As SPAC transactions have become a fundamental tool for capital formation and deployment in the current market conditions, S&C has remained at the forefront of this trend, providing clients with insight on the careful planning and seamless orchestration of legal knowledge required to drive these transactions to a successful completion.
 
S&C's world-class capabilities in capital markets and M&A make it a preferred adviser to participants in many of the most notable SPAC transactions in the marketplace. These transactions often require a combination of private M&A, public M&A, public securities offerings and cross-border tax issues that greatly benefit from S&C's tightly integrated, multidisciplinary team approach to staffing transactions.

SELECTED REPRESENTATIONS

Our recent SPAC experience demonstrates S&C’s deep familiarity with the complex issues and challenges that arise from such transactions. Our recent experience includes representing:
  • CNH Industrial (Netherlands) in its strategic and exclusive Heavy-Duty Truck partnership with Nikola (U.S.), under which CNH Industrial took a strategic stake in Nikola as the lead Series D investor in connection with Nikola’s merger with VectoIQ Acquisition Corp., a publicly-traded special purpose acquisition company
     
  • CONX Corp. (U.S.), a SPAC formed by Charles W. Ergen, the Chairman of DISH Network Corporation (U.S.), and EchoStar (U.S.), in its $750 million IPO and listing on Nasdaq and its potential acquisitions 
     
  • DiamondHead Holdings Corp. (U.S.), a SPAC formed by David T. Hamamoto, founder of Diamond Head Partners (U.S.) and a director of Lordstown Motors (U.S.), in its $300 million SEC-registered IPO and listing on Nasdaq, and in its potential acquisition
     
  • DiamondPeak Holdings (U.S.), a special purpose acquisition company, in its business combination with Lordstown Motors (U.S.) under which Lordstown became a publicly listed company with an implied $1.6 billion equity value and the $500 million PIPE investment in connection with the merger
     
  • DraftKings (U.S.) in its business combination with Diamond Eagle Acquisition Corp. (U.S.), a publicly traded special purpose acquisition company, and SBTech (Global) Limited
     
  • Global Knowledge Training (U.S.) in its sale to Churchill Capital Corp II (U.S.), a special purpose acquisition company, from Rhône Capital (U.S.) as part of a three-way business combination with Software Luxembourg Holding, creating a $1.5 billion company
     
  • GSO Capital Partners (U.S.), the credit division of Blackstone, as part of an investor group providing equity financing in connection with CF Corporation’s (Cayman), a Nasdaq-listed special purpose acquisition company, $1.84 billion acquisition of Fidelity & Guaranty Life (U.S.)
     
  • Hyzon Motors (U.S.) in its pending business combination with Decarbonization Plus Acquisition Corporation (U.S.), a SPAC, under which Hyzon will become a publicly listed company with an implied $2.1 billion equity value, and the $400 million PIPE in connection with the merger
     
  • Justice Holdings (U.K.), a special purpose acquisition company, and Pershing Square Capital Management (U.S.), co-founder of Justice, in connection with Justice’s $1.4 billion initial public offering and subsequent business combination with Burger King Worldwide Holdings (U.S.)
     
  • Lakestar SPAC I (Luxembourg), a SPAC sponsored by Dr. Klaus Hommels of Lakestar Advisors, in its €275 million private placement and Frankfurt Stock Exchange listing, the largest SPAC IPO ever in Germany and the first SPAC IPO in Germany in the last 10 years
     
  • Financial adviser to the Committee of Landcadia Holdings II (U.S.), a publicly traded special purpose acquisition company co-sponsored by Fertitta Entertainment (U.S.) and Jefferies Financial Group (U.S.), in its $745 million acquisition of Golden Nugget Online Gaming (U.S.), a U.S. online real money casino owned by Tilman J. Fertitta
     
  • The underwriter for Lazard Growth Acquisition Corp. I (Cayman Islands), a SPAC formed by Lazard Ltd (U.S.), in its $575 million SEC-registered IPO and Nasdaq Capital Market listing
     
  • Financial adviser and capital markets adviser to Momentus (U.S.) in its pending acquisition by Stable Road Acquisition Corp. (U.S.), a SPAC, which will result in Momentus becoming a publicly listed company with an estimated $1.2 billion enterprise value, and the $175 million PIPE in connection with the merger
     
  • Financial adviser to NextGen Acquisition Corp. (U.S.), a publicly traded SPAC, in its pending business combination with Xos, Inc. (U.S.), which will result in Xos becoming a publicly listed company with a $2.0 billion equity value and the $220 million PIPE in connection with the merger
     
  • Pershing Square, L.P. (U.S.) in the $4 billion SEC registered SPAC IPO and NYSE listing of Pershing Square Tontine Holdings, Ltd. (U.S .) (“PSTH”), the largest SPAC IPO of all time, and representing PSTH in the potential acquisition of a target
     
  • The underwriters in the $325 million IPO and Nasdaq Capital Market listing by Prospector Capital Corp. (a SPAC)
     
  • Reinvent Technology Partners Z (U.S.), a SPAC led by Reid Hoffman, Mark Pincus and Michael Thompson, in its $5 billion pending acquisition of Hippo Enterprises (U.S.), under which the combined company will become publicly traded, and the $550 million PIPE in connection with the merger
     
  • Rhône Capital (U.S.) and Ranpak Corporation (U.S.) in connection with One Madison Corporation’s (U.S.), a special purpose acquisition company on the NYSE, acquisition of Ranpak from affiliates of Rhône Capital, valuing Ranpak at approximately $1.09 billion
     
  • Rocket Internet Growth Opportunities Corp. (Cayman Islands), a SPAC formed by Rocket Internet SE (Germany) targeting the tech sector, in its pending $250 million SEC-registered IPO and NYSE listing 
     
  • Stellantis (Netherlands), as a strategic partner and investor in Archer Aviation, Inc. (U.S.), in connection with Archer’s pending business combination with Atlas Crest Investment Corp. (U.S.), a SPAC, under which Archer will become a publicly listed company with an implied $3.8 billion equity value, and related $600 million common stock PIPE
     
  • Thimble Point Acquisition Corp. (U.S.), a SPAC formed by the Pritzker Vlock Family Office (U.S.) and LaunchCapital (U.S.), in its upsized $276 million SEC-registered SPAC IPO and Nasdaq Capital Market listing
     
  • Tio Tech A (Cayman Islands), a SPAC formed by Dominik Richter of HelloFresh (Germany), in its pending SEC-registered IPO and Nasdaq Capital Market listing
     
  • TS Innovation Acquisitions Corp. (U.S.), a SPAC formed by Tishman Speyer Properties, L.P. (U.S.), in its $300 million IPO and listing on Nasdaq, and its $1.56 billion pending merger with Latch, Inc. (U.S.) and $190 million PIPE in connection with the merger
     
  • TS Innovation II Corp. (U.S.), a SPAC formed by Tishman Speyer Properties, L.P. (U.S.), in its $300 million SEC-registered IPO and Nasdaq listing