Overview
SPACs are the hottest investment topic right now. Designed as an alternative to traditional IPOs, SPACs offer a quick and easy way to raise capital to acquire—and go public with—an existing private company.
In this in-depth Virtual Conference, our experts will discuss the pros and cons of SPACs, including potential legal and accounting issues, the short life and long-term outlook of a SPAC, financial reporting and SEC filings, identifying and acquiring a target company, and how they’ve grown in popularity since the pandemic.
AGENDA HIGHLIGHTS
• Capital Market Trends
• Anatomy of a SPAC
• Financial Accounting & SEC Reporting
• Identifying an Acquisition, including Due Diligence & Valuation
• Operating as a Public Company
LEARNING OBJECTIVE To provide an overview of Special Purpose Acquisition Companies and an in-depth explanation of financial
reporting and SEC filing requirements.
PREREQUISITE None. ADVANCE PREPARATION None. PROGRAM LEVEL Update. NASBA FIELD OF STUDY Accounting.
DELIVERY METHOD Group Internet-Based.
Agenda
CONFERENCE AGENDA
Welcome & Opening Remarks
8:45 – 9:00 AM
Capital Market Trends & Anatomy of a SPAC
9:00 – 10:15 AM
SPACs have become increasingly popular in recent years. These “blank check companies” provide an alternative to the traditional IPO process, allowing investors to raise capital for the purchase of an existing private company before going public with it. In addition to exploring the key legal and accounting issues that must be addressed when establishing a SPAC, this session will cover:
• Reviewing Capital Sources
• Definition of a SPAC & Recent Popularity
• Comparing IPOs vs. Direct Listings vs. SPACs
• Financing & Structuring Deals
• The Role of Sponsors
• Explanation of Private Investment in Public Entity (PIPE)
• Timeline of a SPAC
• Tax Considerations
Break
10:15 – 10:25 AM
Financial Accounting & SEC Reporting
10:25 AM – 12:40 PM
The popularity of SPACs has not gone unnoticed by the SEC. A panel of financial accounting and legal experts will provide you with an in-depth explanation of:
• Financial Reporting Requirements
• Preparing Pro Formas
• Filing Requirements with the SEC
• Preparing Registration Statements
• Walkthrough of a Registration Statement
• Accounting for Reverse Merger
• Preparing the MD&A
• Special Disclosures
Lunch
12:40 – 1:25 PM
Identifying an Acquisition
1:25 – 2:25 PM
Finding the right target company is the goal of any SPAC. In this session, our panel of experts will advise you on what to look for when acquiring a private company, and delve into:
• Due Diligence Requirements
• Letter of Intent Process
• Acquisition Agreement
• Arrangements with Underwriters & Market Communication
• Valuation Issues
• Contracts & Closing the Deal
Break
2:25 – 2:30 PM
Operating as a Public Company
2:30 – 4:30 PM
Public companies often risk regulatory scrutiny, not to mention severe penalties. Avoid trouble by following the rules and regulations for:
• Reporting Requirements as a Public Company
• Audit Requirements
• Corporate Governance
• Internal Controls over Financial Reporting Considerations
• SOX 404 Compliance
Closing Comments
4:30 – 4:45 PM
Conference Ends
4:45 PM
Speakers
SPEAKERS INCLUDE
Mark Boheim, Director, Business Performance Improvement, Protiviti
A.J. Ericksen, Partner, White & Case LLP
Matt Kautz, Partner, White & Case LLP
Polia Nair, Partner, National Director—SEC Regulatory Matters, CohnReznick
Charles Soranno, Managing Director, Protiviti
Gerry Spedale, Partner, Gibson, Dunn & Crutcher LLP
Sean Wheeler, Partner, Kirkland & Ellis LLP
Workshop
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