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)
The Agenda
Our events always begin with great programming and a commitment to deliver high-quality content. The PIPEs Conference will feature a technical and specialized agenda designed for professionals working in the industry.
Below are some of the topics we’re working on for The PIPEs Conference 2024.
The PIPEs Conference – London
A Data-Driven State of the Market
What the Latest SEC Guidance on SPACs Means for Traditional Reverse Mergers
Redefining PIPEs: 20 Years Later, What Constitutes a Private Investment in Public Equity?
Closing Conditions: Customary (and Not-so-Customary) Deal Provisions
A Deep Dive into the SEC’s Final SPAC Rules for PIPE Investors
Listing Rules & Exchange Requirements: Circumstances requiring NYSE and Nasdaq Approval
PIPE Investment Trends: Registered Directs
An Update on Reg A Issuance Trends & Marketing Strategies
Beware of Issues Related to Selling Convertible Preferred Stock or Convertible Debt
Getting Comfortable with Comfort Letters: Understanding Legal Opinions, Negative Assurances and Other Planning Considerations for Unregistered Securities Offerings
How the Change to the SEC’s definition of “Dealer” will Impact the PIPE Market
Pros & Cons of Resettable/Variable-priced Securities for Issuers
PIPEs & Confidentiality Agreements: Wall Crossing, Trading Restrictions, and Common Provisions Covering Agents and Investors
Strategies for Valuing Embedded Investment Perks in Deals
Activist Campaigns in the Microcap Market
What you should know about Foreign Issuers and the PIPE Market
Creating a “Synthetic Shelf” with Reg A
Using PIPEs in Connection with M&A
