McDermott Advises SPAC on $500 Million Reverse Acquisition

International law firm McDermott Will & Emery LLP today announced that it successfully represented JWC Acquisition Corp., a special purpose acquisition company (SPAC) sponsored by affiliates of J.W. Childs Associates, a Boston-based private equity firm, in its $500 million deal to access public markets through a reverse acquisition with The Tile Shop.

The Tile Shop and JWC Acquisition Corp. will combine under a new holding company, Tile Shop Holdings, Inc. (Tile Shop Holdings), which intends to apply to list its shares of common stock on the Nasdaq Stock Market under the symbol “TTS” upon the closing of the business combination.

“We are pleased to see this deal come to fruition for our client JWC Acquisitions,” said Bernard S. Kramer, a McDermott partner and lead deal attorney. “This deal is a great example of how smart firms like J.W. Childs Associates are taking advantage of the significant benefits of creating a SPAC. McDermott continues to be one of the leading corporate law firms advising SPACs on all aspects of their business from business combinations to IPOS and we expect to see this segment of the market continue to grow.”

Headed by veterans of J.W. Childs’ investment and operating teams, JWC Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving JWC Acquisition Corp. and one or more businesses. JWC Acquisition Corp. is a Delaware corporation formed in 2010. Its securities are quoted on the OTC Bulletin Board under the ticker symbols JWCA, JWCAW and JWCAU.

Founded in 1985, The Tile Shop, LLC is a specialty retailer of manufactured and natural stone tiles, setting and maintenance materials, which operates 61 stores in 20 states.

In addition to Mr. Kramer, the McDermott transaction team included partners Joel L. Rubinstein, Ryan D. Harris, Jonathan Rochwarger and Daniel N. Zucker as well as associates Elliott M Smith, Elijah Hammans and Carla A. R. Hine.

Since 2003, McDermott has been a leader in representing issuers and underwriters in SPAC IPOs, and in representing SPACs and target companies in SPAC business combination transactions.  The Firm helped develop the current SPAC structure, and continues to be involved in its further evolution.

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