Greenberg Traurig’s Alan Annex Leads Over $25 Billion in SPAC…

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Over the past year, Alan I. Annex, co-chair of Greenberg Traurig, P.A.’s Global Corporate Practice, has led numerous multi-disciplinary teams of attorneys assisting clients involved in more than $25 billion in Special Purpose Acquisition Company (SPAC) transactions, both nationally and internationally. These transactions, which include both Initial Public Offerings (IPOs) and business combinations, show no signs of slowing in 2021.

The global law firm is ranked third by SPAC Research on its DeSPAC legal advisors table for business combinations in 2020 (based on closed and pending deals). Annex and his team saw a dramatic increase in 2020 in SPAC-related transactions due to the slow IPO market during the Coronavirus 19 (COVID-19) pandemic.

SPACs are single purpose, publicly-traded companies used to raise funds via IPOs to acquire businesses. Acquisitions generally must be made within two years of their IPO.

Over the past nine months alone, Greenberg Traurig attorneys have been involved in a dozen IPOs and more than ten business combinations.

“We are pleased to continually assist SPACs in their formation, IPO, and business combinations – as well as SPAC target companies in business combinations – to achieve the goals that are often critical to their success,” said Annex, a Miami office-based Greenberg Traurig shareholder, who is an architect of the structure of the early 1990s SPAC and is internationally recognized for providing legal counsel on SPAC transactions.

“In 2021, we expect to see continued opportunities for SPAC deals that include a M&A component or to finance acquisitions,” Annex said. “With more than 150 SPACs looking for deals, we expect to see more creative ways of utilizing the SPAC as a vehicle to help facilitate a transaction.”

Frequently tapped by clients and banks at the beginning of the SPAC process – and by SPAC target companies – Greenberg Traurig provides key legal counsel in formation, target company selection, deal structuring, road show scripting, and transaction closing.

With the bandwidth and singular ability to close cross-border SPACs, and a reputation for completing some of the largest and most complex deals, the firm’s business savvy, creativity, and ability to deliver rapid, SEC-compliant deals also sets Greenberg Traurig apart. The firm leverages its multi-disciplinary, global attorney platform to do transactions whenever and wherever needed.

The firm’s SPAC transactions frequently advance progressive companies active globally in cutting-edge industries, including electric powered vehicles, medicinal marijuana, online lending platforms, and IT and telecommunications infrastructures.

Representative Greenberg Traurig 2020 SPACs deals:

IPOs:

  • Representation of DD3 Acquisition Corp. II in its $110 million IPO on Nasdaq.
  • Representation of Concord Acquisition Corp. in its $240 million IPO on the NYSE.
  • Representation of New Beginnings Acquisition Corp. in its $100 million IPO on Nasdaq.
  • Representation of DPCM Capital, Inc. in its $300 million IPO on the NYSE.
  • Representation of Barclays Capital, Inc. as underwriters in connection with Motion - Acquisition Corp.’s $115 million IPO on Nasdaq.
  • Representation of Raymond James & Associates, Inc. and EarlyBirdCapital, Inc. as underwriters in connection with Recharge Acquisition Corp.’s $200 million IPO on Nasdaq.
  • Representation of GO Acquisition Corp. in its $500 million IPO on the NYSE.
  • Representation of Mizuho Securities USA, LLC and I-Bankers Securities, Inc. as underwriters in connection with Burgundy Technology Acquisition Corp.’s $300 million IPO on Nasdaq.
  • Representation of Kismet Acquisition One Corp. in its $250 million IPO on Nasdaq.
  • Representation of Capstar Special Purpose Acquisition Corp. in its $240 million IPO on the NYSE.
  • Representation of Cowen and Company, LLC as underwriter in connection with Panacea Acquisition Corp.’s $125 million IPO on the NYSE.
  • Representation of EarlyBirdCapital, Inc. and I-Bankers Securities, Inc. as underwriters in connection with Interprivate Acquisition Corp.’s $210 million IPO on the NYSE.

Business Combinations:

  • Representation of Arrival S.à r.l. in its $5.4 billion business combination with SPAC CIIG Merger Group – Arrival S.à r.l. is a BlackRock-backed UK electric vehicle company that manufactures zero-emission buses and vans designed for public transit and commercial fleets.
  • Representation of InterPrivate Acquisition Corp. in its $2.1 billion business combination with Aeva, Inc. – Aeva was the first company to provide a perception platform built from the ground up on Silicon Photonics for mass scale application in automotive, consumer electronics, and other sectors.
  • Representation of Replay Acquisition Corp. in its $1.9 billion business combination with Finance of America Equity Capital, LLC – Finance of America is a Blackstone-backed end-to-end lending and services platform that operates in market sectors that include mortgages, reverse mortgages, commercial real estate and fixed income investing.
  • Representation of United Wholesale Mortgage in a $16.1 billion merger with Gores Holdings IV, Inc. – The transaction is considered the largest SPAC deal ever.
  • Representation of ARKO Holdings Ltd. in its $1.4 billion business combination with Haymaker Acquisition Corp. II – ARKO is an Israeli public holding company whose primary asset is a controlling stake in GPM Investments, LLC, the seventh largest convenience store chain in the United States.
  • Representation of Schultze Special Purpose Acquisition Corp. in its $255 million business combination agreement with Clever Leaves International, Inc. – Clever Leaves is a Canada-incorporated medical cannabis producer.
  • Representation of Nebula Acquisition Corporation in connection with its $1.3 billion definitive business combination agreement with Open Lending – The challenge in the deal was the many private funding rounds for Open Lending prior to the SPAC transaction. The company had 150+ stockholders – complex in a public structure.
  • Representation of Pensare Acquisition Corp. in its $65 million business combination with Stratos Management Systems, Inc., which does business as Computex Technology Solutions – Computex is a leading IT Solutions and Managed Services Provider. With the closing of the transaction Pensare was renamed American Virtual Cloud Technologies, Inc.
  • Representation of VectoIQ Acquisition Corp. in its $3 billion merger agreement with Nikola Corporation – This deal was unusual in size, novel product, and its involving SPAC acquisition of a pre-revenue company. The Annex/GT team had to move exceptionally fast: 14 days after acquisition closing, the company filed a proxy with the SEC.
  • Representation of DD3 Acquisition Corp. in its $367 million business combination with Betterware – This deal resulted in Betterware becoming the first Mexican company directly listed in Nasdaq. The tax/corporate structuring was complex to provide roll over treatment into an entity that could trade without American Depository Receipts.
  • Representation of Landscape Acquisition Holdings Limited, a publicly traded company sponsored by Toms Capital, LLC and Imperial Cos Ltd., in its $860 million business combination with AP Wireless – AP is a leading global cell site lease investment firm. With the closing of the transaction Landscape was renamed Radius Global Infrastructure, Inc. This was completed using the UK Cash Shell that the Annex/GT team created, whose structure replicates private equity investment in an M&A format.

About Greenberg Traurig, LLP: Greenberg Traurig, LLP (GT), has approximately 2200 attorneys in 40 locations in the United States, Latin America, Europe, Asia, and the Middle East. GT has been recognized for its philanthropic giving, diversity, and innovation, and is consistently among the largest firms in the U.S. on the Law360 400 and among the Top 20 on the Am Law Global 100. The firm is net carbon neutral with respect to its office energy usage and Mansfield Rule 3.0 Certified. Web: http://www.gtlaw.com

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