Trethowans corporate team involved in $1.4bn international deal

15 Feb 2022

Trethowans’ corporate team in Southampton has assisted in a $1.4bn international deal involving special purpose acquisition company Trebia Acquisition Corp, which saw System1, LLC become a publicly listed company on the New York Stock Exchange under the ticker “SST”. The listing took place on 27 January 2022.

Immediately prior to the listing, System1 combined with UK entity Protected.net Group Limited, which develops and distributes security and privacy subscription products. Trethowans acted for JDI & AFH Limited, a new company formed on behalf of longstanding client Just Develop It, an investment firm that owned a majority stake in Protected.net Group.

JDI & AFH’s shareholders, along with System1 management, will maintain majority ownership in the listed entity. The transaction is the largest transaction that Trethowans’ corporate team has been involved in, to date.

Trethowans’ team, led by corporate senior associate, Jamie Earley, advised JDI & AFH on the English law aspects with respect to Protected.net’s involvement in the deal, in particular the share for share exchange arrangements as part of System1 and Protected.net combining with Trebia.

“We always get a rush working on large scale transactions and this one was no different,” said Jamie. “As it was a complex, international transaction, we worked closely with US law firm Latham & Watkins LLP, who represented System1’s management, as well as Greenberg Glusker who represented our client on the US aspects of the deal. Through close cooperation, we were able to provide a consistent, joined-up approach and close this deal.”

Dan Richards of JDI & AFH commented on Trethowans: “We have worked with Jamie and the Trethowans’ team on many transactions and we value their timely advice, diligence and professionalism. This time was no different.”

Photo L-R:
Tom Barrett, Consultant CFO – Just Develop It/Protected.Net
Chris Phillips, CEO – Just Develop It/Protected.Net
Billy Thomas, COO – Protected.Net
Nick Baker, CMO – Just Develop It/Protected.Net.

Author

Jamie Earley

Senior Associate