Special Purpose Acquisition Companies

• The underwriters in connection with the US$200 million IPO by GigCapital3, Inc., a NYSE-listed SPAC focused on the technology, media and telecommunications (TMT) sector.
• ConvergeOne, a Clearlake Capital-backed IT services provider, in its US$1.2 billion business combination with Forum Merger Corporation, a NASDAQ-listed SPAC, and launch of ConvergeOne as a public company (NASDAQ: CVON) and its subsequent US$1.8 billion sale to affiliates of CVC Capital Partners.
• A SPAC sponsor institutional investor in the US$414 million IPO by CC Neuberger Principal Holdings I, a NYSE-listed SPAC focused on the financial, technology and business services sectors, and the US$828 million IPO by CC Neuberger Principal Holdings II, a NYSE-listed SPAC.
• Sirius International Insurance Group, a Bermuda-based reinsurance holding company, in its all-stock merger with Easterly Acquisition Corp., a NASDAQ-listed SPAC. This innovative transaction, a U.S.-Bermuda cross-border, tax-free merger, resulted in Sirius becoming a publicly traded company (NASDAQ: SG) with a US$2.2 billion initial market capitalization. In connection with the merger, we also represented Sirius in the significant related preferred and common equity PIPE and backstop financing transactions.
• Several investors participating in a common equity PIPE financing in New Frontier Corporation, a NYSE-listed SPAC, in connection with the SPAC’s pending acquisition of United Family Healthcare.
• Luxor Capital Group in its senior secured term loan and convertible debt financing for the initial SPAC-related acquisition of Waitr, Inc. (NASDAQ: WTRH) and its subsequent acquisition of BiteSquad.com, LLC.
• Kaleyra, a cloud communications software provider, in its agreement to combine with GigCapital, a NYSE-listed SPAC.
• Hennessy Capital Acquisition Corp. II, a SPAC, in its all-stock merger with Texas-based Daseke, Inc., a specialty trucking and logistics company and leading consolidator in the open-deck freight market in North America. As a result of this high-profile merger, Daseke became a publicly traded company (NASDAQ: DSKE) with an initial enterprise value of approximately US$700 million. In connection with the merger, we also represented the SPAC in significant related debt and equity financing transactions, including convertible preferred and common equity PIPE and backstop financings, and the negotiation of a complex earn-out with the sellers.
• Xynomic Pharmaceuticals, Inc. in its US$450 million all-stock merger with Bison Capital Acquisition Corp., a SPAC, and launch of Xynomic as a public company (NASDAQ: XYNO). In connection with the merger, we also represented the target company and sellers in the negotiation of a significant common stock earn-out arrangement and in the related SPAC common equity backstop financing.
• Hennessy Capital Acquisition Corp., a SPAC, in its acquisition of school bus manufacturer Blue Bird Corporation from Cerberus Capital in a cash/stock deal valuing Blue Bird at approximately US$500 million and launch of Blue Bird as a public company (NASDAQ: BLBD). In connection with the acquisition, we also represented the SPAC in its warrant tender offer and convertible preferred and common equity PIPE and backstop financings.
• William Blair, as financial adviser to Levy Acquisition Corp., a SPAC, in its US$500 million acquisition of Del Taco Restaurants, Inc. (NASDAQ: TACO).
• A hedge fund client in its private equity investment in connection with the IPO of Churchill Capital Corp., a NYSE-listed SPAC.
• Numerous private equity and hedge fund clients, providing advice regarding various SPAC structure/formation, investment and business combination transaction matters, including in connection with sale processes.

*Includes matters handled by lawyers prior to joining Sidley