Wednesday, June 15 Day One
7:45 AM - 8:45 AM
Breakfast (Sponsored By Morrow Sodali)
8:45 AM - 9:00 AM
Opening Remarks
9:05 AM - 9:25 AM
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
9:30 AM - 9:50 AM
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
9:55 AM - 10:15 AM
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
10:20 AM - 10:50 AM
Networking Break
10:50 AM - 11:20 AM
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
11:25 AM - 11:55 AM
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
12:00 PM - 12:30 PM
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
12:30 PM - 1:30 PM
Lunch
1:30 PM - 2:15 PM
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
2:20 PM - 2:40 PM
Presentation
SPACs by the Numbers
- SPAC IPO activity
- Yields and market dynamics
- De-SPAC performance
- Deal and financing trends
2:45 PM - 3:05 PM
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
3:10 PM - 3:35 PM
Networking Break
3:35 PM - 4:20 PM
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)
4:25 PM - 5:05 PM
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
5:10 PM - 5:30 PM
Closing Remarks
5:30 PM - 7:00 PM
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
- 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 PIPE investors, and the entire PIPE market, including expected new expenses
- Why small-cap and microcap issuers will be first to get caught in the SEC’s crosshairs on PIPE deals
- Discussion of status of Congressional lobbying to halt further SEC regulation of the PIPE market
- Expanding FINRA policies and procedures covering due diligence of institutional and retail PIPEs
- Different strategies for valuing embedded investment perks such as warrants
- PIPEs & Confidentiality Agreements: Wall crossing, trading restrictions, and common provisions covering agents and investors
- Pros and cons of resettable/variable priced securities for issuers and investors
- Why PIPE deals remain the key to successful SPAC transactions
- Understanding integration of public and private offerings
- Listing Rules & Exchange Requirements: An overview of process and approvals
- What the NY Court of Appeals decision on convertibles means for PIPEs
- Broker-dealer issues covering Regulation FD
- Closing Conditions: Customary (and not-so-customary) provisions governing a deal post-definitive agreement
