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With their flexible structures, faster access to public markets and attractive pricing, Special Purpose Acquisition Companies (SPACs) play an increasingly important role in capital raising and in facilitating business transactions. But their unique features also can come with unique litigation risk and are attracting regulatory scrutiny. No firm is more experienced nationally in structuring and executing SPAC transactions and in meeting emerging SPAC-related litigation and regulatory challenges head on.

Representative Engagements

SPAC Experience

IPOs

  • Acropolis Infrastructure Acquisition Corp. in its initial public offering of $300 million of units, lead managed by Credit Suisse Securities (USA) LLC lead managed by Credit Suisse Securities (USA) LLC.
  • Altimar Acquisition Corp. II in its initial public offering of $345 million of units; and Altimar Acquisition Corp. III in its initial public offering of $155.25 million of units, leads managed by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.
  • Apollo Strategic Growth Capital in its initial public offering of $816 million of units, lead managed by Citigroup; and Apollo Strategic Growth Capital II in its $690 million offering of units, lead managed by Deutsche Bank Securities Inc.
  • Churchill Capital Corp. in its initial public offering of $690 million of units; Churchill Capital Corp. II in its initial public offering of $690 million of units; Churchill Capital Corp. III in its initial public offering of $1.1 billion units; Churchill Capital Corp. IV in its initial public offering of $2.07 billion of units; Churchill Capital Corp. V in its initial public offering of $500 million of units; and Churchill Capital Corp. VI in its initial public offering of $480 million of units, lead managed by J.P. Morgan, Citigroup, Goldman Sachs & Co. and Bank of America Securities.
  • G&P Acquisition Corp. in its initial public offering of $175 million of units, lead managed by BMO Capital Markets.
  • Hawks Acquisition Corp in its initial public offering of $230 million of units, lead managed by BTIG, LLC and Mizuho Securities USA LLC.
  • Hunt Companies Acquisition Corp I in its initial public offering of $230 million of units, managed by Jefferies LLC.
  • M3-Brigade Acquisition III Corp. in its initial public offering of $300 million of units, managed by Cantor Fitzgerald & Co.
  • North Mountain Merger Corp. in its initial public offering of $132 million of units; South Mountain Merger Corp. in its initial public offering of $250 million of units, leads managed by Citigroup.
  • Osiris Acquisition Corp., sponsored by an affiliate of Fortinbras Enterprises, in its initial public offering of $230 million of units, lead managed by Jefferies LLC.
  • Pine Technology Acquisition Corp. in its initial public offering of $345 million of units, lead managed by Cantor Fitzgerald & Co. and Odeon Capital Group, LLC.
  • Simon Property Group Acquisition Holdings, Inc. in its initial public offering of $345 million of units, lead managed by Goldman Sachs & Co.
  • Deutsche Bank Securities Inc. as underwriter in the $200 million offering of units by TB SA Acquisition Corp., a special purpose acquisition company.
  • SOAR Technology Acquisition Corp. in its initial public offering of $230 million of units, lead managed by J.P. Morgan Securities LLC, RBC Capital Markets, LLC and BTIG LLC.
  • Trine II Acquisition Corp. in its initial public offering of $414 million of units, managed by Morgan Stanley.
  • Waverley Capital Acquisition Corp. 1 in its initial public offering of $215 million of units, lead managed by Evercore ISI and Morgan Stanley.
  • Deutsche Bank Securities Inc. as underwriter in the $200 million offering of units by TB SA Acquisition Corp, a special purpose acquisition company.
  • Credit Suisse as underwriter in the initial public offerings of $300 million of units by ESM Acquisition Corporation; $258 million of units by Crucible Acquisition Corporation; $414 million of units by Orion Acquisition Corp.; and $230 million of units by Trepont Acquisition Corp. I.

De-SPACs

  • Algoma Steel Inc., a Canada-based steel producer, in its combination with Legato Merger Corp.
  • Altimar Acquisition Corporation, sponsored by an affiliate of HPS Investment Partners, LLC, in its combination with Owl Rock Capital Group and the Dyal Capital Partners division of Neuberger Berman Group LLC to form Blue Owl Capital Inc., a stand-alone firm that will have over $45 billion in combined assets under management.
  • Altimar Acquisition Corp. II, sponsored by an affiliate of HPS Investment Partners, LLC, in its pending $1.5 billion combination with Fathom Digital Manufacturing Corporation, a Wisconsin-based on-demand digital manufacturing services.
  • Bowlero Corp., a New York-based owner and operator of bowling entertainment centers, in its pending $2.6 billion business combination with Isos Acquisition Corporation.
  • Churchill Capital Corp. II in its combined $1.5 billion acquisition of Software Luxembourg Holding S.A. (Skillsoft), a Luxembourg-based provider of digital learning and talent management solutions, and Global Knowledge Training LLC, a North Carolina-based IT and professional skills development company, from funds affiliated with Rhône Capital, to create a digital learning company.
  • D1 Capital Partners in connection with its original investment and PIPE investment in the $7 billion business combination of Cazoo Holdings Limited, a UK-based online car retailer, and AJAX I.
  • The independent directors of Far Peak Acquisition Corporation in its $9 billion combination with Bullish, a technology company focused on developing financial services for the digital assets sector.
  • MagnaChip Semiconductor Corporation, a designer and manufacturer of analog and mixed-signal semiconductor platform solutions, in the sale, valued at approximately $451 million, of its Foundry Services Group and fabrication plant in Cheongju, Korea by certain of MagnaChip’s wholly-owned subsidiaries to a special purpose company established by Alchemist Capital Partners Korea Co., Ltd. and Credian Partners, Inc.
  • Mosaic Acquisition Corp. in its merger with Vivint Smart Home, Inc., a Utah-based smart home technology company, to form a publicly listed company with an enterprise value of approximately $4.2 billion.
  • Reservoir Holdings, Inc. in its approximately $788 million combination with Roth CH Acquisition II Co.
  • South Mountain Merger Corporation in its $1.3 billion combination with Billtrust, a New Jersey-based provider of accounts receivable solutions that simplify and automate B2B commerce.
  • Trine Acquisition Corp., led by Leo Hindery, Jr. and global credit investment firm HPS Investment Partners, in its combination with Desktop Metal Inc., a Massachusetts-based mass producer and turnkey additive manufacturer solutions, offering metal 3D printing technology, and will become a publicly listed company with an estimated post-transaction equity value of up to $2.5 billion.

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