Santa with a team formed by partners Pedro Dias and Guilherme Woo, and associate Maria Clara Vieira.