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February 15, 2022

FinTech and Special Purpose Acquisition Companies (SPACs)

Continuing the FinTech University series, join chair of Nelson Mullins FinTech and Regulation Practice and moderator, Richard Levin, and attorneys Jon Talcott, Andy Tucker, and Peter Strand for this one-hour session, "FinTech and SPACs." Continuing Legal Education (CLE) credit will be sought for all attorneys requesting. Certificates of attendance are available upon request for CPE purposes. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit.

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Experience

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

SPAC IPOs

  • Represented underwriters in a $316 million IPO for a tech/consumer healthcare SPAC. 
  • Represented issuer in a $316 million IPO for a tech/software SPAC for a $12 billion Chicago-area asset management group. 
  • Represented underwriter in a $208 million IPO for a tech/software SPAC. 
  • Represented issuer in a $100 million IPO for a data center SPAC. 

De-SPACs/SPAC Acquisitions

  • Represented a SPAC focused on the tech sector in a de-SPAC transaction with an automobile semiconductor design company valued at $1.1 billion. 
  • Represented a digital banking platform and wholly-owned subsidiary of a large bank holding company in its $140 million acquisition by a SPAC focused on the financial technology industry. 
  • Represented a SPAC in its $100 million acquisition of two bank holding companies (one of the first times a SPAC has obtained approval to acquire a bank holding company).
  • Represented a privately held development company in its all-stock merger with a SPAC yielding a combined entity with enterprise value of approximately $1.2 billion. 
  • Represented a shipping company in its merger with a SPAC. 

Keeping SPACs on track 

We represent SPACs, sponsor groups, and underwriters throughout the formation, structuring, initial public offering, and identification of an acquisition target, the de-SPAC business combination or wind down of the SPAC. We represent private companies going public through combining with a SPAC. The current SPAC market offers higher quality sponsors, increased investor incentives, better sponsor-investor alignment structure, increased deal certainty, improvements to the warrant structure, capital raising, and initial public offering. 

Nelson Mullins professionals provide value in the following ways

  • Understanding of the SPAC life cycle
  • Awareness of structural changes in the capital markets
  • Diverse clientele across various industries, both domestic and international 
  • Deep sector experience
  • Private equity emphasis
  • End-to-end deal team capabilities
  • Preparation and negotiation of definitive transaction agreements

Our team brings long term experience to help meet our client’s needs

  • Our practitioners handle a range of SPAC transactions reaching across more than 20 industries.
  • Lawyers represent both domestic and international sponsors of and targets of SPACs.
  • Significant experience with a multitude of transactions and transaction structures with SPACs.
  • Our team has long experience with the SEC having advised hundreds of public companies on over 500 public company acquisitions.
  • Many of our practitioners have served as former CEO, COO, General Counsel, or other high-level positions in a wide range of industries.
  • Focusing on understanding our clients’ business objectives at the outset of a transaction and guide clients with practical solutions.

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

SPAC IPOs

  • Represented underwriters in a $316 million IPO for a tech/consumer healthcare SPAC. 
  • Represented issuer in a $316 million IPO for a tech/software SPAC for a $12 billion Chicago-area asset management group. 
  • Represented underwriter in a $208 million IPO for a tech/software SPAC. 
  • Represented issuer in a $100 million IPO for a data center SPAC. 

De-SPACs/SPAC Acquisitions

  • Represented a SPAC focused on the tech sector in a de-SPAC transaction with an automobile semiconductor design company valued at $1.1 billion. 
  • Represented a digital banking platform and wholly-owned subsidiary of a large bank holding company in its $140 million acquisition by a SPAC focused on the financial technology industry. 
  • Represented a SPAC in its $100 million acquisition of two bank holding companies (one of the first times a SPAC has obtained approval to acquire a bank holding company).
  • Represented a privately held development company in its all-stock merger with a SPAC yielding a combined entity with enterprise value of approximately $1.2 billion. 
  • Represented a shipping company in its merger with a SPAC. 
  • Nelson Mullins draws on elite capital markets, public company representation, private equity mergers and acquisitions (M&A), and tax capabilities to guide clients through the entire SPAC cycle in both SPAC IPO and de-SPAC transactions.
  • Established contacts and relationships to help sponsors and companies going through the SPAC IPO or de-SPAC process.
  • Leverage our team’s combined experience of over 100 years in M&A, private equity, as well as capital markets tax and securities to supply a seamless process along the SPAC spectrum.
  • The first and possibly the only firm in the country to successfully assist a SPAC in acquiring a bank holding company.

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