Gibson Dunn, Gilbert + Tobin (G+T), Davis Polk and Mallesons help launch SpaceX’s debut on the Nasdaq, raising USD75 billion in the largest IPO in history.
The debut on 12 June saw American trillionaire Elon Musk’s rocket developer and AI company, SpaceX, issue 556 million shares at USD135 each. Based on the offer price, the company’s valuation reached USD1.75 trillion.
The IPO was conducted concurrently in the US, Australia, Canada, the EU, Japan and the UK, with Goldman Sachs, Morgan Stanley, BofA Securities, Citigroup Global Markets and JP Morgan among the 23 underwriters.
Mallesons advised the global underwriting syndicate on the Australian aspects of the IPO. Chairman David Friedlander led the Mallesons team with partner Jack Hill, with support from partners Judith Taylor, Joe Muraca and Mark McFarlane.
“Our advice covered the key Australian securities law issues for the offer, including prospectus compliance, communications and research restrictions and the treatment of the over-allocation (affectionately called the greenshoe) under Australian market conduct laws,” Friedlander told Asia Business Law Journal.
The firm assisted on adapting the US prospectus for Australian use, including additional disclosure requirements under the Corporations Act and supporting the execution of the Australian retail offer. Mallesons worked alongside Gilbert + Tobin, who acted as Australian legal adviser to SpaceX.
“Gilbert + Tobin, who … did an excellent job, prepared the Australian supplements to the US prospectus. We assisted on the financial elements of that document and contributed to the drafting on behalf of the underwriters.”
Hill added, “Our role also involved assistance with the structuring of the unique underwriting arrangements, which needed to cater to the 23-strong underwriting syndicate, the jurisdiction-specific offers forming part of the overall global offer and the legal requirements in each of those jurisdictions.”
Partners Peter Cook and Adam D’Andreti spearheaded the Gilbert + Tobin team, which included special counsel Lucy Hall, as well as lawyers Sean Meehan, Kevin Zhou and Laura Worrad.
“G+T advised SpaceX on meeting Australian disclosure requirements for the extension of its IPO to Australian retail investors. This involved consideration of the extent to which supplementary information needed to be provided in an Australian ‘wrap’ to the US prospectus to ensure those requirements were met,” Cook told ABLJ.
“This also involved engaging with the Australian Securities and Investment Commission (ASIC) both on the disclosures themselves and also on getting comfort that the retail offering could be conducted in the timetable of the IPO, which are much truncated compared to a timetable for a typical Australian retail IPO.”
D’Andreti said a key highlight was the extension of a US IPO to retail investors in Australia for the first time.
“Extending a US IPO to retail investors in Australia (and other non-US countries) was a world first and so beyond being the largest IPO in world history, it was also the broadest. This was a unique challenge to implement in Australia, which some thought would not be possible,” he said.
“It was not assured that ASIC would accommodate the extension of an offer to retail under, essentially, a foreign offering document but this demonstrates that it is possible to do this for globally significant capital markets transactions.”
Gibson Dunn was lead counsel for SpaceX. Partners Hillary Holmes, Harrison Tucker and Atma Kabad led the capital markets team. Partners Julia Lapitskaya and Gerry Spedale advised on regulatory matters, while partners Thomas Kim, Brian Lane and Osman Nawaz provided securities regulatory advice.
Spedale and partner Collin Cox advised on Texas corporate and litigation law. Partners Gina Hancock and Krista Hanvey provided employment law advice. Partners George Sampas, Rob Little and Chris Trester advised on M&A matters.
Partners Cassandra Gaedt-Sheckter, Vivek Mohan and Frances Waldmann advised on AI-related issues. Partners Madalyn Miller, Matthew Axelrod and Lindsay Paulin provided space regulatory advice. Partners Michael Murphy, Bradley Smith, Brian Lutz and Stephanie Brooker, and Michael Cannon and Eric Sloan advised on environmental, antitrust, litigation and tax matters, respectively.
Gibson Dunn’s London partners Steve Thierbach, Michelle Kirschner, Chris Haynes and Benjamin Fryer advised on the UK retail tranche. Partner Armando Albarrán in Madrid and Ferdinand Fromholzer in Munich advised on the EU retail offering.
Davis Polk assembled a cross‑office team from New York, Northern California, Tokyo, London and Washington acting for the underwriters. The team included capital markets partners Byron Rooney, Stephen Byeff and Alan Denenberg, as well as partner Sanders Witkow (bank financing matters).
