G Squared Ascend I’s Business Combination Agreement with Transfix

Goodwin Procter advised G Squared Ascend I on the deal. Latham & Watkins represented Transfix.

G Squared Ascend I (NYSE: GSQD), a special purpose acquisition company sponsored by affiliates of G Squared, announced its definitive business combination agreement with Transfix Inc. The closing of the transaction is expected by the end of the first quarter 2022. The combined company is expected to be listed on the NYSE under the ticker symbol “TF.”

The transaction implies a pro forma enterprise value for Transfix of $1.1 billion. Upon the closing of the transaction, existing Transfix shareholders are expected to own approximately 69% of the combined company, with G Squared Ascend I public stockholders owning approximately 24%. G Squared Ascend I’s sponsor has agreed that 50% of its Transfix shares will be subject to forfeiture depending on post-closing share performance. By aligning compensation incentives with management, this structure represents G Squared’s long-term commitment to the investment. The Transaction will also include a Minimum Cash Condition of $200 million. The boards of directors for both Transfix and G Squared Ascend I have unanimously approved the proposed business combination, which is expected to be completed in the first quarter of 2022, subject to, among other things, the approval by G Squared Ascend I’s stockholders of the merger; satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission completes its review of the proxy statement; the receipt of certain regulatory approvals; and approvals to list the securities of the combined company.

Transfix is a market-leading, next-generation freight platform transforming the traditional and digital freight sector while bringing transparency, trust, and sustainability to the transportation ecosystem. The company combines deep industry expertise and a best-in-class carrier network with cutting edge technology. The result? Competitive pricing, superior service and reliability, and unmatched intelligence for optimizing the supply chain from start to finish. Today, the world’s most recognized brands rely on Transfix’s trusted carrier network, including six of the top ten retailers and five of the ten largest food and beverage brands in America. Transfix was named one of Forbes’ “Next Billion-Dollar Startups” and is headquartered in the heart of New York City.

G Squared is a global venture capital firm that partners with dynamic companies throughout their life cycles as a complete capital solutions provider, working to create value for companies, investors, employees, and other stakeholders. The firm focuses on investments in growth-stage technology companies and has invested in nearly 100 portfolio companies since it was founded in 2011. The firm’s affiliate, G Squared Ascend, offers transformative private companies a path to public markets via SPAC.

The Goodwin team consisted of Ilan Nissan (Picture), Dan Espinoza, Pavel Shaitanoff, Marianne Kurlandski, Matthew Schoenfeld, Andrew Berg, Daniel Marks, and Sean Toner and included, Romina Weiss, Matthew Dunay, Andrew Wilson, Sarah Bock, James Devendorf, Al Solecki, Jeehye Park, Steve Argentieri, Kara Kuritz, Whitney Williams, Jackie Klosek, Alex Intile and Paul Thompson with invaluable assistance from Sean Donahue.

Latham & Watkins represented Transfix in the transaction with a corporate deal team led by Washington, D.C. partners Rachel Sheridan and Paul Sheridan, New York partner Justin Hamill, New York counsel Michael Anastasio, and Washington, D.C. counsel Christopher Cronin, with associates Monica Hernandez, Joshua Reisman, and Concepcion Olivera, and special legal consultant Alexander González Castillo. Advice was also provided on tax matters by Bay Area partner Katharine Moir, with associate Derek Gumm, and on benefits and compensation matters by New York partner Jennifer Pepin, with associate Alisa Hand.

Involved fees earner: Steven Argentieri – Goodwin Procter; Andrew Berg – Goodwin Procter; Sarah Bock – Goodwin Procter; James Devendorf – Goodwin Procter; Ryan Donahoe – Goodwin Procter; Matthew Dunay – Goodwin Procter; Daniel Espinoza – Goodwin Procter; Alex Intile – Goodwin Procter; Jacqueline Klosek – Goodwin Procter; Kara Kuritz – Goodwin Procter; Marianne Kurlandski – Goodwin Procter; Daniel Marks – Goodwin Procter; Ilan Nissan – Goodwin Procter; Jeehye Park – Goodwin Procter; Matthew Schoenfeld – Goodwin Procter; Pavel Shaitanoff – Goodwin Procter; Albert Solecki – Goodwin Procter; Paul Thompson – Goodwin Procter; Sean Toner – Goodwin Procter; Romina Weiss – Goodwin Procter; Whitney Williams – Goodwin Procter; Andrew Wilson – Goodwin Procter; Michael Anastasio – Latham & Watkins; Christopher Cronin – Latham & Watkins; Derek Gumm – Latham & Watkins; Justin Hamill – Latham & Watkins; Alisa Hand – Latham & Watkins; Monica Hernandez – Latham & Watkins; Katharine Moir – Latham & Watkins; María Concepción Olivera Amato – Latham & Watkins; Jennifer Pepin – Latham & Watkins; Joshua Cole Reisman – Latham & Watkins; Rachel Sheridan – Latham & Watkins; Paul Sheridan Jr. – Latham & Watkins;

Law Firms: Goodwin Procter; Latham & Watkins;

Clients: G Squared Ascend I; Transfix;

Author: Martina Bellini