Queen's Gambit: Walkers riding the SPACs wave - Focus: Hong Kong at a Crossroads
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Offshore Report | April 2021
Queen’s Gambit:
Walkers riding the SPACs wave
Focus: Hong Kong at a Crossroads
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April 2021 | Offshore Report
Contents
Offshore elite firms thrive despite challenges
4
The SPACs phenomenon
10
Queen’s Gambit – a different kind of SPAC
16
Gibraltar: a hub for crypto entrepreneurs
18
Hong Kong at the crossroads
22
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3
Offshore Report | April 2021
Offshore elite firms thrive
online despite challenges
Dominic Carman examines how offshore law firms have
flourished during the Covid-19 pandemic
T
he offshore market is major OFCs have fared over the ▲ For the divided between the Caribbean
complex: each offshore past year, the phenomenal rise of offshore elite, and the Channel Islands. Three
it has been
financial centre (OFC) has offshore SPACs (special purpose business almost
are British Overseas Territories:
unique characteristics although acquisition companies) during the as usual during Bermuda, the British Virgin
they still compete with one Covid-19 pandemic, Gibraltar’s the past year Islands (BVI) and the Cayman
another in multiple areas of growth as a crypto-friendly Islands; the other two are Crown
business. Collectively, OFCs jurisdiction and the future role Dependencies – Jersey and
provide significant levels of of Hong Kong as a key source of Guernsey.
regulatory and tax competition offshore business. The combined footprint of
for their onshore counterparts, Primarily through mergers, the these firms has almost doubled
but they are also complementary largest offshore law firms have since the global financial crisis.
to their financial activities. developed their international Their growth has coincided
This report seeks to examine office networks from a domestic with increased globalisation,
how law firms operating in the base in one of five jurisdictions, greater transparency and tighter
4
April 2021 | Offshore Report
regulation. As the markets in
which they operate become
ever more sophisticated, their
response is to become ever more
specialised.
‘A very busy year’
For the offshore elite, it has
been business almost as usual
during the past year, albeit in the
most unusual of circumstances.
‘We noticed immediately that
workflows were high, more
or less across the board,’ says
Christian Luthi, chairman of
Conyers. ‘We monitored it
extremely closely because we
were concerned about things
falling off a cliff, since no one
knew what to expect. It became
clear that, not only were things
remaining solid, but it was
turning out to be a very busy
year. That has translated into very
decent revenues.’ ❝ We were concerned lucky,’ says Jason Romer, group
managing partner at Collas Crill.
Maples and Calder’s global
managing partner, Jonathan
about things falling off a ‘We were able to move our
business remotely pretty much
Green, summarises events: ‘All of
our practice areas and business
cliff...but it turned out to be over a weekend. Every system we
had in place worked incredibly
lines continue to be busy and a very busy year well.’ Phillip Kite, Harneys global
the last 12 months have truly head of litigation, agrees. ‘All the
demonstrated the resilience, Christian Luthi, chairman, Conyers IT seemed to work, especially in
dedication and expertise of our London, Hong Kong and New
lawyers, who all responded Tech dividend York, where law firms were
incredibly well to the pandemic, Pre-Covid investment in tech already set up for remote access,’
all while keeping client service certainly helped to keep activity he says.
levels at an all-time high,’ he says. flowing, as Alex Ohlsson, group Internationally, law firms
‘We are very proud to have been managing partner of Carey Olsen, have coped very well, confirms
able to promote a record number explains. ‘The existing technology Walkers’ global managing
of our lawyers across six of our responded incredibly well to a partner, Ingrid Pierce. ‘Certainly,
international locations.’ working from home strategy,’ those who invested in
If lateral hires provide a further he says. ‘It’s remarkable how technology have been able to
litmus test of success, then Maples many businesses have had that manage the pandemic so that
had a very good year as multiple experience.’ 13.4% it’s almost business as usual,’ she
partners also joined the firm: in Jonathan Rigby, global adds.
Average PEP
Ireland, Claire Morrissey from A&L managing partner of Mourant,
Goodbody and Lorna Smith from adds: ‘We were able to
increase at Revenues grow
Matheson; in Luxembourg, Jean- switch almost overnight to a Am Law 100 In the world’s largest legal
Dominique Morelli from CMS; virtual working environment. firms last market, it has been more than
in Hong Kong, Nick Stern from Immediately before the pandemic, year just business as usual. US law
Freshfields Bruckhaus Deringer; we had completed the successful firms have never had it so good
and in Jersey, Mark Crichton from deployment of a fully paperless, – at least according to a recent
Walkers and Tim Morgan from mobile-enabled client on- report by Thomson Reuters,
Mourant. Previously a barrister at boarding system, which really which concluded that average
8 New Square in London, Quentin came into its own last year.’ profits per equity partner at the
Cregan also joined as a partner in A similar picture emerges Am Law 100 firms increased by
Cayman. elsewhere. ‘We’ve been very an extraordinary 13.4% last year.
5
Offshore Report | April 2021
Unlike their onshore
counterparts in the UK who have ❝ We started off 2020 with will there be more insolvency
related restructurings? I think,
to file LLP accounts which then
become a matter of public record,
570 to 580 people and we absolutely yes.’
It was a similar story at Walkers.
offshore firms are distinctly coy
about disclosing details of their
ended last year with around ‘We’ve seen as a real increase
in certain types of restructuring,
financial results. While they may 660 people as a direct result notably in oil and gas, and
not have done quite as well as obviously the airline and travel
firms in London or New York, of client demand sector,’ says Pierce. Ohlsson
some double-digit growth has has also seen a big uptick in
still been achieved during the
Edward Mackereth, global refinancing and restructuring,
pandemic. managing partner, Ogier particularly in private equity-
Edward Mackereth, Ogier’s owned businesses. ‘Restructuring
global managing partner, gives (ESG). Ogier has also seen a big insolvency and the consequential
an indication of just how well his uptick in parallel structures with litigation that arises from it have
firm has prospered in challenging Luxembourg – often US vehicles been a significant growth area,’
circumstances. ‘I’m not going to structured through Cayman he says.
