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SPAC发展趋势展望

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尽管美国证券交易委员会(SEC)关于特殊目的收购公司（SPACs）的政策持续变化， SPACs仍保持强劲的发展势头，发起人、投资者和潜在的SPAC目标公司都在密切关注SPAC的发展、机会和挑战。

尽管美国证券交易委员会(SEC)关于特殊目的收购公司（SPACs）的政策持续变化， SPACs仍保持强劲的发展势头，发起人、投资者和潜在的SPAC目标公司都在密切关注SPAC的发展、机会和挑战。在此“SPAC发展趋势展望”网络研讨会，美富的全球SPAC专家Mitchell S. Presser、Justin R. Salon、Michael D. Birnbaum、Marcia Ellis和李若木律师，以及特邀嘉宾—对冲基金Fir Tree Partners管理合伙人兼首席投资官David Sultan，将深入探讨 SPAC的发展趋势，其中包括：<ul><li>最新SPAC市场动态—关于SPAC IPO、PIPE以及SPAC并购交易的趋势。IPO市场何时会重新开放？PIPE投资者的关注点是什么？SPAC并购条款有哪些变化？</li><li>SEC最新政策指南—SEC的最新政策对于SPAC和SPAC并购交易意味着什么？ SEC还将在2021年针对SPAC采取哪些新的政策？</li><li>与SPAC相关的股东诉讼—近期关于SPAC的诉讼与达成的和解讲提供哪些经验？</li><li>亚洲的SPACs—新加坡或香港是否会建立SPAC上市制度，从而与美国SPAC市场形成竞争趋势？</li></ul>欲观看网络研讨会中文版的完整视频，请完成以下表格并提交。 <iframe src="https://www2.mofo.com/l/323401/2021-06-18/78w4h" width="100" height="500" type="text/html" frameborder="0" allowtransparency="true" style="width: 100; height: 500;border-top-width: 0px;border-right-width: 0px;border-bottom-width: 0px;border-left-width: 0px;border-top-style: initial;border-right-style: initial;border-bottom-style: initial;border-left-style: initial;border-top-color: initial;border-right-color: initial;border-bottom-color: initial;border-left-color: initial;border-image-source: initial;border-image-slice: initial;border-image-width: initial;border-image-outset: initial;border-image-repeat: initial;" title="Whats Next for Spacs" title="iframe"></iframe><hr>

SPAC发展趋势展望

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Marcia’s practice focuses on private equity transactions and complex mergers and acquisitions involving companies and other assets located in Asia. Having practiced in Asia for more than a quarter of a century, Marcia is one of the most experienced M&A lawyers active in the Asian market. In the past three years, she has advised clients on deals with a total aggregate value well in excess of US$249.8 billion.​Marcia regularly advises leading investors on M&A transactions, including SoftBank Vision Fund, Alibaba, GLP, Bain Capital, BlackRock, Farallon Capital, Ascendent Capital Partners, Silver Crest Acquisition Corp., PAG, Hillhouse, Hony Capital and Celadon Partners. In addition, she is experienced in representing U.S., UK and Asia based institutional investors in the acquisition, financing and disposition of real estate in China, Hong Kong and elsewhere in Asia, including numerous logistics and internet data center projects, and investment in and acquisition of real estate developers.From 2008 through 2011, she was the Chief Legal Officer for Asia of D. E. Shaw, where she assisted various group entities in making, restructuring, and exiting investments in various countries in Asia, including a number of significant and highly structured investments in China and India.Clients consider Marcia as a "super skilled technical lawyer" who offers "incredible problem-solving skills on all aspects of matters, both legal and commercial". A client said that "Finding a lawyer whose judgement you trust and who knows how far they can push the boundaries is not easy, and Marcia is the best lawyer I've worked with."Marcia is the Global Co-Chair of the firm’s Private Equity Practice, a member of our global board of directors, and a member of our global Environmental, Social and Governance (ESG) Steering Committee. She has also been named to Law360’s 2022 and 2023 Private Equity Editorial Board and elected as the Co-Chair of AmCham Hong Kong’s Women of Influence Committee. Marcia has been recognized as one of the Women of Influence in Private Markets: Private Equity by Private Equity International in 2024.

