Hey all,
What firms are seeing the most SPAC M&A work? Does this track with the usual players (WLRK, Skadden, S&C, Simpson on top) or are other firms punching above their weight? Further, how is SPAC work usually divvy'ed up between cap markets and M&A departments (understanding that this probably varies between shops)?
Thanks!
SPAC work? Forum
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Anonymous User
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Re: SPAC work?
As far as I can tell, Ellenoff Grossman & Schole is a SPAC-focused small firm that seems to place meaningfully in SPAC league tables (google for those tables). Not sure it would be a bright idea for an associate to start out there, though, if they had other V100 offers.
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Anonymous User
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Re: SPAC work?
Kirkland. Think it's getting the most.
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Anonymous User
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Re: SPAC work?
All the big firms are getting a little of it, but the ones with PE-focused practices (STB, K&E) seem to be a little ahead. (It seems to me to work a little like a fund - you have a bunch of investors who are interested, but instead of a PE vehicle you get them to invest in a public company without any assets.) If you google SPAC deals, you'll also see Weil, Skadden, Wachtell, Freshfields, and a lot of the other usual M&A players in NY involved.
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pumpmeup
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Re: SPAC work?
League Tables: https://www.spacresearch.com/legal . Last 13 months, it's Kirkland, Skadden, Ellenoff, Ropes, and White & Case in the top 5.
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Re: SPAC work?
pumpmeup wrote: ↑Mon Feb 22, 2021 5:32 pmLeague Tables: https://www.spacresearch.com/legal . Last 13 months, it's Kirkland, Skadden, Ellenoff, Ropes, and White & Case in the top 5.
I think you have to look at the de-SPAC league table if the OP's question is which firms do the most SPAC merger deals. SPAC league table seems to relate to the IPO work for SPAC vehicles (see the columns in the SPAC league table - they're titled Issuer Counsel and UW Counsel). Top 5 on the de-SPAC league table are Weil, Greenberg, Skadden, Kirkland and Orrick.
Edit: If you take into consideration past 13 months, top 5 are Weil, Kirkland, Greenberg, Latham and Skadden.
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Anonymous User
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Re: SPAC work?
Kirkland associate here. Can confirm that we have a ton of SPAC IPO and deSPAC work at the moment.Anonymous User wrote: ↑Tue Feb 23, 2021 4:33 pmpumpmeup wrote: ↑Mon Feb 22, 2021 5:32 pmLeague Tables: https://www.spacresearch.com/legal . Last 13 months, it's Kirkland, Skadden, Ellenoff, Ropes, and White & Case in the top 5.
I think you have to look at the de-SPAC league table if the OP's question is which firms do the most SPAC merger deals. SPAC league table seems to relate to the IPO work for SPAC vehicles (see the columns in the SPAC league table - they're titled Issuer Counsel and UW Counsel). Top 5 on the de-SPAC league table are Weil, Greenberg, Skadden, Kirkland and Orrick.
Edit: If you take into consideration past 13 months, top 5 are Weil, Kirkland, Greenberg, Latham and Skadden.
From what I understand, Ellenoff generally handles CapM work for SPAC IPOs, and will occasionally take part in the CapM side of the deSPAC process. I’m not sure if they do any M&A work on SPACs.
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Anonymous User
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Re: SPAC work?
Also at Kirkland and work on far too many SPAC/deSPAC deals.
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Re: SPAC work?
A bit of background on this for people who are not familiar.
SPAC refers to taking a fund public to find an acquisition target. This is really just “taking a bank account” public. Not particularly glorious work, but you’ll see a lot of the top capital market players lead this.
DeSPAC refers to the SPAC acquiring a company. These tend to be typical private target M&A deals, with a lot more complexity. Management and VC are usually rolling their equity (all or in part) into the public vehicle, and there is often a private investment offering run along side this (i.e., raising funds to put on the post public entities balance sheet). The effect is like an IPO, but functions more like an M&A deal. Some SPACs will keep same counsel from when the fund went public, but in general, you’ll probably see concentration in PE and tech firms (which both lend themselves well to private target deals). I’m guessing you won’t see a ton going to Skadden, S&C, and Cravath once things shake out. More Simpson, Ropes, Weil, Cooley, Latham, Goodwin types.
Keep in mind if you look at the DeSPAC league tables, the sample sizes are really low, so I wouldn’t draw too much from those numbers right now.