discuss our profitability,’ he says. (CALUX products) – and a steady Rigby provides a panorama
‘But to give you an idea of how increase in traditional hedge fund of Mourant’s business. ‘BVI
we have fared, we started off product launches. insolvency and restructuring
2020 with 570 to 580 people and continues to account for a
we ended last year with around Debt and restructuring large share of our work in Asia,
660 people, as a direct result of At Conyers, there has been ‘a fair with much of the remainder
client demand.’ share of restructuring work and comprising shareholder disputes,
So what has been fuelling a lot of significant debt financing often with an asset tracing
demand? Funds have been very work – Carnival and other large element,’ he says.
strong at Ogier. In particular, cruise ship and container lines’, Although there is continued
Mackereth points to the says Luthi. ‘Immediate debt growth in contentious
development of impact and financing is needed in a crisis regulatory work in Jersey and
sustainable investment funds situation and markets were happy Guernsey, Rigby has yet to see
– legal and advisory services – to oblige. The question is: if this a significant uptick in insolvency
primarily based out of Hong Kong, gets more embedded and you’re and restructuring instructions.
in relation to Environmental, into a longer-term scenario, will Whereas in Cayman, the airlines
Social, and Corporate Governance the wheels start to come off, and sector has been busy and
6
co nye rs .co m Legal Advice Corporate & Trust Services Global Experience Local Knowledge Proven Results YOUR LEGAL EXPERTS
Offshore Report | April 2021
Mourant has been advising on
some high-profile restructurings.
In retail, the firm advised Tailored
Brands on its Chapter 11
restructuring.
Fundraising has also been
robust, according to Ohlsson,
as Carey Olsen’s strong funds
practice continues apace.
Covid’s economic impact has
been counterintuitive: in a
normal downturn, fundraisings
would reduce. Instead, the
cycle has been compressed.
‘We’ve supported several fund
managers in undertaking very
large raises,’ he says. ‘That’s been
the Covid story from a financial
services perspective: fundraising
and investment activity has
continued.’
The Channel Islands compete
with each other to create
different products and services.
‘Over the past year, assets in the ❝ The existing technology Guernsey, to be heard by the
Privy Council; the appeals in ETFS
private wealth sector and the
private funds space, have seen
responded incredibly well and Z Trust (re: insolvent trusts
being heard in the Privy Council)
quite a bit of growth,’ says Dr
Andy Sloan, deputy CEO, strategy
to a working from home in Jersey; and Primeo v HSBC
in two Privy Council hearings -
at Guernsey Finance. strategy one for reflective loss, the other
Guernsey’s place in the world, for limitation and contributory
he adds, is based on being an Alex Ohlsson, group managing negligence.
international citizen. ‘We are partner, Carey Olsen ‘As a firm, we’re regularly
focusing on enhancing our instructed in connection with
private wealth and family office Asia and the US.’ shareholder disputes,’ says
services, the concentration on Harneys litigation partner Rigby. ‘Whilst recent market
development of sustainability William Peake highlights one of conditions have generated some
offer, and a focus on the Middle the biggest and longest-running new matters, market sentiment
East, the Far East and the US, as a disputes in the Caribbean. ‘The doesn’t suggest a very substantial
line of where capital and wealth $9.2bn Saad litigation (AHAB increase in this work due to
are being generated.’ v Saad) is pending judgment in Covid-19. The most significant
the Cayman Court of Appeal,’ shareholder dispute we’ve
Disputes aplenty he says. ‘We advise the joint been involved in over the last
According to Romer, Collas Crill’s official liquidators of the Saad 12 months is ETFS, a claim for
Cayman litigation team has seen Investments Finance Company. unfair prejudice by private equity
extraordinary growth. ‘It’s been This was the longest trial at investors against the founder
led off the back of insolvency, first instance and appeal in the majority shareholder.’ The case
shareholder activism, creditor-led history of the Commonwealth. is now going to the Court of
restructurings and squeeze-out The judgment is eagerly awaited Appeal.
mergers,’ he says. ‘A significant by onshore and offshore Jersey-based dispute resolution
majority has come through Asia practitioners, given the broad specialist Baker & Partners
and Hong Kong, but also from US range of important topics it will opened a new office in Cayman
investment funds and institutional have to tackle and the amounts last October. ‘It has made steady
funding structures. One of our at stake.’ strides,’ says managing partner
fastest-growing practice areas is In addition to the Saad case, Steve Baker. In Jersey, he expects
the merger appraisal practice in Rigby highlights three other ‘an uptick in insolvency related
Cayman – that’s all driven out of cases to watch in 2021: TDT in litigation, in particular the
8
April 2021 | Offshore Report
recognition of foreign insolvency management. But for us, and published its Made In America
practitioners’. indeed for the offshore industry tax plan, which aims ‘to make
The biggest Jersey dispute as a whole, we’ve weathered the American companies and workers
this year will be MB and S and storm OK so far.’ more competitive by eliminating
Golovina v Rusal, he suggests. Few managing partners would incentives to offshore investment’.
Rusal (Oleg Deripaska’s company) publicly echo this sentiment. Exactly what this will mean in
was headquartered in Jersey. But in addition to the impact practice remains to be seen.
It is alleged that in a breach on their business, the Covid-19 Mackereth comments: ‘The
of confidence/unlawful means pandemic has taken a personal next big story looks set to be the
conspiracy, it ignored designs and and professional toll on many possibility of a global new deal
patents that belonged to another. individuals in different ways. on tax and BEPS, with the Biden
Fritha Ford, disputes partner In interview, several managing administration’s Made in America
at Hatstone, says: ‘In Jersey, a lot partners are at pains to emphasise plan signalling a new desire to
of private wealth disputes have a the importance of maintaining co-operate internationally and
certain layer of privacy that you staff morale. the OECD so far making positive
don’t necessarily get elsewhere Although Covid-19 continues noises that the plan hits the Pillar
– it’s a massive appeal for this to dampen economic activity, I and II objectives. At present,
jurisdiction,’ she says. ‘In terms global financial markets have there is much still to be ironed
of disputes we’re seeing, they recovered their equilibrium. By out. But if successful, this would
are very much wanting to hold the time US voters firmly rejected introduce very significant changes
trustees to account.’ Donald Trump last November, the to business and markets globally,
S&P500, DJIA and Nasdaq were which will take months or years
Rebound anticipated already back to their pre-Covid to work through. It will bring both
But not every firm has found a levels. As leading indicators, challenges and opportunities, both
silver lining during the pandemic. these indices have since grown anticipated and unanticipated, on
One managing partner gave a by an additional 15% to reach a global scale.’
