Leveraging market-leading capital markets, M&A, private equity, public company, tax, executive compensation, and employee benefits practices, we are well positioned to partner with clients on Special Purpose Acquisition Company (SPAC) initial public offerings (IPOs) and de-SPAC transactions. From the U.S. to Asia, we have experience from all vantage points on the economics and processes of raising SPACs, structuring de-SPAC transactions, including PIPE investments, and post-merger management.
Our team has worked on over 40 SPAC IPO and de-SPAC transactions. We regularly work with sponsors, SPACs and management teams on formation, capital raising, PIPE financings, and M&A, and offer guidance from formation targets through the consummation of a business combination, and beyond. We help clients navigate the numerous SPAC inflection points with the U.S. Securities and Exchange Commission (SEC), investors, and acquisition targets. Our preeminent SEC team, which includes former senior SEC staff members, has the experience necessary to identify and resolve issues efficiently. We also offer deep M&A experience, having handled over 215 M&A transactions in 2021, with a total value of approximately $238 billion.
Our lawyers work as an integrated team on matters involving SPACs worldwide, representing all participants in the SPAC market, including:
- SPAC sponsors, including private equity and corporate sponsors in connection with IPOs
- SPACs in connection with their initial business combination with target companies
- Target companies in connection with de-SPAC merger combinations
- SPAC underwriters and financial advisors
- Issuers, including providing ongoing compliance and transaction counsel after the de-SPAC transaction
SPAC transactions provide sponsors with access to an alternative vehicle to raise capital outside of traditional buyout funds and access to targets that are outside of sponsors’ mandates and seeking to go public. SPAC transactions are also increasingly relevant to private companies as an alternative to an IPO, providing the ability to achieve adaptable and favorable deal terms and capital structures, helping reduce uncertainty in achieving a successful traditional IPO.
- Mitchell S. PresserPartner
- Justin R. SalonPartner
- Marcia EllisGlobal Co-Chair of Private Equity Practice
- Mitchell S. PresserPartner
- Justin R. SalonPartner
- Marcia EllisGlobal Co-Chair of Private Equity Practice
Experience
Solomon Partners as financial advisor to Aries I Acquisition Corporation, a publicly traded SPAC, in its business combination with Infinite Assets, Inc.
Endurance Acquisition Corp. (NASD: EDNCU), a SPAC focusing on data infrastructure and analytics, in its $200 million initial public offering.
Laris Media Acquisition, a SPAC targeting the music and audio sectors, in its pending $250 million initial public offering.
Science Strategic Acquisition Corp. Bravo, a SPAC formed by affiliates of venture firm Science Inc., which creates value for innovative companies that are redefining the consumer technology landscape, in connection with its pending $200 million initial public offering.
Science Strategic Acquisition Corp. Charlie, a SPAC formed by affiliates of venture firm Science Inc., which creates value for innovative companies that are redefining the consumer technology landscape, in connection with its pending $125 million initial public offering.
Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars, in its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN). The combined company will have an implied pro forma equity market value of approximately $777 million at closing.
A leading institutional investor, as a long-time investor in Grab Holdings, Inc. (Grab), in Grab’s proposed merger with Altimeter Growth Corp., a SPAC. The transaction values Grab at $39.6 billion and is expected to be the largest-ever U.S. equity offering by a Southeast Asian company.
SoftBank Group Corp., as the largest investor in WeWork, the leading flexible space provider, in WeWork’s agreement to merge with BowX Acquisition Corp. (NASDAQ: BOWX, BOWXU and BOWXW) (“BowX”), a SPAC, which will take the company public. The transaction values WeWork at an initial enterprise value of approximately $9 billion.
Anzu Special Acquisition I in its $420 million initial public offering on Nasdaq sponsored by Anzu Partners.
SoftBank Group Corp., as the largest investor in Social Finance, Inc. (SoFi), a leading next-generation financial services platform, in SoFi’s agreements with Social Capital Hedosophia Holdings Corp. V, a publicly traded SPAC, that will take the company public via merger, in a transaction that values the company at $8.65 billion.