Wednesday, June 23 Day One

8:00 AM - 9:00 AM

Registration & Breakfast (sponsored by Morrow Sodali)

9:00 AM - 9:15 AM

Opening Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

9:15 AM - 9:30 AM

Presentation

State of The Market

  • A 360-degree view of the SPAC market, including a recap of recent activity
  • Notable trends and developments in SPAC structure and transactions
  • Prognostications for the remainder of 2021

speaker-1

Doug Ellenoff

Partner
Ellenoff Grossman & Schole

Speaker

9:35 AM - 9:55 AM

Presentation

Understanding the SPAC Frenzy

  • Discussion of the sustainability of deal flow and whether we’ve hit “peak SPAC”
  • How deadlines and competitive pressures can get in the way of closing quality deals
  • What comes next in 2021/2022 and beyond

speaker-1

Mitch Nussbaum

Vice Chairman; Co-Chair, Capital Markets & Corporate
Loeb & Loeb

Speaker

10:00 AM - 10:20 AM

Presentation

The Auditor’s Role throughout the SPAC Lifecycle

  • Discussion of the initial public offering process and de-SPAC/business combination
  • What you should know about ‘34 Act Compliance
  • Accounting and related due diligence matters

speaker-1

David Bukzin

Vice Chairman
Marcum

Speaker

10:25 AM - 10:45 AM

Presentation

Shepherding the Technology SPAC

  • Using the private-to-public equity (PPE) methodology
  • Value of a “guaranteed” IPO via SPAC
  • Lessons learned and specific benefits for tech companies

speaker-1

Andrea Betti-Berutto

Chief Technology Officer, Hardware
GigCapital

Speaker

10:45 AM - 11:15 AM

Networking Break

11:15 AM - 11:35 AM

Presentation

Will Immunovant’s Insurance Policies Protect it from Litigation & Lessons for other SPACs

  • Understanding which policy covers what: Representations and Warranties Insurance (RWI) vs D&O insurance
  • Is D&O insurance optional and why is it so expensive?
  • Why use or avoid RWI in a SPAC business combination
  • Trends in claims and litigation in D&O and RWI

speaker-1

Yelena Dunaevsky

Vice President, Transactional Insurance
Woodruff Sawyer

Speaker

speaker-2

Emily Maier

Senior Vice President, National Group Leader
Woodruff Sawyer

Speaker

11:40 AM - 12:00 PM

Presentation

Master SPACs

  • Reintegrating IPO advantages into SPACs while benefitting from lower costs
  • Why SPAC structure is riskier for the SPAC than the target
  • Determining a fair discount and selling the target on liquidity benefits

speaker-1

Marc Deschenaux

Partner
Swiss Financiers

Speaker

12:05 PM - 12:25 PM

Presentation

Insuring SPAC Risk in 2021

  • Understanding challenges in a highly competitive market
  • How insurers evaluate blank-check risk
  • Vetting executives for D&O coverage
  • How much coverage is enough and understanding caps

speaker-1

John Marchisi

National Director – SPAC Segment
Arthur J. Gallagher & Co.

Speaker

12:30 PM - 12:50 PM

Presentation

Deep Dive into SPAC Data

  • Formation and capital raising activity
  • Outcomes and stock performance
  • Financing trends
  • Trading and market dynamics

speaker-1

Ben Kwasnick

Founder
SPAC Research

Speaker

12:50 PM - 2:00 PM

Lunch (sponsored by GigCapital)

2:00 PM - 2:35 PM

Presentation

The Role of Modern-Day SPAC Sponsors

  • The secret sauce of a successful SPAC sponsor
  • An insider’s view from formation to de-SPAC
  • Tips on critical interactions with other key players in the transaction

speaker-1

Karim Anani

Partner, Americas FAAS Transactions Accounting Advisory Leader & SPAC Transactions Leader
Ernst & Young

Speaker

speaker-2

David Cohen

Chief Operating Officer and General Counsel
Reinvent Capital

Speaker

speaker-3

Kristin Zimmerman

Managing Director
Morgan Stanley

Speaker

2:35 PM - 3:30 PM

Networking Break

3:30 PM - 4:10 PM

Panel

Why the COVID Pandemic Has Been a Boon for the Market

  • Advantages of forward-looking guidance over traditional IPOs
  • Uncertain times spark the popularity of a near-certain bet
  • Big SPAC deals make big noise, raising blank-check awareness
  • Post-pandemic growth prospects for SPACs

speaker-1

Craig Clay

President of Global Capital Markets
DFIN

Moderator

speaker-2

Michael Killourhy

Partner
Ogier

Panelist

speaker-3

Gavin Cuneo

Co-CEO
CIIG Capital Partners

Panelist

speaker-4

Ed Kovary

Managing Director, Equity Capital Markets
EarlyBirdCapital

Panelist

4:15 PM - 5:05 PM

Panel

SPAC Incentive Structure

  • Aligning executive compensation with post-merger performance
  • Factors to consider when negotiating incentive deals
  • Issues of change-in-control (CiC)
  • Determining whether the target has appropriate compensation programs to attract and retain talent

speaker-1

Steven Nelson

President & Chairman
Continental Stock Transfer & Trust Company

Moderator

speaker-2

Dave Horin

Managing Partner
Chord Advisors

Panelist

speaker-3

Crocker Coulson

Founder & CEO
AUM Media

Panelist

speaker-4

Marc Gabelli

Chairman & CEO
LGL Systems Acquisition Corp.

