Jocelyn Arel is a pioneer in the U.S. for her innovative work for clients on SPACs, with nearly two decades of successful SPACs transactions under her belt. Ms. Arel advises clients in all aspects of the SPAC lifecycle, including the formation and structuring sponsor entities, representing SPACs and SPAC sponsors in initial public offerings (“IPOs”); representing operating companies, their investors and SPACs in business combinations, or “SIPO transactions”; structuring the debt and equity financing transactions that are often needed to facilitate the closing of SIPO transactions; and, advising investors in both SPAC IPOs and SIPO transactions. In addition to her extensive knowledge of the legal issues related to SPACs, Ms. Arel has a deep understanding of the business, financial and marketing issues that affect the success of SPACs.
In addition to her leadership in the SPAC market, Ms. Arel represents clients in a wide range of capital market transactions, including initial and follow-on public offerings, private placements of debt and equity, alternative financing and 144A transactions, mergers and acquisitions and joint ventures. She has extensive experience in cross-border financings and acquisitions, as well as in providing advice on other U.S.-based activities for companies headquartered in Canada. A significant portion of Ms. Arel’s practice includes counseling clients on ongoing reporting requirements of public companies, corporate governance matters and various other matters affecting public companies, their officers and directors. She also has considerable expertise in structuring and executing secondary sales and other private liquidity programs for private companies and their investors.
A selection of Ms. Arel’s recent representations include:
- Property Solutions Acquisition Corp. II in its $300 million SPAC initial public offering;
- Berkshire Grey (“BG”) in its definitive business combination with Revolution Acceleration Acquisition Corp.;
- Alpha Healthcare Acquisition Corp. in its definitive business combination with Humacyte, Inc.;
- Investors in connection with Wheels Up’s definitive business combination with Aspirational Consumer Lifestyle Corp.;
- Investors in connection with Otonomo Technologies’ definitive business combination with Software Acquisition Group Inc. II;
- Nerdy Inc. on its definitive business combination with TPG Pace Tech Opportunities;
- G Squared Ascend I Inc. in its $300 million SPAC initial public offering;
- Fifth Wall Acquisition Corp. I in its $300 million SPAC initial public offering;
- Omega Alpha in its $120 million SPAC initial public offering;
- Investors in connection with Taboola’s definitive business combination with ION Acquisition Corp. I Ltd.;
- Investors in connection with Billtrust’s business combination with South Mountain Merger Corp.;
- Social Finance, Inc. (SoFi) in its definitive business combination with Social Capital Hedosophia Holdings Corp. V;
- Cano Health, LLC in its definitive business combination with Jaws Acquisition Corp.;
- Cerevel Therapeutics in its business combination with ARYA Sciences Acquisition Corp II;
- Gemini Therapeutics in its business combination agreement with FS Development Corp.;
- Frazier Lifesciences Acquisition Corporation in its $120 million SPAC Initial public offering;
- Vy Global Growth in its $500 million SPAC IPO;
- Qell Acquisition Corp. in its $330 million SPAC IPO;
- Ribbit LEAP, Ltd. in its $350 million SPAC IPO;
- Prime Impact Acquisition I in its $300 million SPAC IPO;
- ·one in its $200 million SPAC IPO;
- PTK Acquisition Corp. in its $100 million SPAC IPO;
- Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. in its $135.7 million SPAC IPO;
- Open Lending LLC in its business combination with Nebula Acquisition Corp;
- Immatics in its business combination with Arya Sciences Acquisition Corp.;
- Investors in connection with the Diamond Eagle Acquisition Corp.’s business combination with DraftKings, Inc. and SBTech Global (Limited);
- Investors in connection with the Exela Technologies, formerly known as Quinpario Acquisition Corp. 2, roll-up business combination with SourceHOV Holdings, Inc. and Novitex Holdings, Inc.;
- BiomX in its business combination with Chardan Healthcare Acquisition Corp.;
- Representation of TKK Symphony Acquisition Corp in connection with its tender offer and business combination with Glory Star New Media Holdings Group Ltd.;
- Yatra Online, Inc. in its business combination with Terrapin 3 Acquisition Corporation; and
- A leading investment bank in connection with the business combination of Boulder Specialty Brands, Inc. with GFA Holdings, Inc, and related PIPE financing, and secured debt financings.
- Yatra Online, Inc. (NASDAQ: YTRA) in its proposed merger agreement with Ebix, Inc. (NASDAQ: EBIX) where Ms. Arel structured s bespoke security using preferred stock that had common stock characteristics while featuring an embedded put right for Yatra shareholders. The deal was recognized for its unique structure by the Financial Times Innovative Lawyers North America.
- WisdomTree Investments, Inc. in its acquisition of ETF Securities’ European commodities platform for $18 billion, $150 million Convertible debt deal and Series A Preferred Stock financing of Securrency, Inc.
- Compass Therapeutics, in its $60 million private placement and reverse merger transaction with Olivia Ventures, Inc.
- Investors in PIPE transactions for Interpace Biosciences, Inc., Novavax, Inc. and Verona Pharma PLC.
- Investors in IPOs including Facebook, Zynga, Groupon, Twitter, Alibaba, JD.com, Spotify, Funding Circle, Xiaomi, Greensky, LendingClub, Dada, Snap and Nexus Limited.
- Issuers and investors in private tender offers in private technology companies.
Prior to joining Goodwin, Ms. Arel was a partner in the Business Practice Group at Testa, Hurwitz & Thibeault, where she was co-chair of the Corporate Finance and Securities Group and member of the Canadian Initiative. Before that, she was an associate in the New York office of Skadden, Arps, Slate, Meagher & Flom.