Free Speech, Due Process and Trial by Jury
Elon Musk's SpaceX filed a Form S-1 with the Securities and Exchange Commission Wednesday for a much-anticipated initial public offering of its common stock that will trade on Nasdaq and Nasdaq Texas under the symbol "SPCX."
Gibson, Dunn & Crutcher is advising SpaceX led by capital markets partners George Sampas in New York and Hillary Holmes, Harrison Tucker and Atma Kabad in Houston. Davis Polk is advising the underwriters.
Even if the Securities and Exchange Commission gives public companies permission to report less often, will investors, analysts and lenders actually let them? That is the central question raised by the Commission’s May 5 proposal to allow U.S. public companies to replace quarterly Form 10-Q filings with semiannual reports on a new Form 10-S — the most significant proposed change to the periodic reporting framework since quarterly reporting became mandatory in 1970.
For the week ended May 9, the CDT Roundup is reporting 21 deals valued at nearly $11.3 billion. And that doesn't include a $3.25 billion notes offering that closed three weeks ago nor the $56 billion unsolicitied offer for eBay by $11 billion-market-cap GameStop scooped by The Wall Street Journal last week.
White & Case is advising Grapevine-based GameStop, with a team led from New York. GameStop's general counsel is Mark Robinson, who received the 2023 DFW Corporate Counsel Award for General Counsel of the Year for a Small Legal Department.
That and more in this edition of CDT Roundup.
For the week ended April 25, the Roundup reported on 11 deals worth about $19.7 billion, or maybe $69.7 billion, depending on how SpaceX's latest acquisition pans out.
Aside from the SpaceX rent-to-own deal this week's slate of transactions includes the acquisition of a Brazilian Rare Earth source with a 15-year offtake agreement with the U.S.-backed buyer already in place; a $1.5 billion investment in a REIT that specializes in communications towers; the reverse-merger of an offshore oil services firm with a Houston-based competitor; the acquisition of a fiber provider in Alaska; the sale of a compression services provider to a Lubbock firm and the sale of a minority stake in a hyperscale data center developer.
That and more in this edition of CDT Roundup.
SpaceX said in a social media post that it has an option to acquire Cursor later this year for $60 billion, "or pay $10 billion for our work together.” That work is aimed at creating “the world’s best coding and knowledge work AI.”
Gibson Dunn advised SpaceX, while Kirkland advised Cursor.
The CDT Roundup saw 11 deals reported for the week ended April 4 with a total valuation of nearly $33 billion. The prior week had 13 deals reported with a total value of $10.7 billion, while a year ago at this time there were 19 deals valued at $27.76 billion.
The bulk of the week’s value derives from a $29.1 billion megamerger between two food distribution giants, Sysco and Jetro Restaurant Depot.
But the most interesting may be the much smaller acquisition — finally — of The Container Store by Beyond, Inc., better known by its pre-bankruptcy moniker Bed Bath & Beyond.
That and more in this edition of CDT Roundup.
ExxonMobil’s shareholders are being asked to cast a vote this May that they may not fully understand. The company’s board has unanimously recommended moving its state of incorporation from New Jersey to Texas, framing the change as a step toward “maximizing shareholder value.” That framing is misleading. What the reincorporation actually does is place ExxonMobil under a body of Texas corporate law that gives the board sweeping authority to restrict shareholder rights at any time, through a simple bylaw amendment, without asking shareholders for permission. Shareholders are being invited to approve a transaction that hands the board the keys to a governance regime that those same shareholders may one day wish they had never unlocked.
For the week ended March 21, the CDT Roundup saw 11 deals with a total reported value of about $7.5 billion, mostly attributable to Constellation Energy shedding some PJM assets to LS Power for $5 billion. A Houston energy services company leaped up in the supply chain, acquiring an Irving energy company and 30 turbine delivery slots; a U.K. hyperscaler bought a power company in order to build one of the world's largest AI factories in West Virginia; two blank check companies issued IPOs in search of "disruptive technology companies" and "robotics, electric vehicles, drones, unmanned aerial systems and fintech" firms. That and more in this edition of CDT Roundup.
ExxonMobil announced Tuesday that its board seeks shareholder approval to change the company’s legal permanent home to Texas from New Jersey.
Gibson Dunn advised the company with a team led by Houston partners Gerry Spedale, Hillary Holmes and Tull Florey, as well as Washington, D.C., partner Ronald Mueller. Jeff Taylor is Exxon's general counsel.
The rapid expansion of AI is creating a “super cycle” in data centers, combining headline megadeals with a powerful but less visible middle‑market M&A surge in specialized infrastructure and services. Investors are racing to build and acquire hyperscale facilities, while private equity sponsors increasingly target mission‑critical providers in areas such as cooling, electrical, HVAC, plumbing and more to keep data centers humming around the clock. Legal advisors and their financial counterparts report increasingly sophisticated deal structures (and widely available capital) to support expansion and acquisitions.
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