SPAC Craze

May 19, 2021





Description

Why sponsors and targets have become crazy about Luxembourg

What are SPACs and why is Luxembourg gaining attention as a jurisdiction of choice? Join this informative webinar with panelists from Ernst & Young to learn more.

SPACs are “Special Purpose Acquisition Companies” and they raise money from the public in an IPO as a blank check company, with a mandate to identify a target in a designated industry within a specific period of time (typically 24 months from the date of the IPO). The presentation will discuss the specifics of the SPAC mechanics before addressing the reasons why Luxembourg is becoming a jurisdiction of choice for the company whose shares are being listed in connection with European transactions.

 

Our panel of professionals will discuss the following topics:

  • SPACs: How they work, overall market summary and the key drivers behind current SPAC activity
  • Tax considerations for using Luxembourg in this context
  • Legal aspects; the flexibility of the Luxembourg legal regime to enable key features

Presenters:

  • Chris Lallo, Partner, Ernst & Young LLP
  • Carsten Berrar, Managing Partner Frankfurt, Sullivan & Cromwell LLP
  • Alexandre Pouchard, Partner, Ernst & Young LLP

 

~ In Collaboration With ~


Featured Speakers

Speaker: Christopher J. Lallo
Speaker Christopher J. Lallo
►Chris Lallo joined the Houston office of Ernst & Young LLP in 2008 and is a partner in the International Tax and Transaction Services practice. ►He was formerly a partner at Fulbright & Jaworski LLP. His practice is focused on both domestic and international tax matters with broad-based experience in …

►Chris Lallo joined the Houston office of Ernst & Young LLP in 2008 and is a partner in the International Tax and Transaction Services practice.


►He was formerly a partner at Fulbright & Jaworski LLP. His practice is focused on both domestic and international tax matters with broad-based experience in the area of tax planning related to domestic and cross-border mergers and acquisitions, including taxable and non-taxable transactions, cross-border investments, financing structures, withholding issues, capital market transactions and securities offerings. Chris also leads the inbound transactions practice for Ernst & Young in the US.


►He is also a past Chair of the Tax Section of the Houston Bar Association.


Transaction-specific experience


►Significant experience in working on various types of capital markets transactions, across multiple industries, and has worked with numerous special purpose acquisition companies (SPACs) in all stages of their lifecycle, from formation through the IPO and de-SPAC transaction.


►Significant experience in advising domestic and international energy companies in connection with upstream, midstream, downstream, petrochemical and oilfield service company transactions. Has also worked in the technology and engineering and construction sectors.


►Significant experience in real estate, mining and other transactions in the natural resources sector, including working with non-US investors on real estate and natural resources transactions.


►Represents clients in connection with tax issues related to acquisition financing structures and debt restructuring transactions, and has worked on numerous complex cross-border financing and refinancing projects.


►Has worked on a significant number of large inbound transactions and has advised numerous clients on tax issues associated with inbound investment structures.


►Has written numerous articles and is a frequent public speaker at professional conferences.


►Counselled clients in private equity transactions. Represents investors and companies that have been acquired by private equity funds, providing tax counsel on acquisitions and divestures. Provides counsel on tax matters for both domestic and foreign funds.


►Counselled clients in international tax planning. Represents clients in connection with global structure planning and business transactions from a tax perspective.

Full Description

Speaker: Carsten Berrar
Speaker Carsten Berrar
Having joined Sullivan & Cromwell in 2000, Dr. Carsten Berrar is managing partner of the Firm’s Frankfurt office and co-head of the Firm’s Capital Markets Group. Ranked as the only “star individual” for German Equity Capital Markets by Chambers Europe (since 2010) and “Top Dealmaker 2019” in M&A by Finance …

Having joined Sullivan & Cromwell in 2000, Dr. Carsten Berrar is managing partner of the Firm’s Frankfurt office and co-head of the Firm’s Capital Markets Group.


Ranked as the only “star individual” for German Equity Capital Markets by Chambers Europe (since 2010) and “Top Dealmaker 2019” in M&A by Finance Magazin (2020), Dr. Berrar is one of Germany’s leading lawyers for both capital markets and M&A matters.


His capital markets experience on both the issuer’s and underwriters’ side includes many of the largest and most significant IPOs, rights offerings and listings in Germany within the last two decades. He has led our work on 15 of the 20 largest IPOs in Germany since 2000, including the IPOs of AUTO1, Covestro, Delivery Hero, innogy, Rocket Internet, Scout24 and Siemens Healthineers. He also has significant SPAC and De-SPAC expertise, has worked with Lakestar SPAC I on the first SPAC to list on the Frankfurt Stock Exchange and is currently advising on numerous SPAC listings.


At the same time, Dr. Berrar has advised on many landmark M&A transactions in Germany, thereby shaping especially the German public M&A market. Most recently, he advised Bayer on the $7.6 billion sale of its Animal Health business to Elanco Animal Health and Delivery Hero on its $4 billion agreement to acquire South Korea’s Woowa Brothers, to only give two of the most prominent examples.


Dr. Berrar is also a seasoned corporate and corporate governance advisor who counsels clients on a wide range of topics such as shareholder meetings, transformational transactions (e.g. spin-offs/subsidiary IPOs) and post-transaction corporate measures.


This combination of a multidisciplinary transactional practice and a leading advisory role make Dr. Berrar one of the key senior business law advisors in Germany.

Full Description

Speaker: Alex Pouchard
Speaker Alex Pouchard
►With close to 20 years of experience, Alex Pouchard is a Luxembourg partner since 2013 with Ernst & Young LLP’s International and Transaction Tax Services.  For the last fifteen years, Alex has been a member of Ernst & Young’s International Tax and Transaction services Desk program representing Luxembourg in the …

►With close to 20 years of experience, Alex Pouchard is a Luxembourg partner since 2013 with Ernst & Young LLP’s International and Transaction Tax Services.  For the last fifteen years, Alex has been a member of Ernst & Young’s International Tax and Transaction services Desk program representing Luxembourg in the US.  In this position, Alex worked in New York, Chicago as well as San Jose, California.  He relocated to Chicago in 2011 where he leads the Luxembourg tax desk.


►Alex has experience in multinational corporations, private equity and real estate, advising clients on tax matters related to mergers and acquisitions, post-acquisition restructurings, structured finance, debt restructuring and divestitures. 


►Alex also helps private equity, hedge fund and real estate/asset management US companies using Luxembourg as an investment platform through regulated or unregulated Luxembourg companies.


►With Base Erosion Profit Shifting (BEPS) emerging as a key topic, he does a lot of work helping clients navigate through the new BEPS developments (e.g.; initiating Anti Tax Avoidance Directive (ATAD), Multilateral Instrument (MLI ) or mandatory disclosure rules (MDR) impact assessments).


►He is a regular speaker at EY sponsored and non sponsored events on Luxembourg and EU related international tax issues.


►Alex holds a French Master of Management and Finance and a French Master of Law. Alex is fluent in English, French and Spanish.


►Alex is in charge of the update of the Luxembourg section of Mergers and Acquisitions for the IBFD.

Full Description

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Date and Time

Wed, May 19, 2021

noon - 1 p.m.
(GMT-0400) US/Eastern

Location