SPAC refers to taking a fund public to find an acquisition target. This is really just “taking a bank account” public. Not particularly glorious work, but you’ll see a lot of the top capital market players lead this.
DeSPAC refers to the SPAC acquiring a company. These tend to be typical private target M&A deals, with a lot more complexity. Management and VC are usually rolling their equity (all or in part) into the public vehicle, and there is often a private investment offering run along side this (i.e., raising funds to put on the post public entities balance sheet). The effect is like an IPO, but functions more like an M&A deal. Some SPACs will keep same counsel from when the fund went public, but in general, you’ll probably see concentration in PE and tech firms (which both lend themselves well to private target deals). I’m guessing you won’t see a ton going to Skadden, S&C, and Cravath once things shake out. More Simpson, Ropes, Weil, Cooley, Latham, Goodwin types.
Keep in mind if you look at the DeSPAC league tables, the sample sizes are really low, so I wouldn’t draw too much from those numbers right now.
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Anonymous User
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Re: SPAC work?
To add to the previous post (with which I mostly agree) - it seems like there are a few SPAC promoters out there who are beocoming repeat players. Firms that manage to lock them in are likely to be on the buy side of De-SPAC deals going forward:
- Michael Klein at Klein and Company has set up several under the Churchill Capital Corp name. He's used Weil for the last two.
- Bill Foley (Foley Trasimene Acquisition Corp) and Alec Gores (Gores Holdings) are also using Weil. (Aiello is pretty amazing at getting founders to use him, but Gores seems to be handled out of Texas.)
- Chamath Palihapitiya has done a few (Social Capital Hedosophia Holdings Corp) and seems to be using Skadden.
- Chinh Chu (ex-BX) has engaged Peter Martelli and Lauren Colasacco from Kirkland on his first acquisition. (STB will be pissed.)
While none of these relationships is indelible, at this point it feels like the SPAC promoters are a bit like the PE funds in their early days and are sticking to firms that they trust for acquisitions. CSM, S&C and WLRK may kick themselves for not running after them sooner (if they're not doing so already - Skadden seems to have learned its lesson from not doing more early buy-side PE deals in the 80s and 90s), but I'm sure they'll be just fine. They'll likely represent targets in the 5bn+ range, as they do on private deals now. (There seem to be a few SPAC deals in the financial institutions space, too, for which S&C and WLRK are still going to be popular.)
On the sell-side, as the post this one is quoting points out, the usual players on private M&A deals are likely to be prominent.
Beyond the other league tables, http://spactrack.net has a list of open and closed SPACs. Sorting through the S-1s (to work out issuers' and underwriters' counsel) and where available, the acquisition agreements/proxies (for issuer/buyer and target counsel) for the SPAC vehicles is instructive.
- Michael Klein at Klein and Company has set up several under the Churchill Capital Corp name. He's used Weil for the last two.
- Bill Foley (Foley Trasimene Acquisition Corp) and Alec Gores (Gores Holdings) are also using Weil. (Aiello is pretty amazing at getting founders to use him, but Gores seems to be handled out of Texas.)
- Chamath Palihapitiya has done a few (Social Capital Hedosophia Holdings Corp) and seems to be using Skadden.
- Chinh Chu (ex-BX) has engaged Peter Martelli and Lauren Colasacco from Kirkland on his first acquisition. (STB will be pissed.)
While none of these relationships is indelible, at this point it feels like the SPAC promoters are a bit like the PE funds in their early days and are sticking to firms that they trust for acquisitions. CSM, S&C and WLRK may kick themselves for not running after them sooner (if they're not doing so already - Skadden seems to have learned its lesson from not doing more early buy-side PE deals in the 80s and 90s), but I'm sure they'll be just fine. They'll likely represent targets in the 5bn+ range, as they do on private deals now. (There seem to be a few SPAC deals in the financial institutions space, too, for which S&C and WLRK are still going to be popular.)
On the sell-side, as the post this one is quoting points out, the usual players on private M&A deals are likely to be prominent.
Beyond the other league tables, http://spactrack.net has a list of open and closed SPACs. Sorting through the S-1s (to work out issuers' and underwriters' counsel) and where available, the acquisition agreements/proxies (for issuer/buyer and target counsel) for the SPAC vehicles is instructive.
