De-SPAC Merger Execution - M&A, Financing and SEC Process 2021 | Practising Law Institute (PLI) | 8 December 2021 | Online

The identification of multiple targets, negotiations and execution of a merger by a SPAC is complex. This Briefing will provide step by step guidance on how to accomplish a de-SPAC and successful merger. Current legal and tactical issues will be covered.

Speakers Discuss:
• SPAC market update and new trends (5 minutes).
• How to identify targets, negotiate letters of intent, conduct due diligence more efficiently (10 minutes).
• Negotiating key terms of the Stock Purchase Agreement (10 minutes).
• Drafting Form S-4 merger proxy, including projections and forecast considerations (10 minutes).
• How additional financing in difficult PIPE market and back stops are obtained and used to improve success (5 minutes).
• Ways to improve redemption risk and the risks of the deal (10 minutes).
• How to handle warrants, fees, broken deals and the financial arrangements (5 minutes).
• Closing and post-merger advice (5 minutes).

Program Level: Update;
Intended Audience: Attorneys and accountants who deal with SPACs, DeSPACing, PIPEs, IPOs, and M&A, including in-house counsel, outside attorneys, regulators, partners of public accounting firms and their staff.
Prerequisites: None.
Advanced Preparation: None.

2021 Speakers

Adele Hogan
Partner, Lucosky Brookman LLP

Risë B. Norman
Partner, Simpson Thacher & Bartlett LLP