more nuanced assessment in new highs, promising better Meanwhile another cloud
interview earlier this year: ‘Anyone times ahead – both onshore and seems set to lift as Covid
who says they’re not struggling offshore. restrictions gradually diminish
would be lying. Every sector of the One potential cloud looms on Dispute and national economies begin to
economy and every business has the horizon. ‘Companies aren’t resolution benefit from a sharp economic
struggled or suffered as a result going to be able to hide their specialist Baker rebound. On balance, the outlook
of Covid, though businesses have income in places like the Cayman & Partners for offshore centres and the law
opened a
struggled in different ways. Some Islands and Bermuda, in tax new office in firms that operate in them is still
financially, others socially. Others havens,’ said US President Joe Cayman last perceived as being generally very
are struggling in terms of pure Biden in April, as the US Treasury October ▼ positive.
9
Offshore Report | April 2021
The SPACs phenomenon
As the market takes a pause and the SEC steps in, offshore firms
reflect on a 12-month SPAC boom
T
he big story so far this Activity has been high both ▲ Cayman is successfully brought SPACs to
year, and it’s continuing onshore and offshore. increasingly market, it was a sign that things
the preferred
to expand outside the High-growth sectors, such had really taken off.
jurisdiction for
original US base, is SPACs,’ says as biotech, fintech, healthcare offshore SPACs
Edward Mackereth, Ogier’s global and life sciences are among the Record volumes
managing partner. There is no most prominent issuers. SPACs Labelled by some as a craze,
doubt that SPACs – an acronym have also provided a route to SPACs are a growing asset class
for special purpose acquisition market for businesses ranging that can no longer be ignored,
companies – are indeed big news. from established entertainment according to J.P. Morgan. The
Although they have existed and software companies to SPAC phenomenon is also
for decades on public markets, young, innovative, fast-growing evidenced by the numbers. Data
a tipping point occurred in 2019 companies, as well as the more published by SPAC Research
when private equity firms began speculative transformational shows that there are currently
to use SPACs more often, creating developers of electric vehicle 560 active SPACs with a
an explosion of interest over the technology and flying taxis. But combined value of $180bn+. The
past 12 months in this relatively when fund managers, such as total amount raised in SPAC IPO
arcane financial instrument. Oaktree, Apollo and Cerberus issuance in 2020 was $83.4bn
10April 2021 | Offshore Report
in 248 deals (average size –
$336m), which represents about
60% of all IPOs undertaken in
the US last year.
The comparable SPAC figures
for Q1 this year surpassed the
entire total for 2020: $88bn
from 298 IPOs, comprising
two-thirds of the aggregate US
IPO market by value and three-
quarters by volume. Among
them are prolific SPAC issuers
with a strong track record
like Churchill Capital, FinTech
Acquisition and Gores. If current
trends were to persist, and that
is a big if, the industry could
potentially be looking at 1,000+
SPAC deals in 2021.
A note of caution amid the
exuberance: only 25% of SPACs
listed since 2019 have completed
deals so far, leaving 550+
companies looking for target
M&A combinations, and there is ❝ The SPAC boom SPACs are often referred to as
“blank cheque companies”, since
a growing fear of funding supply
shortages in a crowded market.
continued at full pace investors do not know in advance
where or when their money will
Advising issuers and
underwriters is a highly
during Q1 of 2021 be invested. As shell companies
with no commercial operations or
competitive business for US Jonathan Rigby, global managing employees, SPACs are admitted to
law firms: Davis Polk, Kirkland, partner, Mourant listing on a stock exchange for the
Ropes & Gray, Skadden and exclusive purpose of subsequently
White & Case continue to vie acquiring or merging with one
for pole position in the SPAC is the dominant advisory law or more operating private target
adviser league tables. Alongside firm offshore. In 2019, Maples companies in a specific industry.
them is mid-town Manhattan did 19 of the 20 Cayman deals. When the IPO takes place,
specialist, Ellenoff Grossman & Instructed on 70+ deals last year, because they do not know the
Schole (EGS), which has currently the firm surpassed that figure in potential target, investors rely
advised on more SPAC deals just the first quarter of 2021. on the expertise of sponsors
in 2021 than any other firm, who have operating or investing
according to Bloomberg Law. How do SPACs work? experience (or both), to identify
Like Kirkland, EGS has advised Essentially, a SPAC is created by the right combination partner.
more issuers than underwriters. a team of investors (sponsors) For the target company, merging
Onshore, many SPACs that to acquire another company. 560 with a SPAC offers a cheaper and
intend to pursue US targets are still As publicly-traded investment faster alternative to going public
Number
incorporated in Delaware. But the vehicles, SPACs raise funds via itself.
trend has been shifting offshore. an IPO to complete a targeted
of active To date, SPACs have primarily
Suzanne Correy, corporate partner acquisition within a specified SPACs – with been NYSE- or Nasdaq-listed
at Maples and Calder, notes: time frame, typically 18-24 a combined acquisition vehicles. Having raised
‘We’ve seen the market evolve months. Investing in and listing value of funds via an IPO, the money
in terms of the relative number a SPAC is much quicker and less $180bn+ is then placed by the sponsor
of Delaware SPACs and Cayman burdensome than a conventional in a trust account prior to the
SPACs. There used to be many IPO. No roadshows are needed, acquisition or merger taking
more Delaware SPACs, but that is for example. Instead, the sponsor place. SPACs are required by
no longer the case.’ does an IPO for the SPAC, raising their charter to complete the
If Cayman is increasingly the money to find a private company initial business combination – or
preferred jurisdiction, then Maples to take public. de-SPAC transaction – within
11Offshore Report | April 2021
the specified time period, or to
liquidate and return the gross
proceeds raised in the IPO to the
shareholders.
