Greenberg Traurig, Herbert Smith Freehills called in as blank-cheque firm Admiral Acquisition raises $550m ahead of IPO

Listing of tycoon Sir Martin E. Franklin’s ‘acquisition vehicle’ largest in UK in more than a year
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Greenberg Traurig and Herbert Smith Freehills (HSF) have acted in blank-cheque firm Admiral Acquisition’s raising of $550m ahead of its listing on the London Stock Exchange.

The figure makes it Britain’s largest stock market listing in more than a year and comes amid a subdued global market for special purpose acquisition company (SPAC) IPOs in the face of increased regulatory scrutiny and rising interest rates. 

Admiral described itself as an ‘acquisition vehicle’ in its prospectus, a structure it said differs from typical "US-style" SPACs in that it offers an opportunity to potential target companies ‘to partner with experienced founders with guaranteed capital without upfront dilution and misaligned incentives.’

Co-founded by serial dealmaker Sir Martin E. Franklin, Admiral raised $539.5m through the placing of ordinary shares at $10 per share and a further $10.5m through the subscription of founder preferred shares ‘to pursue its objective of acquiring a target company or business.’

The company said in its listing statement that there was ‘no specific expected target value for the acquisition and the company expects that any funds not used for the acquisition will be used for future acquisitions, internal or external growth and expansion, purchase of outstanding debt and/or working capital in relation to the acquired company or business.’ The target business ‘will not be limited to a particular industry or geographic region.’ 

Greenberg acted as Admiral’s English/US legal counsel on the matter, while HSF advised investment banks Jefferies and UBS, which acted as joint global coordinators and bookrunners of the IPO.

Greenberg’s team included a trio of US-based shareholders - Alan Annex, co-chair of the firm’s global corporate practice, Brian Gavsie (securities) and Donn Beloff (M&A). London-based capital markets shareholders Andrew Caunt and James Mountain also worked on the matter. 

Meantime the HSF team was led by head of US securities and co-head of equity corporate finance Tom O'Neill and included joint managing partner of the firm's global corporate practice Mike Flockhart, disputes partner John O’Donnell and a trio of London associates. 

Admiral is “significantly larger than the last completed London-listed acquisition company, ACG Acquisition’s, $125m IPO in October 2022,” HSF said. It also marks a return to the typical London structure that existed prior to the Financial Conduct Authority Listing Rule changes dated July 2021 that made US style structures possible in London, accommodating such matters as redemption rights and a shareholder vote on the acquisition, neither of which were part of Admiral's IPO.

HSF’s O'Neill commented: “That the investor and regulatory scrutiny of US style acquisition companies would lead to the return of the traditional structure in London is not a surprise. There are only a few sponsor groups that could get an IPO done in the current difficult market environment.”

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