Wednesday, June 28 Day One

8:00 AM - 9:00 AM

Breakfast

9:00 AM - 9:10 AM

Opening Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

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

speaker-1

Doug Ellenoff

Partner
Ellenoff Grossman & Schole

Speaker

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

speaker-1

Mitch Nussbaum

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

Speaker

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

speaker-1

Mark Schwartz

IPO and SPAC Capital Markets Advisory Leader
Ernst & Young

Moderator

speaker-2

Karim Anani

Americas FAAS Transaction Leader
Ernst & Young

Panelist

speaker-3

Jay Heller

Head of Capital Markets
Nasdaq

Panelist

speaker-4

Stephen Kadenacy

Co-Founder & Co-Managing Partner
SilverBox Capital

Panelist

speaker-5

Joel Rubinstein

Partner
White & Case

Speaker

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

speaker-1

Donna Ackerly

Senior Vice President
Laurel Hill

Moderator

speaker-2

Yelena Dunaevsky

Senior Vice President & Partner
Woodruff Sawyer

Panelist

speaker-3

Tina Pappas

Managing Director
Jefferies

Panelist

speaker-4

Jeffrey Selman

Chair of SPAC Transactional Practice
DLA Piper

Panelist

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

speaker-1

Ryan J. Maierson

Partner
Latham & Watkins

Speaker

speaker-2

Disha Patel

Partner
Withum

Speaker

speaker-3

Matt Jacques

Partner & Managing Director
Alix Partners

Speaker

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

speaker-1

Geoffrey L. Weinberg

Managing Director - M&A and Activism Advisory Group
Morrow Sodali

Speaker

speaker-2

Jackie Cohen

Partner
Ropes & Gray

Speaker

speaker-3

Guy Barudin

Director
Chardan Capital Markets

Speaker

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

speaker-1

Mike Schlanger

VP Solution Sales
Toppan Merrill

Moderator

speaker-2

Christian Nagler

Partner, Capital Markets
Kirkland & Ellis

Panelist

speaker-3

James Graf

CEO
Graf Acquisition Corp

Panelist

speaker-4

Derek Kearns

Managing Director, SPAC Practice Leader
Centri Consulting

Panelist

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

speaker-1

Will Braeutigam

US Capital Markets Transactions Leader
Deloitte

Speaker

speaker-2

David Ni

Capital Markets Partner
Sidley

Speaker

speaker-3

Michael Tenny

CPA, Partner
Withum

Speaker

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?

speaker-1

Michael Johns

Partner
Maples Group

Moderator

speaker-2

Karim Anani

Americas FAAS Transaction Leader
Ernst & Young

Panelist

speaker-3

Josh DuClos

Partner
Sidley

Panelist

speaker-4

Kristi Marvin

Founder
SPACInsider

Panelist

5:10 PM - 5:35 PM

Presentation

The SEC Won't Let Me Be: The Impact of Heavy Regulations

speaker-1

Peter Schiff

Economist
The Peter Schiff Show

Speaker

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

8:00 AM - 8:50 AM

Breakfast

8:50 AM - 9:00 AM

Opening Remarks

speaker-1

Steven Dresner

CEO
DealFlow Events

Speaker

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?

speaker-1

Joel Rubinstein

Partner
White & Case

Speaker

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?

speaker-1

Rajiv Shukla

Partner
SPAC Research

Speaker

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

speaker-1

Dan Nash

Co-Founder, Head of Investment Banking
Cohen Capital Markets

Moderator

speaker-2

Priya Cherian Huskins

Senior Vice President & Partner
Woodruff Sawyer

Panelist

speaker-3

Chris Murillo

Partner
Harter Seacrest & Emery

Panelist

speaker-4

Zvi Schreiber

Founder & CEO
Freightos

Panelist

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

speaker-1

James Cotto

Managing Director
Morgan Stanley, Cotto Wealth Management Group

Speaker

speaker-2

Rodrigo Suarez-Navarro

Associate Vice President, Financial Advisor
Morgan Stanley

Speaker

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

speaker-1

Tamar Donikan

Partner
Kirkland & Ellis

Moderator

speaker-2

Christian Nagler

Partner, Capital Markets
Kirkland & Ellis

Panelist

speaker-3

Ari Schottenstein

Partner
Zukin Partners

Panelist

speaker-4

Adam Kerbis

Investment Banking Director
UBS

Panelist

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?

speaker-1

Glenn Pollner

Partner
WilmerHale

Moderator

speaker-2

Mike Holbert

Managing Director
The Benchmark Company

Panelist

speaker-3

Taylor Sherman

Director, Restructuring and Dispute Resolution Services
CohnReznick

Panelist

speaker-4

Huan Lou

Partner
Sichenzia Ross Ference LLP

Panelist

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

speaker-1

Anne Frank-Shapiro

COO
Climate Real Impact Solutions

Speaker

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

speaker-1

Jeffrey Kranzel

Partner
Deloitte

Speaker

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

The SPAC Conference 2023 program is currently in development. Please complete this form to recommend a speaker or agenda topic.