Wednesday, June 28 Day One
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
Ellenoff Grossman & Schole
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
Vice Chairman; Co-Chair, Capital Markets & Corporate
Loeb & Loeb
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
IPO and SPAC Capital Markets Advisory Leader
Ernst & Young
Americas FAAS Transaction Leader
Ernst & Young
Head of Capital Markets
Co-Founder & Co-Managing Partner
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
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
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
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
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
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?
The SEC Won't Let Me Be: The Impact of Heavy Regulations
The Peter Schiff Show
- Ellenoff Grossman & Schole
- Loeb & Loeb
- Laurel Hill
- Toppan Merrill
- The Nuvo Group
Thursday, June 29 Day Two
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?
- 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?
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
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
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
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?
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
Climate Real Impact Solutions
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)
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
Unmatched Networking & Innovative Programming
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 is a sampling of the panel discussions and presentations we’re developing for the 2023 event:
- What the SEC’s regulatory proposals mean for SPACs, the likely outcome and realistically how long it will be before the impact is actually felt.
- Effective communication strategies for selling SPAC shareholders on a deal to discourage stock redemptions.
- Why Europe represents a prime opportunity for opening up new SPAC business.
- How sponsors identify and negotiate with promising companies ripe for merger deals.
- Why combining with a SPAC is still a better option for many companies than launching an IPO on their own.
- Why now may be the best time ever to form a SPAC and stage an IPO.
- Winners plan for the best outcome: The market has shown why choosing the right deal always beats choosing any deal.
- Securing the PIPE: The vital role private investments in public equity play in SPAC deals.
- How a smaller pool of active SPACs makes it easier to do deals with quality companies.
- Being good stewards of capital: Understanding that SPAC sponsors have a dual responsibility, both to their investors and the companies they partner with.
- How successful SPAC sponsors can close deals, even in a turbulent market.
- Learning from accounting experts on reporting the numbers throughout the blank-check process.
- Gaining insight into recent and pending SPAC and de-SPAC litigation, including case examples – so you can avoid mistakes others have made.