SEC Scrutiny, Alignment Share Structures and Other Trends in SPAC IPOs and De‑SPAC Transactions (Part One of Two)

The popularity of special purpose acquisition companies (SPACs) grew dramatically in 2020 and continued that exponential ascent in early 2021. Experience, fierce competition, increased SEC scrutiny and other market pressures are causing SPACs and their participants to take a fresh look at some of the established terms and features of both SPAC IPOs and de‑SPAC transactions, however. New trends are also emerging as SPAC transactions evolve to overcome each obstacle thrown their way. A recent webinar hosted by Brian T. Davis and Dimitri G. Mastrocola, partners at international recruiting firm Major, Lindsey & Africa, which featured Weil partners Heather L. Emmel, Kyle C. Krpata and Douglas P. Warner, assessed the current SPAC market and addressed emerging developments. This first article in a two-part series reviews key features and characteristics of SPACs and explores recent trends and innovations in the market, including the SEC’s scrutiny of warrant accounting. The second article will analyze issues that arise in de‑SPAC transactions from the perspectives of the SPAC buyer and target company seller, along with key negotiating points and considerations to weigh. For additional commentary from Weil partners on SPACs, see our two-part series: “Mechanics of How PE Sponsors Can Form, Capitalize and Publicly Offer a SPAC Vehicle to Acquire a Private Company” (Oct. 20, 2020); and “Timeline and Wrinkles of the SPAC Public Offering Process and Factors to Weigh When Pursuing Target Companies for Acquisition” (Oct. 27, 2020).

To read the full article

Continue reading your article with a PELR subscription.