Kelley Drye has served as issuer's or underwriter's counsel for sixteen SPACs since 2006.
M. Ridgway Barker, the Chairman of the firm's Corporate Finance and Securities Law practice group, has presented at a number of third-party programs on SPACs and has co-authored several articles, including:
Representative SPAC Transactions
Kelley Drye has served as counsel to the issuer or underwriters for the following SPACs which have filed registration statements:
| Issuer |
Offering Size |
Navitas International (India) |
$120,000,000 |
| Platform Acquisition (Services) |
$100,000,000 |
| Symmetry Holdings (Metals and Mining) |
$150,000,000 |
| China Energy Partners (China) |
$200,000,000 |
| Dellacorte Acquisition (Unspecified) |
$150,000,000 |
| Foreign Private Issuer which has filed an F-1 Registration Statement on a confidential basis |
$200,000,000 |
Symmetry Holdings completed its initial public offering on March 12, 2007, generating aggregate gross proceeds of $150 million. Subsequently, Symmetry completed its acquisition in record time by consummating the acquisition of all the outstanding common stock of Novamerican Steel, Inc. on November 15, 2007 for $585 million in a highly leveraged transaction.
Novamerican is a well-established steel service center, processor and tubing manufacturer in North America and the only public company to be acquired by a SPAC. Kelley Drye is able to bring unique insight to the SPAC market, since Mr. Barker is also one of the founding stockholders and a director of Symmetry.
Kelley Drye lawyers have been counsel to other SPACs as well, including:
| Issuer |
Offering Size |
Community Bankers Acquisition |
$60,000,000 |
| Everest Acquisition |
$91,000,000 |
| Freedom Acquisition |
$480,000,000 |
| Global Logistics Acquisition |
$80,000,000 |
| Jaguar Acquisition |
$24,000,000 |
| Media & Entertainment Holdings |
$86,400,000 |
| Millennium India Acquisition |
$58,000,000 |
| Paramount Acquisition |
$51,000,000 |
| Pharmamatrix Acquisition |
$32,000,000 |
| Restaurant Acquisition Partners |
$20,000,000 |
| Stone Arcade Acquisition |
$120,000,000 |
Is a SPAC Right for You?
SPACs are no longer a niche product. They have developed into a mainstream acquisition structure, attracting top-tier management teams, sponsors and underwriters.
- Since 2003, there have been 152 successful SPAC IPO offerings
- These 152 SPACs have raised over $20 billion
- For 2007, SPACs represented over 25% of the total U.S. IPO market
- Of the 152 completed IPOs, 80 have publicly announced business combinations
- Of the 80 which have announced, 45 have completed their transactions
- There are 27 pending SPAC M&A transactions in SEC review and awaiting their stockholder meetings
- As of February 14, 2008, 8 SPACs have dissolved and returned the capital from their trust accounts
Are you considering whether to sponsor a SPAC? Have you done your IPO and are you now hunting for an attractive target? Are you a C-level executive considering whether to sponsor a SPAC management?
Whether you are a SPAC sponsor or investor, or interested in selling or merging your company with a SPAC, you have to consider the many factors that go into the probability of a successful transaction.
For further information, please contact
M. Ridgway Barker at (203) 351-8032 or mrbarker@kelleydrye.com.
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