We are advising Virgin Acquisition Corp. II on the transaction

Davis Polk is advising Virgin Group Acquisition Corp. II on its business combination with Grove Collaborative. The business combination includes an implied combined company pro forma enterprise valuation for Grove of $1.5 billion. The transaction will provide up to $435 million in net proceeds to the Grove Collaborative, including an $87 million fully committed common stock PIPE at $10.00 per share from an affiliate of the sponsor of VGII and new and existing Grove investors, including Lone Pine Capital, Sculptor Capital Management, General Atlantic and Paul Polman, and $348 million in proceeds from VGII’s trust account net of estimated transaction expenses. The transaction, which is expected to close in early 2022, will require the approval of the shareholders of both Grove and VGII, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals

Virgin Group Acquisition Corp. II, sponsored by Virgin Group, was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Launched in 2016 as a Certified B Corp, Grove Collaborative is transforming consumer products into a positive force for human and environmental good. Grove creates and curates high-performing, planet-first products across household cleaning, personal care, laundry, clean beauty and pet, serving millions of households across the United States.

The Davis Polk corporate team includes partners Lee Hochbaum and Derek Dostal and associates Matthew J. Cowcher, Shaoting Qin, Arisa Akashi and Christian Knoble. Partner Pritesh P. Shah is providing intellectual property advice. The tax team includes partner William A. Curran and associate Elina Khodorkovsky. Partner Adam Kaminsky is providing executive compensation advice. Members of the Davis Polk team are based in the New York and Washington DC offices.