Harrison Tucker

Barron’s~~Partner Harrison Tucker recently spoke to Barron’s about an increase in IPO activity, particularly among crypto-related firms looking to capitalize on the strong market and growing investor appetite for exposure to digital assets.~~As Harrison told the publication: “The IPO market has been fairly open for the past three months, and crypto companies in particular have benefited from that… Investors want access to this nascent industry.”~~Download PDF~~

Aug 18

1 min

Elon Musk announced Monday that SpaceX, represented by Gibson Dunn & Crutcher LLP, has acquired his artificial intelligence startup xAI, advised by Sullivan & Cromwell LLP, in a bid to launch space-based data centers, amid plans for an initial public offering that would value the aerospace company at more than $1 trillion. Elon Musk called the combination of SpaceX and xAI "the most ambitious, vertically-integrated innovation engine on (and off) Earth." (AP Photo/David J. Phillip, File) In a statement posted by SpaceX, Musk said the combined company — with assets including rockets, satellites, social media platform X and xAI's Grok chatbot — will launch thousands of data-center satellites powered by solar energy to support AI and communications infrastructure, which could eventually serve human settlements on the moon and Mars. Musk called the merger "the most ambitious, vertically-integrated innovation engine on (and off) Earth, with AI, rockets, space-based internet, direct-to-mobile device communications, and the world's foremost real-time information and free speech platform." "Current advances in AI are dependent on large terrestrial data centers, which require immense amounts of power and cooling," he added. "Global electricity demand for AI simply cannot be met with terrestrial solutions, even in the near term, without imposing hardship on communities and the environment." According to Musk, the cost-efficiency of using satellite data centers will allow tech companies to train their AI models and process data "at unprecedented speeds and scales, accelerating breakthroughs in our understanding of physics and invention of technologies to benefit humanity." Beyond launching satellites, Musk said SpaceX's Starship launch vehicle will be able to land large amounts of cargo on the Moon, with the hopes of establishing a permanent scientific and manufacturing presence. The announcement comes days after it was rumored that SpaceX is considering a June initial public offering that would value the company at more than $1 trillion, and help it raise as much as $50 billion. It also follows a landmark vote in November that turned corporate governance on its head as Tesla shareholders thumbed their noses at both the Delaware Chancery Court and top proxy advisers by awarding Musk an estimated $1 trillion compensation package. Musk and Tesla's board had campaigned hard for the all-stock pay deal, with the CEO threatening to leave the company or cut back his ambitious plans for its future if the vote failed at the annual meeting. But that didn't happen. General counsel Brandon Ehrhart, who led the meeting, announced preliminary results in which 75% of shareholders voted to support the unprecedented compensation. The Chancery Court in 2024 criticized Tesla's previous general counsel, Todd Maron, for being too "intertwined" with Musk in shaping his $56 billion pay package initially granted in 2018. The court blocked that pay package as excessive. Meanwhile, xAI is facing criticism over the "avalanche" of nonconsensual sexually explicit materials, including "deepfake" images used to harass women online, that are reportedly being produced by Grok. Influencer Ashley St. Clair, the mother of one of Musk's children, sued xAI last month, claiming she was depicted in sexually explicit imagery generated by Grok without her consent and that xAI has "chosen to willfully turn a blind eye and even celebrate" similar sexual exploitation. States are also taking action against the AI company, including California Attorney General Rob Bonta demanding that xAI immediately stop the creation and distribution of nonconsensual, sexualized deepfakes. The Gibson Dunn team representing SpaceX includes George Sampas, Robert Little, Chris Trester, Evan D'Amico, Hillary Holmes, Harrison Tucker, Doug Horowitz, Eric Sloan, Michael Cannon, Krista Hanvey, Gina Hancock, Matthew Axelrod, Adam M. Smith, Lindsay Paulin, Stephen Weissman, Joshua Lipton, Attila Borsos, Claire Shepherd, Alana Tinkler, Paul Lee, Owen Alderson, Stephen Huie, Jessica Egbebike, Carli Zimelman, Doug Bresnick, Austin Morris, Spencer Bankhead, Chris Mullen, Sarah-Jane Lorenzo, Alexander Merritt and Aakarsh Narula. The Sullivan & Cromwell team representing xAI includes Mike Ringler, Peter Jones, Isaac J. Wheeler, Heather L. Coleman, Alan J. Fishman, Renata B. Hesse, Juan Rodriguez, Kyle W. Mach, Eric J. Kadel Jr., Ralston W. Turbeville Jr., Misha M. Patel, Ari B. Blaut, Daniel R. Loeser, Taylor M. Apodaca, Alex Bourdeau, Jean Shen, Daniel Lim, Jarrett T. Prchal, Gregg M. Rader, Jackson M. Mariotti and Rebecca M. Rabinowitz.

