Gilbert + Tobin is delighted to have acted for Space Exploration Technologies Corp. (SpaceX) on the Australian aspects of its landmark US initial public offering, the world’s largest IPO.
SpaceX offered shares to Australian retail investors under an Australian prospectus as part of a uniquely structured multi-jurisdictional global offering. The offer was an innovative pathway for local retail investors to participate directly in a once-in-a-generation global IPO.
Founded in 2002, SpaceX is a vertically integrated space technology, connectivity and artificial intelligence company. It designs, manufactures, launches and operates advanced products and services built on cutting-edge technologies, including the world’s leading rockets and spacecraft.
The offer used a first-of-its-kind structure for the Australian market, with an Australian offer wrapper sitting alongside SpaceX’s US prospectus. It reflects not only a desire for Space X to have Australian based investors on its register but a growing demand from Australian investors for direct access to major international listings at IPO and reflecting the increasing globalisation of capital markets.
G+T acted as Australian legal adviser to SpaceX on the retail offer, working alongside Mallesons, which advised the global underwriting syndicate. The underwriters include Goldman Sachs, Morgan Stanley, BofA Securities, Citigroup and J.P. Morgan.
G+T advised on the Australian legal and regulatory requirements for the offer, including securities law, financial services regulation, prospectus disclosure, engagement with the Australian Securities and Investments Commission and the use of the Australian offer wrapper.
Peter Cook, partner in G+T’s Corporate Advisory group, said:
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. We are delighted to have supported the development of a market-first structure that combined innovation, execution certainty and regulatory rigour that was required on a transaction of this scale and profile.
Adam D’Andreti, partner at G+T, said:
This is 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. 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.
The G+T team was led by Peter Cook and Adam D'Andreti, with support from special counsel Lucy Hall, lawyers Sean Meehan, Kevin Zhou, Laura Worrad, Matthew Harrington and Jack Stephens and graduates Gemma Gray and Francis Burfitt.
A team from Gibson, Dunn & Crutcher LLP, led by Hillary Holmes, Harrison Tucker and Atma Kabad, is serving as lead counsel to SpaceX advising on its global offering. G+T greatly valued the opportunity to work closely with Gibson Dunn, Davis Polk (as global underwriters’ counsel) and Mallesons on this landmark transaction and appreciated the strong collaboration between the teams in supporting the Australian aspects of the global offering.
