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July 6, 2020
Welcome to the SPAC Research weekly newsletter.

Year to Date Review
It's been a busy first half for SPACs, with an exuberant Q1 that ended in an historic selloff. Then as the broader market rebounded in Q2, SPACs came roaring back, with record issuance and a surge in the number of pending deals and LOIs trading above cash in trust.

Thirty-eight SPACs have now raised $12.1bn in 2020, and $5.7bn worth of IPOs are on file, putting the market on pace to blow past last year's record issuance by the middle of July.
A trend we explored in May continued, as more capital flowed towards SPACs without a specific sector focus. Those generalist SPACs have raised 63% of all SPAC capital this year, putting $7.6bn into trust accounts in search of an acquisition target.
1H 2020 Underwriting League Tables
Credit Suisse ran away with the title of most active underwriter in the first half, working on seven deals and earning $2.7bn in book-runner credit. CS was sole book-runner on both Social Capital SPACs in April and was also lead left on both Bill Foley SPACs that priced in Q2. With two $500mm deals on file, Credit Suisse is poised to overtake Cantor's record $3bn year from 2019 by the end of July.

Citi and Goldman Sachs rounded out the top three, both earning over $1.5bn in league table credit. Citi was lead left on the biggest SPAC of the year so far, Churchill III, and is also lead left on Pershing Square's upcoming $3bn SPAC. Goldman was a book-runner on six deals, equaling its total from 2019, and took over left lead for a couple of SPACs (Flying Eagle & CC Neuberger) whose principals had used different bankers on previous issuance.

As always, Credit for Book-runner Volume ($MM) is based on the total amount of the offering sold, including over-allotment. Full credit is awarded to the sole book-runner or split equally among joint book-runners.
1H 2020 Legal League Tables
Skadden worked on nine deals that raised almost $4bn in the first half of 2020, more than any other law firm.

Winston & Strawn was also very busy in the first half, working on eight deals worth over $3bn. But White & Case hired away Winston's SPAC team in June, and given that firm already has five IPO's on file, we expect White & Case to climb the league tables quickly in the second half.

Nine firms worked on deals that raised over $1bn in the first half, two more than the number that did so in all of 2019.

News From the Past Week

IPOs and S-1's
  • GS Acquisition Holdings Corp II (GSAH) raised $700mm for an acquisition in the industrial, healthcare, TMT, or alternative asset management sectors. GSAH is led by Chairman Raanan Agus and CEO Tom Knott. Knott, who led Goldman Sachs' co-sponsorship of GS Acquisition Holdings Corp. (GSAH), is the head of the Permanent Capital Strategies Group in the Consumer and Investment Management Division (CIMD) of Goldman Sachs. Agus, who was on the board of directors of GSAH I, is co-head and co-CIO of the Alternative Investments & Manager Selection Group for the CIMD at Goldman. GSAH I, the first Goldman Sachs-branded SPAC, raised $690mm in June 2018 and acquired Vertiv (NYSE: VRT) in February 2020. Goldman Sachs and Deutsche Bank are joint book-runners.
  • Capstar Special Purpose Acquisition Corp. (CPSR) raised $240mm in an upsized IPO for an acquisition in consumer, healthcare or TMT. CPSR is led by R. Steven Hicks, who founded Capstar Partners, a private investment firm focusing on small and middle market buyouts, real estate development, and public investing in the media and broadcasting, healthcare services and e-commerce industries. R. Steven Hicks is the brother of Tom Hicks, who sponsored two SPACs between 2008-2012. Citigroup, UBS and BTIG are joint book-runners.
  • Panacea Acquisition Corp. (PANA) raised $125mm for an acquisition in biotech. PANA is led by Oleg Nodelman, founder and portfolio manager of EcoR1, a biotech-focused investment advisory firm that invests in companies at all stages of research and development. Funds affiliated with EcoR1 have entered into a $25mm forward purchase agreement with PANA. Cowen is sole book-runner.
  • GO Acquisition Corp. (GOAC) filed to raise $500mm for an acquisition in travel-related businesses in North America and Europe. GOAC will be led by Co-CEOs Noam Gottesman and M. Gregory O'Hara. Gottesman was the co-founder of GLG Partners, a diversified multi-strat investment fund, and also co-founded Nomad Holdings and Landscape Acquisition, each $500mm SPACs that were listed on the LSE. O'Hara is the founder of Certares Management, an investment firm focused on the hospitality and consumer sectors. Credit Suisse is sole book-runner.
  • Ascendant Digital Acquisition Corp. (ACND) filed to raise $300mm for an acquisition in interactive (digital) entertainment. ACND is led by CEO Mark Gerhard and President David Gomberg, co-founders of Disruptional Ltd (fka Playfusion Ltd), an AI technology and gaming studio involved in creating a next generation mix-reality platform. COO Riaan Hodgson is the COO and CFO of Beauty Labs international, a technology company that provides AI applications for beauty brands. ACND also sports a $250mm forward purchase agreement with Nexon Co., a Korean-Japanese online video game publisher. UBS is sole book-runner.
  • East Resources Acquisition Company (ERES) filed to raise $300mm for an acquisition in energy in North America. ERES is led by Terrence Pegula, owner of the Buffalo Sabres and Buffalo Bills sports franchises, and an experienced CEO with over 40 years of success forming multiple oil & gas companies. ERES also has a $50mm forward purchase agreement with East Asset Management, LLC, an affiliate of its sponsor. Wells Fargo is sole book-runner.
  • Deerfield Healthcare Technology Acquisitions Corp. (DFHT) filed to raise $125mm for an acquisition in healthcare. DFHT is led by, Richard Barasch, Steven Hochberg, and Christopher Wolfe, who along with Deerfield Management, founded DFB Healthcare Acquisitions Corp. (DFBH) and DFP Healthcare Acquisitions Corp. (DFPH). DFBH raised $250mm in February 2018 and completed a business combination with AdaptHealth (NASDAQ: AHCO) in November 2019. DFPH raised $230mm in March 2020 and is currently seeking a business combination in healthcare. Deutsche Bank and UBS are joint book-runners.
  • Property Solutions Acquisition Corp. (PSAC) filed to raise $200mm for an acquisition in real estate services or proptech. PSAC is led by Jordan Vogel, who has been actively investing in and managing residential real estate in New York City since 2001. Vogel is co-founder and managing member of Benchmark Real Estate Group, LLC, where he oversees all acquisitions for the firm. EarlyBirdCapital is sole book-runner.