Cayman leads
Increasingly, SPACs have been
using an offshore incorporated
company to list. Over the past
two years, more than a third
have been incorporated in BVI
or Cayman, with the majority
choosing the latter. These
jurisdictions offer stability, tax
neutrality and wide acceptance
on global exchanges, as well as
flexibility to structure incentives as
investors require.
Alex Ohlsson, group managing
partner of Carey Olsen, says SPAC
activity in the US has resulted in
‘an uptick in formation and listing
work for our Cayman office,
❝ If there’s even a small
since Cayman vehicles tend to be Ogier Cayman assisted Kismet
utilised by the US markets’. on two SPACs for a combined
Cayman is both a sophisticated
and a straightforward jurisdiction
chance that the post- $500m IPO on the Nasdaq, Arya
Sciences Acquisition Corp III
to use for a SPAC, explains
Matthew Gardner, head of
business combination on a $350m SPAC merger with
Nautilus Biotechnology, and
Maples’ Cayman corporate company might be located ITHAX Acquisition Corp on its
practice and managing partner $241.5m IPO on the Nasdaq.
of the firm’s Cayman office. ‘It outside the US, it makes Ogier also acted as BVI counsel
sense to set up your SPAC
is relatively straightforward to on the $138m Nasdaq IPO of East
list on a US exchange using a Stone Acquisition Corp.
Cayman company, while the
laws and practices for effecting
in Cayman PE-backed deals
the subsequent business Michael Johns, corporate partner, Last October, Virgin founder Sir
combinations, which may include Richard Branson raised $460m
Maples
moving the company back by creating VG Acquisition, a
onshore, are well established,’ he new Cayman-registered SPAC.
says. sponsors looking at launching Davis Polk and Maples advised
Jonathan Rigby, global SPACs in the near term.’ Mourant Virgin. Russell Willings, partner at
managing partner of Mourant, recently acted as Cayman Harneys, says: ‘While it couldn’t
notes: ‘The SPAC boom continued counsel on the establishment by any means be described as
at full pace during the first of L Catterton Asia Acquisition, an early user of SPACs, Virgin’s
quarter of 2021. We’re seeing which is focused on the consumer use of a SPAC in October 2019
an increasing focus on the issuer technology sector across Asia. to fund Virgin Galactic (for trips
vehicle being established in ‘Cayman and BVI law vehicles into space) and the group’s
Cayman and expect this trend to have been used extensively – subsequent enthusiasm for SPACs
continue. The Mourant Cayman that’s been particularly strong – their next one is investing in
team has been very busy advising in Asia,’ says Mackereth. ‘While the D2C genetic testing service
on these transactions, with many the US (SPAC) market has been 23andMe (a $3.5bn deal) – have
still in the pipeline.’ slowing, European timezone contributed to their profile and
He adds: ‘Interestingly, we’re markets like London, Amsterdam use for funding other space and
now seeing demand from our and Luxembourg have been biotech businesses.’
clients in Asia, with a number of looking to market equivalent In Cayman, Harneys has advised
highly regarded private equity products,’ he says. Proficient Alpha Acquisition Corp,
12Est. 1964 Legal, Corporate, Fiduciary & Compliance Walkers is a leading international law firm providing legal, corporate, corporate governance, regulatory compliance and fiduciary services to global corporations, financial institutions, capital markets participants, investment fund managers and ultra high net worth individuals. We are experienced in all types of international and cross-border transactions, covering a broad range of sectors, and advising on the laws of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Ireland and Jersey from our global network of offices. www.walkersglobal.com Global Legal and Professional Services BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS | DUBAI | GUERNSEY | HONG KONG | IRELAND | JERSEY | LONDON | SINGAPORE
Offshore Report | April 2021
a US incorporated SPAC, on its
business combination with Lion
Group, a Cayman entity; NFC (a
SPAC) on its $1.4bn acquisition
of United Family Healthcare,
a premium private healthcare
operator in China; and NCF
Wealth Holdings, a $2bn Chinese
fintech company in relation
to its acquisition by a Nasdaq-
listed SPAC, Hunter Maritime
Acquisition Corp.
For Cayman-based firms such as
Walkers, SPACs have also provided
rich pickings. The firm’s global
managing partner Ingrid Pierce
notes: ‘There has been a lot of
SPAC activity in the tech space,
plus combinations with large PE
houses backing these deals. We’ve
seen our traditional institutional
private equity clients getting
involved because there’s so much
investor appetite.’
She explains: ‘Part of that has
been driven by the amount of
capital out there to be deployed.
People are just waiting for the
❝ There has been a lot of evolved in the way that they are
structured.’
right opportunity and then
jumping on it. Because some tech
SPAC activity in tech, plus Browse through the S-1
forms of ‘newly organised blank
businesses have exploded in value, combinations with large PE cheque’ companies, issued by
there are always people looking the US Securities and Exchange
for new, creative ways to derive houses backing these deals Commission (SEC), and you will
and monetise the value that might see a catalogue of elite US law
come out of those combinations.’
Ingrid Pierce, global managing firm names advising the issuers
Most notably, Walkers Cayman partner, Walkers and underwriters where Maples
has advised Queen’s Gambit on acts as the Cayman adviser.
two SPACs (see box on page 16). on SPAC deals in Cayman, with In the past year, these include:
Walkers has also advised Vectorsome notable success in high- David Polk, Ellenoff Grossman,
Capital in connection with an profile deals like Queen’s Gambit. Fried Frank, Kirkland, Latham,
upsized $450m IPO of its SPAC, In its sights is the undisputed McDermott Will & Emery, Paul
Vector Acquisition Corporation king of the offshore SPAC jungle, Weiss, Ropes & Gray, Shearman
II, on the Nasdaq, and Ace Maples, which has advised on & Sterling, Sullivan & Cromwell,
Convergence Acquisition Corp in more than half of all deals done Skadden, Weil, and White &
connection with its agreement to offshore over the past two years. Case, among others. ‘Many of the
enter into a business combination Maples has the advantage of US law firms that act for SPACs
with Achronix Semiconductor having developed its expertise also act for the underwriters on
Corporation, a high-end FPGA over many years. ‘Initially SPACs other deals,’ says Correy.
semiconductor company. Walkers were a niche market,’ says Michael Johns, corporate
also assisted Apollo Global Gardner, who started doing partner at Maples, points out that
Management on an upsized SPAC deals nearly 20 years ago. flexibility is a key advantage. ‘If
$600m IPO of Apollo Strategic ‘The market for SPACs became there’s even a small chance that
Growth Capital II on the Nasdaq. challenging in the immediate the post-business combination
aftermath of the global financial company might be located
Maples wears the crown crisis, but their popularity has outside the US, then it makes
Under Pierce’s leadership, Walkers been rebuilding steadily over sense to set up your SPAC in
has been chasing hard to catch up the last decade. They have also Cayman,’ he notes, adding: ‘It is
14April 2021 | Offshore Report
very easy to get a Cayman SPAC Grab’s $40bn SPAC deal between July 2020 and February
back into the US, but harder to In early April, the FT reported 2021, according to Refinitiv
move a US SPAC out of the US.’ that SPAC funding may be drying data. It has since fallen by 20%.
