Q4 & Full-Year 2018 SPAC IPO Legal League Tables
Below are the recently released Q4 & Full-Year 2018 SPAC IPO Legal League Tables
To no one’s surprise, Ellenoff Grossman and Schole (“EGS”), once again, led the SPAC IPO Legal League Tables for both the fourth quarter and Full-Year (FY) 2018. EGS absolutely dominated the league this year with a whopping 22 assignments, 16 of which were as Issuer’s Counsel. Overall, EGS’s 22 SPAC assignments accounted for a total 2018 deal volume of a massive $4.4 billion, representing approximately 40% of all SPAC IPO proceeds.
Looking expressly at Q4, EGS was counsel on four SPACs, one less than Graubard Miller’s five, but EGS’s average deal size was considerably larger and that pushed them to the top in Q4 with a total deal volume of $1.04 billion.
However, EGS does have some formidable competition. Specifically, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) and Graubard Miller. Skadden, the other 800 lb. gorilla in the SPAC legal space, ranked second in 2018, representing $3.2 billion in deal volume with 10 SPAC assignments, nine of which were as Underwriter’s Counsel. So while EGS appears to be the law firm of choice for Issuers, Skadden (and Graubard Miller) appear to the counsel of choice for Underwriters. Furthermore, in Q4, Skadden tied EGS for number two with four deals each, one behind Graubard Miller’s five Q4 deals.
Speaking of Graubard Miller, they made a strong push in the fourth quarter racking up five legal assignments, more than any other law firm, for total deal volume of $712 million. This push gave them a year-end total of 15 deal assignments to rank #2 behind EGS in 2018. Additionally, Graubard ranked #4 in total deal volume for the year, just behind Winston Strawn at #3.
Ranked by Volume
(All data is sort-able using the arrow keys located in the header cells)
Q4 2018
| Rank | Law Firm | Volume ($mm) | Deal Count (Total) | Deal Count (Issuer's Counsel) | Deal Count (UW's Counsel) | Avg Size ($mm) | % Mkt Share |
|---|---|---|---|---|---|---|---|
| 1 | EGS | 1,060.5 | 4 | 3 | 1 | 265.1 | 21.0% |
| 2 | Skadden, Arps, Slate, Meagher & Flom LLP | 839.3 | 4 | 0 | 4 | 209.8 | 16.6% |
| 3 | Graubard Miller | 712.7 | 5 | 1 | 4 | 142.5 | 14.1% |
| 4 | Winston & Strawn LLP | 683.8 | 2 | 2 | 0 | 341.9 | 13.6% |
| 5 | Davis Polk & Wardwell LLP | 440.0 | 1 | 0 | 1 | 440.0 | 8.7% |
| 6 | Greenberg Traurig, LLP | 385.7 | 3 | 3 | 0 | 128.6 | 7.6% |
| 7 | Ledgewood | 345.0 | 1 | 1 | 0 | 345.0 | 6.8% |
| 8 | Loeb & Loeb LLP | 184.9 | 2 | 1 | 1 | 92.4 | 3.7% |
| 9 | Kirkland & Ellis LLP | 143.8 | 1 | 1 | 0 | 143.8 | 2.9% |
| 10 | Schiff Hardin LLP | 133.3 | 2 | 0 | 2 | 66.6 | 2.6% |
| 11 | White and Williams LLP | 114.9 | 1 | 1 | 0 | 114.9 | 2.3% |
FY 2018
| Rank | Law Firm | Volume ($mm) | Deal Count (Total) | Deal Count (Issuer's Counsel) | Deal Count (UW's Counsel) | Avg Size ($mm) | % Mkt Share |
|---|---|---|---|---|---|---|---|
| 1 | EGS | 4,467.3 | 22 | 16 | 6 | 203.1 | 20.8% |
| 2 | Skadden, Arps, Slate, Meagher & Flom LLP | 3,216.8 | 10 | 1 | 9 | 321.7 | 15.0% |
