Nebula Acquisition Corp. (NEBU), announced this morning that they have entered into a Business Combination Agreement with Open Lending, LLC, a leading provider of lending enablement and risk analytics solutions to financial institutions, with an implied estimated enterprise value at closing of approximately $1.3 billion.
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Carol Anne Huff, who previously wrote a series on the changes to Nasdaq’s listing standards, is back with another article. This time, on Direct Listings.
Below, Carol Anne dives into the NYSE’s proposal to allow companies to raise capital through a direct listing and whether the expansion of this IPO alternative will have an impact on the SPAC market.
Methodology:
In addition to the traditional methodology used whereby any bookrunner or lead manager gets full credit for IPO size to calculate deal volume, there are two additional rankings - volume by number of units sold and volume sold % market share (highlighted in green). For example, if SPAC-XYZ raised $500 million at IPO, and underwriter A sold $400 million of the same deal and underwriter B sold only $100 million, that’s how they will be credited. This methodology gives a more accurate window into the actual deal volume.
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For Full Year (FY) 2019, Ellenoff Grossman & Schole ("EGS"), once again, dominated the SPAC IPO Legal League tables with an astounding 33 legal assignments. That means EGS was the counsel on more than half of the 59 SPACs to IPO this year. Furthermore, EGS's Total Deal Volume was $7.3 billion, which accounts for approximately 27% of the 2019 SPAC IPO market share. Compared to EGS's 22 SPAC legal assignments in 2018, they increased their deal count by 50% in 2019. A tremendous effort.
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Below are the newly released SPAC Auditor League Tables for both the Fourth-Quarter, as well as Full Year 2019. As you can see below, the Auditor's League is essentially a two-horse race. Marcum LLP and WithumSmith+Brown ("Withum") consistently dominate the category, leaving little room for competition.
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Pivotal Acquisition Corp. (PVT), filed additional documents last night and included within the filing was the redemption results from their recent shareholder vote to complete their combination with KLDiscovery.
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(Oldie but a Goodie)
‘Twas the night before Christmas, when all through SPAC Land
Not a creature was stirring, not even Chardan;
The suit jackets were all hung by the desk chairs with care,
In hopes that a deal soon would be there;
The attorneys were nestled all snug in their chairs;
While visions of bonuses danced in their heads;
And my laptop in its sleeve, and I in my SPACInsider cap,
Had just settled my brain for a long winter’s nap,
When out on sixth avenue, there arose such a clatter,
I sprang from my desk to see what was the matter.
Allegro Merger Corp. (ALGR), adjourned their shareholder vote (scheduled for today) to January 3, 2020, and made a few important changes to their proxy.
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Diamond Eagle Acquisition Corp. (DEAC) announced this morning that they have entered into a Business Combination Agreement with DraftKings and SBTech, to create the only vertically-integrated U.S.-based
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This morning, in a surprise Friday announcement, ahead of a holiday week, Act II Global Acquisition Corp. (ACTT), announced their combination with Flavors Holdings Inc., and its subsidiaries, Merisant Company (“Merisant”) and MAFCO Worldwide LLC (“MAFCO”).
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Twelve Seas Investment Company (“Twelve Seas”) (NASDAQ: BROG), announced late yesterday evening that shareholders have approved their business combination with Brooge Holdings Limited. Shareholder vote results have not been filed yet, but per the press release, approximately 95.0% of the shares voted were voted in favor of the business combination.
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Mosaic Acquisition Corp. (MOSC), filed a new super 8-K this morning announcing that they had re-struck their deal with Vivint Smart Home, Inc. (“Vivint”).
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Pivotal Acquisition Corp. (PVT), filed an 8-K this afternoon detailing the results of their recent shareholder vote to approve their business combination with KLDiscovery, a global provider of electronic discovery and information governance services to Fortune 500 companies.
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Mosaic Acquisition Corp. (MOSC), which was scheduled to hold their shareholder vote today to approve their combination with Vivint, announced this morning that they have adjourned their meeting and rescheduled for Friday, December 20th.
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Twelve Seas Investment Company (“Twelve Seas”) (NASDAQ: BROG), announced this morning that it had adjourned its extraordinary general meeting yesterday and will now hold its shareholder vote tomorrow, December 19th, 2019.
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The month of December has been thick with deal announcements so far and it doesn’t appear to be slowing down any time soon. Tonight, to add to the tally, HL Acquisitions Corp.
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Health Sciences Acquisition Corp. (HSAC), filed an 8-K this afternoon detailing the results of their recent shareholder vote to approve their business combination with Immunovant Sciences, Ltd., a clinical-stage biopharmaceutical company focused on autoimmune diseases.
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Kaleyra, Inc. (KLR), which recently combined with GigCapital, announced today their intention to exchange their outstanding public warrants for newly issued shares of KLR. No details were given just yet on the terms or at what price, but they intend to begin the warrant exchange prior to the end of the year.
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Pivotal Acquisition Corp. (PVT), released this morning that they have secured another $100 million backstop commitment, this time with the Ontario Teachers’ Pension Plan and another large global financial institution (unnamed).
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TKK Symphony Acquisition Corporation (TKKS) today announced that it would be extending the expiration of its tender offer to purchase up to 25,000,000 shares at a purchase price of $10.28, for a third time.
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