The biggest stock market debut in history has Australia among the few jurisdictions offered shares
Mallesons and Gilbert + Tobin (G+T) have played roles in Space Exploration Technologies Corp.’s (SpaceX) watershed US$75bn IPO, which has been called the biggest stock market debut in history.
SpaceX has listed on Nasdaq under the SPCX ticker. Shares began trading on 12 June, opening at US$150 and reaching US$176.52 before closing at US$161.11 that day. It drove the rocket and AI company’s market value to over US$2tn and making Elon Musk the first trillionaire in the world, according to CNN.
The IPO is considered the largest ever on the basis of proceeds raised and the offering’s valuation on listing. It is also the first US IPO to have concurrent public offerings in Australia, Canada, the European Union, Japan and the UK, according to global law firm Davis Polk.
G+T was SpaceX’s Australian legal adviser on the retail offer. Mallesons represented the 23 underwriters, which include Goldman Sachs, Morgan Stanley, BofA Securities, Citigroup and J.P. Morgan; it also acted for a coalition of global institutions in charge of underwriting and distributing the offer worldwide.
Australian retail investors were offered shares under an Australian prospectus in line with a multi-jurisdictional global offering. Australia is one of the few jurisdictions that has been offered shares in this offering.
The offering’s structure was the first of its kind, with an Australian offer wrapper alongside the SpaceX US prospectus, according to G+T. The firm said it indicated Australian investors’ rising demand for direct access to significant international listings at IPO as well as capital markets’ growing globalisation.
G+T co-lead partner Adam D'Andreti described the deal as “a genuinely innovative transaction for the Australian market”.
“The structure required careful navigation of Australia’s disclosure regime and ASIC’s regulatory settings, while preserving the integrity of the US IPO process. It says something about the company that SpaceX has pioneered a truly novel approach to bringing IPOs to the broader retail investor market not only in the US but in Australia and other markets outside of the US”, he said. “This shows that Australian investors can access to global capital markets opportunities in a way that is thoughtful, compliant and commercially effective and who knows, we might see more of this again on other large scale offshore IPOs”.
D'Andreti and corporate advisory partner Peter Cook led G+T’s team in providing guidance on the offer’s Australian legal and regulatory requirements, such as securities law, financial services regulation, prospectus disclosure, ASIC engagement and the Australian offer wrapper’s use. The team collaborated with teams from Mallesons, SpaceX lead counsel Gibson, Dunn & Crutcher LLP, and global underwriters’ counsel Davis Polk.
“To be instructed by Space X to test the art of the possible to incorporate an Australian retail offer into the overall offer process was indeed a challenge. To facilitate an Australian retail offering into the global offering required careful and unique consideration of issues relevant to disclosure, distribution, marketing, timetable, settlement and regulatory engagement”, Cook said.
D'Andreti and Cook were supported by special counsel Lucy Hall; lawyers Sean Meehan, Kevin Zhou, Laura Worrad, Matthew Harrington and Jack Stephens; and graduates Gemma Gray and Francis Burfitt.
Meanwhile, M&A partners David Friedlander and Jack Hill spearheaded the Mallesons team that guided the underwriters on adapting the US prospectus for Australian application. The team tackled the additional disclosure requirements under the Corporations Act and supported the Australian retail offer’s execution.
Hill said this cross-border capital markets deal “highlights the increasing integration of global capital markets and the need to seamlessly align international and domestic disclosure regimes”.
“Against a backdrop of increasing focus on both public and private markets, this transaction highlights the strength and sophistication of Australia’s capital markets framework. It demonstrates Australia’s ability to facilitate participation in landmark global offerings and reinforces its position as a strategically important jurisdiction for international issuers and investors”, Friedlander said.
Friedlander and Hill received support from partners Judith Taylor, Joe Muraca and Mark McFarlane; senior associate Mitchell Fairbairn; and solicitors Sean See and Bella Kidman.
Gibson, Dunn & Crutcher’s capital markets team was led by Hillary Holmes, Harrison Tucker and Atma Kabad. It comprised associates Benjamin Blefeld, Muriel Hague, Malakeh Hijazi, Lawrence Lee, Mashoka Maimona, Anna Strong, and Daniel Quesenberry; and of counsel Rodrigo Surcan, Robbie Hopkins, Marie Kwon, and Patrick Cowherd. Governance matters are being handled by partners Julia Lapitskaya and Gerry Spedale; of counsel Rob Kelley and David Korvin; and associates Jenny Chen, Antony Nguyen, and Matthew Dolloff. Partners Thomas Kim, Brian Lane, Osman Nawaz, Mellissa Campbell Duru, and Alan Bannister are tackling securities regulation aspects. Partners Gerry Spedale and Collin Cox and associate Jack DiSorbo are handling Texas corporate and litigation law aspects. Partners Gina Hancock and Krista Hanvey and associate Heather Monte are guiding employee compensation matters. Partners George Sampas, Rob Little and Chris Trester are advising on M&A aspects. Partners Cassandra Gaedt-Sheckter, Vivek Mohan and Frances Waldmann and associates Kyle Clendenon and Arjun Rangarajan are tackling AI aspects. Partners Madalyn Miller, Matthew Axelrod and Lindsay Paulin and associate Chris Mullen are tackling aerospace regulatory aspects. Partner Michael Murphy is advising on environmental aspects and partner Bradley Smith on antitrust aspects. Partners Brian Lutz and Stephanie Brooker and associate Greg Boden are handling litigation aspects. Partners Michael Cannon and Eric Sloan, of counsel Kate Long and associate Sophia Helverson are advising on tax aspects.
Partners Steve Thierbach, Michelle Kirschner, Chris Haynes and Benjamin Fryer; of counsel Thomas Barker, Martin Coombes and Graham Crocker; and associates Libby Sycamore and Konstantinos Flogaitis advised on UK retail offering aspects in London. Partner Armando Albarrán and of counsel Alfonso Bernar advised on EU retail offering aspects in Madrid. Partner Ferdinand Fromholzer advised on EU retail offering aspects in Munich.
Davis Polk’s capital markets team consisted of partners Byron B. Rooney, Stephen A. Byeff and Alan F. Denenberg; counsel Joze Vranicar; and associates Raphaelle Desaleux, Gabriela N. Gura and Sophia Matton. Partner Sanders Witkow is advising on bank finance aspects. Counsel Marcie A. Goldstein is offering FINRA advice. The Tokyo team includes partner Christopher Kodama, counsel Chihiro Sasaki and associate Andrew Masaru Orita. The London team consists of partner Will Pearce, counsel Mark Chalmers and John Taylor, and associate Vivek Thanki. Partner Pritesh P. Shah and associates Ted (Edward) Talas and Alexander D. Langa are advising on IP and commercial transactions matters. Partner Matthew J. Bacal and associates Shreya R. Kundur and Bari Britvan are advising on data privacy, cybersecurity and AI aspects. The tax team includes counsel Dustin Plotnick and associate Shea Jendrusina. Partner Adam Kaminsky, counsel Charlotte R. Fabiani and associate Alexis Allen are advising on executive compensation matters. Counsel Michael Comstock and associate David Sacasa-Ospina are guiding environmental aspects. Associate David Beizer is advising on real estate aspects.
Macquarie Capital Limited is the Australian coordinator and CommSec is the lead Australian retail broker for the Australian offer.
