Latham & Watkins represented Embark in the transaction, while Husch Blackwell LLP advised Northern Genesis 2. Winston & Strawn LLP was lead legal counsel to the placement agents on the PIPE transaction.
Embark Trucks, Inc., a leading developer of autonomous software technology for the trucking industry and Northern Genesis Acquisition Corp. II (NYSE: NGAB), a publicly-traded special purpose acquisition company, have entered into a definitive business combination agreement that will result in Embark becoming a publicly listed company.
The transaction reflects an implied pro forma equity value of US$5.16 billion and enterprise value of US$4.55 billion. Upon closing, the combined company is expected to receive approximately $614 million of gross cash proceeds, comprised of approximately $414 million of cash held in the trust account of Northern Genesis 2, assuming no redemptions by NGAB stockholders, and a $200 million fully committed PIPE at $10 per share.
The PIPE is supported by top-tier anchor investors including Canada Pension Plan Investment Board (CPP Investments), Knight-Swift Transportation, Mubadala Capital, Sequoia Capital, and Tiger Global Management, together with the Northern Genesis management team and its associated institutional investors.
Citi served as financial advisor and capital markets advisor to Embark. J.P. Morgan Securities LLC served as financial advisor and capital markets advisor to Northern Genesis 2. J.P. Morgan Securities LLC, Citi, and BMO Capital Markets served as joint placement agents for the PIPE.
Latham & Watkins LLP represented Embark in the transaction with a M&A team led by New York partner Justin Hamill (Picture), Washington, D.C. partner Marc Granger, and Los Angeles partner David Ajalat, with associates Brad Guest and Jake Goodman. Advice was also provided on capital markets matters by Washington, D.C. partners Rachel Sheridan and Shagufa Hossain, with associates Samuel Rettew and Kaan Ulgen; on tax matters by Bay Area partner Katharine Moir, with associate Eric Kamerman; and on benefits and compensation matters by New York partner Austin Ozawa, with associate Anne Bracaglia.
Kansas City-based partner Jim Goettsch led the Husch Blackwell deal team, which included Rebecca Taylor, Lucas Whited, Victoria Sitz, Jason Reschly, Dan Geraghty and Jai Khanna.
Husch Blackwell LLP advised Northern Genesis 2 with partners Michael J. Blankenship and Pejman F. Sharifi, and associates Alec P. Tanner and Aaron W. Walker.
Involved fees earner: Daniel Geraghty – Husch Blackwell LLP; Jai Khanna – Husch Blackwell LLP; Jason Reschly – Husch Blackwell LLP; Victoria Sitz – Husch Blackwell LLP; Rebecca Taylor – Husch Blackwell LLP; Lucas Whited – Husch Blackwell LLP; David Ajalat – Latham & Watkins; Anne Bracaglia – Latham & Watkins; Jake Goodman – Latham & Watkins; Marc Granger – Latham & Watkins; Brad Guest – Latham & Watkins; Justin Hamill – Latham & Watkins; Shagufa Hossain – Latham & Watkins; Eric Kamerman – Latham & Watkins; Katharine Moir – Latham & Watkins; Austin Ozawa – Latham & Watkins; Samuel Rettew – Latham & Watkins; Rachel Sheridan – Latham & Watkins; Kaan Ulgen – Latham & Watkins; Michael Blankenship – Winston & Strawn; Pejman Sharifi – Winston & Strawn; Alec Tanner – Winston & Strawn; Aaron Walker – Winston & Strawn;