Feb 2

3 min

The accommodations provide more flexibility for certain companies to initiate registration of their securities, spin-offs, and other offering processes without making the process initially public.~~On March 3, 2025, the Division of Corporation Finance of the Securities and Exchange Commission (SEC) announced that it is further expanding existing accommodations to allow more companies to confidentially submit draft registration statements for nonpublic review. These accommodations provide more flexibility for certain companies to initiate registration of their securities, spin-offs, and other offering processes without making the process initially public.~~Expanded Accommodations~~As discussed in greater detail below, new accommodations include the following:~~Exchange Act Registrations~~The accommodations expand the availability of nonpublic review to classes of securities registered on Forms 10, 20-F, or 40-F under both Section 12(b) and Section 12(g) of the Exchange Act (as opposed to only Section 12(b) of the Exchange Act under the prior accommodation).  Section 12(b) registration is used when a company intends to list securities on a national securities exchange, often in connection with a spin-off. In addition, when a company has total assets of more than $10 million and 2,000 record holders of its equity securities (or 500 non-accredited investors) as of the last day of its fiscal year, it must register its securities under Section 12(g) of the Exchange Act.~~Issuers registering under Section 12(g) of the Exchange Act should note, however, that submitting a draft for nonpublic review does not satisfy the requirement that a registration statement be filed within 120 days of the end of the issuer’s fiscal year.~~In addition, issuers must continue to publicly file the registration statement and draft submissions no later than 15 days prior to a road show or, in the absence of a road show, the requested effective date. Note, however, that issuers will need to publicly file Exchange Act registration statements on Forms 10, 20-F, and 40-F so that the full 30- or 60-day period, as applicable, will run prior to effectiveness.~~Foreign Private Issuers~~Where desired, instead of submitting draft registration statements under these new accommodations and the prior accommodations in 2017, foreign private issuers may elect to proceed in accordance with the procedures available to EGCs (if they so qualify) or follow the guidance in the SEC’s May 30, 2012 statement (the May 2012 guidance). The May 2012 guidance applies to (a) foreign governments listing their debt securities, (b) foreign private issuers that are already listed on non-U.S. exchanges, (c) foreign private issuers being privatized by foreign governments, or (d) foreign private issuers which can show that a public filing of an initial registration statement would conflict with the law of an applicable foreign jurisdiction.~~Follow-on Securities Act Offerings and Exchange Act Registrations~~The accommodations also remove the requirement that draft registration statements could only be submitted confidentially within a 12-month period following the date the issuer became subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.~~Under the prior accommodation, due to the time limit, companies that were public for more than one year were not eligible to submit draft registration statements for nonpublic review. The new guidance now permits nonpublic review regardless of how long a company has been a public company, which would be particularly useful for non-WKSI issuers. Such issuers (whose registration statements are not automatically effective upon filing) can initially submit their registration statements, including shelf registration statements, for nonpublic review when they conduct follow-on offerings.~~The SEC will continue to limit its nonpublic review to the initial submission. Accordingly, amendments to registration statements responding to staff comment must be publicly filed.