Freshfields and Hengeler Mueller have landed the lead roles advising on the European arm of SpaceX’s initial public offering, with the former acting as counsel to Elon Musk’s company while the latter advises the European underwriters.
The listing, which is set to begin trading tomorrow (12 June), is predicted to be the largest public offering in history. It is also the first time that a US IPO has been structured to tap the 500 million affluent retail investors in Europe.
The Freshfields team advising SpaceX is understood to be led by Christoph Gleske and Daniel von Bülow, two capital markets partners based in the firm’s Frankfurt office.
The Hengeler team advising the banking consortium underwriting the deal is headed up by capital markets partners Alexander Rang and Pascal Brandt, while partners Christian Schmies and Sebastian Adam are advising on regulatory and tax aspects, respectively.
SpaceX will list on both Nasdaq and Nasdaq Texas. There will be share offerings across Europe, though no listing, with additional offerings in Australia, Japan and Canada.
The company was able to select one jurisdiction in which to file its prospectus, and due to the ‘European Passport for Issuers’ is able to list across the EU. In the UK retail investors were tapped through an innovative use of the FCA’s Public Offer Platform (POP) which came into force in January, with Latham & Watkins‘ Mark Austin advising.
Germany’s regulator, the Federal Financial Supervisory Authority, or BaFin, was chosen because of the reliability of the timings of its prospectus approval process, and because Germany is the bloc’s largest market, according to two people with knowledge of the matter.
The challenge was translating the prospectus filed with the US Securities and Exchange Commission last month into terms that were compliant with European regulators while adhering to the company’s narrative, the people said.
‘US prospectuses are essentially advertising documents,’ one person told LB. ‘European regulators prefer sober economic analysis and detest superlatives.’
In May, Gibson Dunn advised SpaceX while Davis Polk advised the underwriters in filing to go public with the US regulators. These filings also revealed that SpaceX set aside $25.5m for legal fees.
The IPO is expected to raise as much as $75bn, making it the largest of all time, and would value SpaceX at around $1.75trn, setting owner Elon Musk on course to become the world’s first trillionaire.
The listing is set to dwarf other landmark IPOs, with oil giant Saudi Aramco’s $29bn listing in 2019 the largest to date.
Musk has previously pitched the retail element of the IPO as a way to democratise SpaceX, which merged with xAI earlier this year. Others have also noted that the size of the listing requires an extraordinary amount of capital, and ‘retail investors are less price sensitive,’ said one person with knowledge of the situation.
Freshfields is understood to have begun working on the matter three months ago, completing the official filing process with the German regulators in 6-8 weeks.
The filing involves a specific European Retail Tranche which will be made public for regulatory reasons, people with knowledge of the matter said.
Anthropic and OpenAI have also filed to go public later in the year and are likely to be monitoring the success of SpaceX’s European offering.