| 3 | Winston & Strawn LLP | 2,394.3 | 7 | 4 | 3 | 342.0 | 11.1% |
| 4 | Graubard Miller | 2,261.5 | 15 | 5 | 10 | 150.8 | 10.5% |
| 5 | Greenberg Traurig, LLP | 1,394.7 | 7 | 5 | 2 | 199.2 | 6.5% |
| 6 | Freshfields Bruckhaus Deringer US LLP | 1,252.5 | 3 | 0 | 3 | 417.5 | 5.8% |
| 7 | Kirkland | 1,145.8 | 4 | 2 | 2 | 286.4 | 5.3% |
| 8 | Davis Polk & Wardwell LLP | 740.0 | 2 | 1 | 1 | 370.0 | 3.4% |
| 9 | Paul, Weiss, Rifkind, Wharton & Garrison LLP | 690.0 | 1 | 1 | 0 | 690.0 | 3.2% |
| 10 | Loeb & Loeb LLP | 579.4 | 7 | 3 | 4 | 82.8 | 2.7% |
| 11 | Vinson & Elkins | 552.0 | 1 | 1 | 0 | 552.0 | 2.6% |
| 12 | Thompson & Knight LLP | 414.0 | 1 | 1 | 0 | 414.0 | 1.9% |
| 13 | Ropes & Gray | 400.0 | 1 | 0 | 1 | 400.0 | 1.9% |
| 14 | Weil Gotshal | 400.0 | 1 | 1 | 0 | 400.0 | 1.9% |
| 15 | Gibson, Dunn & Crutcher LLP | 345.0 | 1 | 1 | 0 | 345.0 | 1.6% |
| 16 | Ledgewood | 345.0 | 1 | 1 | 0 | 345.0 | 1.6% |
| 17 | McDermott Will & Emery | 201.3 | 1 | 0 | 1 | 201.3 | 0.9% |
| 18 | Venable LLP | 155.3 | 1 | 1 | 0 | 155.3 | 0.7% |
| 19 | Schiff Hardin LLP | 133.3 | 2 | 0 | 2 | 66.6 | 0.6% |
| 20 | Fox Rothschild LLP | 125.0 | 1 | 1 | 0 | 125.0 | 0.6% |
| 21 | Holland & Knight, LLP | 115.0 | 1 | 0 | 1 | 115.0 | 0.5% |
| 22 | White and Williams LLP | 114.9 | 1 | 1 | 0 | 114.9 | 0.5% |
| 23 | Hunter Taubman Fischer & Li LLC | 46.0 | 1 | 0 | 1 | 46.0 | 0.2% |
Source: SPACInsider, Ranked by volume
To sum up, the top five (in order, based on volume) – EGS, Skadden, Winston & Strawn, Graubard Miller, and Greenberg Traurig – controlled nearly two-thirds of the market share in 2018 (64%) out of a field of 23 law firms. If you’re looking at a SPAC, chances are almost certain that one of these law firms is involved. And more often that not, TWO of these five are involved. That’s how much they dominated the space this year.
It should be noted, however, that Loeb & Loeb was counsel on seven SPACs in 2018, which ties them for fourth in deal count in the FY 2018 table with Winston & Strawn and Greenberg Traurig. However, their average deal size was only $82.8 million, which means Loeb only ranked 10th based on total deal volume. Nonetheless, they made headway in the second half of the year after only working on one SPAC in the first half of 2018.
All told, it was a phenomenal 2018 for SPACs and the top five usual suspects had a great year, as expected. However, next year should be far more competitive and we started to see that in Q4. Going forward you can fully expect to see new law firms dip their toe in the field and others get more aggressive with winning deals since a successful product generally means a tighter race. We already got a taste of that in the later half of 2018, but Q1 2019 should be especially enlightening as an indicator of how the rest of the year shakes out.
We’re looking forward to revisiting the legal league tables in the first quarter of 2019. See you next quarter.
You can find all of the published League Tables by clicking here.