Overview
(April 27, 2026, Washington, DC) Steptoe recently represented long-time client Terrasoul Superfoods, LLC, a leading vertically integrated superfoods brand, in its sale to Laird Superfood, Inc. (NYSE American: LSF) for $48 million in cash, plus an earnout of up to $5 million based on 2026 performance.
Founded in Fort Worth, Texas, Terrasoul offers a broad portfolio of nutrient-dense superfood products—including nuts, seeds, dried fruits, powders, baking ingredients, and functional beverage mix-ins—sourced globally and processed in-house at its own manufacturing and fulfillment facility. The company sells through a diversified omnichannel distribution model with strong positioning in e-commerce, foodservice, and retail channels. Laird’s acquisition of Terrasoul advances its strategic plan to build a premier platform in superfoods and functional nutrition.
The deal included key elements such as an earnout tied to contribution margin thresholds, restrictive covenant agreements, advisory arrangements, buyer-funded representation and warranty insurance policy, multiple escrow arrangements, and purchase price adjustments, with Steptoe advising Terrasoul on all aspects of the bid process with multiple potential buyers, deal structuring, due diligence, negotiation, drafting, and closing.
The Steptoe team was led by Danielle Fern, Tim Yoo, and Siobhan Smith, with key contributions from Carol Brophy (long-time counsel to Terrasoul on Prop 65 and food safety matters) and Jeffrey Weiner, as well as substantive support from Lauren Azebu, Christian Auty, Gregory McCue, Jack Hayes, and Joseph Dages.
About Steptoe
In more than 110 years of practice, Steptoe has earned an international reputation for vigorous representation of clients and innovative thinking before governmental agencies, successful advocacy in litigation and arbitration, and creative and practical advice in structuring business transactions. Steptoe has more than 500 lawyers and other professional staff across offices in Beijing, Brussels, Chicago, Hong Kong, Houston, London, Los Angeles, New York, San Francisco, and Washington, DC. For more information, visit www.steptoe.com.