Some Maples clients opt for up, pointing to ‘a slowdown Investors are also undertaking
multiple SPACs. In recent years, for one of Wall Street’s hottest greater due diligence on the
veteran Hollywood executives products after a record-breaking managers who put SPAC deals
Jeff Sagansky, ex-CBS, and Harry quarter’. Advisers were said together. For SPACs that have
Sloan, formerly CEO of Metro- to be ‘struggling to find Pipe already gone public and are
Goldwyn-Mayer, have teamed up (private investment in public looking for a target, there is
to do Cayman SPACs ((Global, equity) financing to complete further pressure to get the deal
Silver, Double, Diamond, Flying their planned acquisitions’. done.
and Platinum) under the Eagle Bill Gates, an early backer of Meanwhile, the SEC has
brand. QuantumScape, a NYSE SPAC, promised closer scrutiny of
Their seventh and latest SPAC, then went on CNBC to suggest revenue and profit projections
Soaring Eagle Acquisition Corp. – that investors do what he’s doing put out by businesses going
which raised $1.5bn in February – and only get involved with quality public via SPACs. This includes
was advised by White & Case and SPACs. accounting procedures.
Maples. Sloan is Soaring Eagle’s Given what happened in Some SPACs have improperly
CEO and chairman and Sagansky Q1, according to key market accounted for warrants sold or
one of its founding investors. participants, the market arguably given to investors, according
‘We have a number of clients needs a pause on the IPO front to a statement issued by John
who have done more than one as it digests the frenetic level Coates, acting director, division of
SPAC,’ says Johns. ‘Some are even of activity. The IPOX SPAC corporation finance at the SEC.
establishing more than one SPAC Index, which tracks the SPACs’ But even if some of the froth in
at the same time.’ performance, rose by 88% the SPAC market is blown away,
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Qu MOffshore Report | April 2021
the medium-term outlook for Corp – by far the biggest such conditions for SPAC sponsors,
(quality) SPACs, onshore and combination to date. Skadden including a proven track record
offshore, remains buoyant. and Hughes Hubbard & Reed for managing money.
Less than a week after are advising Grab; Ropes & The European market for
the bearish FT story came Gray is advising Altimeter SPACs also seems set to pick
an announcement that the Growth; WilmerHale is advising up. February saw the launch
Singapore-headquartered ‘super Altimeter Capital Management of Lakestar SPAC I SE, a
app’ Grab, which was founded in and Altimeter Capital Markets Luxembourg-incorporated SPAC,
2012 as an Uber-like ride-hailing (affiliated with Altimeter Growth); which will focus on an acquisition
service and now offers services in and Cooley represents the in the tech sector in Europe. The
everything from food delivery to placement agents. Frankfurt Stock Exchange landed
online banking, would float on the €275m IPO, the largest
the Nasdaq in a $39.6bn (£29bn) A global phenomenon SPAC IPO ever in Germany and
deal. As southeast Asia’s most Encouraged by the huge the first such IPO in the last 10
valuable startup, Grab expects volume (and value) of US years. Euronext Amsterdam and
that its total ‘addressable market’ activity, other countries are Deutsche Börse also anticipate
will grow to $180bn by 2025, looking at SPAC potential in growing interest in SPACs and an
compared to $52bn last year. It their markets, creating further increase in listings.
has not excluded the possibility of potential offshore. In Hong But the biggest deals are
a secondary listing on a southeast Kong and Singapore, regulators expected on the London Stock
Asian exchange. are considering tighter listing Exchange (LSE), when the rules
In a show of strength for the frameworks than the US, allow. ‘SPAC revolution set to
SPAC market, Grab struck the according to Bloomberg. Hong unlock Big Bang 2.0 for the City
record-breaking merger deal Kong regulators are reportedly of London’ stated one headline,
with US-based Altimeter Growth considering setting special referencing London’s financial
Queen’s Gambit: ‘Investing is a game of chess’
I
ngrid Pierce, Walkers global managing partner, describes ‘I see investing as a game of chess,’ says Grace. Taking
it as ‘a super interesting deal’ – the $300m IPO on the the SPAC route to raise funds was ‘a really extraordinary
Nasdaq of Queen’s Gambit Growth Capital, which is experience, understanding the value of such a vehicle,’
incorporated as a Cayman exempted company. she explains. ‘When I saw how it worked, I just thought:
Labelled ‘a fundamentally different kind of SPAC’, by wow, what a great structure. It’s really beneficial to every
its CEO Victoria Grace, Queen’s Gambit is emblematic of stakeholder, supports early investors, the founding team,
the increasing ESG (environmental, social, and corporate the management team and the stock.’
governance) focus of investment. ‘The younger generation The net result, she suggests, is that ‘you’re providing
cares a lot more about the environment, sustainability and a company with a fully funded balance sheet, so the
doing good,’ she says. ‘I’m very happy about that, and it’s management team can focus purely on execution and
only going to continue in that direction.’ delivering product to the market, as opposed to doing
multiple rounds of financing and raising capital’.
