M&A - Village Farms International, Inc.

Form Type: 8-K

Filing Date: 2025-06-05

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025082470

Filing Summary: On May 30, 2025, Village Farms International, Inc. (VFI) executed a significant transaction involving the contribution of its produce business to Vanguard Food LP. This transaction, known as the 'Transaction,' was initiated under a Framework Agreement signed on May 12, 2025. The VF Sellers contributed business assets for $40 million in cash and equity. Vanguard Food LP also issued common and preferred units to the VF Sellers and Initial Investors. Key governance and operational agreements were established at closing, including an Amended Limited Partnership Agreement, Limited Liability Company Agreement, Sales, Marketing & Distribution Agreement, Transition Services Agreement, and a Marfa Sublease. Post-closing, the VF Sellers have retained certain rights and are continuing business operations, including a supply agreement for their Delta 1 greenhouse. The Executive Chairman of Vanguard’s Board is Charlie Sweat, and VFI's CEO Michael A. DeGiglio is appointed as interim CEO of Vanguard.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025080018

Filing Summary: On June 2, 2025, Village Farms International, Inc. announced the closure of a significant transaction to privatize the majority of its fresh produce business, which occurred on May 30, 2025. This marks a strategic move for the company, indicating a shift in its operational structure. The details are provided under Item 7.01 of Form 8-K, clarifying that the information is furnished and not filed under the Exchange Act obligations. The attached exhibit includes a press release regarding this development.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025073686

Filing Summary: On May 12, 2025, Village Farms International, Inc. (VFI) entered into a Framework Agreement regarding partnership interests and contributions with Vanguard Food GP LLC and other investors. Under this agreement, VFI and associated sellers will contribute assets related to their produce business to Vanguard. The deal includes a $55 million contribution from the investors and a resulting $40 million payment to VFI, with $5 million held in escrow. The agreement will create new equity interests for the involved parties. The closing of these transactions is anticipated in the second quarter of 2025, pending the fulfillment of standard conditions. VFI will retain ownership of certain greenhouse facilities and will sign supply and transition service agreements with Vanguard.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025069477

Filing Summary: On May 12, 2025, Village Farms International, Inc. announced a press release detailing a definitive framework agreement with a newly-formed holding company named Vanguard, which is supported by private investment firms including Sweat Equities. This agreement involves the privatization of certain assets and operations of their Fresh Produce segment. As part of the transaction, a new private joint venture will be established where Village Farms will retain a minority ownership stake, allowing the company to concentrate on expanding its international cannabis business. The transaction will also involve Village Farms receiving $40 million in cash, along with a 37.9% equity stake in Vanguard upon closing, anticipated to occur in the second quarter of 2025.