Skadden, Arps, Slate, Meagher & Flom LLP advised Social Capital Hedosophia Holdings Corp. V, while Wachtell, Lipton, Rosen & Katz and Goodwin Procter LLP acted as legal advisors to SoFi on the deal. Simpson Thacher advised Silver Lake Partners on the deal.
Social Finance, Inc. (“the Company” or “SoFi”), a leading next-generation financial services platform, has entered into a definitive agreement with Social Capital Hedosophia Holdings Corp. V (“SCH”), to bring a major consumer-focused financial technology business to the public markets. The transaction values the Company at an equity value of $8.65 billion post-money.
The transaction is expected to deliver up to $2.4 billion of gross proceeds to the combined company, including the contribution of up to $805 million of cash held in SCH’s trust account from its initial public offering in October 2020. The combination is further supported by a $1.2 billion PIPE at $10 per share led by Chamath Palihapitiya, Founder and CEO of SCH, and Hedosophia, with commitments from funds and accounts managed by BlackRock, Altimeter Capital Management, Baron Capital Group, Coatue Management, Durable Capital Partners LP, and Healthcare of Ontario Pension Plan (HOOPP). SoFi also received a previous anchor investment from funds and accounts advised by T. Rowe Price Associates, Inc.
SoFi is a member-centric, one-stop shop for financial services, including loan refinancing, mortgages, personal loans, credit cards, insurance, investing and deposit accounts, that has allowed more than 1.8 million members to borrow, save, spend, invest and protect their money since its inception. SoFi’s full suite of financial products offers members the speed, selection, content and convenience that only an integrated digital platform can provide and allows them to manage their financial lives in one application, all on their phone.
Connaught acted as financial advisor, Credit Suisse acted as financial advisor, capital markets advisor and placement agent to SCH. Citi and Goldman Sachs & Co. acted as financial advisor and placement agent to SoFi.
The Skadden team advising SCH included M&A partners Howard Ellin (New York; Picture) and Christopher Barlow (New York), and associates Alexandria Robertson (New York), Sean Coburn (New York), Brandon Johnson (New York) and John Martin (New York); Capital Markets partners Gregg Noel (Palo Alto/Los Angeles) and Michelle Gasaway (Los Angeles), and associate Griffin Drake (Los Angeles); Tax partner Victor Hollender (New York) and associate Joseph Soltis (New York); Litigation partners Susan Saltzstein (New York) and Patrick Rideout (New York); Financial Institutions Regulation and Enforcement partner Brian Christiansen (Washington, D.C.) and counsel Austin Brown (Washington, D.C.); and Executive Compensation and Benefits partnerJoseph Yaffe (Palo Alto/Los Angeles) and counsel Linda Barrett (New York).
The Goodwin team was led by Capital Markets partner Ben Marsh and SPAC Co-Heads Jocelyn Arel and Daniel Espinoza, and included Elena Hera, Chukwudi Udeogalanya, Chloe Pletner, Jessica Park, Blake Tyler, Samantha Kirby, Kimberly Monty Holzel, Nick Losurdo, Brynn Peltz, Carl Owens, Dan Karelitz, Andy Barton, Andre Amorim, Brooks Brown, Caroline Bullerjahn, Jana Steenholdt, and Carl Metzger.
The Simpson Thacher team included Atif Azher, Mark Myott and David Wuchenich (M&A); Kenneth Wallach, Hui Lin and James Rapp (Capital Markets); Russell Light (Tax); Tristan Brown (Executive Compensation and Employee Benefits); and Keith Noreika and Adam Cohen (Financial Institutions).
Involved fees earner: Andre Amorim – Goodwin Procter; Jocelyn Arel – Goodwin Procter; Andy Barton – Goodwin Procter; Brooks Brown – Goodwin Procter; Caroline Bullerjahn – Goodwin Procter; Daniel Espinoza – Goodwin Procter; Elena Hera – Goodwin Procter; Daniel Karelitz – Goodwin Procter; Samantha Kirby – Goodwin Procter; Nicholas Losurdo – Goodwin Procter; Ben Marsh – Goodwin Procter; Carl Metzger – Goodwin Procter; Kimberly Monty Holzel – Goodwin Procter; Carl Owens – Goodwin Procter; Jessica Park – Goodwin Procter; Brynn Peltz – Goodwin Procter; Chloe Pletner – Goodwin Procter; Jana Steenholdt – Goodwin Procter; Blake Tyler – Goodwin Procter; Chukwudi Udeogalanya – Goodwin Procter; Atif Azher – Simpson Thacher & Bartlett; Linda Barrett – Simpson Thacher & Bartlett; Tristan Brown – Simpson Thacher & Bartlett; Adam Cohen – Simpson Thacher & Bartlett; Russell Light – Simpson Thacher & Bartlett; Hui Lin – Simpson Thacher & Bartlett; Mark Myott – Simpson Thacher & Bartlett; Keith Noreika – Simpson Thacher & Bartlett; James Rapp – Simpson Thacher & Bartlett; Kenneth Wallach – Simpson Thacher & Bartlett; David Wuchenich – Simpson Thacher & Bartlett; Christopher Barlow – Skadden Arps Slate Meager & Flom; Austin Brown – Skadden Arps Slate Meager & Flom; Brian Christiansen – Skadden Arps Slate Meager & Flom; Sean Coburn – Skadden Arps Slate Meager & Flom; Griffin Drake – Skadden Arps Slate Meager & Flom; Howard Ellin – Skadden Arps Slate Meager & Flom; Michelle Gasaway – Skadden Arps Slate Meager & Flom; Victor Hollender – Skadden Arps Slate Meager & Flom; Brandon Johnson – Skadden Arps Slate Meager & Flom; John Martin – Skadden Arps Slate Meager & Flom; Gregg Noel – Skadden Arps Slate Meager & Flom; Patrick Rideout – Skadden Arps Slate Meager & Flom; Alexandria Robertson – Skadden Arps Slate Meager & Flom; Susan Saltzstein – Skadden Arps Slate Meager & Flom; Joseph Soltis – Skadden Arps Slate Meager & Flom; Joseph Yaffe – Skadden Arps Slate Meager & Flom;