AppHarvest, a Pioneering Developer and Operator of Sustainable, Large-Scale Controlled Environment Indoor Farms, to Become a Public
AgTech Company
CNBC highlights AppHarvest announcement
Press Release – AppHarvest (“the Company”), a developer and operator of large-scale, high-tech controlled environment indoor farms, and Novus Capital Corp. (Nasdaq: NOVS) (“Novus Capital”), a publicly-traded special purpose acquisition company, announced today a definitive agreement for a business combination that would result in AppHarvest becoming a public company. Upon closing of the transaction, the combined company will be named AppHarvest and is expected to remain listed on Nasdaq under a new ticker symbol. The combined company will be led by Jonathan Webb, AppHarvest’s Founder & Chief Executive Officer.
Company Overview
AppHarvest is redefining American agriculture by developing modern, large-scale and efficient indoor farms in Central Appalachia, a water-rich region strategically located within a day’s drive of approximately 70% of the U.S. population. AppHarvest has strong relationships with the leading agricultural and construction firms and universities in the Netherlands, the world’s leader in high-tech controlled environment indoor farms. The Netherlands, despite a land mass similar in size to Eastern Kentucky, is the world’s second-largest agricultural exporter behind only the United States due to its extensive network of controlled environment agriculture facilities. These relationships allow the Company to utilize the most recent proven technologies in an effort to sustainably increase crop yields, improve access to nutritious, non-GMO food, build a consistent and safe U.S.-grown food supply for national grocers, and increase investment in Appalachia. The Company operates a 60-acre controlled environment agriculture facility in Morehead, KY — one of the largest high-tech greenhouses in the world — and has an active development pipeline for additional large-scale indoor controlled environment farm projects.
Upon the closing of the transaction, AppHarvest will retain its highly experienced management, a team of growers with over 140 years of agricultural experience, including 120 years of sustainable agriculture experience, a sustainability team with more than 40 years of experience; and construction managers who have successfully managed over $19 billion in projects.
In addition, AppHarvest announced that Peter C. Halt has joined the executive team as Chief Financial Officer. Mr. Halt is a seasoned finance professional with several years of experience as a publicly traded company CFO, most recently having served as the CFO for TiVo Corporation, up until its announced acquisition by Xperi Corporation.
AppHarvest Investment Highlights
- Operates a 60-acre controlled environment agriculture facility in Morehead, KY — one of the largest high-tech greenhouses in the world — and has an active and robust development pipeline for future large-scale controlled environment indoor farm projects
- First produce scheduled to be harvested, in early 2021, will be tomatoes, a crop that has seen imports rise to 60% of all fresh tomatoes available in U.S. stores
- Designed to reduce water usage by 90% compared to traditional open-field agriculture and eliminate agricultural runoff
- Aims to improve access to fresh non-GMO fruits and vegetables, as approximately 70% of the U.S. population is within a one-day drive of the Morehead, KY facility, which AppHarvest estimates will lower transportation costs compared to existing growers by up to 80%
- Positioned to capitalize on the secular shift to plant-based foods, creating increased demand for locally grown, high-quality produce
- Experienced leadership team and board of directors with experience in sustainable investing
- Promoting sustainable change in agriculture as a Public Benefit Corporation, registered with Delaware, and a B Corporation, independently certified by the non-profit B Lab.
- Long-term distribution agreement in place to reach top grocers in the United States
“We are excited to transition AppHarvest to a public company and raise nearly a half a billion dollars in the process,” said Jonathan Webb, Founder & Chief Executive Officer of AppHarvest. “This will allow us to pursue our mission of transforming agriculture. A mission that’s become even more important since the global pandemic exposed how a rapidly increasing reliance on imports jeopardizes food security. We now know that, to build a more resilient food system that meets our growing population demands, we must immediately start building controlled environment agriculture facilities, as these farms use far fewer resources to grow far more produce. We believe that this partnership with Novus Capital is a transformative transaction which will allow us to both rapidly scale our agriculture facilities, in pursuit of our goal to redefine American agriculture, and build the country’s AgTech capital within Appalachia. Together we can transform agriculture.”
Bob Laikin, Chairman of Novus Capital, commented, “AppHarvest is a unique and compelling investment opportunity that is redefining American agriculture by improving access for all to fresh non-GMO produce, growing more with fewer resources, and creating an AgTech hub from within Appalachia. With significant tailwinds from heightened investor focus on ESG initiatives and the secular shift to plant-based foods, we believe AppHarvest is well-positioned to execute on its strategy for rapid growth and value creation.”
