Vector Acquisition Corporation’s $777 Million Merger with Rocket Lab USA

Kirkland & Ellis and Walkers advised Vector Acquisition Corporation on the deal, while Goodwin Procter LLP serving as legal counsel to Rocket Lab.

Vector Acquisition Corporation (Nasdaq: VACQ) closed its definitive merger agreement with Rocket Lab USA, Inc. The transaction reflects an implied pro forma equity value of $4.1 billion.

The transaction is expected to result in pro forma cash on the balance sheet of approximately $750 million through the contribution of existing cash estimated to be on Rocket Lab’s balance sheet prior to close, up to $320 million of cash held in Vector Acquisition Corporation’s trust account (assuming no redemptions by Vector’s public shareholders), and a concurrent approximately $470 million PIPE of common stock, priced at $10.00 per share and led by Vector Capital, BlackRock and Neuberger Berman, among other top-tier institutional investors.

Vector Acquisition Corporation (Nasdaq: VACQ) is a blank check company led by veteran technology investor Alex Slusky.

Founded in 2006, Rocket Lab provides end-to-end mission services that provide frequent and reliable access to space for civil, defense, and commercial markets. Headquartered in Long Beach, California, Rocket Lab designs and manufactures the Electron and Neutron launch vehicles and Photon satellite platform.

Morgan Stanley & Co. LLC served as sole financial advisor to Rocket Lab. Morgan Stanley & Co. LLC also acted as the lead placement agent for Vector on the PIPE and capital markets advisor. Deutsche Bank Securities served as sole financial advisor and capital markets advisor to Vector as well as placement agent on the PIPE.

Update: Gross proceeds to Rocket Lab totalled $777 million, combining funds held in Vector Acquisition Corporation’s trust account and concurrent PIPE financing.

The Kirkland team advising Vector was led by corporate partners Debbie Yee (Picture), Sean Wheeler, Travis Distaso and Cephas Sekhar and associates Sami Ghubril, Alon Takac, Alan Radegan, Charles Inclan and Soheil Ebadat; tax partner David Wheat and associate Nicole (Dressler) Martin; capital markets partner Christian Nagler; technology & intellectual property transactions partner John Lynn; executive compensation partner Rohit Nafday; and employee benefits partner Alexandra Mihalas.

Walkers, instructed by Kirkland & Ellis LLP, was led by Cayman Islands partner Melissa Lim and senior counsel Matt Bernardo, with assistance from associates Jennifer Sangaroonthong and Aoife Murphy.

The Goodwin team was led by Dan Adams, Ria Pascual and Dane Patterson, and included Jocelyn Arel, Craig Schmitz, James Nikraftar, Ben Whitlatch, David Johanson, Dustin Baker, Brendan Caldon, Amy Richardson and Hannah Vigil, with invaluable assistance from Lynda Galligan, Grace Wirth, Regina Couto, Rich Matheny, Amy Josselyn, Justin Pierce, Kelsey Lemaster, Leon Peschel, Brian Mukherjee, Mike Jones and Kara Kuritz.

Involved fees earner: Daniel Adams – Goodwin Procter; Jocelyn Arel – Goodwin Procter; Regina Couto – Goodwin Procter; Lynda Galligan – Goodwin Procter; David Johanson – Goodwin Procter; Michael Jones – Goodwin Procter; Amy Josselyn – Goodwin Procter; Kara Kuritz – Goodwin Procter; Kelsey Lemaster – Goodwin Procter; Richard Matheny III – Goodwin Procter; Brian Mukherjee – Goodwin Procter; James Nikraftar – Goodwin Procter; Ria Mae Pascual – Goodwin Procter; Dane Patterson – Goodwin Procter; Leon Peschel – Goodwin Procter; Justin Pierce – Goodwin Procter; Amy Richardson – Goodwin Procter; Craig Schmitz – Goodwin Procter; Hannah Vigil – Goodwin Procter; Ben Whitlatch – Goodwin Procter; Grace Wirth – Goodwin Procter; Travis Distaso – Kirkland & Ellis; Soheil Ebadat – Kirkland & Ellis; Sami Ghubril – Kirkland & Ellis; R. Charles Inclan – Kirkland & Ellis; John Lynn – Kirkland & Ellis; Nicole Martin – Kirkland & Ellis; Alexandra Mihalas – Kirkland & Ellis; Rohit Nafday – Kirkland & Ellis; Christian Nagler – Kirkland & Ellis; Alan Radegan – Kirkland & Ellis; Cephas Sekhar – Kirkland & Ellis; Alon Takac – Kirkland & Ellis; David Wheat – Kirkland & Ellis; Sean Wheeler – Kirkland & Ellis; Debbie Yee – Kirkland & Ellis; Matt Bernardo – Walkers Global; Melissa Lim – Walkers Global; Aoife Murphy – Walkers Global; Jennifer Sangaroonthong – Walkers Global;

Law Firms: Goodwin Procter; Kirkland & Ellis; Walkers Global;

Clients: Rocket Lab USA; Vector Acquisition Corporation;

Martina Bellini

Author: Martina Bellini