The combined company is expected to receive approximately $1.1 billion of gross proceeds from a fully committed common stock PIPE offering of $600 million, along with approximately $500 million cash held in trust, assuming minimal redemptions of Atlas Crest’s existing public stockholders. The PIPE included participation from leading strategic and long-term financial investors including United Airlines, Stellantis and the venture arm of Exor, Baron Capital Group, the Federated Hermes Kaufmann Funds, Mubadala Capital, Putnam Investments and Access Industries. Additionally Ken Moelis and affiliates, along with Marc Lore, are investing $30 million in the PIPE. The business combination is expected to be completed in the second quarter of 2021 and is subject to customary closing conditions.
Based in Palo Alto, CA, Archer’s mission is to advance the benefits of sustainable air mobility. Archer is creating the world’s first electric airline that moves people throughout the world’s cities in a quick, safe, sustainable, and cost-effective manner.
Moelis & Company LLC served as exclusive placement agent on the PIPE. Barclays Capital Inc. served as exclusive financial and capital markets advisor to Archer. Moelis & Company LLC served as exclusive financial advisor to Atlas Crest. Cantor Fitzgerald & Co. served as exclusive capital markets advisor to Atlas Crest. Duff & Phelps, LLC has provided a fairness opinion in connection with the transaction to the Atlas Crest board of directors.
The Kirkland team advising Atlas Crest was led by transactional partners Edward Lee (Picture), Jonathan Davis and Romain Dambre and associates Shachar Nir and Peter Fritz, capital markets partners Christian Nagler, Michael Kim and Michael Taufner, executive compensation partner Scott Price, and tax partners Mike Beinus and Vivek Ratnam.
The Cooley team included Dave Peinsipp, John McKenna, Al Browne, Barbara Mirza, Todd Gluth, Michael J. McGrail, Tom Connors, Jacqueline Grise, Heather W. Harrington, Jesse Schulman, Tara Capsuto, Melanie Spector, Alexander Davis, Megan Coneeny, Denny Xu, Julia Brinton and David Dalton.
Involved fees earner: Julia Brinton – Cooley LLP; Alfred Browne – Cooley LLP; Tara Capsuto – Cooley LLP; Megan Coneeny – Cooley LLP; Thomas Connors – Cooley LLP; David Dalton – Cooley LLP; Alexander Davis – Cooley LLP; Todd Gluth – Cooley LLP; Jacqueline Grise – Cooley LLP; Heather Harrington – Cooley LLP; Michael McGrail – Cooley LLP; John McKenna – Cooley LLP; Barbara Mirza – Cooley LLP; David Peinsipp – Cooley LLP; Jesse Schulman – Cooley LLP; Melanie Spector – Cooley LLP; Denny Xu – Cooley LLP; Michael Beinus – Kirkland & Ellis; Romain Dambre – Kirkland & Ellis; Jonathan Davis – Kirkland & Ellis; Peter Fritz – Kirkland & Ellis; Michael Kim – Kirkland & Ellis; Edward Lee – Kirkland & Ellis; Christian Nagler – Kirkland & Ellis; Shachar Nir – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Vivek Ratnam – Kirkland & Ellis; Michael Taufner – Kirkland & Ellis;