Dealwatch: Cazoo and Arrival fill up on SPAC bonanza while Slaughters concludes the Covid vaccine contract
The madness and coronavirus of the Special Purpose Acquisition Company (SPAC) have pushed the market further in the past few days. Transatlantic corporate teams steer the multi-billion dollar Cazoo and Arrival deals, while an agreement to acquire Covid-19 vaccines has proven successful in the arm for Slaughter and May and Covington.
The Cazoo de-SPAC announced important mandates for Freshfields Bruckhaus Deringer, Kirkland & Ellis, Slaughters and Cravath, Swaine & Moore. UK online car dealer and AJAX I, a publicly traded SPAC, are merging to form a company valued at $ 7 billion. The combined company will retain the Cazoo brand and will be listed on the New York Stock Exchange.
The transaction is the process by which the combined SPAC – also known as the blank check company – and the target company are listed in an outcome similar to an IPO that spans M&A and capital markets. It has become a popular method of raising capital for the founders of high growth companies as it allows them to retain some element of control over the companies they started after they went public. In this case, Alex Chesterman, who founded Cazoo in 2018, will continue to lead the company while AJAX founder Dan Och will join the board of directors.
The deal is expected to generate gross proceeds of $ 1.6 million, including a $ 805 million escrow money from AJAX I and a $ 800 million PIPE led by AJAX sponsors and D1 Capital Partners. It is backed by investors such as Altimeters, funds and accounts managed by BlackRock, Counterpoint Global (Morgan Stanley) and the Fidelity Management and Research Company, Marcho Partners, Mubadala Capital, Pelham Capital, Senator Investment Group and Spruce House Partnership.
The Kirkland team advising AJAX I is led by corporate partner Cole Parker of Chicago and includes corporate partners Ryan Harris in Chicago, Debbie Yee in Houston, Stuart Boyd in London and Katherine Bryan in Chicago, as well as tax partners Lee Morlock in Chicago and Alan Walker in London.
The Freshfields team that represents Cazoo consists of corporate partners Sebastian Fain and Valerie Ford Jacob, tax partner Robert Scarborough and employment partner Lori Goodman in New York. The London contingent includes corporate partners Natasha Good and James Smethurst, as well as tax partner Peter Clements and employment partner Alice Greenwell. The team works with Cazoo General Counsel and Freshfields alumnus Ned Staple.
Cravath and Slaughters act for Daily Mail and General Trust, which own 20% of Cazoo through their venture capital arm Dmg Ventures. The Cravath team is led by partners Richard Hall and Keith Hallam in M&A matters and Nicholas Dorsey in capital markets matters. The Slaughters team is led by corporate partner David Watkins and includes Gareth Miles, a tax advisor.
Akin Gump, Linklaters and Greenberg Traurig advised the vehicle and deSPAC issue and advised Akin Gump, Linklaters and Greenberg Traurig as Arrival, an electric vehicle development company that, after its combination with CIIG Merger Corp. is valued at $ 5.4 billion on the Nasdaq.
CIIG was a Delaware SPAC founded by Peter Cuneo, Gavin Cuneo, and Michael Minnick to assist Arrival in its plans to use approximately $ 660 million in gross proceeds to expedite delivery of its electric vehicles and its global network of Expand microfactories.
Harry Keegan, corporate partner of Akin Gump in London, advised CIIG on corporate law in England, and Davina Garrod, partner in London, advised on competition law on the acquisition of Arrival. The team also included California-based partner Alice Hsu and Svetlana Volevich in Moscow.
Advice on arrival was provided by Greenberg Traurig Miami partners Alan Annex and Ken Gerasimovich in New York, Linklater’s London partners Stuart Bedford and Rémy Bonneau and Manfred Mueller in Luxembourg.
Commenting on the transaction, Harry Keegan of Akin Gump commented: “This deal demonstrates the tremendous potential for high quality European companies to go public in the US by merging with a US SPAC and the significant benefits that the SPAC- Brings model for the listing process. “
While SPACs are a product born and bred in the US, market participants are confident that proposals published last month in the UK Listing Review, led by Lord Hill, could cause the London Stock Exchange to make changes to the UK Taking advantage of listing rules that would allow you to catch up with more attractive competitive stock exchanges in the US, Europe and Asia.
Slaughters has shown up elsewhere and has been given a key mandate alongside Covington to advise on an agreement between Africa and Johnson & Johnson (Janssen) to purchase up to 400 million doses of Covid-19 vaccines.
In a so-called “historic Covid-19 vaccine procurement agreement”, all member states of the African Union will have access to 220 million doses of the Johnson & Johnson single vaccine through the African Vaccine Acquisition Trust (AVAT). with the potential to order another 180 million cans. The vaccines will be made available to African countries over a period of 18 months via the African Medical Supplies Platform (AMSP).
Slaughters advised on the founding of AVAT and the takeover with a team led by trading partners Robert Chaplin and Duncan Blaikie and financial partner Oliver Wicker. Corporate partner Lucinda Osborne from Covington worked for Johnson & Johnson under the agreement.
Chaplin told Legal Business, “All vaccine manufacturers have queues for their vaccines. You cannot be placed in the queue until you have signed a pre-sale agreement. So we had to sign it and be able to sign it quickly. The establishment of AVAT was crucial as the COVAX program, which aims to provide equitable global access to Covid-19 vaccines, has not delivered the number of vaccines a number of African countries were hoping for. The decision by AVAT to enter into contractual arrangements for the logistics of the introduction independently of the purchase of the vaccines was also the key to achieving this so quickly. ‘
Eventually, Morrison & Foerster and Kirkland took the lead when SoftBank agreed to acquire a 40% stake in robotics technology company AutoStore for $ 2.8 billion from funds made with Thomas H. Lee Partners, EQT Private Equity and other shareholders are connected.
The MoFo team advising SoftBank was led by London corporate partner Andrew Boyd and included London corporate partner Simon Arlington and San Francisco corporate partner Eric McCrath.
The Kirkland team that advised the vendors was led by Chicago corporate partners Ted Frankel and Christopher Elder.