Latham & Watkins announced on Jan. 25 it had advised on two go-public deals worth more than $1 billion each involving the red-hot special purpose acquisition company (SPAC) market, with Houston partner Ryan Maierson in the lead on both.
The news comes on the heels of a hot streak in activity by special-purpose acquisition companies (SPACs), which offer a quicker alternative to going public than a traditional initial public offering. At least 242 SPACs were launched in 2020, according to the New York Times, and an average of five per business day have been introduced since the start of 2021, according to Morning Brew.
In the larger deal, residential management software provider Latch plans to go public via a merger with a SPAC backed by Tishman Speyer Properties that values the combined company at $1.56 billion.
The SPAC, TS Innovation Acquisitions, will fund the deal with $300 million in cash held in trust from its initial public offering in November of last year. In addition, a $190 million private investment in public equity (PIPE) financing will also support the transaction.
Latham is representing Latch in the transaction with a corporate deal team led by New York partner Marc Jaffe and Houston partners Maierson and Nick Dhesi, with Orange County associate Nima Movahedi and Houston associates Clayton Heery, Erin Lee, Austin Sheehy, and Ziyad Barghouthy.
Sullivan & Cromwell is acting as legal advisor to TS Innovation Acquisitions.
Goldman Sachs is acting as exclusive financial advisor to Latch and acted as joint placement agent on the PIPE financing.
Allen & Company and BofA Securities are acting as joint financial advisors to TS Innovation Acquisitions and also acted as joint lead placement agents on the PIPE.
The smaller deal will see residential solar fintech venture Sunlight Financial merge with Apollo-backed blank-check firm Spartan Acquisition in a deal that values the combined company at $1.3 billion.
Latham acted as the legal advisor to private investment in public equity (PIPE) placement agents (Credit Suisse, Citi and Cowan) to Spartan, with a Houston-based corporate deal team led by Maierson, with associates Monica White, Bryan Ryan and Dylan Carroll.
Hunton Andrews Kurth acted as the legal advisor to Sunlight with a team led by Houston partners Mike O’Leary and Taylor Landry. They were assisted by associates Mike Hoffman, Erin Jennings, Amanda Thienpont, Oliver Fankhauser, Hannah Bradley, Marshall Heins, Kelli Regan, Casey Shaw, Samantha Siegler, all of Houston, as well as associate Candace Moss in Washington, D.C.
Houston partners Tom Ford and Allison Mantor pitched in on tax matters, along with associate Tim Strother.
Partner Tony Eppert and associate Emilie Pfister advised on compensation and benefits from Austin.
Vinson & Elkins represented Spartan in the transaction with a corporate team led by partners Ramey Layne of Houston and John Kupiec and Jim Fox of New York, Houston counsel Crosby Scofield and senior associates Anne Peetz of Houston and Zachary Swartz of Richmond.
A number of associates assisted including Jordan Fossee and Miles Fortenberry of Houston. On tax matters, advising were partners David Peck of Dallas and Jason McIntosh of Houston, senior associate Allyson Seger of Austin, and associate Christina McLeod of Washington, D.C. New York counsel Julia Petty and Houston associate Mary Daniel Morgan handled executive compensation and benefits, while partner Sean Becker and counsel Christie Alcalá, both of Houston, advised on labor and employment.
Partner Devika Kornbacher, who splits her time between New York and Houston, and associate Briana Falcon of Houston advised on technology transactions and intellectual property. Meanwhile, partner Matt Dobbins and senior associate Jennifer Cornejo, both of Houston advised on environmental matters.
Gibson Dunn & Crutcher advised the transaction committee of the board of directors of Spartan with a team based in New York. None of the firm’s Texas lawyers were involved.
In addition to its role as placement agent, Citi acted as exclusive financial advisor to Sunlight, which provides residential solar contractors with “seamless point-of-sale” financing capabilities, and the company says it has already funded over $3.5 billion of loans through its proprietary platform.
As part of the deal, investors led by Chamath Palihapitiya, Coatue, BlackRock, Franklin Templeton and Neuberger Berman Investment Advisers have committed to invest $250 million in a private purchase of Spartan’s Class A Common Stock at $10 per share immediately prior to closing, expected in the second quarter of the year.