Cooley LLP and Conyers advised Origin, while Cleary Gottlieb Steen & Hamilton LLP advised Artius on the deal.
Artius Acquisition, a “special purpose acquisition corporation” (SPAC), entered into a business combination with Origin Materials that will result in Origin’s becoming a public company. Upon closing of the transaction, the combined company will be named “Origin Materials” and remain listed on the Nasdaq under the new ticker symbol “ORGN.” The transaction was announced on February 17, 2021.
The transaction reflects an implied equity value of the combined company of approximately $1.8 billion, based on current assumptions. Upon closing, the transaction is expected to provide $925 million of gross proceeds to the company, comprised of Artius’ $725 million of cash held in trust, assuming no stockholder redemptions, and a $200 million fully committed PIPE at $10.00 per share anchored by existing and new investors, including investments from Danone, Nestlé, PepsiCo, Mitsubishi Gas Chemical and AECI, as well as certain funds and accounts managed by Sylebra Capital, Senator Investment Group, Electron Capital Partners, BNP Paribas AM Energy Transition Fund and affiliates of Apollo.
Origin is headquartered in West Sacramento, California, and is the world’s leading carbon negative materials company. Over the past 10 years, Origin has developed a platform for turning the carbon found in non-food biomass into useful materials, while capturing carbon in the process. Origin’s first plant is expected to be operational in 2022 with a second, full-scale commercial plant expected to be operational by 2025 and plans for additional expansion over the next decade.
Artius is a company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Artius was co-founded by Charles Drucker, the former CEO of WorldPay, Inc., a leading payments company, and its predecessor company, Vantiv. Inc., and Boon Sim, the Founder and Managing Partner of Artius Capital Partners LLC.
BofA Securities served as exclusive financial advisor to Origin. Credit Suisse and Goldman Sachs & Co. LLC served as joint financial and capital markets advisors to Artius and served as co-placement agents on the PIPE offering.
The Cleary M&A team for Artius in the transaction included partner Paul Shim (Picture), associates Kim Petrick and Tim Saviola and law clerk Paul Brudnick. The capital markets team included partner Adam Brenneman, associate Julian Cardona and law clerks Sophia Yang and Xu Yang. Partner Daniel Ilan and associate Jaehwan Park advised on intellectual property and privacy matters. Partner Michael Albano, counsel Caroline Hayday and associate Ashley Powell advised on employment matters. Partner Jason Factor and associates JinSol Lee and Benjamin Hanson advised on tax matters. Counsel Steve Kaiser and associate Isabel Tuz advised on antitrust matters. Counsel Beau Sterling and Rick Bidstrup and associate Madison Bush advised on environmental matters. Senior attorney Jim Corsiglia advised on compliance matters. Counsel Chase Kaniecki advised on CFIUS matters.
The Cooley team included Garth Osterman, Peter Werner, Matthew Dubofsky, John McKenna, Kassendra Galindo, Phillip McGill, Michael Tubbs, Benjamin Clark, Alessandra Murata, Rachel Burns, Alexander Ellebracht and Mark Windfeld-Hansen.
The Conyers team consisted of Partner Matthew Stocker, Counsel Alex Davies and Associate Kiah Estwick.
Involved fees earner: Michael Albano – Cleary Gottlieb Steen & Hamilton; Rick Bidstrup – Cleary Gottlieb Steen & Hamilton; Adam Brenneman – Cleary Gottlieb Steen & Hamilton; Madison Bush – Cleary Gottlieb Steen & Hamilton; Julian Cardona – Cleary Gottlieb Steen & Hamilton; James Corsiglia – Cleary Gottlieb Steen & Hamilton; Jason Factor – Cleary Gottlieb Steen & Hamilton; Benjamin Hanson – Cleary Gottlieb Steen & Hamilton; Caroline Hayday – Cleary Gottlieb Steen & Hamilton; Daniel Ilan – Cleary Gottlieb Steen & Hamilton; Steven Kaiser – Cleary Gottlieb Steen & Hamilton; Chase Kaniecki – Cleary Gottlieb Steen & Hamilton; JinSol Lee – Cleary Gottlieb Steen & Hamilton; Jaehwan Park – Cleary Gottlieb Steen & Hamilton; Kimberly Petrick – Cleary Gottlieb Steen & Hamilton; Ashley Powell – Cleary Gottlieb Steen & Hamilton; Timothy Saviola – Cleary Gottlieb Steen & Hamilton; Paul Shim – Cleary Gottlieb Steen & Hamilton; Beau Sterling – Cleary Gottlieb Steen & Hamilton; Isabel Tuz – Cleary Gottlieb Steen & Hamilton; Alex Davies – Conyers Dill & Pearman; Kiah Estwick – Conyers Dill & Pearman; Matthew Stocker – Conyers Dill & Pearman; Rachel Burns – Cooley LLP; Benjamin Clark – Cooley LLP; Matthew Dubofsky – Cooley LLP; Alexander Ellebracht – Cooley LLP; Kassendra Galindo – Cooley LLP; Phillip McGill – Cooley LLP; John McKenna – Cooley LLP; Alessandra Murata – Cooley LLP; Garth Osterman – Cooley LLP; Michael Tubbs – Cooley LLP; Peter Werner – Cooley LLP; Mark Windfeld-Hansen – Cooley LLP;