Panelist

5:05 PM - 5:20 PM

Putting Competition Winner Announced

5:20 PM - 5:30 PM

Closing Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

5:35 PM - 7:00 PM

Cocktail Reception (sponsored by Marcum)

Thursday, June 24 Day Two

8:00 AM - 9:00 AM

Breakfast (sponsored by Morrow Sodali)

9:00 AM - 9:10 AM

Opening Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

9:10 AM - 9:30 AM

Presentation

De-SPACing of VC-backed Tech & Other High-growth Companies

  • Unique opportunities and challenges in taking tech companies public
  • Why VC firms are expected to drive SPAC growth in 2021
  • The difference between private equity vs. venture capital-backed SPACs

speaker-1

Josh DuClos

Partner
Sidley Austin

Speaker

9:35 AM - 10:25 AM

Panel

Matters of Disclosure

  • Insiders’ potential conflicts of interest
  • Business combination mechanics, including the financial incentives of insiders to complete a deal
  • Securities ownership by insiders
  • Understanding additional financing that may be required, including PIPEs
  • The process for identifying the target, including the selection and evaluation process

speaker-1

Stuart Neuhauser

Partner
Ellenoff Grossman & Schole

Moderator

speaker-2

Steve Kaplan

CFO
Ignyte Acquisition Corp.

Panelist

speaker-3

Zac McGinnis

Managing Director
Riveron

Panelist

speaker-4

Scott Rubinsky

Partner, Capital Markets and M&A
Vinson & Elkins

Panelist

speaker-5

Brian Hecht

Partner
Katten

Panelist

10:30 AM - 10:55 AM

Fireside

Current Developments in the SPAC PIPE Market

  • Current state of SPAC PIPE market
  • Evolution of SPAC PIPE market over recent months and current trends
  • Positioning your PIPE for success
  • Legal and regulatory developments and considerations

speaker-1

Matt McCloskey

Managing Director
I-Bankers Securities

Speaker

speaker-2

Glenn Pollner

Partner
WilmerHale

Speaker

10:55 AM - 11:25 AM

Networking Break

11:25 AM - 11:45 AM

Presentation

SPAC Trading: Secondary Market Liquidity Considerations

  • State of the Equity market – trading liquidity in 2021
  • Trading dynamics of SPACs in the secondary market
  • How retail investors have participated

speaker-1

Katie Stiner

Vice President of Institutional Equity Sales
Citadel Securities

Speaker

speaker-2

Eduardo Tamraz

Senior Executive
TPG Pace Group

Speaker

11:50 AM - 12:40 PM

Panel

SPAC Public Company Readiness Playbook

  • Best practices to employ before identifying a target
  • Understanding (and fulfilling) public company reporting challenges
  • A primer on the technology required to run a public company
  • Planning for post-merger success

speaker-1

John Lambert

Partner
KPMG

Moderator

speaker-2

Priya Cherian Huskins

Senior Vice President & Partner
Woodruff Sawyer

Panelist

speaker-3

Michael Brown

Co-Editor
The Deal

Panelist

speaker-4

Eklavya Saraf

Global Head of SPACs
Nasdaq

Panelist

12:40 PM - 1:40 PM

Lunch (sponsored by GigCapital)

1:40 PM - 2:30 PM

Panel

Let’s Talk About (Potential) Government Regulation

  • 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 might the SEC create?

speaker-1

Joel Rubinstein

Partner
White & Case

Moderator

speaker-2

Rajiv Shukla

Chairman & CEO, Alpha Healthcare Acq Corp.
SPAC Alpha

Panelist

speaker-3

Alex Vogel

CEO
The Vogel Group

Panelist

speaker-4

Lou Taubman

Partner
HTFL

Panelist

2:32 PM - 3:22 PM

Panel

SPAC M&A Advice

  • Dissecting an initial business combination
  • Understanding the buy-or-sell-side roles for strategic and financial players
  • How investment banks help set valuations as part of go-to-market strategies
  • The devil is in the details of due diligence

