Wednesday, June 28 Day One
June 28, 2023
8:00 AM - 9:00 AM
Breakfast
9:00 AM - 9:10 AM
Opening Remarks
9:10 AM - 9:35 AM
Presentation
State of the Market
- Overview of notable deal activity including a recap of 2022 year-end performance
- Significant changes to SPAC deal structures and potential changes in wake of SEC rulemaking
- Market forecast through 2023
- How proposed federal regulations could impact future SPAC deals
9:40 AM - 10:05 AM
Presentation
What’s Next for Blank-check Firms?
- A ticking clock for existing SPACs under deadline to get deals done
- More new SPACs entering the pipeline only means more competition
- A renewed emphasis on quality deals as stronger SPACs emerge and weaker blank-checks opt to dissolve
- Anticipating what the SEC may do in 2023
- U.S. SPAC experts eyeing international targets
10:10 AM - 10:55 AM
Panel
What Will the Future Hold for SPACs?
- The role SPACs will play in the capital markets going forward
- The types of companies that will be attracted to SPACs
- How deal structures will evolve to solve capital needs and other issues
10:55 AM - 11:25 AM
Networking Break
11:25 AM - 12:10 PM
Panel
Designing SPAC Transactions to Minimize Risk
- The role of due diligence in mitigating SPAC lawsuits
- Why transparency = longevity in the SPAC market
- Investor support begins with good investor communication
- Why you want an independent financial advisor’s input
- Handling SEC scrutiny and reporting outcomes to investors
12:15 PM - 12:50 PM
Round Table
Navigating Post De-SPAC Crises
- Unsolicited M&A and shareholder activism
- Crisis management
- Liquidity options
- Insurance evaluation
- Securities class action and other litigation risks
- Evolving SEC regulatory landscape
12:55 PM - 1:30 PM
Round Table
Merger Special Meeting to Life as a Public Company
- Before the vote: last chance to sell the deal to shareholders
- How SPAC arbitrage investors play their game
- Why it’s important to underscore that warrants cushion against share dilution
- Holding down redemption levels, satisfying exchange listing requirements
- Dealing with light liquidity and shifting stock prices
- Marketing the post de-SPAC public company
1:30 PM - 2:30 PM
Lunch
2:30 PM - 3:15 PM
Panel
Why De-SPACs Remain a Great Option
- Why the De-SPAC option remains a viable path to accessing the capital markets
- Transaction update: Number of deals announced and closed, with commentary on notable transactions
- Understanding specific challenges in the capital markets as it relates to SPACs
3:20 PM - 3:55 PM
Round Table
How Accounting, Finance and Legal Experts Can Help You De-Risk Deal Executions
- Understanding where the numbers come from – and whether they add up
- Why PIPE agreements are often integral to a successful deal
- Approaching deals where a private equity firm controls the target
- Why an outside advisor is crucial to evaluating a target’s SPAC-readiness
- Getting shareholders on board with a potential deal
- CYA – How ironclad legal documents and advice can silence arguments down the road
3:55 PM - 4:25 PM
Networking Break
4:25 PM - 5:10 PM
Panel
SPAC IPOs: Structuring Deals in the New Market
- What will new SPAC IPOs look like in 2023 and beyond?
- Structuring considerations for sponsors and banks in the SPAC IPO market
- How to foster investor confidence in new SPACs
- 'Benefit of hindsight': what lessons have been learned around consummating a successful business combination?
5:10 PM - 5:35 PM
Presentation
The SEC Won't Let Me Be: The Impact of Heavy Regulations
5:35 PM - 5:45 PM
Closing Remarks
5:45 PM - 6:45 PM
Cocktail Reception
Sponsors:
- Ellenoff Grossman & Schole
- Loeb & Loeb
- Withum
- Laurel Hill
- Toppan Merrill
- The Nuvo Group
Thursday, June 29 Day Two
June 29, 2023
8:00 AM - 8:50 AM
Breakfast
8:50 AM - 9:00 AM
Opening Remarks
9:00 AM - 9:25 AM
Presentation
Government Regulation: Where Are We Now?
- SPACs raise growing policy concerns for Congress and the SEC
- Issues under scrutiny include regulatory treatment, investor protection, listing standards
- Will regulators crack down on high sponsor fees?
- What barriers to entry is the SEC creating?
9:30 AM - 9:55 AM
Presentation
Re-Imagining SPACs
- During 2020-21, SPACs boomed
- Quality Sponsors drove improved structures/strong performance
- Turning Capital Markets have led us to pivot point
- Do we shrivel back to a niche or improve to rise again?
10:00 AM - 10:45 AM
Panel
Steps Towards a Successful De-SPAC
- Managing post-merger governance issues
- Protecting against litigation risks
- Understanding lock-up periods
- Impact of private placements post-merger
- Assessing change-in-control protections
- Shareholder approval of equity incentive plans
10:45 AM - 11:15 AM
Networking Break
11:15 AM - 11:45 AM
Fireside
Cash Management Considerations - From conceiving the IPO to completing a Business Combination
- Operating accounts
- Asset management investment optionality
- Tax payments and Reporting
- DeSpac initiatives
- Completing the Business combination
11:50 AM - 12:35 PM
Panel
Projections in Business Combination Transactions
- SEC proposes greater investor protections in SPAC transactions
- SPACs face new rules on presenting projections of future performance
- More disclosure requirements are coming
- Managing additional risk in light of enhanced regulatory scrutiny
12:35 PM - 1:35 PM
Lunch
1:35 PM - 2:20 PM
Panel
What Public Investors are Looking for in a Deal
- The value proposition: What’s the potential upside?