~~An issuer submitting an initial draft registration statement for nonpublic review should confirm in its cover letter that it will file publicly its registration statement and draft submission at least two business days prior to any requested effective time and date, which is a change from the previous 48-hour requirement. The SEC noted that it will consider reasonable requests to expedite this two business-day period and encourages issuers and their advisors to review their transaction timing with the staff of the SEC.~~De-SPAC Transactions~~The expanded accommodations also apply to de-SPAC transactions. Previously, a SPAC usually had to file its de-SPAC registration statement publicly if the filing occurred more than one year after the SPAC’s IPO. Under the new guidance, the target company of a de-SPAC transaction may confidentially submit a registration statement as if it were conducting an initial public offering, provided that the SPAC survives as the public company and the target company is otherwise independently eligible to submit a draft registration statement.  This approach reflects the SEC’s view that a de-SPAC transaction is the functional equivalent of the target company’s IPO.~~Certain Omissions and Staff Processing~~In a return to a prior accepted practice, the SEC will again permit issuers to omit the names of underwriters from initial draft submissions (despite the requirements under Regulation S-K Items 501 and 508), as long as the underwriters are disclosed in subsequent submissions and public filings, which would enable the registration process to start sooner.~~In addition, the SEC has indicated that it will not delay its review process if an issuer omits certain financial information, so long as such issuer reasonably believes that such omitted financial information will not be required at the time the registration statement becomes publicly available.~~In any of these circumstances, issuers must continue to take all steps to ensure that their draft registration statements are substantially complete when submitted.~~Additional Information~~The SEC will address any questions related to the use of such expanded processing procedures sent to CFDraftPolicy@sec.gov.~~For additional information, please see the following documents:~~Conclusion~~The key effect of these accommodations is to expand the pool of issuers that can utilize the nonpublic review process, reflecting the SEC’s willingness to expedite the registration process and facilitate capital formation, as stated in the release.~~Please view additional information on Gibson Dunn’s Securities Regulation and Corporate Governance Monitor Blog:~~READ MORE~~The following Gibson Dunn lawyers prepared this update: Andrew Fabens, Hillary Holmes, Peter Wardle, Harrison Tucker, Marie Kwon, Rodrigo Surcan, Kevin Mills, and Spencer Becerra.~~Gibson Dunn’s lawyers are available to assist with any questions you may have regarding these developments. To learn more about these issues, please contact the Gibson Dunn lawyer with whom you usually work in the firm’s Capital Markets or Securities Regulation and Corporate Governance practice groups, or the following practice leaders:~~Capital Markets: Andrew L. Fabens – New York (+1 212.351.4034, afabens@gibsondunn.com) Hillary H. Holmes – Houston (+1 346.718.6602, hholmes@gibsondunn.com) Stewart L. McDowell – San Francisco (+1 415.393.8322, smcdowell@gibsondunn.com) Peter W. Wardle – Los Angeles (+1 213.229.7242, pwardle@gibsondunn.com)~~Securities Regulation and Corporate Governance: Elizabeth Ising – Washington, D.C. (+1 202.955.8287, eising@gibsondunn.com) Thomas J. Kim – Washington, D.C. (+1 202.887.3550, tkim@gibsondunn.com) James J. Moloney – Orange County (+1 949.451.4343, jmoloney@gibsondunn.com) Lori Zyskowski – New York (+1 212.351.2309, lzyskowski@gibsondunn.com)~~© 2025 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~

