SPAC Advisory Services

SPAC MERGER SERVICES

Morrow Sodali has an unparalleled record of success as the Proxy Solicitor for SPAC transactions. Morrow Sodali entered the SPAC market in 2005, and has since acted as the proxy solicitor for the majority of SPAC business combination transactions. We are acutely attuned to challenges companies face in the SPAC market, which allows us to offer our clients a unique perspective, counsel and technical resources. Our SPAC advisory team offers in-depth expertise in this niche, from initial pre-meeting planning through completion as well as post-SPAC services for newly public companies.

Morrow Sodali’s SPAC engagements entail advisory services, which include acting as proxy solicitor and facilitating the shareholder approval of the deal as well as Shareholder identification services. In order to facilitate the deal’s successful culmination, the sponsor needs to know who their shareholders are and whether they are participating or opting out. Morrow Sodali’s Pre-Record Date Surveillance provides a deep and thorough analysis of a client shareholder base, regularly updating for any changes in holdings with a focus on the impact from a voting control perspective and the rotation out of the hands of typical SPAC holders and the rise of the Retail Investors in SPACs. This process of identification and solicitation is critical to the success of the transaction and making sure that the SPAC meets all necessary regulatory requirements.

UNMATCHED INDUSTRY EXPERIENCE AND EXPERT GUIDANCE

Morrow Sodali has handled the vast majority of SPAC transactions conducted over the past 15 years with proven success. Morrow Sodali's keen understanding of regulatory and securities exchange requirements of SPAC deals enables our clients to make critical decisions with confidence. Our leading-edge strategies and solid tactical implementation help guide clients to successful outcomes, often within tight time frames.

MORROW SODALI POST-SPAC SERVICES: HELPING NEWLY PUBLIC COMPANIES SUCCEED AFTER A SPAC TRANSACTION

To help with their transition to independent public companies, our SPAC advisory team and Corporate Governance Consulting Group offer our clients the perspective, counsel and technical resources they need during this critical transitional period.

After the business combination closes, a newly public company emerges that must quickly adapt to the public market environment. In many instances, the company will have limited public float and be controlled by a few large shareholders. The new board must develop effective oversight protocols and disclosures, while the new management team will need to quickly develop an investor relations program to attract new investors and to meet the needs of the initial shareholders. Communicating with investment and governance personnel of these shareholders is an essential component to establishing strong relationships and minimizing governance-related risks.

Morrow Sodali supports Post-SPAC clients in four key areas:

1. Assessing and developing corporate governance policies and practices that address the primary concerns of institutional investors and ensure that the new management and board of directors are informed of investor expectations on governance practices appropriate for a newly public company.
2. Supplying proxy solicitation services to manage the planning and mechanics for the first annual meeting of shareholders and beyond, particularly as ownership profiles change.
3. Providing surveillance to identify major buyers and sellers in the stock, as investors rotate out of the SPAC and new ones take positions in the public company.
4. Acting as Information Agent on any future M&A transactions, such as an exchange offer or tender offer for warrants.

Publicly traded companies must be equipped with insightful, real-time information about their shareholders. This knowledge is important in developing relationships with current and future investors, especially as companies transition from SPAC hedge fund ownership to new institutional investors.

Obtaining accurate market information can be a challenging exercise. Morrow Sodali's extensive experience, strong knowledge of the investment community, and ability to provide timely and accurate market intelligence - while maintaining a low profile - distinguishes us from other firms.

Our Strategic Stock Surveillance Group provides clients with insight and understanding of shareholder composition, investor profiles and trading activity. We have substantial experience with activist hedge funds and the strategies and tactics employed. The intelligence we provide clients in this area is invaluable and highly specialized.