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
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
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
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
10:25 AM - 10:45 AM
Presentation
Technology SPACs
- Using the private-to-public equity (PPE) methodology
- Value of a “guaranteed” IPO via SPAC
- Lessons learned and specific benefits for tech companies
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
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
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
12:30 PM - 12:50 PM
Presentation
Deep Dive into SPAC Data
- Insights into blank-check performance
- Post-merger successes and disappointments
- Analysis of target sectors both hot (competitive) and not (potential opportunity)
12:50 PM - 2:00 PM
Lunch (sponsored by GigCapital)
2:00 PM - 2:20 PM
Fireside Chat
Fireside Chat
2:25 PM - 2:45 PM
Presentation
SPAC Complexities and Execution Factors
- Pre- and post-SPAC IPO considerations
- SPAC IPO timing and strategy
- Preparing the proxy and other critical documents
- Financial accounting and tax considerations
2:45 PM - 3:30 PM
Networking Break
3:30 PM - 4:20 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
4:25 PM - 5:15 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
5:20 PM - 5:35 PM
Closing Remarks
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
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
9:35 AM - 10:30 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
10:30 AM - 11:30 AM
Networking Break
11:30 AM - 12:25 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?
12:30 PM - 1:25 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
1:00 PM - 2:00 PM
Lunch (sponsored by GigCapital)
2:00 PM - 2:55 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
3:00 PM - 3:30 PM
Networking Break
3:30 PM - 4:25 PM
Panel
Spinning & Rolling with SPACs
- Using SPACs as roll-up vehicles for multiple mergers
- Prepping a division for a spin-out via SPAC
4:30 PM - 5:00 PM
Closing Remarks
Unmatched Networking, Innovative Programming and an Exciting New Outdoor Format
Seasoned content programmers develop our agenda by identifying the major trends that emerge over the course of the year. Our program managers then vet the most respected professionals to provide insight on these developments. At all times, the focus is on delivering the highest quality content. As we say, at DealFlow Events, “the program always comes first.”