De spac transaction structure11/13/2023 Enhance disclosure requirements related to SPACs and de-SPAC transactions to more closely align with the requirements of companies engaging in a traditional initial public offering (“IPO”) process.The proposed new rules and amendments would, among other things, if adopted: Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related to projections. A de-SPACing is truly a hybrid of a traditional M&A transaction and a capital markets transaction and requires a legal team like Katten with experience representing portfolio companies, private companies, sellers and SPAC acquirors in every stage of a de-SPACing.On March 30, 2022, the U.S. The process of a private company combining with a SPAC is referred to as a "de-SPACing" transaction. From due diligence to negotiating the underwriting agreement to closing matters, we work closely with all stakeholders throughout the IPO process to ensure a smooth offering. Our team provides thoughtful and timely information on key legal issues, commercial considerations and compliance issues. Katten represents investment banks serving as underwriters in SPAC IPOs. We work with investors to focus on key investment terms, including (i) lockup agreements, (ii) registration rights and (iii) governance arrangements. We represent investment funds in the negotiation and execution of these transactions, including forward purchase agreements and private investment in public equity (PIPEs) and the legal, commercial and regulatory implications of these transactions. The rise in SPAC transactions has increased demand for alternative financing arrangements in connection with business combinations. Setting executive compensation arrangements.Establishing a corporate governance regime and counseling the board of directors.Navigating the initial listing process with NASDAQ or the New York Stock Exchange. Negotiating underwriting terms and assisting with roadshow and marketing materials.Drafting the SEC registration statement and prospectus and working with the SEC staff to address comments and obtain "effectiveness" of the registration statement.Forming and structuring the sponsor entity and establishing the economic terms of the sponsor and the SPAC.We help clients work through complex transaction structures and compliance issues and ensure that they have the right market and commercial terms for the transaction, including: The Katten team represents investment funds and industry professionals in all aspects of a SPAC IPO. Our strong capital markets and M&A experience allows us to take a leading role in the transaction, providing our clients with end-to-end counsel and building long- term relationships that allow us to address the ongoing demands and complexities of a public company transaction. Comprehensive services at the intersection of M&A and capital markets
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