Wednesday, June 15 Day One
Breakfast (Sponsored By Morrow Sodali)
Opening Remarks
Presentation
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
Presentation
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
Presentation
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
Networking Break
Presentation
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
Presentation
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
Presentation
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
Lunch
Panel
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
Presentation
SPACs by the Numbers
- SPAC IPO activity
- Yields and market dynamics
- De-SPAC performance
- Deal and financing trends
Fireside
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
Networking Break
Panel
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)
Panel
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
Closing Remarks
Cocktail Reception (Sponsored By Marcum)
Thursday, June 16 Day Two
Breakfast (Sponsored By Morrow Sodali)
Opening Remarks
Round Table
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
Fireside
Public Company Readiness for Business Combination Companies
- SEC filing requirements
- Audits and internal controls
- Understanding investor relations
Fireside
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
Round Table
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
Networking Break
Panel
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
Presentation
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
Presentation
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
Lunch
Panel
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
Networking Break
Presentation
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
Presentation
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
Closing Remarks
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.