![Nathan Powell Formal](/media/1r2n3tc5/nathan-powell-formal.jpg?cc=0.3408301020070592,0.09059605008307514,0.07151513231072225,0.32232098047863567&width=1440&height=960&quality=90)
Nathan Powell
Partner 合伙人 | Legal
Hong Kong
![Nathan Powell Formal](/media/1r2n3tc5/nathan-powell-formal.jpg?cc=0.45507952883710545,0.09198721575434841,0.1645472487536111,0.33800811326946767&width=300&height=300&quality=90)
Nathan Powell
Partner 合伙人
Hong Kong
Big things are happening at Ogier. Change is embedded in everything we do. It is redefining our talent, our ways of working, our platforms of delivery, our culture.
Services
We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
Sectors
Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
We have the expertise to handle the most demanding transactions. Our commercial understanding and experience of working with leading financial institutions, professional advisers and regulatory bodies means we add real value to clients’ businesses.
Legal
Corporate and Fiduciary
Consulting
Banking and Finance
Corporate
Dispute Resolution
Employment law
Intellectual Property
Investment Funds
Listing services
Local Legal Services
Accounting and Financial Reporting Services - Ogier Global
Cayman Islands AML/CFT training - Ogier Global
Corporate Services - Ogier Global
Regulatory and Compliance Services - Ogier Global
Sustainable Investment Consulting
Our sector approach relies on smart collaboration between teams who have a deep understanding of related businesses and industry dynamics. The specific combination of our highly informed experts helps our clients to see around corners.
Ogier provides practical advice on BVI, Cayman Islands, Guernsey, Irish, Jersey and Luxembourg law through our global network of offices across the Asian, Caribbean and European timezones. Ogier is the only firm to advise on this unique combination of laws.
Keep up to date with industry insights, analysis and reviews. Find out about the work of our expert teams and subscribe to receive our newsletters straight to your inbox.
Fresh thinking, sharper opinion.
We get straight to the point, managing complexity to get to the essentials. Our global network of offices covers every time zone.
About us
Corporate social responsibility (CSR)
Diversity, equity and inclusion
Information security
Innovation
Sustainability
No Content Set
Exception:
Website.Models.ViewModels.Components.General.Banners.BannerComponentVm
Insight
20 April 2021
British Virgin Islands, Cayman Islands, Guernsey, Hong Kong, Jersey, Luxembourg Legal Services
2 min read
Though special purpose acquisition companies (SPACs) are now enjoying enormous popularity, there is belief in certain quarters that their resurgence is fleeting.
Looking back, SPACs first boomed in the 1980s but then became mired in some of the same financial scandals that plagued the end of that decade. A better regulated SPAC market grew and blossomed in the first decade of the 21st century (with SPACs accounting for almost 25% of all US IPOs in 2007) but this new market then fell victim to the "Credit Crunch" and recession of 2008.
The current resurgence in SPAC activity started in 2012 and, after initially seeing steady year on year growth, SPAC use suddenly rocketed in late 2019. Since then, growth has been almost exponential.
Although the current growth reflects an unprecedented boom in unprecedented times - partly a product of the unusual environment of 2020 and 2021 - the current boom builds on an existing pattern of steady growth based on the real tangible advantages of SPACs over more traditional investment structures and methodologies.
Even before the current SPAC boom, an increasingly well-disposed sponsor and investor universe was already moving to recognise the advantages that the SPAC as a tool offered.
SPACs and typical PE or VC acquisition and management structures
The philosophy and goals behind a SPAC and typical PE or VC acquisition and management structures are not dissimilar, and it is easy to see how the model might be adopted – though SPACs have a number of key advantages over some of the traditional PE fund and acquisition structures.
SPACs offer:
• Limited risk and certainty of return during their pre-acquisition phase
Investors have the security and certainty of the return liquidation from the funds held in the trust account if the SPAC fails to complete an acquisition or the investor does not want to participate in one.