Marcia Ellis（艾琳）律师的执业重点是涉及亚洲境内公司和其它资产的私募股权交易和复杂并购。Ellis律师在亚洲执业超过二十五年，是活跃在亚洲市场经验最丰富的并购律师之一。在过去三年间，她为客户完成的交易的合计价值超过2498亿美元。Ellis律师经常为大型投资者提供并购交易法律咨询，这些投资者包括软银愿景基金、阿里巴巴、普洛斯、Bain Capital、贝莱德、Farallon Capital、上达资本、Silver Crest特殊目的收购公司、PAG、高瓴资本、弘毅投资以及Celadon Partners。此外，在代表美国、英国、亚洲机构投资人方面她也富有经验；她代表客户处理收购、融资、处置中国、香港及亚洲其它地区的房地产，其中包括许多物流和互联网数据中心项目，也处理对房地产开发商的投资与收购。从2008至2011年，Ellis律师是德劭集团亚洲区的首席法务官。在德劭集团，她协助各集团实体处理在亚洲多个国家进行的投资、投资重组及投资退出事宜，包括在中国和印度进行的多个重要及高度结构化的投资。客户评价Ellis律师是一位"技巧高超的律师"，她拥有 "极其出色的解决问题的能力，包括法律问题和商业问题 "。一位客户称："找到一位拥有令人信任的判断力，并能尽力突破极限的律师并不容易，而她是我合作过的最好的律师"。Ellis律师是美富律师事务所的全球私募股权业务联席主席，本所全球董事会成员，兼本所环境、社会与治理（ESG）指导委员会委员之一。她还当选《法律360》（Law 360）2022年度和2023年度私募股权业务编辑委员会成员，以及香港美国商会最具影响力女性（WOI）指导委员会联席主席。Ellis律师还荣获Private Equity International评为2024年“私募股权领域：私募市场最具影响力女性”之一。

Marcia Ellis

Global Co-Chair of Private Equity Practice

Justin is chair of the firm’s Capital Markets practice and former co-chair of Morrison Foerster’s REIT practice.Justin represents both issuers and underwriters in a wide variety of corporate and securities matters, including initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings, and liability management transactions. In addition, he serves as primary outside counsel to numerous public company clients with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters.For his role as lead attorney on Arm's IPO, The American Lawyer recently recognized Justin as a 2024 "Dealmaker of the Year," an award honoring lawyers who guided the most complex, groundbreaking, and impactful deals of the past year.Justin is recommended by The Legal 500 US 2023 for Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, M&A / Corporate and Commercial: Private Equity Buyouts, and REITs. He is also recognized as a leading lawyer in Chambers USA 2023 for REITs.Justin is a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.<h4 dir="ltr">Representative Experience</h4><h5 dir="ltr">Equity</h5><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li dir="ltr">Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple follow-on offerings of common stock and preferred stock and represented the underwriters in connection with Armada Hoffler’s initial public offering.</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li dir="ltr">Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s initial public offering, multiple follow-on offerings of common stock, and issuance of perpetual preferred stock.</li><li dir="ltr">Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li dir="ltr">Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and offering of 6.00% Series B Participating Preferred Stock.</li><li dir="ltr">Represented issuers or underwriters in connection with SPAC IPOs for Anzu Special Acquisition Corp I, Endurance Acquisition Corp., Pegasus Digital Mobility Acquisition Corp., Revelstone Capital Acquisition Corp., Science Strategic Acquisition Corp. Alpha, and Sound Point Acquisition Corp. I.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li dir="ltr">Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) offering of common stock and concurrent listing on the NYSE.</li></ul><h5 dir="ltr">Debt and Liability Management</h5><ul><li dir="ltr">As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.</li><li dir="ltr">Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes and its $1.6 billion registered exchange offer.</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million 144A offering of 2.70% convertible senior notes and its $125 million Rule 144A offering of 3.75% convertible senior notes.</li><li dir="ltr">Represented Whole Foods Market, Inc. in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.</li><li dir="ltr">Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li dir="ltr">Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li dir="ltr">Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.</li><li dir="ltr">Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li dir="ltr">Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $100 million aggregate principal amount of 6.75% senior unsecured notes due 2023 issued by MCREIF SubREIT, LLC, a private REIT managed by M360 Advisors, and fully and unconditionally guaranteed by M360 CRE Income Fund LP.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $36.5 million aggregate principal amount of 7.5% senior unsecured notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF).</li><li dir="ltr">Represented the placement agent in connection with the private placement of $42.25 million aggregate principal amount of its 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC.</li></ul><h5 dir="ltr">M&A</h5><ul><li dir="ltr">Represented Education Realty Trust in its $4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li dir="ltr">Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li dir="ltr">Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li dir="ltr">Represented Pivotal Investment Corp. II in connection with its merger with XL Fleet Corp., a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li dir="ltr">Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE: AFCO), as well as more than $400 million of property acquisitions.</li><li dir="ltr">Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li dir="ltr">Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.</li></ul>