- Do the sponsor’s interests align with public shareholders?
- How did the SPAC arrive at this particular valuation for the target?
- Is the target’s management prepared to run a public company?
- What are the target’s competitive strengths?
- How long will it take to close this deal?
2:25 PM - 2:50 PM
Presentation
SPAC Wind-down Strategy
- Considerations for an early wind down
- Communication program – internal and external
- The process for an efficient wind down: Schedule, roles, responsibilities
- Budgeting for a liquidation of the SPAC (e.g., D&O, taxes, proxies and more)
- Financial aspects of liquidating the trust
2:50 PM - 4:40 PM
Networking & Entertainment
- Putting Competition (sponsored by Ellenoff Grossman & Schole)
- Cornhole Tournament (sponsored by Toppan Merrill)
- Champagne Bar (sponsored by Laurel Hill)
- Beer Truck (sponsored by Withum)
- Complimentary Cigars (sponsored by The Nuvo Group)
4:40 PM - 5:00 PM
The Closing Account: What We’ve Learned and Putting That Knowledge to Work
- What we can expect through the rest of 2023
- SPAC deal structures evolving with SEC regulations
- SPAC IPOs in this new environment
- What investors expect
- Why SPACs are preferable to a traditional IPO
THE AGENDA
The SPAC Conference is the place where the industry’s thought-leaders gather to discuss near-term strategies for deal-making and long-term trends in the market. Attendees will learn from the most experienced and respected professionals working in SPACs today. Their panels and presentations give context to the current state of the market, while considering the future of what’s to come and how best to prepare.
Here are just a few of The SPAC Conference 2024 topics in development
SPAC liability under Inflation Reduction Act
- Blank-check firms would pay a 1% excise tax on redemptions
- What is the liability for SPAC sponsors if the company is unable to pay?
- Impact on investors
- Stressors this can place on deal making
Reducing deSPAC litigation risks
- Post-merger shareholder lawsuits on the rise
- Case examples and the cause of action behind them
- Fostering transparency from the point of deal announcement
- Types of disclosure lapses (especially SPAC sponsor payouts) that lead to trouble
Why a PIPE raise is more important in 2024 than ever before
- Skittish shareholders redeemed stock at a higher rate in 2023 than in the three years preceding
- Shrinking trust accounts represent a vote of no-confidence, putting deals at risk
- PIPE funds now an integral part of most deals with a minimum cash condition
- Don’t wait: Why it’s better to pursue a PIPE soon after the SPAC IPO, not months later
Convincing shareholders to stick with the deal
- SPACs seeing higher redemptions when management strays from initial acquisition thesis
- Selling shareholders on the deal long before the vote
- Using proactive communication to promote shareholder loyalty
- Renewing focus not on reaching just a deal, but securing the right deal
Positioning for an advantage after “too-hot” SPAC market
- Natural selection is sorting out the once red-hot SPAC market
- Why this creates opportunity for quality SPACs to do deals while others fade away
- What sponsors should do from the onset to attract and retain investors
- Lessons learned from the over-saturated SPAC market of recent years
Improving proxy preparation
- The value of crafting a concise, candid proxy with less legalese (while covering all legal bases)
- Shareholder messaging that grabs attention and persuades
- Including compelling information on why the acquisition is good for the SPAC’s investors
- Why calling an extension vote is meaningless without disclosure of merger efforts to-date
NRAs are killing sponsor profits (and what to do about it)
- Non-redemption agreements continue to eat into founders’ shares, reducing management’s profit on an eventual deal
- Why NRAs are really just the SPAC equivalent of putting a Band-Aid on a Band-Aid
- SPACs with secured PIPEs typically have less need to fall back on NRAs
- Insights on reducing the chance an NRA will become necessary
Sectors to watch in 2024
- The expectation of easing Fed rates should accelerate interest in private companies going public
- Is this the year for ESG to shine?
- Have electrical vehicle companies, both terrestrial and aerial, already had their day in the sun?
- Investors remain wary of tech and biotech firms (burn me once, shame on you; but burn me twice….)
Can anything be done to control SPAC costs?
- With IPOs at historic lows, will banks’ underwriting fees begin to stabilize?
- Managing legal and accounting expenses
- Are warrants to early institutional investors sustainable in the current environment?
- How sponsor shares are calculated and impact on stockholders
What to learn from hedge funds making money off SPACs
- SPACs offer potential returns for limited risk, an appealing quality for hedge funds
- Confidence: retail investors may view hedge fund-backed SPACs as a better investment
- Hedge funds understand dilution from free warrants and other perks given to early investors before committing
- The paradox: why hedge fund strategies work only if other investors believe a SPAC will find a viable merger partner