Matt Wachter

The IPO Revival: Will Scaled Regulation Bring Back Growth Companies? SEC Chairman Paul Atkins outlined plans yesterday to ease regulatory requirements for smaller companies seeking to go public, addressing a decline that has cut the number of publicly traded companies by roughly half since the 1990s. https://lnkd.in/gqtrZJcx   The proposed framework introduces meaningful adjustments. Companies would receive an extended on-ramp of at least two years to phase in compliance requirements, and the SEC is reconsidering threshold definitions that haven't changed in twenty years despite significant market shifts. Having represented growth companies through IPOs, PIPE offerings, and reverse mergers for three decades, I've seen firsthand how compliance costs create asymmetric burdens at different stages of development. Atkins emphasized that disclosure should be calibrated for a company's size and maturity—a principle that could meaningfully shift the economics for companies that previously found the public path too costly. The question remains whether regulatory relief alone can reverse the trend, given the abundance of private capital and acquisition premiums that often exceed public market valuations. But for the growth companies with whom we work with who that are evaluating their options, this signals a potentially more accommodating environment ahead.   #securities #ipo #capitalmarkets #sec #corporatelaw

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The D.C. Circuit upheld the SEC’s Reg NMS amendments cutting tick sizes and capping access fees — affirming broad market-structure authority even after Loper Bright — but the road to implementation remains uncertain. Our Update explains how potential changes to the Order Protection Rule could reshape the need for fee caps and outlines the ruling’s implications for market structure and future rulemaking. Read our insights here: https://bit.ly/3KWu6EX.

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Kansas Governor Laura Kelly has signed SB98 into law, a 20-year tax incentive for data centers investing $250 million or more, aimed at boosting tech infrastructure and development within the state.

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FDIC's third de novo approval for 2025. About $26 million in capital, which translates into about $325 million in total assets at a 8% leverage ratio. State Louisiana bank located in New Orleans. Standard community bank de novo conditions.

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A former Williams & Connolly client claims the firm engaged in a conflict of interest when it amended its fee agreement in a case against technology company Palantir. His suit alleges that Williams & Connolly violated D.C. Rules of Professional Conduct when it changed the fee agreement to include a stake in the sale of the client's Palantir shares. The suit further accuses the firm of not negotiating a global settlement in litigation between the client and Palantir in order to maximize its earned fees. Full story from Amanda O'Brien: https://lnkd.in/eQ52w-qT

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Confluent is reportedly exploring a sale, having drawn interest from private equity firms and technology companies, as it works with investment bankers on the early stages of a potential deal. The company, which commercializes ApacheKafkaIL technology, has seen its stock decline about 26% year-to-date, making it vulnerable to takeover approaches after losing a major customer. This move is seen as part of a broader consolidation trend in data infrastructure, driven by the surge in demand for AI-supporting platforms. The interest in Confluent underscores how crucial real-time data streaming is becoming for companies building generative AI systems. In my view, Confluent may gain better resources and reach under a strong acquirer, but it risks losing its identity or agility. Do you think a major tech firm acquiring it would accelerate or stifle its innovation potential? #AI #DataStreaming #TechDeals #CloudInfrastructure #Confluent

📢 Historic Deal Alert: Largest LBO Ever Electronic Arts (EA) will go private in a $55 billion transaction — the largest leveraged buyout in history. Deal Highlights: 💵 $210 per share in cash to shareholders 📊 ~$36B equity + ~$20B debt 🚫 No private credit — a notable departure from recent mega-deals 🌍 Consortium: Silver Lake, Saudi Arabia’s PIF, and Affinity Partners 🔎 Why It Matters: Scale: Sets a new benchmark for global LBOs. Financing Structure: Reliance on equity and traditional debt, not private credit, signals shifting dynamics. Sovereign Capital: Reinforces the growing influence of sovereign wealth funds in strategic sectors. Industry Impact: EA gains freedom to invest and restructure outside public-market pressure. 📊 For dealmakers, this transaction will serve as a case study in scale, capital structure, and strategy for years to come. #mergersandacquisitions #innovation Eric Johnson, Matt Stevens Winston & Strawn LLP https://lnkd.in/gK5GEFtw

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RegTech-related companies dominated activity this week, accounting for 12 of the 26 deals announced, the highest share of any subsector. https://lnkd.in/eetcDC6W

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Good news from the CFTC for RIA private fund managers. New no-action relief lets SEC-registered managers of 3(c)(7) funds skip or unwind CPO and CTA registration, without the de minimis limits of Rule 4.13(a)(3).

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📢 CFTC Update: The Division of Market Oversight has withdrawn Letter 21-19, which expanded SEF registration requirements and caused industry confusion. This change simplifies regulations, but contrasts with unchanged EU and UK guidance.

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SBA loan default rates are heading up sharply. My take: • ETA has become too hot of a trend in the past couple of years • Loosened lending structures have made it possible for over-leveraged and under-capitalized buyers to jump in • Inexperienced operators are finding that running a small business isn't as easy as the gurus say So what should smart buyers do right now? 🟢 Slow down. Don’t chase the hype. A mediocre deal done fast will cost you more than a great deal done patiently. 🟢 Stay conservative with leverage. Just because a lender will give you 90% LTV doesn’t mean you should take it. SBA loans are structured to survive stress—if you give yourself margin. 🟢 Underwrite the operator—you. Be honest about what you know, what you don’t, and what the first 12 months will demand of you. Your skill set is as important as the SDE. 🟢 Prioritize simplicity. Right now, boring is beautiful. Avoid businesses with customer concentration, technical complexity, or high churn unless you’ve seen the movie before. 🟢 Use structure to protect your downside. Seller notes, forgiveness triggers, working capital buffers—don’t just rely on SBA terms. Design the deal to survive turbulence. ETA still works. But the buyers who survive the next cycle will be the ones who know that buying a business is only step one. Running it is where the game really begins. Don’t buy like it’s 2021. Buy like you’re the one who has to clean up the mess in 2026.

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GT Vice Chair Alan Annex led a multioffice team representing Spring Valley Acquisition Corp. II, a special purpose acquisition company, in its definitive merger agreement with Eagle Energy Metals Corp., a nuclear energy company with rights to the largest mineable uranium deposit in the U.S. and proprietary Small Modular Reactor technology. The transaction is expected to make Eagle the first domestic uranium resource exploration company with SMR technology to go public on a U.S. exchange.

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An indictment in SDNY was unsealed yesterday which charges two executives of the now-bankrupt telecom company Mobileum of inflating revenue so they could sell the company to the private equity fund HIG. This seems to be the latest in a trend of fraud affecting portfolio companies held by private credit / private equity funds.

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