S&C Advises DiamondPeak on Deal To Take Lordstown Motors PublicAugust 14, 2020
DiamondPeak Holdings Corp, a special purpose acquisition company (SPAC), signed an agreement on August 1 to merge with Lordstown Motors Corp., an electric truck company, allowing Lordstown to list its shares on the NASDAQ without undergoing a traditional IPO. The combined company plans to build what is believed to be the world's first full-size all-electric pickup truck designed to serve the commercial fleet market. The business combination values Lordstown at an implied $1.6 billion pro forma equity value, at the $10.00 per share PIPE price and assuming minimal redemptions by DiamondPeak stockholders.
In connection with the merger, institutional investors have committed to a private investment in public equity (PIPE) of approximately $500 million, including $75 million from General Motors. S&C is advising DiamondPeak on both the merger and the PIPE transaction.
Lordstown is an Ohio-based original equipment manufacturer of light-duty fleet vehicles. The company owns the Lordstown Assembly Plant where it plans to build the Lordstown Endurance all-electric pickup truck. Lordstown unveiled a prototype of the Endurance on June 25 and has received 27,000 pre-orders.
The S&C team representing DiamondPeak on the merger and the PIPE includes Bob Downes, Scott Crofton, Benjamin Goodchild, Jessica Kim, Michael Fronk, Yaqi Han and Terence Olsen. Olivia Xie, Boli Chen and Ethan Chess are advising on securities matters. Ron Creamer and Lauren Citrome are advising on U.S. tax matters. Matt Friestedt, Kristen Klein and Elizabeth Mellgard are advising on executive compensation and employment matters. Mehdi Ansari and Matt Rosenberg are advising on intellectual property matters. Rob Schlein and Jim Oligino are advising on real estate matters. Matt Brennan is advising on environmental matters and Steve Holley and Eric Queen are advising on antitrust and competition matters. Michael Brown provided valuable assistance in earlier stages of the transaction and Scott Kim provided valuable assistance.