AdTheorent’s Business Combination with MCAP Acquisition Corp.

Greenberg Traurig and Nelson Mullins Riley & Scarborough are serving as legal advisors to MCAP while Paul Hastings and Kirkland & Ellis are serving as legal advisors to AdTheorent.

AdTheorent, a programmatic digital advertising leader using advanced machine learning technology, announced its business combination with MCAP Acquisition Corp.(Nasdaq: MACQ) a special purpose acquisition company. The combined company will continue as a publicly listed entity and have an implied enterprise value of approximately $775 million, and pro forma market capitalization of approximately $1 billion.

Institutional and strategic investors including Hana Financial Group, Palantir Technologies, and Monroe Capital have participated in the oversubscribed, upsized $121.5 million PIPE, which was raised at $10.00 per share.

The transaction is expected to close in the fourth quarter of 2021, subject to approval of MCAP shareholders and customary closing conditions.

Canaccord Genuity acted as exclusive financial advisor to AdTheorent.

Bank of America, Cowen, and Canaccord Genuity acted as capital markets advisors to MCAP.

MCAP Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The Paul Hastings team that advised AdTheorent was led by partners Amit Mehta (Picture) and Steve Camhort with of counsel Payam Roshandel, and associates Erica Lee and Megan Craig on M&A. The Securities and Capital Markets team included of counsel James Shea, and associates Amir Heyat and Elena Burns. Additional advice was provided by Dan Stellenberg and Jeffrey Ii (Compensation and Benefits); Jim Smulkowski and Dahlia Ali (Tax); and Ron Ben-Yehuda (IP).

The Nelson Mullins team consisted of Jon Talcott, Peter Strand, Mike Bradshaw, Gary Brown, and Kaylen Loflin.

Involved fees earner: Mike Bradshaw – Nelson Mullins Riley & Scarborough LLP; Gary Brown – Nelson Mullins Riley & Scarborough LLP; Kaylen Loflin – Nelson Mullins Riley & Scarborough LLP; Peter Strand – Nelson Mullins Riley & Scarborough LLP; Jonathan Talcott – Nelson Mullins Riley & Scarborough LLP; Dahlia Ali – Paul Hastings LLP; Ron Ben-Yehuda – Paul Hastings LLP; Elena Burns – Paul Hastings LLP; Steve Camahort – Paul Hastings LLP; Megan Craig – Paul Hastings LLP; Amir Heyat – Paul Hastings LLP; Jeffrey Ii – Paul Hastings LLP; Erica Lee – Paul Hastings LLP; Amit Mehta – Paul Hastings LLP; Payam Roshandel – Paul Hastings LLP; James Shea – Paul Hastings LLP; Ziemowit Smulkowski – Paul Hastings LLP; Dan Stellenberg – Paul Hastings LLP;

Law Firms: Nelson Mullins Riley & Scarborough LLP; Paul Hastings LLP;

Clients: AdTheorent; MCAP Acquisition, LLC;

Author: Martina Bellini