Nextdoor’s $686 Million Business Combination with Khosla Ventures Acquisition Co. II SPAC

Fenwick & West LLP advised Nextdoor, while Latham & Watkins LLP represented KVSB. Simpson Thacher represented Evercore Group L.L.C. and Morgan Stanley & Co. LLC on the deal.

Nextdoor, a hyperlocal social networking service for neighborhoods, announced a definitive agreement with Khosla Ventures Acquisition Co. II (Nasdaq: KVSB) (KVSB), a special purpose acquisition company (SPAC) sponsored by an affiliate of Khosla Ventures, LLC (Khosla Ventures), under which Nextdoor will become a publicly listed company.

Evercore Group L.L.C. and Morgan Stanley & Co. LLC, as placement agents announced a committed PIPE financing of approximately $270 million of KVSB’s Class A common stock the ‘PIPE’ as part of Nextdoor, Inc.’s entry into a definitive merger agreement with Khosla Ventures Acquisition Co.

Upon closing of the proposed transaction, the combined company will be listed under the ticker symbol “KIND.”

The transaction, which has been unanimously approved by the Boards of Directors of Nextdoor and KVSB, is subject to approval by KVSB and Nextdoor stockholders and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2021.

Nextdoor’s business combination with KVSB will provide access to new capital, which will be used to accelerate the company’s growth plans including hiring, expanding monetization and continuing to develop products to build stronger, more vibrant and resilient neighborhoods.

The Fenwick transaction team included corporate partners Cynthia Hess (Picture), Ethan Skerry, Ran Ben-Tzur, Katherine Duncan and Michael Pilo, associates Victoria Lupu, Joshua Damm, Samuel Fleuter, Tyler Gratton and Arielle Trapp and attorneys Christopher Novak and Sydney Pahren; executive compensation and employee benefits partner Shawn Lampron and associate Jonathan Stephenson; technology transactions partner Jonathan Millard and associate Lise Berichel; privacy and cybersecurity counsel Helen Christakos; and tax partner William Skinner.

Latham & Watkins LLP represented KVSB with a corporate deal team led by Bay Area partners Jim Morrone, Luke Bergstrom, and Brian Paulson and Houston partner Ryan Maierson, with associates Andrew Tremble, Austin Sheehy, Trevor Bossi, and Joseph Kmetz. Advice was also provided on tax matters by Bay Area partner Kirt Switzer, with associate Derek Gumm; on benefits and compensation matters by Bay Area partner Julie Crisp, with associate Megan Ampe; on data privacy matters by Bay Area counsel Robert Blamires and London counsel Danielle van der Merwe, with associates Kiara Vaughn and Jagveen Tyndall; on technology transactions matters by Bay Area partner JD Marple, with associates Heather Lui and Andrew Huang; and on antitrust matters by Washington, D.C. counsel Patrick English.

The Simpson Thacher team included Risë Norman and Mark Brod (Capital Markets).

Involved fees earner: Ran Ben-Tzur – Fenwick & West LLP; Lise Berichel – Fenwick & West LLP; Helen Christakos – Fenwick & West LLP; Cynthia Clarfield Hess – Fenwick & West LLP; Joshua Damm – Fenwick & West LLP; Katherine Duncan – Fenwick & West LLP; Samuel Fleuter – Fenwick & West LLP; Tyler Gratton – Fenwick & West LLP; Shawn Lampron – Fenwick & West LLP; Victoria Lupu – Fenwick & West LLP; Jonathan Millard – Fenwick & West LLP; Michael Pilo – Fenwick & West LLP; Ethan Skerry – Fenwick & West LLP; William Skinner – Fenwick & West LLP; Jonathan Stephenson – Fenwick & West LLP; Arielle Trapp – Fenwick & West LLP; Megan Ampe – Latham & Watkins; Luke Bergstrom – Latham & Watkins; Robert Blamires – Latham & Watkins; Trevor Bossi – Latham & Watkins; Julie Crisp – Latham & Watkins; Patrick English – Latham & Watkins; Derek Gumm – Latham & Watkins; Andrew Huang – Latham & Watkins; Joseph Kmetz – Latham & Watkins; Heather Lui – Latham & Watkins; Ryan Maierson – Latham & Watkins; JD Marple – Latham & Watkins; Jim Morrone – Latham & Watkins; Brian Paulson – Latham & Watkins; Austin Sheehy – Latham & Watkins; Kirt Switzer – Latham & Watkins; Andrew Tremble – Latham & Watkins; Jagveen Tyndall – Latham & Watkins; Danielle van der Merwe – Latham & Watkins; Kiara Vaughn – Latham & Watkins; Mark Brod – Simpson Thacher & Bartlett; Risë Norman – Simpson Thacher & Bartlett;

Law Firms: Fenwick & West LLP; Latham & Watkins; Simpson Thacher & Bartlett;

Clients: Evercore Inc.; Khosla Ventures Acquisition Co. II; Morgan Stanley; Nextdoor Inc.;

Martina Bellini

Author: Martina Bellini