Disruptive solutions Beyond its ESG credentials, Queen’s Gambit has other
Queen’s Gambit will target a platform that ‘provides unique characteristics. ‘We are all women,’ says Grace.
disruptive solutions to its sector that promote sustainable ‘Whereas 99% of SPACs are run by men. You can count
development, economic growth and prosperity’. Sectors of on one hand the number where there is a female CEO. We
potential interest include clean energy, healthcare, financial don’t just have a female CEO, we have an entire female
technology, industrials, mobility and emerging technology. team.’ The female-led management team and board
A nod to the recent Netflix miniseries, Queen’s Gambit includes: CFO Anastasia Nyrkovskaya, who serves as CFO
is one of the oldest opening moves in the game of chess. of FORTUNE Media, as well as Starwood Capital senior
Grace was taught how to play by her father as a child in managing director Jennifer Barbetta, and Jamf Holding Corp
Moscow. ‘My dad is a math professor, so there was no CFO Jill Putman.
choice but to play chess,’ she says. These lessons served her
well. A successful career in Wall Street led her, in 2015, to Excellent lawyers
founding Colle Capital Partners – an opportunistic, early- The Queen’s Gambit legal advisory team is comprised of
stage technology venture fund. Vinson & Elkins in New York and Walkers in Cayman. ‘They
16April 2021 | Offshore Report
services deregulation in October
1986. The story underneath
detailed a landmark government
report by Lord Hill, which was
published in March.
Hill’s report called for UK
regulators to allow SPACs to list
in London and the easing of share
listing restrictions, including a
range of deregulatory measures
that would aim to ‘ensure the
UK remains one of the most
attractive places to grow and list
successful, innovative companies’.
The recommendations were,
reportedly, very well received by
Rishi Sunak and Boris Johnson,
suggesting that London will FCA (Financial Conduct Authority) ▲ Rishi Sunak Willings says: ‘The recent
indeed open up to SPACs. will shortly be consulting on his welcomed a announcement that the UK listing
recent review
In his Budget 2021 speech, proposals.’ The FCA has said that, rules will be amended is clearly done
‘changing
Sunak welcomed the review subject to consultation feedback, the rules to with a view to making the UK more
‘changing the rules to encourage it will ‘carefully consider’ the encourage more attractive for SPACs, and is one
more companies to list here’, recommendations and plans to companies to more step in changing the SPAC
list here’
adding: ‘Let me thank Lord Hill for create the relevant rules by the from being a US phenomenon to a
leading this landmark review... the end of the year. global phenomenon.’
❝ When I saw how it
worked, I just thought:
wow, what a great
structure
Victoria Grace, CEO, Queen’s
Gambit Growth Capital
have been excellent,’ says Grace. Attorneys are
really important, she adds. ‘The efficient ones
devise a structure very quickly and negotiate
the right plan and don’t focus on things that
don’t matter. You can over-lawyer everything.
That’s why you really want to have lawyers
who have pretty good business acumen
and understand what is the business
decision and what is the legal decision.’ really understand how everything works, how to structure
Grace notes: ‘Lawyers make your life easier because they it, and make it very easy to execute a transaction.’
help you with structuring the deal. Really good lawyers So pleased is Grace with her SPAC experience that
enable you to be creative with the structure, because you’re Queen’s Gambit has another one lined up, which already
trying to accommodate a lot of different stakeholders. has SEC approval. ‘The second SPAC was prepared because
You want to accomplish everybody’s goals – it could be we see so many opportunities,’ she says. ‘We thought: what
a liquidity consideration, a voting consideration, a board if several companies want to do deals with us, what are we
structure, dealing with some investors that want to cash going to do when we have only one vehicle? That was the
out. All these are really critical issues and obviously, the key accelerator to launch another one. So we have our next
stock itself is a complex structure. So you need lawyers that vehicle ready to go.’
17Offshore Report | April 2021
Gibraltar: a hub for
crypto entrepreneurs
First it was gaming, now Gibraltar’s DLT regulations have led to
an ecosystem of crypto investors and advisers
G
ibraltar has much to from a cluster of big brand ▲ Gibraltar one of the first in the world to
celebrate. Not only have names choosing it as a low-tax was the first pass DLT regulations. ‘That seed
European
all its adult citizens been operational hub: Stan James was planted in the government’s
jurisdiction
vaccinated against Covid-19, (Unibet), William Hill, 888Casino to pass DLT mind by a small group of lawyers
but a treaty has finally come into and the first iGaming company regulations who saw an opportunity to
force between Spain and the UK to base itself there, BetVictor. regulate this type of activity,’ says
on tax cooperation. Post-Brexit, About 15% of Gibraltar’s 34,000 Anthony Provasoli, who co-leads
Gibraltar can now apply EU- workforce is employed in the the fintech team at Hassans,
equivalent legislation in terms of gaming industry. Gibraltar’s largest law firm.
tax transparency and the fight But there is a new techno kid
against money laundering. on the Rock: cryptocurrencies Crypto world firsts
As one of the world’s premier and other digital assets using The Gibraltar Financial Services
jurisdictions for online gaming, distributed ledger technology Commission (GFSC) then
with 35 licensed operators, (DLT). In 2018, Gibraltar was the introduced one of the world’s
Gibraltar continues to benefit first European jurisdiction and first bespoke licensing regimes
18April 2021 | Offshore Report
for fintech firms using DLT. When
the Gibraltar Blockchain Exchange
❝ That seed [of DLT has led the way in DLT and
blockchain technology,’ he says.
(GBX) was granted a full licence
by the GFSC, the Gibraltar Stock
regulation] was planted in ‘If it’s now going to be a major
centre for this type of activity,
Exchange (GSX) became the the Gibraltar government's we’re going to see DLT-related
world’s first stock exchange to disputes being litigated on the
own a regulated blockchain mind by a small group of Rock.’
exchange.