Justin R. Salon

Partner

Michael Birnbaum is co-head of Morrison Foerster’s New York Litigation Department and a partner in the Securities Litigation, Securities Enforcement, and White-Collar Defense Group.Michael defends and pursues claims on behalf of clients across a range of areas. Specifically, he leverages his experience as former senior trial counsel at the U.S. Securities and Exchange Commission (SEC) to provide unique insights to U.S. and global financial institutions, including commercial and investment banks, audit and accounting firms, investment advisers, broker-dealers, and securities issuers facing internal and government investigations, regulatory enforcement proceedings, and private civil litigation.Michael’s combination of public and private experience enables him to assist clients in navigating complex regulatory landscapes while often simultaneously engaging in private litigation, and to find ways to efficiently drive results on multiple fronts. Recent representations include disputes involving cryptocurrency investments and related platforms, deal-related litigation, investigations focusing on the conduct of broker-dealers and crowdfunding entities, and contested bankruptcy proceedings litigated in federal courts.A seasoned trial attorney, Michael has obtained significant results—including at trial—in matters in involving investment funds and other financial institutions concerning allegations of fraudulent securities offerings and registration violations, as well as supervisory failures related to the sale of securities. He has also achieved landmark settlements in advance of trial, including on behalf of Farmland Partners, Inc. in connection with their being the target of a short-and-distort attack arising from a defamatory article that drove down the company’s stock price by 39% in one day. As a result, Michael was recognized in The American Lawyer Litigation Daily’s “Litigators of the Week” feature, which highlights lawyers for breakthrough achievements in the nation’s most complex, highest-profile cases. He has also been recommended by leading legal rankings publications, including by The Legal 500 US in the “Securities Litigation: Defense” category.Michael is a thought leader in the securities litigation and securities enforcement space who speaks regularly on panels at major conferences, such as Practising Law Institute (PLI) and Securities Enforcement Forum-East, publishes articles relating to trending topics in these areas, and serves on the editorial board of Wall Street Lawyer.Before Morrison Foerster, Michael served in the SEC for 11 years, most recently as senior trial counsel, which informs his extensive experience overseeing securities litigation before federal and administrative courts. Throughout his tenure at the SEC, Michael worked closely with SEC investigative units, including the Asset Management Unit, the Market Abuse Unit, and the Complex Financial Instruments Unit, as well as with attorneys at various U.S. Attorney’s Offices, the Manhattan District Attorney’s Office, and foreign securities regulators on securities-related investigations and prosecutions.<h4>Selective Significant Representations</h4>Farmland Partners, Inc.<ul><li>Achieved a landmark settlement for Farmland Partners Inc. (FPI), a publicly traded farmland REIT, in a “short-and-distort” case that was prompted by a defamatory article that drove down FPI’s stock price by 39% in one day. The previously anonymous author, who wrote under the alias “Rota Fortunae,” and his clients utilized the scheme to profit from their short positions. As part of the settlement, the author acknowledged publicly that his article was full of false statements, and made a payment that was multiples of the profits he made off the scheme. Meanwhile, FPI prevailed on its defense of a class action accusing the company and principals of securities fraud.</li></ul>A Major Pharmaceutical Company<ul><li>Successfully convinced SEC not to pursue an action against pharmaceutical company following investigation into the company’s FDA-related disclosures.</li></ul>Unsecured Creditors’ Committees in Bankruptcy Proceedings<ul><li>Led investigations and drove favorable settlements in matters including Clovis Oncology, Inc. (D. Del.) and Wesco Aircraft Holdings, Inc. (S.D. Tex.) (pending approval).</li></ul>A Multinational Electronics Company<ul><li>Representation in an SEC FCPA investigation involving conduct in Latin America related to a business relationship with a company that was subsequently involved in a government corruption scandal.</li></ul>Investors in Cryptocurrency<ul><li>Advise clients regarding litigation and regulatory investigations in connection with initial coin offerings and related transactions.</li></ul>Special Purpose Acquisition Companies (SPACs)<ul><li>Represent SPACs, sponsors, and other investors in SEC investigations regarding various SPACs’ initial public offerings and de-SPAC transactions, and counsel clients engaging in such transactions regarding regulatory and litigation risks.</li></ul>Leading Crowdfunding Entity<ul><li>Representation in providing compliance advice and counsel in connection with FINRA inquiries arising from alleged unregistered securities offerings and disclosure issues.</li></ul>An International Broker-Dealer<ul><li>Representation in responding to FINRA and SEC inquiries related to the treatment of domestic and international client accounts.</li></ul>

Michael Birnbaum

Mitchell Presser advises on high-profile global public and private mergers and acquisitions, with a heavy concentration on private equity transactions. As the co-chair of the firm’s Band I global Food + Agriculture Industry practice, and member of the firm’s global ESG + Sustainability steering committee, as well as the Private Equity and M&A groups, Mitchell utilizes his vast experience in high-stakes M&A and private equity deals to drive successful outcomes for clients in diverse sectors, including food production, agribusiness, financial services, industrials, insurance, sports and entertainment, energy, retail, and more.As a founding partner of Paine Schwartz Partners, a premier U.S. private equity firm dedicated to sustainable food chain investing, Mitchell’s unique insights are shaped by over eight years as an investor. Mitchell proficiently understands both the legal and business environments, positioning him as a trusted advisor for clients navigating the intricate world of mergers, acquisitions, and private equity transactions.Mitchell has been recognized as a top lawyer by Chambers USA and Legal 500 US. Mitchell is a faculty member and lecturer of law at Harvard Law School and Columbia Law School, where he teaches a class focused on international business sales and negotiations. He has served as board member for various privately-held and public companies.

SPAC发展趋势展望

12 May 2021 9:30 AM - 10:30 AM PDT