David Lee, Chief Financial Officer of Impossible Foods and AppHarvest Board Member, said, “AppHarvest is working to solve the critical need for a more resilient and sustainable food supply chain — both of which
are fundamental to the future of farming, our food ecosystem and our ability to ensure food security. I believe the company is building a scalable business that could revolutionize the business of food production in the United States.”
Dave Chen, CEO of Equilibrium Capital and AppHarvest Board Member, commented, “Jonathan Webb is exceptional at getting big complex projects done fast and with the highest precision. He is the right leader for AppHarvest’s disruptive mission. Furthermore, with his leadership AppHarvest has drawn together some of the most talented individuals in the AgTech industry to drive the needed scale. I am extremely excited to see the fruits (or vegetables as the case may be!) of this team’s labors, as they execute on their plans to change food production in the United States.”
Martha Stewart, Founder of Martha Stewart Omnimedia Living and AppHarvest Board Member, said, “All Americans should believe in the AppHarvest mission to develop large-scale sustainable food production in the heart of Central Appalachia. Jonathan and his exceptional team are disrupting the food production ecosystem in the best way — to provide better, healthier food in a more sustainable manner.”
J.D. Vance, Narya Capital Partner and AppHarvest Board Member, said, “AppHarvest is developing a world-class food production ecosystem to benefit a majority of consumers in the United States, right here from Central Appalachia. This region offers tremendous resources in terms of location, and in terms of the skilled hardworking people of the region who make this incredible mission possible.”
Jeffrey Ubben, Founder and Managing Partner of Inclusive Capital Partners and AppHarvest Board Member, said, “Our investment platform is about leveraging capitalism and governance in pursuit of a healthy planet and the health of its inhabitants – and AppHarvest is perfectly aligned with this mission.”
Transaction Overview
The business combination values AppHarvest at a $1.0 billion pro forma equity value, at the $10.00 per share PIPE price and assuming minimal redemptions by Novus Capital shareholders. The transaction will provide $475 million of gross proceeds to the company, including $375 million fully committed common stock PIPE at $10.00 per share anchored by existing and new investors – including Fidelity Management & Research Company, LLC, Inclusive Capital and Novus Capital Corporation. Assuming minimal redemptions, it is anticipated that this transaction provides AppHarvest over $435 million of unrestricted cash at close, which will primarily be used to fund operations, including building additional high-tech controlled environment indoor farms, support growth and for other general corporate purposes. In addition, AppHarvest issued a $30 million convertible note to Inclusive Capital which funded on September 28, 2020. The proceeds of the convertible note will primarily be used to fund operations, including development of new high-tech controlled environment indoor farms, during the period prior to the close of this transaction. This note will convert to shares of AppHarvest’s common stock in connection with the close of this transaction.
The Boards of Directors of each of Novus Capital and AppHarvest have unanimously approved the transaction. The transaction will require the approval of the stockholders of both Novus Capital and AppHarvest, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close late in the fourth quarter of 2020 or early in the first quarter of 2021. Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Novus Capital with the Securities and Exchange Commission and will be available at www.sec.gov.
Advisors
Cowen is serving as sole placement agent and capital markets advisor, and Blank Rome LLP is serving as legal advisor to Novus Capital. Cowen is serving as financial advisor and Cooley LLP is serving as legal advisor to AppHarvest. Investor Conference Call Information Novus Capital and AppHarvest will host a joint investor conference call to discuss the proposed transaction Tuesday September 29, 2020 at 8:30am ET.
Interested parties may listen to the prepared remarks call via telephone by dialing (877) 425-9470, or for international callers, (201) 389-0878. A telephone replay will be available until October 13, 2020 by dialing (844) 512-2921, or for international callers, (412) 317-6671 and entering the passcode: 13710943.
About AppHarvest
AppHarvest is an applied technology company building some of the world’s largest indoor farms in Appalachia. The Company combines conventional agricultural techniques with cutting-edge technology and is addressing key issues including improving access for all to nutritious food, farming more sustainably, building a home-grown food supply, and increasing investment in Appalachia. The Company’s 60-acre Morehead, KY facility is among the largest indoor farms in the U.S. For more information, visit https://www.appharvest.com/.
About Novus Capital Corporation
Novus Capital raised $100 million in May 2020 and its securities are listed on the Nasdaq under the ticker symbols “NOVS and “NOVSW.” Novus Capital is a blank check company organized for the purpose of