These initiatives created lawyers eToro SPAC
headlines and attracted It is perhaps no surprise that
Anthony Provasoli, corporate
investment. Gibraltar has since Gibraltar’s DLT innovation
welcomed major cryptocurrency partner, Hassans overlaps with the SPAC
companies, including multi- phenomenon. In a deal
currency wallet Xapo, and Selwyn Figueras, a former reportedly worth more than
exchanges, LMAX and Huobi. member of the Gibraltar $10bn, Hassans’ client eToro
Globally, it now has the fourth Parliament and now a Hassans recently announced that it
highest number of domiciled partner, develops the point. intends to go public via a merger
crypto hedge funds. ‘What we’re seeing is a repetition with FinTech Acquisition Corp V,
‘An ecosystem of crypto of what happened in gaming,’ a SPAC led by Betsy Cohen, chair
entrepreneurs has developed he says. ‘When we set up of FinTech Masala.
here,’ says Provasoli. ‘In response, the gaming industry, a lot of eToro is one of the world’s
the expertise amongst the entrepreneurs came to Gibraltar largest social trading platforms,
professional service providers - to set up their businesses, but offering investment in stocks
lawyers, accountants, bankers very quickly it became their home. and cryptocurrencies. Its
– has had to keep pace. It’s In crypto, as in gaming, it’s a story Gibraltar subsidiary, eToroX, is
culminated in exactly what of entrepreneurs putting down a fully regulated cryptocurrency
we wanted to create: a DLT/ roots here.’ exchange. Once the merger
crypto/tech hub in Gibraltar for Elliott Phillips, partner at completes, it is expected that
companies to settle and operate Signature Litigation in Gibraltar, eToro will be publicly listed on
within a regulated environment.’ sees another angle. ‘Gibraltar the Nasdaq.
19Offshore Report | April 2021 Advertising feature
The tried and
tested route into
Europe post-Brexit
Dr Andy Sloan, deputy chief executive,
strategy, at Guernsey Finance, says the
island’s tried and trusted reputation as a
home for alternative funds is well earned
G £120bn
uernsey has often our access to Europe’s financial
watched – with a calm services markets also remains
detachment – the waxing unchanged after Brexit. We have of regulated
and waning of the UK’s mercurial various equivalences that remain private equity
relationship with the European unchanged, data protection funds are
institutions over half a century. being one. Our relationship with domiciled in
The island, whose relationship the European Commission and Guernsey
with Britain is through the Crown, the European ESAs and national
not through the state, as a Crown competent authorities for tax and
Dependency, alongside Jersey regulation remain unchanged. post-Brexit environment a long
and the Isle of Man, remained time ago. Our current MoUs
outside of the European Union with the EU 27 remain as they
during the 40-plus years of British ❝ Guernsey has long were. National Private Placement
involvement. Regimes under AIFMD always
Our trading relationship played a bridging role, provided a proven, faster and
linking investment capital
outlined back in the day in the cheaper route to market than
UK’s Treaty of Accession – being the passport. No change there
based on trade in goods, given
that back then it was mainly
flows between UK, EU and either.
agricultural and horticultural
exports – stated that we were
US markets Uncertain world
The double whammy of
part of the Customs Union, but continuity and certainty is
outside the Common Market As a result, Guernsey offers something to be highly prized by
and the European Union for continuity, certainty and fund professionals, particularly
services. Guernsey was never stability. It is a potent mix, in today’s uncertain world where
a member of the EU and was highly regarded in particular by there remains huge opacity in the
always, and remains, considered GPs, especially those looking relationship between UK and EU
a third country in areas of our for a tried-and-tested route to financial services.
own competencies – tax and market into the EU and the UK. Under NPPR, a Guernsey AIF
legislation. Our old ESMA-facilitated MoU can be marketed to targeted
The net result of all that is under AIFMD with the FCA was investors in selected EU member
that the basis and operation of re-papered across to work in a states, regardless of whether
20Advertising feature April 2021 | Offshore Report
the AIFM is domiciled inside or that is going to be more valuable ▲ Guernsey substance and expertise of the
outside the EU. This means that than ever during the next few is part of the firms operating here. It is how
Customs Union,
a Guernsey AIFM can market and years, with continued friction in the island became the dominant
but outside
operate as before. This certainty the relationships of others. the Common jurisdiction in the private equity
is highly beneficial to AIFs seeking Allied to continuity of market Market and the space, in particular offering the
capital from Europe. access, Guernsey continues European Union common-law framework familiar
for services
In today’s challenging market, to provide security of assets to London-based lawyers, and the
a proven, tested route to and reputation. Continuing high levels of service expected.
placing private funds can be the conformity with international Another potent mix.
difference between the success standards on regulation, tax
and failure of a fund launch. transparency and beneficial For more information
UK fund lawyers have described ownership is of huge import, contact:
Guernsey’s position as “incredibly given political risk appetites.
Rupert Pleasant
strong” and “arguably light years Guernsey has a strong track
Chief Executive
ahead” of the UK in terms of record in this area and has 01481 743000
market access. fostered a deserved respected rupert@weareguernsey.com
reputation when it comes to
Proven path international standards. A
Guernsey has long played a premium for today’s investors.
bridging role in the space, linking Guernsey has long been an
investment capital flows between attractive domicile for alternative
UK, EU and US markets. A investment funds, based on the
smooth, proven path is something combination of professionalism,
21Offshore Report | April 2021
Hong Kong at
the crossroads
Never has the conflict between politics and business been more acute,
but offshore law firms in Hong Kong remain confident about its future
T
he big offshore law will mark the halfway point of should have autonomy in its
firms maintain a strong “one country, two systems”: the governmental system and in
presence in Hong Kong, guiding principle for Hong Kong its legal and financial affairs.
which continues to generate an since it ceased to be a British Hong Kong’s Basic Law, the city’s
enormous flow of work in deals, colony. constitution, guarantees freedom
disputes, finance, funds, listings of assembly and speech, as well
and private wealth. Collectively, as an independent judiciary.
their local offices have expanded ❝ Hong Kong is a city
over recent years to surpass the
300-lawyer mark, making it in transition as the PRC Tipping point
Fearful that China is undermining
the third most-heavily lawyered
jurisdiction by offshore firms
increasingly flexes its their autonomy and infringing
their civil liberties through the
after Cayman and Jersey.
But Hong Kong is a city
muscles national security law, which
criminalises secession, subversion
in transition as the People’s and “collusion with foreign
Republic of China (PRC) Designed to last for 50 years forces”, a large percentage of
increasingly flexes its muscles in before the PRC assumes full Hong Kong’s 7.5 million citizens
this unique Special Administrative control in 2047, the principle took to the streets in 2019.