speaker-1

Justin Hamill

Partner
Latham & Watkins

Moderator

speaker-2

Robert Laikin

Chairman
Novus Capital I & II

Panelist

speaker-3

Jason Osborn

Partner
Winston & Strawn

Panelist

speaker-4

Billy Goldstein

Managing Director
CDX Advisors

Panelist

speaker-5

Carlos Alvarez

Managing Director
UBS

Panelist

3:22 PM - 3:50 PM

Networking Break

3:55 PM - 4:25 PM

Fireside

Spinning & Rolling with SPACs

  • Using SPACs as roll-up vehicles for multiple mergers
  • Prepping a division for a spin-out via SPAC

speaker-1

Will Braeutigam

Partner
Deloitte

Speaker

speaker-2

Jennie Dong

Head of SPACs
NYSE

Speaker

4:25 PM - 5:05 PM

Panel

The Special Meeting to Approve the Merger - How to Handle Retail Investors

  • How have shareholder meetings changed in 2021
  • What to expect and how to prepare for the retail battle
  • Who are the new shareholders buying
  • How much time is needed to solicit votes to approve the business combination

speaker-1

Ari Edelman

Partner
Reed Smith

Moderator

speaker-2

Kevin Kelly

Senior Director
Morrow Sodali

Panelist

speaker-3

Josh Fagen

Senior Director, Strategic Initiatives
SoFi

Panelist

5:05 PM - 5:25 PM

Putting Competition Winner Announced

5:25 PM - 5:35 PM

Closing Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

Unmatched Networking & Innovative Programming

We pride ourselves in being first with innovative programming and exciting professional networking opportunities. Here are some of the unique presentations and panel discussions we’re developing for The SPAC Conference 2022.

What’s Next for Blank-check Firms?
SPACs enjoyed a massive run last year. Where do we go from here?

The Latest on SPAC Fees & Sponsor Compensation
Who gets what in a deal has been the subject of increasing scrutiny. Keeping the faith with retail investors through transparency will be key moving forward.

Falling Stars: Why so Many Celebrity-backed SPACs Whiffed
Sports heroes, pop stars and entertainment execs all joined the rush to SPACs. Will the trend continue?

The SEC Takes Aim
The Securities & Exchange Commission has been rattling its sabre on SPACs for nearly a year. What’s come down the pike and how severe will new regs be?

Keeping the Wheat Separate from the Chaff: How to Spot a Quality SPAC Before its IPO
History is filled with leading indicators suggesting which deals might succeed – and which are likely to fail.

Direct Listings Dud
Direct listings were supposed to put a dent in the SPAC market. Why didn’t this alternative route to public markets take flight?

Why Redemptions Ultimately Jack up the True Cost of a SPAC IPO
The median underwriting fee for a SPAC IPO has been 16% of the non-redeemed IPO proceeds. Underwriting fees on a traditional IPO are closer to 7%.

Tick-Tock: The Clock is Running on 2020/2021 Deals
After a blockbuster 2021, what will the running clock on deal deadlines mean for a saturated SPAC market competing for a finite supply of quality merger targets?

Working with Targets to Minimize De-SPAC Talent Attrition
Going from private to public can be a disruptive change in a target’s talent pool. How to keep the best people from moving on.

Spotting Red Flags on a Deal
Misaligned goals between SPAC management and the target. Inadequate understanding of the target’s business, key operating metrics and market conditions. Deadline pressures can make these issues more likely to crop up.

Disclosures and Projections: You’ve Got One Chance to Stay Out of Court
A cottage industry has sprung up around litigating SPACs and their targets when deals disappoint investors.

International Intrigue: Understanding the Overseas SPAC Market
How much of a threat to US blank-check firms is the SPAC action in Amsterdam? London? Hong Kong and Singapore? What are the competitive advantages and shortfalls?

Prospering with Warrants
How these redeemable instruments are (almost) as good as free money – and why the SEC won’t let them count as assets on the balance sheet.

Safe Harbor Rules: Steering the Ship to a Successful Port
Do “Safe Harbor” rules apply to the de-SPAC process? Many investors in SPAC IPOs are not the investors in the ultimate public company’s ongoing business operations, some 18 to 24 months later.

Watering Down the Deal
A primer on share dilution, share conversion and predicting the near-term profitability of a business combination post-merger.

Put that in your PIPE and Smoke It
Private investments in public equity make the SPAC world go ‘round, but who really benefits?

M&A Advice Wanted
Insights into the initial business combination, including how to evaluate the buy- or sell-side for strategic and financial players.

Doing Due Diligence on the SPAC Guys Doing Due Diligence
Getting the right answers from SPAC management means asking the right questions. How can investors be sure managers aren’t just focused on a quick transaction rather than the suitability of a target?

Flavor of the Month or Viable, Long-term Business?
An historic look at SPAC deals gone sour due to the target’s short life, unproven operations, inadequate internal controls and conflicts of interest.

The SPAC Conference 2022 program is currently in development. Please complete this form to recommend a speaker or agenda topic.

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