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

Initial Public Offerings and M&A

• IPOs of Social Capital Hedosophia Holdings I - VI, with an aggregate dollar value of over $3.75 billion, sponsored by Chamath Palihapitiya
• Alta Mesa Holdings, LP in its $3.8 billion merger with Silver Run Acquisition Corporation II, a SPAC
• NRC Group Holdings and its PE sponsor, JF Lehman, in connection with the $966 million business combination of NRC with Hennessy Capital Acquisition Corp.
• One Equity Partners and its portfolio company Strike Capital in the proposed $854 million sale of a majority interest in Strike to Sentinel Energy Services Inc.
• Olayan Group’s investment in National Energy Services Reunited Corp., a Nasdaq-listed SPAC
• Space3’s contemplated $501.7 million merger with Aquafil
• $316 million IPO and Nasdaq listing of Landcadia Holdings II, a U.S.-based  SPAC sponsored by Tillman Feritta and Jefferies Financial Group
• $300 million initial public offering of Promecap Acquisition Company, the second SPAC IPO in Mexico
• $276 million IPO and NYSE listing of the units of Tiga Acquisition Corp., a special-purpose acquisition company
• $250 million IPO and Nasdaq listing of the units of Crescent Acquisition Corp., a U.S.-based SPAC sponsored by Crescent Capital
• $230 million IPO and NYSE listing of the units of NavSight Holdings, Inc., a defense and government technology-focused SPAC
• $230 million IPO and Nasdaq listing of the units of Spring Valley Acquisition Corp., a renewable and clean energy-focused SPAC
• $230 million IPO and NYSE listing of the units of SCVX Corp., a blank check company focused on the cybersecurity industry
• $220 million IPO and NYSE listing of the units of HPX Corp., a Cayman Islands-based SPAC with a focus on business targets in Brazil
• $150 million IPO and NYSE listing of the Class A ordinary shares of SC Health, an Asia-Pacific based healthcare SPAC$101 million IPO and Mexican listing of Vista Oil & Gas, the first SPAC IPO in Latin America
• $80 million IPO of 5:01 Acquisition Corp., 5AM Ventures’ biotech SPAC