Deal Announcements, LOIs and Rumors
  • Graf Industrial Corp. (GRAF) announced a definitive agreement with Velodyne Lidar, Inc., a developer of lidar technology. The deal includes a $150mm PIPE at $10. Assuming no redemptions, the transaction implies an initial equity value of $1.8bn at $10 per share, and an initial enterprise value of approximately $1.6bn, or 2.3x Velodyne's 2024 estimated revenues. Shares closed the week at $20.53.

  • Insurance Acquisition Corp. (INSU) announced a deal to acquire Shift Technologies, an online e-commerce platform aimed at improving the car buying experience. The implied market cap of the combined entity is approximately $730mm. The deal includes a $185mm PIPE from institutional investors, including Fidelity and ArrowMark. The deal is expected to close in Q3 2020.

  • Landcadia Holdings II (LCA) announced a deal to acquire Golden Nugget Online Gaming, a US online real money casino owned by the SPAC's co-sponsor Tilman Fertitta. The deal reflects an initial enterprise value of $745mm (6.1x GNOG's estimated 2021 revenue of $122 million) and is expected to close in Q3 2020.

  • Netfin Acquisition Corp. (NFIN) signed a letter of intent to acquire Triterras Fintech Pte., a leading commodity trading and trade finance company that generated over $4.1bn of transaction volume and $87mm in EBITDA in FY2019. Assuming no redemptions, the combined company's enterprise value would be approximately $995mm. The parties intend to execute a definitive agreement in July, with closing expected in Q3 2020.

  • Opes Acquisition Corp. (OPES) announced its deal to acquire BurgerFi, a fast-growing better burger concept with nearly 125 restaurants domestically and internationally. The deal, which contemplates a $30mm PIPE, reflects an implied enterprise value of $143.4mm and is expected to close in Q3 2020.

Deal Closings

  • ARYA Sciences Acquisition Corp. (ARYA) closed its acquisition of Immatics Biotechnologies on Wednesday 7/1/2020. None of ARYA’s shareholders elected to redeem for cash. Ordinary shares and warrants commenced trading on Nasdaq on Thursday 7/2/2020 under the symbols "IMTX" and "IMTXW."

  • Gordon Pointe Acquisition (GPAQ) closed its acquisition of HOF Village on Wednesday 7/1/2020. Ordinary shares and warrants commenced trading on Nasdaq on Thursday 7/2/2020 under the symbols “HOFV” and “HOFVW.”

Charter Extensions

  • BRPA filed for an extension through date TBD with an as-yet undetermined sponsor contribution
  • KBLM set an extension meeting date of 7/9/2020
  • LACQ extended through 12/1/2020 with no sponsor contribution
  • HCCH extended through 10/2/2020 with no sponsor contribution
Upcoming Meetings and Deadlines
  • 7/9/2020 KBLM extension meeting (7/9/2020 liquidation deadline)
  • 7/14/2020 LHC Digital Media Solutions approval meeting

Links
  • Bloomberg reported that billionaire and Pittsburgh Penguins co-owner Ron Burkle's Yucaipa Cos. is exploring forming a SPAC.
  • CNBC reported that food delivery company Postmates has received acquisition offers from both Uber and a Michael Klein-sponsored SPAC recently.
  • The Deal hosted a panel on SPACs featuring GigCapital founder Avi Katz, EarlyBirdCapital Managing Director Ed Kovary, Vinson & Elkins Partner E. Ramey Layne and Novus Capital Corp. (NOVS) CEO Larry Paulson.
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