Region (SAR). Indeed, 2022 confirms that Hong Kong Months of protests ensued,
22April 2021 | Offshore Report
culminating in significant it will put Martin Lee in jail, China ▲ The big headline: ‘Companies consider
violence. Time will tell if this was will stop at nothing.’ offshore firms writing Hong Kong out of
maintain a
a tipping point. The geopolitical drums still legal contracts.’ In anonymous
strong presence
The November 2019 District beat. US President Joe Biden in Hong Kong interviews, senior lawyers at
Council elections saw pro- has continued his predecessor’s ten large law firms told the FT
democracy (anti-Beijing) parties hostility towards China, albeit that they had seen ‘a surge in
win by a landslide, shortly before with more sophisticated rhetoric, queries from clients, mostly
Covid-19 first emerged in Wuhan. confirming that he would work headquartered in the US and
Protests naturally subsided. with US allies to hold China Japan, about whether to write
But in March 2021, new accountable for its actions in Hong Kong out of governing
electoral rules were introduced Hong Kong. After taking office, law and arbitration clauses
to ensure a system of “patriots Biden said that he had told when conducting business in the
governing Hong Kong”. President Xi during a lengthy financial hub or entering into
In April, seven of Hong Kong’s conversation: ‘As long as you joint ventures with Chinese and
most prominent pro-democracy and your country continue to so other Asian counterparties’.
campaigners, including veteran blatantly violate human rights, The managing partner of a
barrister and legislator Martin we are going to continue in an major US law firm in Hong Kong,
Lee SC – who helped to write the unrelenting way to call it to the who has worked in the territory
Basic Law – and billionaire media attention of the world, and make for nearly a decade, told the
tycoon Jimmy Lai, were found it clear what’s happening.’ FT: ‘We are now getting a lot
guilty of participating in peaceful of questions from companies
protests. Lai is in prison; Lee Contract fears about this; it has never occurred
received a suspended sentence. A Earlier this year, the FT ran before in my time. We have large
Washington Post headline ran: ‘If another Hong Kong-related private equity clients who never
23Offshore Report | April 2021
used to care about arbitration
clauses, coming to us with the ❝ Everybody was worried things in context: ‘Hong Kong,
and Asia more generally,
simple question of: “Is it safe to
leave Hong Kong as the seat [of
about whether Hong Kong continue to form an important
part of our global strategy. Hong
arbitration]?”’
Some offshore players see this
would continue to be the Kong remains one of the world’s
most important finance centres
as an opportunity to get more gateway (to China). But ten and a significant proportion
work, arguing that if clients are of the world’s leading global
no longer going to use Hong years later, Hong Kong was law firms have a presence
Kong law, they may choose
an alternative with which they still the gateway, and ten there, with many continuing to
invest for future growth. Last
are already comfortable: BVI,
Cayman, or Bermuda. Ogier’s
years after that, it still is year, we announced a series
of promotions in Hong Kong,
global managing partner Edward Phillip Kite, global head of reflecting our growth and our
Mackereth says: ‘It entirely litigation, Harneys continued commitment to this
depends on where you’re sitting. key market.’
If you’re sitting in China, it’s an He adds: ‘The fact that the
exciting opportunity, there’s a have for over 35 years). Hong Asia Pacific region has grown
new market opening up and Kong still has a very important from 10% of global private
these are exciting times. If you’re role to play in terms of raising equity assets under management
sitting in the US, or potentially capital as a financial centre for in 2010 to 25% in 2020, is
in the UK, it’s more complex. But China and the region.’ testament to the fast pace at
overall, the HK market has never 25% which the region has evolved
been busier for us.’ Optimism prevails over the past decade and the
of global
Christian Luthi, chairman of Notwithstanding Hong Kong’s future opportunities for doing
Conyers, reflects a commonly problems, China’s human rights
private equity business here. There is also
held view that most law firm abuses, and the wider issue assets under increasing sophistication in the
clients invariably separate politics of US-China trade relations, management deals that are being done from a
from business. ‘Confidence in the offshore law firms remain largely are now in legal perspective – in their size,
role of Hong Kong has certainly optimistic that Hong Kong the Asia complexity and value.’
taken a bit of a hit,’ he says. business will continue to trump Pacific region One look at the markets tells
‘But business is going to remain local politics. its own story. ‘Hong Kong and
there and, as a firm, we remain Mourant’s global managing the PRC are presently enjoying
committed to that market (as we partner, Jonathan Rigby, puts a bull run in terms of capital
24April 2021 | Offshore Report
markets work and we see this
trend extending well into 2021,’ ❝ Some offshore law firms he says. ‘In the last year it’s
calmed down a little, but activity
says Jonathan Green, global
managing partner of Maples.
have faced a challenge in is still very robust, particularly
in red-chip listings. There were
‘Beneficiaries include significant
technology, biotechnology or
hiring for their Hong Kong about 110 offshore IPOs, 99 of
which were Cayman out of Hong
healthcare businesses that have offices Kong. We advised on 43 of those
primarily listed either on the transactions.’
Hong Kong Stock Exchange
(HKSE) or the Shanghai Stock and $10bn deals coming out of Swing to Singapore?
Exchange.’ He also points to China last year,’ he says. ‘There’s China’s response to the
demand for listings by premium also a material uptick in Hong pandemic has received notably
established business companies Kong transactional work and mixed reviews, although its
listed on the Nasdaq and NYSE, SPACs have seen a massive surge. suppression of Covid-19 case
which are ‘interested in pursuing We’ve chosen to headquarter our numbers and deaths is widely
a dual listing on HKSE or in the ESG (environmental, social and regarded as having been a great
PRC’. corporate governance) drive in success.
Mackereth is equally Hong Kong, because we see that Phillip Kite, global head of
upbeat, thanks to Ogier’s as an area of really significant litigation at Harneys, says:
Hong Kong office achieving potential growth.’ ‘Everybody was initially worried
double-digit growth last year. Conyers’ HK workload also about the impact on their
‘Notwithstanding a pandemic continues to be very strong, business from a decline in Asia
and travel restrictions, there was according to Luthi. ‘The financial work, but the government dealt
some very big-ticket M&A work year 2020 was one of the biggest with the Covid crisis incredibly
– we’ve done a couple of $5bn we’ve seen out of Hong Kong,’ robustly. We all saw that. In
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