Wednesday, June 15 Day One
Breakfast (Sponsored By Morrow Sodali)
State of The Market
- Overview of recent deal activity including a recap of 2021 year-end performance
- Notable changes to SPAC deal structure and possible changes in light of SEC rulemaking
- Market forecast through 2022
- How the SEC's proposed rulemaking might impact future SPAC deals
Ellenoff Grossman & Schole
What’s Next for Blank-check Firms?
- A ticking clock for existing SPACs to get deals done
- More new SPACs entering the pipeline only means more competition
- Anticipating what the SEC may do in 2022
- U.S. SPAC expertise eyeing international targets
Vice Chairman; Co-Chair, Capital Markets & Corporate
Loeb & Loeb
SPAC Litigation: Pain is Inevitable, Suffering is Optional
- The most alarming types of cases
- Notable trends
- Case studies: Avoid mistakes others have already made
- Insurance as a defense litigation tool?
- Our SPAC crystal ball
Accounting & Audit Considerations during the Lifecycle of a SPAC
- Pre- and post-IPO accounting requirements and report frequency
- Audited financial statements and shareholder proxies
- Accounting for the acquisition transaction
- Post-merger (de-SPAC) accounting requirements
What it Takes to be a SPAC Sponsor
- Demonstrating expertise in at least one business sector
- Maintaining deep connections to finance professionals, private equity
- Proven hands-on M&A experience, preferably on both the buy and sell sides
- Track record of C-Suite level management success
Counseling Private Companies Considering a SPAC in These Turbulent Times
- Hear what advisors are telling private companies considering SPACs in this environment
- Navigating some of the tough issues of the day and what to look out for
- How market and other forces are influencing how companies should behave
Merger Special Meeting: The Final Hurdle to Approving a Business Combination
- Arbitrage investors and empty voting
- Advisory firm recommendations and timing
- Redemption levels and exchange listing requirements
- Compressed solicitation window to achieve required vote
Director - M&A and Activism Advisory Group
Longacre Square Partners
Partner, Capital Markets and M&A
Vinson & Elkins
Co-Founder and Managing Partner
SPACs by the Numbers
- SPAC IPO activity
- Yields and market dynamics
- De-SPAC performance
- Deal and financing trends
Venture Capital-backed Targets: From Moonshots to Predictable Cash Flows
- Best advice for VC-backed companies considering SPAC route
- Minority control: Fickle boards and strong founders
- SEC proposed rulemaking and its impact on VC-backed companies
- Generalist vs. specialist SPACs, tradeoffs the venture CEO should consider
Your Path to Going Public: De-SPAC or IPO
- SPACs: The speedier path to market
- Different costs associated with both routes
- Why SPACs offer less volatile target valuation
- Understanding shareholder dilution (and associated complaints)
Spotting Red Flags on a Deal
- Inadequate/rushed due diligence
- SPAC management expertise (or lack thereof) in selected sectors
- Disclosures that raise more questions than answers
- Valuations unsupported by the numbers
- SPAC management’s track record
- How the SEC’s SPAC rulemaking proposal might affect transaction diligence and deal execution
Cocktail Reception (Sponsored By Marcum)
Thursday, June 16 Day Two
Breakfast (Sponsored By Morrow Sodali)
Fostering Clear Communication with Retail SPAC Investors
- Investor lawsuits against de-SPACed companies are on the rise
- Marketing vigorously, making robust projections, avoiding hyperbole
- Issuing regular updates and press releases
- Rock the vote: Ensuring retail investors participate in shareholder meetings and merger votes
SPACs and Environmental, Social and Governance Investing: Latest Industry Trends
- ESG global market added $40B in assets this year and demand is growing
- ESG remains a major focus for target companies
- Determining target sustainability based on ESG factors
- Leading ESG sectors and a look at trends on target company management and boards
- Gender diversity and SPACs
International Intrigue: Understanding the Overseas SPAC Market
- Hot spots: Amsterdam, London (France, Sweden and Germany tied for distant 3rd place)
- Asia emerges as growing SPAC market with Singapore and Hong Kong leading
- Desire to list on American Exchanges gives US SPACs an edge in many sectors
- Deal structures, taxes and other cross-border SPAC issues
- US anti-inversion rules and international M&A
M&A Advice Wanted
- Differing perspectives: Buy side vs. sell side
- Keys to effective negotiation
- Understanding the deal structure
- Assessing the target’s true financial condition and prospects
Navigating a Challenging PIPE Market and Alternative De-SPAC Financing Structures
- Trends in De-SPAC PIPEs, including increased use of convertible debt and convertible preferred equity
- Forward purchases
- Backstop agreements
- Sponsor participation in PIPEs and backstop
SPACs in the Nation's Capital: The Regulatory and Legislative Landscape
- Impact of SEC proposed rulemakings and amendments to the SPAC industry
- SPAC friends and foes on Capitol Hill and legislative dynamics in 2022
- The SPAC Association (SPACA) and trade association activity
- Election 2022: What to expect
The Vogel Group
D&O Insurance for SPACs: Do's, Don'ts & Consequences
- Lawsuits against SPACs are on the rise
- When de-SPACed targets underperform and infuriate investors, who’s to blame?
- Why should all SPACs pay for the mistakes of a few bad apples?
- Negotiation with insurers: How SPAC management can hold down D&O costs
The SPAC Market: A Legal Update
- Regulatory developments
- Trends in SPAC IPO deal terms
- Pace of De-SPAC transactions
- Legal considerations in getting De-SPAC deals to closing
The SPAC Conference Wrap Up: What we Learned and a Look Ahead
- Structural Considerations for a Successful IPO
- Regulatory Scrutiny & Proposed Legislation
- SPAC Liquidations
- Looking Ahead to Q3 and Beyond
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.