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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, November 5, 2020

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will examine IPO requirements and operational matters associated with special purpose acquisition companies (SPACs), as well as issues to consider in connection with a SPAC's initial business combination. The panel will discuss the typical pricing of securities (and the components of SPAC securities), trust account requirements, time constraints, valuation requirements and conflicts issues in connection with any target acquisition, and how to unwind the SPAC if an acquisition does not occur. Topics will be discussed from the points of view of issuers’ counsel and of underwriters’ counsel. Written materials and forms used in the SPAC IPO process are included in the materials.

Faculty

Mitchell S. Nussbaum
Co-Chair, Loeb & Loeb LLP
Loeb & Loeb LLP

Mr. Nussbaum’s practice focuses on representing emerging growth companies and investment banks in initial public offerings, follow-on public offerings, shelf takedowns, registered direct placements, PIPEs and other private placements (144A, Reg D, Reg A, Reg S, etc.). He also regularly represents public companies regarding their SEC and NYSE or Nasdaq listing compliance and has acted as outside general counsel, including corporate, securities, M&A litigation and business counseling, to hundreds of private and public companies as well as their officers and directors. Mr. Nussbaum’s also negotiates and documents acquisitions, mergers, going-private transactions, reverse mergers, proxy contests, tender offers, control contests, fund formations and secured lending financings and has represented issuers and underwriters in more than 100 SPAC public offerings and business combinations. He was responsible for developing the groundbreaking IPAC, which features many of the benefits of the SPAC, but offers increased flexibility on pricing and deal structure, along with a more rapid transaction cycle.

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Dan Brecher
Counsel; Chair, Securities and Investment Banking Group
Scarinci Hollenbeck, LLC

Mr. Brecher’s experience ranges from serving as general counsel of New York Stock Exchange and NASD/FINRA member brokerage firms to representing companies in hundreds of public and private securities offerings, and advising institutional and high net worth investors. In addition, Mr. Brecher is counsel of record in several leading published decisions establishing precedents in securities, business and education law. He is a Court-appointed mediator in the U. S. District Court, Southern District of New York, and a mediator and an arbitrator at FINRA. Mr. Brecher is a nationally known author and lecturer who has written and presented on topics relating to private and public securities offerings, and other corporate, securities and investment banking matters. He has appeared on CNN and in numerous other national and local television and radio media outlets. His articles have appeared in Barron’s, The American Law Institute – American Bar Association’s The Practical Lawyer, Boardroom Reports, Bottom Line/Personal and in a number of other professional and general circulation magazines and newspaper publications. Mr. Brecher authored Chapter 9 of “Securities Offerings: New York Practice Guide: Business and Commercial,” and co-authored Chapter 24 “New York Forms of Jury Instruction, Officers’ and Directors’ Liability,” both published by Matthew Bender & Co.

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Description

SPACs allow sponsors to raise capital through an IPO of securities in a new corporation, and to identify and acquire or merge with an existing company. They offer investors the opportunity to own publicly traded shares in a company with the flexibility of a private equity fund. But, there are structural, operational, and regulatory concerns that counsel must consider in advising a SPAC.

SPACs enjoy a streamlined IPO process, but specific SEC registration and disclosure requirements apply. To avoid Blue Sky law complications and to gain aftermarket trading support, SPACs must meet listing standards relating to market cap, number of shares sold, and number of holders, and FINRA must review the offering issue a "no objection" letter. The sponsor must avoid any contacts with potential target businesses before and during the IPO.

Proceeds of the IPO must be placed into a trust account administered by a third-party trustee. Proceeds may not be released from the trust account unless a business combination is completed within a specified timeframe, after which shares must be redeemed and funds returned to the investors. The target company must have a fair market value that is equal to at least 80 percent of the SPAC's trust assets.

Listen as our authoritative panel discusses the disclosure and operational requirements particular to SPACs, the timing and valuation parameters relating to SPAC target acquisitions, and issues that may arise in a SPAC's initial business combination. The panel will also discuss the typical pricing of SPAC securities and trust accounts.

Outline

  1. Strategic advantages of SPAC; advantages over private equity
  2. IPO process: registration and disclosure requirements
  3. Listing on the exchange; continued listing requirements and FINRA review
  4. Capital and pricing structure: shares and warrants
  5. Trust account requirements
  6. Issues to consider during business combination negotiations, including board seats, indemnification, and related escrow provisions
  7. Deadline for completing an acquisition
  8. Follow-up filings after IPO and upon acquisition
  9. Unwinding if an acquisition is not completed

Benefits

The panel will review these and other key issues:

  • When is a SPAC an appropriate vehicle for facilitating business combinations with existing companies?
  • What are the securities offered to the public in a SPAC IPO?
  • What are the registration and listing requirements for SPACs?
  • Who are sponsors in a SPAC IPO and what is in it for sponsors?
  • What happens to trust funds and the SPAC if a business combination is or is not consummated by the required deadline?
  • How is the de-SPAC process effected?