Latham & Watkins represented Aspiration, while White & Case represented InterPrivate III in the transaction. Sidley Austin acted as legal advisor to the placement agents.
Aspiration Partners, Inc. (Aspiration or the Company), a global leader in Sustainability as a Service solutions for consumers and companies, and InterPrivate III Financial Partners Inc. (NYSE: IPVF) (InterPrivate III), a publicly-traded special purpose acquisition company, entered into a definitive merger agreement that will result in Aspiration becoming a publicly listed company. Upon closing of the transaction, the company will be named Aspiration, Inc., and is expected to be listed on the New York Stock Exchange under the new ticker symbol “ASP.” The transaction implies a pro forma equity valuation for Aspiration of US$2.3 billion.
Consideration to Aspiration’s shareholder will comprise at least 175 million shares of InterPrivate III common stock, as well as up to an additional 100 million shares based on the performance in the share price over a 5-year period. In addition, funds and accounts managed by Financière Agache (the Bernard Arnault family office), Doha Venture Capital (Qatar), Capricorn Investment Group, Serengeti Asset Management, Brand Capital International (the strategic investment arm of The Times Group), Western & Southern Life Insurance, InterPrivate Capital, AGO Partners, and Drake are leading participants in the $200 million PIPE at a price of $10.00 per share of common stock of InterPrivate III immediately prior to the closing of the transaction.
After giving effect to the transaction, the Company is expected to have over $400 million of cash to accelerate Aspiration’s growth initiatives, which include marketing and further investment in product innovation and technology.
Aspiration is a leading platform to help people and businesses put automated sustainable impact into their hands and integrate it into their daily lives. Aspiration has earned the trust of its more than 5 million members by helping them spend, save, shop, and invest to both “Do Well” and “Do Good.” Aspiration Partners, Inc. is a certified B Corp.
InterPrivate III Financial Partners Inc., led by Ahmed Fattouh, Sunil Kappagoda, and Nicholaos Krenteras, is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Citigroup Global Markets Inc. is acting as financial advisor, Union Square Advisors is acting as capital markets advisor. Morgan Stanley & Co. LLC and PJT Partners LP are acting as financial advisors to InterPrivate III, Early Bird Capital is acting as capital markets advisor to InterPrivate III, and InterPrivate Capital is acting as strategic advisor to InterPrivate III. Morgan Stanley & Co. LLC is acting as lead placement agent for the PIPE financing, Citigroup Global Markets Inc. and PJT Partners LP are acting as co-placement agents for the PIPE financing.
Latham & Watkins LLP represented Aspiration in the transaction with a corporate deal team led by New York partner Justin Hamill and Bay Area partner Ben Potter, with associates Nima Movahedi, Brian Umanoff, Nathan Wages, Joshua Reisman, and Jack Vanderford. Advice was also provided on capital markets matters by Washington, D.C. partners Rachel Sheridan and Shagufa Hossain, with associates Christopher Bezeg and Concepcion Olivera; on tax matters by Bay Area partner Grace Lee, with associate Alan Kimball; on benefits and compensation matters by Los Angeles partner Michelle Carpenter, with associates Megan Ampe and Joseph Benedetto; on debt finance matters by Bay Area partner Haim Zaltzman and Los Angeles partner Elizabeth Oh; on intellectual property matters by Bay Area partner JD Marple, with associate Caroline Omotayo; on broker dealer matters by New York partner Stephen Wink, with associates Naim Culhaci and Jackie Rugart; on investment advisor matters by Chicago partner Nabil Sabki, with associate John Reinert; and on antitrust matters by Washington, D.C. partner Amanda Reeves and counsels Joseph Simei and Peter Todaro.
The White & Case team that advised on the transaction was led by partner Bryan Luchs, (M&A) in New York, and A.J. Ericksen (Capital Markets), Bill Parish and Hannah Craft (M&A) in Houston. The team also included partners Claudette Druehl (Capital Markets) in New York and Laura Sizemore in London, and associates Elizabeth Goodwin and Cristen Callan (M&A) in New York; Stephen Perry and Rachel Collier (Capital Markets) in Houston; partner Taylor Pullins (Environmental) in Houston; partner Victoria Rosamond and associate Michael Xu (Employment Compensation and Benefits) in New York; partner Arlene Arin Hahn in New York and associates Amy Bagdasarian in Silicon Valley and Nashel Jung (Intellectual Property) in New York; partner Douglas Landy (Bank Advisory) in New York; partner Steven Lutt and associates Julianne Prisco and Christian Berger (Real Estate) in New York; partner Sang Ji in New York and associate Mitchell Li (Tax) in Chicago; counsel Paul Pittman and associate Mark Williams (Data, Privacy & Cybersecurity) in Washington, DC; and partner Rebecca Farrington (Antitrust/Competition) in Washington, DC.
The Sidley Austin deal team was led by Capital Markets partner Rob Ryan (New York) and included Capital Markets associates Alexei Segall and Akina Newbraugh (both New York).
Involved fees earner: Megan Ampe – Latham & Watkins; Joseph Benedetto – Latham & Watkins; Christopher Bezeg – Latham & Watkins; Michelle Carpenter – Latham & Watkins; Naim Culhaci – Latham & Watkins; Justin Hamill – Latham & Watkins; Shagufa Hossain – Latham & Watkins; Alan Kimball – Latham & Watkins; Grace Lee – Latham & Watkins; JD Marple – Latham & Watkins; Nima Movahedi – Latham & Watkins; Elizabeth Oh – Latham & Watkins; María Concepción Olivera Amato – Latham & Watkins; Caroline Omotayo – Latham & Watkins; Benjamin Potter – Latham & Watkins; Amanda Reeves – Latham & Watkins; John Reinert – Latham & Watkins; Joshua Cole Reisman – Latham & Watkins; Jacqueline Marie Rugart – Latham & Watkins; Nabil Sabki – Latham & Watkins; Rachel Sheridan – Latham & Watkins; Joseph Simei – Latham & Watkins; Peter Todaro – Latham & Watkins; Brian Umanoff – Latham & Watkins; Jack Vanderford – Latham & Watkins; Nathan Wages – Latham & Watkins; Stephen Wink – Latham & Watkins; Haim Zaltzman – Latham & Watkins; Akina Newbraugh – Sidley Austin LLP; Robert Ryan – Sidley Austin LLP; Alexei Segall – Sidley Austin LLP; Amy Bagdasarian – White & Case; Christian Berger – White & Case; Cristen Callan – White & Case; Rachel Collier – White & Case; Hannah Craft – White & Case; Claudette Druehl – White & Case; A.J. Ericksen – White & Case; Rebecca Farrington – White & Case; Elizabeth Goodwin – White & Case; Arlene Arin Hahn – White & Case; Sang Ji – White & Case; Nashel Jung – White & Case; Douglas Landy – White & Case; Mitchell Li – White & Case; Bryan Luchs – White & Case; Steven Lutt – White & Case; William Parish – White & Case; Stephen Perry – White & Case; Paul Pittman – White & Case; Julianne Prisco – White & Case; Taylor Pullins – White & Case; Victoria Rosamond – White & Case; Laura Sizemore – White & Case; Mark Williams – White & Case; Michael Xu – White & Case;