A Nelson Mullins team is representing Thunder Bridge Acquisition II, a special purpose acquisition company (SPAC) based in Virginia, in its entry into a definitive merger agreement with indie Semiconductor, an automotive semiconductor and software innovator based in Aliso Viejo, California. Thunder Bridge II values the acquisition at $1.4 billion.

Based on the terms of the deal, the combined company is expected to begin with $495 million in cash from a $150 million common stock private investment in public equity deal and $345 million from Thunder Bridge II’s IPO, assuming no redemptions. Indie Semiconductor’s leadership will retain their positions following the merger’s completion. Indie Semiconductor’s equityholders will roll over 100% of their equity positions through use of an “Up-C” structure.

Nelson Mullins is the lead law firm for the acquirer, and four other law firms helped on the transaction. The acquisition is expected to close in the first quarter of 2021. Morgan Stanley & Co. LLC is serving as sole financial advisor and lead private placement agent to Thunder Bridge II. Deutsche Bank Securities is serving as lead financial advisor and lead capital markets advisor to indie Semiconductor and joint private placement agent to Thunder Bridge II. Goldman Sachs and Nomura Greentech are also serving as financial advisors to indie Semiconductor.

Nelson Mullins attorneys who worked on the matter include Jon Talcott, Peter Strand, Wells Hall, Mike Bradshaw, and Kaylen Loflin, with special assistance from Drew Hermiller, Colleen Kline, Tony Laurentano, and Ed Rubinoff.

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