Shearman And Sterling

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Special Purpose Acquisition Companies (SPACs)

Overview

Experience

News and Events

360° SPAC Experience

We have a 360° degree view of SPAC transactions which we have gained by representing parties involved in every aspect, including:

  • SPAC Sponsor
  • Target Company
  • Underwriters
  • PIPE Investors 

Active and Innovative SPAC Practice

We field a strong team of seasoned practitioners with capital markets expertise, relevant SPAC M&A experience and deep SEC know-how, with wide ranging industry knowledge including - technology, healthcare and energy.  We have been involved in all stages of the SPAC lifecycle, from IPO to “de-SPACing” through the initial business combination.

Our SPAC Offering

SPAC

  • SPAC and Sponsor formation and structuring
  • Negotiation of Sponsor governance and investments
  • SPAC re-restructuring matters related to de-SPAC

Mergers & Acquisitions

  • Negotiate de-SPAC transaction and document, including merger stockholder, lock-up and registration rights agreements
  • Advise and negotiate post-deSPAC governance matters and structure

Capital Markets

  • SPAC IPO
  • Negotiate forward purchase contracts and PIPE investments
  • Prepare SEC filings and manage SEC review process
  • NASDAQ and NYSE issues for IPO and de-SPAC

Finance

  • Manage debt restructuring process for post-deSPAC entity, including amendments to existing credit facilities and negotiation of new debt financings

Tax

  • Tax aspects of SPAC and Sponsor structuring, including determining appropriate domicile
  • Tax aspects of investments in SPAC and Sponsor
  • Tax aspects of de-SPAC transaction
  • Strategic tax planning advice

Compensation, Governance & Erisa

  • Corporate governance policy design
  • Negotiate employment agreements
  • Develop and help implement equity and incentive compensation structure for post-deSPAC entity
  • Compensation-related securities filings and disclosure