The Brief:
SpaceX raised US$75bn in the largest IPO in history, with Australia selected as one of a handful of jurisdictions for the global offer.
Gilbert + Tobin advised SpaceX and Mallesons advised the 23-bank underwriting syndicate on the Australian components of the IPO.
History was made on 12 June.
That’s when SpaceX listed on the Nasdaq under ticker ‘SPCX’, raising US$75bn (A$106bn) in the biggest stock market debut ever recorded.
Shares priced at US$135, jumped as much as 31% on debut, and closed up 19% at US$160.95. That left SpaceX valued at roughly US$2.2 trillion, making it the sixth-largest public company in the world at the end of its first day.
Australia was one of a handful of jurisdictions selected for the offer. That decision handed local retail investors a rare seat at the table, and put two Aussie firms at the heart of the biggest IPO ever.
The deal
Demand was staggering.
The IPO drew more than US$350bn in orders — retail investors alone put up over US$100bn, most of which went unfulfilled. Close to a third of institutional bidders received nothing at all.
Founder Elon Musk, who holds 82% of voting power through super-voting shares, became the world’s first trillionaire on the back of it. And among the notable investors, Aussie mining magnate Gina Rinehart secured a US$1bn-plus ($1.4bn) stake through Hancock Prospecting — the single largest investment the firm has made outside of iron ore.
The Australian component required a novel structure. With just 4% of capital made available to the public globally, getting Australian retail investors into the deal was no small feat. SpaceX’s solution was to build a bespoke Australian prospectus wrapper sitting alongside the US prospectus — a first-of-its-kind structure.
That meant adapting the US disclosure document to meet Corporations Act requirements and ASIC’s regulatory settings, while keeping the Australian retail offer in line with the US IPO process.
Who’s acting
Gilbert + Tobin acted as Australian legal adviser to SpaceX, with partners Peter Cook and Adam D'Andreti leading, supported by special counsel Lucy Hall and lawyers Sean Meehan, Kevin Zhou, Laura Worrad, Matthew Harrington and Jack Stephens.
Mallesons advised all 23 underwriters on the Aussie aspects of the IPO. The deal team was led by M&A partners David Friedlander and Jack Hill, with partners Judith Taylor, Joe Muraca and Mark McFarlane, senior associate Mitchell Fairbairn and solicitors Sean See and Bella Kidman.
Gibson Dunn & Crutcher led globally for SpaceX, while Davis Polk acted for the global underwriting syndicate.
Macquarie Capital acted as Australian Co-ordinator. CommSec served as Lead Australian Retail Broker.
What they said
The morning of the float, Musk took to X. “It is certainly hard to believe that little company that started in a warehouse in El Segundo is now going public with the largest IPO ever,” he said. “If people had told me this was going to happen, I was like, man you must be smoking some really good crack, because I think this company is going to fail.”
Mallesons’ Friedlander pointed to what the mandate reflects about Australia’s capital markets: “This transaction highlights the strength and sophistication of Australia's capital markets framework. It demonstrates Australia’s ability to facilitate participation in landmark global offerings and reinforces its position as a strategically important jurisdiction for international issuers and investors.”
On whether the structure gets used again, G+T’s D’Andreti was optimistic: “This shows that Australian investors can access global capital markets opportunities in a way that is thoughtful, compliant and commercially effective and who knows, we might see more of this again on other large scale offshore IPOs.”
Source: Gilbert + Tobin, Mallesons, Bloomberg, AFR