SPACs

Overview

Despite the generally soft market for initial public offerings (“IPOs”), special purpose acquisition companies (“SPACs”) have grown in popularity. SPACs can be a great business opportunity, but the process requires counsel familiar with each step of the transaction.

Blank Rome has established itself as a leader in completing these types of specialty offerings. For underwriters, we have raised in the aggregate more than $292 million in connection with IPOs of SPACS, and for issuers, we have raised in the aggregate more than $310 million. We will counsel you through every step, from structuring the transaction, the pre-IPO process, the IPO process, and choosing the management teams. 

Our lawyers also have significant experience assisting issuers going public through a business combination with a SPAC.  They counsel clients on structuring the transaction, addressing tax issues, negotiating letters of intent and the merger and ancillary agreements; undertaking a related financing, SEC filings and preparing to be a public company.

We also counsel both targets and SPACs in connection with their qualifying business combinations. We negotiate letters of intent and acquisition agreements, assist in preparation of proxy materials, and advise on other shareholder approval issues as they emerge.

How We Can Help

  • SPACs structure
  • registration statements
  • SEC reporting
  • Rule 144
  • NASDAQ listing rules
  • structuring a business combination
  • timeframe considerations
  • trust accounts and expenses
  • proxy statements
  • shareholder approvals and redemptions
  • liquidation 
  • tax issues

What Sets Us Apart

  • Our corporate attorneys authored several articles and alerts on SPACS, including:
    • “SPACs: An Emerging Exit Strategy" by Corporate, M&A, and Securities Practice Group Vice Chairman Brad L. Shiffman (The National Law Journal)
    • “SPACs Show Impressive Growth in the Investment Community and IPO Markets” by Partner Eliezer M. Helfgott (The Metropolitan Corporate Counsel)
  • 2019 U.S. News & World Report—Best Lawyers (Woodward/White, Inc.) national ranks:
    • M&A Law: Tier 1
    • Corporate Law: Tier 1
  • 2019 U.S. News & World Report—Best Lawyers (Woodward/White, Inc.) regional ranks:
    • M&A Law: Tier 1, Pittsburgh; Tier 2, Los Angeles and New York City
    • Corporate Law: Tier 1, Philadelphia and Pittsburgh; Tier 3, Los Angeles
  • 2017 Legal 500 ranked Blank Rome top-tier in M&A Middle Market, and stated that the Firm is “extremely active in the purchase, sale, and combination of business entities.”
  • Chambers USA 2017 ranks Blank Rome for its Corporate/M&A work:
    • “a middle-market focused team advising clients on matters including public and private M&A, joint ventures and securities offerings.”
    •  “sophisticated Corporate/M&A practice receives much client praise for its ‘outstanding service and dynamic, entrepreneurial approach.’”
    • “(Focusing) in midmarket transactional matters… The group wins widespread praise for its excellent service and ‘strong talented lawyers who respond instantaneously. ‘Sources also admire the practice because it ‘truly values and invests in its relationships with clients’”
  • Our attorneys are frequent lecturers on M&A matters, and are well-known for “writing the book” on all aspects of valuing and selling businesses and capital formation entitles, such as The Complete Guide to Valuing and Selling Your Business by Partner Frederick D. Lipman.