• Liquidity and easy exits
SPAC investors benefit from the liquidity of publicly-traded securities and the ability to control the timing of an exit.
• Enhanced management incentivisation
Pending an acquisition there is typically no cash compensation paid to the SPAC's management team. Their reward will depend on the success of the SPAC and its acquisition.
• Additional Leverage and Flexibility for Investors
By including additional securities, such as warrants, in SPAC composite units, investors are given the ability to leverage their initial investment by enabling them to invest more capital at a pre-determined price (usually a small premium over the IPO price), even if the investor elects to redeem its shares and take back its cash investment in a pre-business combination redemption or tender offer.
• SPACs are a fund and Bidco combined
A SPAC operates as a fund (with all of the advantages described above) and acquisition vehicle in one. While some SPAC acquisitions may feature some additional corporate structuring, the "all in one" aspects of a SPAC can offer considerable legal, regulatory and administrative costs savings.
SPACs and private equity
While for some time general investors have recognised the advantages that SPACs offer, including access to investments and transactions which might otherwise be restricted to PE or VC firms, now those same firms have themselves recognised that SPACs might also form part of their own strategies.
The possibilities and advantages that SPACs offer have led to some of the biggest PE firms incorporating SPACs in their toolkits. For example in October 2020, the NYSE listed Manager Apollo Global Management, with over US$400 billion AUM, launched its Apollo Strategic Growth Capital SPAC with a US$750 million SPAC. Apollo has already registered a new SPAC for 2021: Apollo Strategic Growth Capital II filed with the SEC in January targeting a US$400 million IPO.
Apollo's 2020 activity followed a summer of SPAC related activity by established PE and investment firms, including:
• RedBird Capital's sports focussed SPAC which completed its IPO in August 2020;
• the Solamere Capital backed Executive Partnering Corp, which completed an upsized US$360 million IPO in September 2020 and included former US House of Representatives Paul Ryan as a sponsor; and
• TPG’s Pace Tech Acquisition Corp, which raised US$450 million in 2020 and recently announced its proposed merger with online learning platform provider Nerdy, Inc.
Over the years Ogier has advised on the establishment and IPOs of a number of high profile offshore, US and UK listed SPACs, including the majority of BVI Nasdaq SPACs since 2015. For more information, please contact our equity capital markets team.
Nathan Powell
Partner 合伙人 | Legal
Hong Kong
Nathan Powell
Partner 合伙人
Hong Kong
Contact Nathan
Back
Bradley Kruger
Partner | Legal
Cayman Islands
Bradley Kruger
Partner
Cayman Islands
Contact Bradley
Back
Angus Davison
Partner | Legal
Cayman Islands
Angus Davison
Partner
Cayman Islands
Contact Angus
Back
Simon Schilder
Partner | Legal
British Virgin Islands
Simon Schilder
Partner
British Virgin Islands
Contact Simon
Back
Raulin Amy
Partner | Legal
Jersey
Raulin Amy
Partner
Jersey
Contact Raulin
Back
Richard Daggett
Partner | Legal
Jersey
Richard Daggett
Partner
Jersey
Contact Richard
Back
Simon Dinning
Partner | Legal
Jersey, London
Simon Dinning
Partner
Jersey, London
Contact Simon
Back
Tim Clipstone
Partner | Legal
British Virgin Islands, Guernsey
Tim Clipstone
Partner
British Virgin Islands, Guernsey
Contact Tim
Back
Bertrand Géradin
Partner | Legal
Luxembourg Legal Services
Bertrand Géradin
Partner
Luxembourg Legal Services
Contact Bertrand
Back
Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.
This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.
Regulatory information can be found under Legal Notice
Sign up to receive updates and newsletters from us.
Sign up
No Content Set
Exception:
Website.Models.ViewModels.Blocks.SiteBlocks.CookiePolicySiteBlockVm