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A SPAC’s initial business combination is often referred to as a de-SPACing transaction. While this is generally a merger, this is not your typical public company merger. From negotiating the letter of intent to the definitive merger agreement and the various ancillary agreements, there are a number of differences to consider. In addition, in order to mitigate risks associated with SPAC shareholder redemptions, as well as to provide additional capital for the continuing public company, most de-SPAC transactions are now accompanied by a PIPE transaction. Marketing the PIPE transaction to potential investors alongside the de-SPACing process may be part of the overall investor outreach. The original SPAC sponsors or their affiliates also may enter into forward agreements, as well as support and voting agreements.
Join Edward S. Best and Anna T. Pinedo from Mayer Brown LLP as they discuss:
- The SPAC IPO market and notable de-SPAC transactions [8 minutes];
- Negotiating the LoI [8 minutes];
- Key considerations in connection with the definitive agreement [10 minutes];
- PIPE and other capital raising transactions in connection with de-SPACing [10 minutes];
- Securities law and financial statement requirements [12 minutes]; and
- The proxy statement, forecasts and related considerations [12 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
Advanced Preparation: None