Mar 10

6 min

Gibson Dunn represented Petco Health and Wellness Company, Inc. in a private placement offering of $600 million in aggregate principal amount of their 8.250% senior secured notes due 2031. The transaction closed on February 2, 2026.  Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, BofA Securities, Inc., Capital One Securities, Inc., ING Financial Markets LLC and UBS Securities LLC acted as Initial Purchasers.~~Gibson Dunn further represented Petco in connection with an amendment to its existing Term Loan Credit Facility with Citibank, N.A., as administrative agent, which, among other changes, refinanced the existing term loans for new term loans, extending the maturity to the fifth anniversary of the amendment closing date. The Amendment to the Term Loan Credit Facility closed on February 2, 2026.~~The firm’s capital markets team included partners Andrew Fabens and Harrison Tucker and associates Lawrence Lee, Kevin Mills, Spencer Becerra, and Storey Wanglee. The finance team included partner Aaron Adams and associates Paul Rafla, Melody Karmana, and Lily Paulson Stephens. Partner Julia Lapitskaya advised on securities regulation and corporate governance matters. Partner Edward Wei advised on tax aspects.~~Download PDF~~

Feb 4

1 min

Elon Musk announced Monday that SpaceX, represented by Gibson Dunn & Crutcher LLP, has acquired his artificial intelligence startup xAI, advised by Sullivan & Cromwell LLP, in a bid to launch space-based data centers, amid plans for an initial public offering that would value the aerospace company at more than $1 trillion. Elon Musk called the combination of SpaceX and xAI "the most ambitious, vertically-integrated innovation engine on (and off) Earth." (AP Photo/David J. Phillip, File) In a statement posted by SpaceX, Musk said the combined company — with assets including rockets, satellites, social media platform X and xAI's Grok chatbot — will launch thousands of data-center satellites powered by solar energy to support AI and communications infrastructure, which could eventually serve human settlements on the moon and Mars. Musk called the merger "the most ambitious, vertically-integrated innovation engine on (and off) Earth, with AI, rockets, space-based internet, direct-to-mobile device communications, and the world's foremost real-time information and free speech platform." "Current advances in AI are dependent on large terrestrial data centers, which require immense amounts of power and cooling," he added. "Global electricity demand for AI simply cannot be met with terrestrial solutions, even in the near term, without imposing hardship on communities and the environment." According to Musk, the cost-efficiency of using satellite data centers will allow tech companies to train their AI models and process data "at unprecedented speeds and scales, accelerating breakthroughs in our understanding of physics and invention of technologies to benefit humanity." Beyond launching satellites, Musk said SpaceX's Starship launch vehicle will be able to land large amounts of cargo on the Moon, with the hopes of establishing a permanent scientific and manufacturing presence. The announcement comes days after it was rumored that SpaceX is considering a June initial public offering that would value the company at more than $1 trillion, and help it raise as much as $50 billion. It also follows a landmark vote in November that turned corporate governance on its head as Tesla shareholders thumbed their noses at both the Delaware Chancery Court and top proxy advisers by awarding Musk an estimated $1 trillion compensation package. Musk and Tesla's board had campaigned hard for the all-stock pay deal, with the CEO threatening to leave the company or cut back his ambitious plans for its future if the vote failed at the annual meeting. But that didn't happen. General counsel Brandon Ehrhart, who led the meeting, announced preliminary results in which 75% of shareholders voted to support the unprecedented compensation. The Chancery Court in 2024 criticized Tesla's previous general counsel, Todd Maron, for being too "intertwined" with Musk in shaping his $56 billion pay package initially granted in 2018. The court blocked that pay package as excessive. Meanwhile, xAI is facing criticism over the "avalanche" of nonconsensual sexually explicit materials, including "deepfake" images used to harass women online, that are reportedly being produced by Grok. Influencer Ashley St. Clair, the mother of one of Musk's children, sued xAI last month, claiming she was depicted in sexually explicit imagery generated by Grok without her consent and that xAI has "chosen to willfully turn a blind eye and even celebrate" similar sexual exploitation. States are also taking action against the AI company, including California Attorney General Rob Bonta demanding that xAI immediately stop the creation and distribution of nonconsensual, sexualized deepfakes. The Gibson Dunn team representing SpaceX includes George Sampas, Robert Little, Chris Trester, Evan D'Amico, Hillary Holmes, Harrison Tucker, Doug Horowitz, Eric Sloan, Michael Cannon, Krista Hanvey, Gina Hancock, Matthew Axelrod, Adam M. Smith, Lindsay Paulin, Stephen Weissman, Joshua Lipton, Attila Borsos, Claire Shepherd, Alana Tinkler, Paul Lee, Owen Alderson, Stephen Huie, Jessica Egbebike, Carli Zimelman, Doug Bresnick, Austin Morris, Spencer Bankhead, Chris Mullen, Sarah-Jane Lorenzo, Alexander Merritt and Aakarsh Narula. The Sullivan & Cromwell team representing xAI includes Mike Ringler, Peter Jones, Isaac J. Wheeler, Heather L. Coleman, Alan J. Fishman, Renata B. Hesse, Juan Rodriguez, Kyle W. Mach, Eric J. Kadel Jr., Ralston W. Turbeville Jr., Misha M. Patel, Ari B. Blaut, Daniel R. Loeser, Taylor M. Apodaca, Alex Bourdeau, Jean Shen, Daniel Lim, Jarrett T. Prchal, Gregg M. Rader, Jackson M. Mariotti and Rebecca M. Rabinowitz.

Feb 2

3 min