Continental Stock Transfer

SPACs

Continental Stock Transfer is the pre-eminent SPAC processor in the country. Our expertise, our specialized systems, procedures, and unique ties with the key industry professionals give us a dominant position in this space. Overall, we have handled more than 80 percent of all SPAC IPOs, totaling more than 140 deals, with a combined value of over $15 billion raised, including the largest deal ever – Liberty Acquisition, which raised more than $1 billion. We have worked with all the key players in this space, including Early Bird Capital, DeutscheBank, Citigroup, Lazard, Ladenberg, CRT, JP Morgan Chase, Credit Suisse, Bank of America, and UBS.

A SPAC is essentially a blind pool by which funds raised are placed into a trust pending the board’s acquisition of a private company target, which usually occurs during a 24-month window. If a satisfactory target is not found and approved by the shareholders during this time, all assets in the trust are returned to the public shareholders, along with accrued interest. Shareholders objecting to any proposed business combination can chose to obtain their pro-rata share of the trust fund.

Continental’s services related to SPAC are all-encompassing and include the following:

Transfer Agent Services:
Services encompass key elements including the maintenance of the shareholder records, issuance of stock certificates, handling restricted and legal transfers, providing full DTC interface for the issuance, separation, and recombination of units and tax reporting, among other services. Continental has developed unique processing arrangements with DTC as well as other intermediaries and information agents.

Warrant Agency Services:
Services include the review and execution of the Warrant Agreement, maintaining a separate warrant holder ledger, issuance of the warrants, and the management of warrant exercises.

Escrow Agency Services:
Services include the review of the Escrow Agreement, the receipt of founder shares in proper transfer order, including Medallion guarantees, and insuring compliance with the Escrow Agreement’s terms, share distribution, and tax reporting.

Trustee Services:
Services include the review and execution of the Investment Management Trust Agreement, interface actions with the depository/bank/broker, periodic reporting to the issuer and accountants, distributions for tax payments, and the distribution of the Trust proceeds. In this regard, Continental is unique in having depository arrangements (for management of assets) with more than a dozen banks and investment banking firms in the United States, Europe, and the Far East.

For more information or consultation, contact our Chairman, Steve Nelson (212.509.4000x201) or Mark Zimkind (212.509.4000x304).