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Capabilities / Special Purpose Acquisition Companies (SPACs)

Special Purpose Acquisition Companies (SPACs)

Providing sophisticated, comprehensive legal counsel on complex deal structures.

After a lull in the usage of special purpose acquisition companies (SPACs), entrepreneurs and investors have returned to SPACs in force over the past year, raising more capital in 2020 for SPACs than in the prior ten years combined. Husch Blackwell’s transactional teams have helped lead the way, representing both buyers and sellers in complex SPAC transactions.

Due to the complexities involved in SPAC-led transactions, our firm brings together a multi-disciplinary group of lawyers in order to provide a comprehensive, end-to-end team capable of addressing the interconnected legal challenges these deals present, including M&A, corporate and securities, capital markets, antitrust, intellectual property and employee benefits and executive compensation. Importantly, our firm’s industry-first structure allows our deal teams to draw on a wealth of industry-specific regulatory expertise, especially in highly regulated industries such as healthcare, food and agribusiness and energy and natural resources.

Sponsors

Our attorneys handle SPAC-related legal and business challenges for sponsors at all phases of operations. Our corporate and securities teams assist sponsors in structuring SPACs—including industry-themed SPACs—and in preparing and executing initial public offerings. Crucially, at the earliest stages, our combined team provides sponsors with access to Husch Blackwell’s robust network of investment bankers, accountants and other deal professionals who have significant experience with both SPACs and the array of middle-market private companies that are frequently acquisition targets, helping our sponsor clients identify potential deals more quickly and efficiently.

Increasingly, SPAC sponsors serve as agents of consolidation within various industries, using their financial resources to roll up smaller operating companies into a larger, publicly traded entity. Our SPAC team is well acquainted with these complex, multi-target transactions and can assist clients from the pre-IPO stage through to the de-SPAC process, including business combination agreements, registration statements, and follow-on PIPE transactions to meet post-SPAC financing needs.

Acquisition Targets

Our team has decades of experience assisting clients on sell-side transactions, particularly middle-market privately owned businesses. Husch Blackwell is recognized by Legal 500 as a leading middle-market M&A firm and advises companies at all phases of dealmaking, from the initial approach through to closing.

For equity owners actively seeking an exit, our team provides advice that helps prepare companies for sale. In the SPAC context, we use our deep public company experience and industry-first approach to help private businesses overcome potential regulatory hurdles to consummating a transaction. In all instances, we leverage our network of financial and strategic buyers for the benefit of our sell-side clients, generating transaction opportunities and using our market knowledge to assist in the sale process.

Underwriters & Placement Agents

Husch Blackwell routinely serves as underwriters’ counsel in securities offerings and represents placement agents in PIPE transactions. We provide clients with a deep perspective on counterparty risk, using our industry knowledge, sound judgment, and related regulatory experience to help structure and draft agreements that preserve value and manage risk.

News Releases | July 28, 2021
Husch Blackwell Joins UpHealth in Opening Bell Celebration

Led out of the firm’s Milwaukee office, Husch Blackwell represented UpHealth in its recently closed business combination that created a publicly traded, comprehensive global digital healthcare company.

News Releases | June 24, 2021
Husch Blackwell Represents Northern Genesis in Embark Trucks Merger

This latest transaction marks the third major de-SPAC transaction that Husch Blackwell has handled in the first half of 2021.

  • Represented UpHealth Holdings, Inc. in its merger with GigCapital2, Inc. This matter involved addressing extensive healthcare licensing and regulatory complexities and comprised the acquisition by UpHealth of five operating companies, one of which was a cross-border acquisition of an India-based target, the negotiation of the business combination agreement with GigCapital2, a PIPE and convertible note round totaling $285M, and the additional merger of Cloudbreak Health, LLC. Upon completion in June 2021, the implied market capitalization is approximately $1.35B and UpHealth will be one of the largest global digital health companies.
  • Represent Northern Genesis Acquisition Corp. I in a cross-border acquisition of Canada-based Lion Electric, a maker of electric trucks and buses, that included a $200 million PIPE investment and an implied market capitalization of $1.9 billion.
  • Representing Colorado marijuana dispensary in a SPAC-led merger valued up to $425 million.
  • Represent a company in a de-SPAC transaction that once consummated will deliver to the public market a digital operating system for money comprised of a large OTC trading platform and an exchange for digital assets built on blockchain technology.
  • Represent Northern Genesis Acquisition Corp. II in an acquisition of San Francisco-based Embark Trucks, a leading developer of autonomous software technology for the trucking industry, that included a $200M PIPE investment and an implied market capitalization of $5.16B.
  • Represented Talkspace Inc. in its merger with Hudson Executive Investment Corp., that included a $300M PIPE investment. Upon completion in June 2021, the implied market capitalization is approximately $1.4B and Talkspace is the first and only publicly traded virtual behavioral health company.
  • Represent a global clean energy waste management holding company in a cross-border, multi-target acquisition and de-SPAC transaction that has an implied market capitalization of approximately $2B.
  • Represent a multi-faceted air mobility, autonomy & aerospace platform in a cross-border, seven-target acquisition and de-SPAC transaction that has an implied market capitalization of approximately $1.5B.
Testimonials Al Gatmaitan, Co-Chief Executive & President, UpHealth, Inc.

"Kate Bechen and the entire Husch Blackwell team were fantastic counsel. True experts and wise advisors in multiple areas to assist with our business combination."

Read how invested partnerships make a difference
Testimonials Dr. Chirinjeev Kathuria, Co-Chairman and Co-founder, UpHealth

“To see our company being traded on the New York Stock Exchange is a huge testament to the entire Husch Blackwell team’s ability. Led by Kate Bechen, Husch Blackwell successfully guided us through the complex SPAC process, which now allows us to scale our operations in a healthcare market ripe for much-needed change and innovation.”

Read how invested partnerships make a difference
News Release

Husch Blackwell represents UpHealth Holdings in SPAC combination.

Read the news release

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