Jeffrey Letalien

Jeff Letalien is a partner in the firm’s Technology group and Capital Markets practice. Mr. Letalien’s practice is focused on domestic and foreign issuers, underwriters, and investors in diverse transactions, including public and private offerings. He regularly represents buyers and sellers, including private equity funds and special purpose acquisition companies (SPACs), in connection with disclosure, filing and other securities law aspects of financing large and complex business combinations. In addition, he regularly counsels public companies with respect to corporate governance, reporting and disclosure obligations and compliance with complex indenture covenant requirements.

Mr. Letalien has advised several private equity funds and their portfolio companies in connection with business combinations with SPACs and securities law issues applicable to “de-SPAC” companies thereafter. He has also advised several SPAC sponsors in connection with IPOs and business combinations. He has represented public companies in connection with business combinations with other public companies in stock-for-stock exchanges, as well as private equity buyers and public company targets in connection with tender offers and other business combinations.

Mr. Letalien’s recent representative experience includes:

Public Company Business Combinations, including SPACs

• Represented a global manufacturer of soft drinks and other beverages in connection with its over $20 billion business combination with another global beverage company.*
• Represented a special purpose acquisition company (SPAC) in its approximately $10.4 billion business combination with the world’s leading social investment network.*
• Represented a national health insurance provider in connection with its approximately $6 billion merger with another national health insurance provider.*
• Represented a global provider of critical digital infrastructure and continuity solutions in connection with its over $5 billion business combination with a SPAC.*
• Represented a SPAC in connection with its approximately $3.6 billion business combination with an automotive technology leader headquartered in Tel Aviv, Israel.*
• Represented a SPAC in connection with its approximately $3.3 billion business combination with a global payment and commerce-enabling platform.*
• Represented a national baked goods manufacturer in connection with its over $2 billion merger with a SPAC.*
• Represented a global private equity fund in connection with its approximately $1.4 billion tender offer and acquisition of a national grocery retailer.*
• Represented a SPAC in connection with its approximately $975 billion business combination with a global advisory firm.*
• Represented a SPAC in connection with its over $700 million business combination with an e-commerce platform for purchasing automobiles.*
• Represented a global private equity fund in connection with its over $500 million tender offer and acquisition of a national wholesale and retail food supplier.*
• Represented a global manufacturer of houseware products in connection with its over $300 million acquisition of a houseware products manufacturer.*

Public and Private Offerings

• Represented a national retailer of natural and organic food in connection with its approximately $350 million initial public offering and a series of secondary offerings totaling over $2.7 billion.*
• Represented a national commercial real estate services business in connection with its over $250 million initial public offering and a $550 million private placement of senior notes under Rule 144A to institutional investors.*
• Represented an international operator of a fleet of crude oil carriers and petroleum product tankers in a series of follow-on equity offerings totaling over $600 million.*
• Represented a national baked goods manufacturer in connection with a series of secondary offerings totaling over $500 million.*
• Represented a national retailer of western and work-related footwear and apparel in connection with a series of secondary offerings totaling over $250 million.*

*Denotes experience prior to joining Goodwin.

Prior to joining Goodwin, Mr. Letalien was most recently Of Counsel at Morgan Lewis where he was a member of the firm’s SPAC Task Force. Previously to Morgan Lewis, Mr. Letalien was at Willkie Farr & Gallagher and he began his legal career at Kelley Drye & Warren.

Mr. Letalien was recognized as Member, ETF Law Firm of the Year, ETF.com in 2019 as well as Member, Best ETF Legal & Compliance Firm, ETFexpress in 2019.

Mr. Letalien’s recent publications include:

• Co-author, “How Global Markets Are Preparing For Potential SPAC Growth,” Law360, June 17, 2021
• Co-author, “Going Public Through a SPAC,” Insights: The Corporate & Securities Law Advisor, November 2020