Acquiring a De-SPACed Company: Board Considerations, Capitalization Structure, Warrants, Tax Issues
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will examine the issues associated with M&A transactions involving a de-SPAC target company, including special fiduciary concerns of directors and officers when the offered price is below initial valuations, navigating the complex capital structures of de-SPAC companies, how to assess current and potential liabilities of the target, and potential tax ramifications of a de-SPAC acquisition.
Outline
- De-SPAC companies as potential targets in the current market
- Board considerations
- Assessing shareholder support
- Navigating complex capital structures
- Earnout shares
- Warrants
- Tax issues: Up-C entity structures, tax receivable agreements
- Risk of litigation or investigation
Benefits
The panel will review these and other key issues:
- What factors have made de-SPAC companies desirable acquisition targets in today's market?
- What are some particular concerns of de-SPAC directors in considering the sale of the company?
- How might earnout shares and warrants affect the purchase price and the closing process in a de-SPAC acquisition?
- How should existing or threatened litigation be addressed in a de-SPAC acquisition?
Faculty

Jenny Hochenberg
Partner
Freshfields Bruckhaus Deringer
Ms. Hochenberg focuses her practice on mergers and acquisitions, corporate governance and disclosure matters and... | Read More
Ms. Hochenberg focuses her practice on mergers and acquisitions, corporate governance and disclosure matters and shareholder activism defense. Her clients have included Afterpay, Atlas Air Worldwide, Cable One, Canadian National Railway, Cincinnati Bell, City Brewing, CommScope, Crown Castle, Exyte, GW Pharmaceuticals, Johnson & Johnson, NCR, Pitney Bowes, Scientific Games, Time Warner, US Foods, Viatris and Yahoo.
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Brayden Koslowsky
Attorney
Freshfields Bruckhaus Deringer
Mr. Koslowsky is an associate in our M&A practice in New York.
| Read MoreMr. Koslowsky is an associate in our M&A practice in New York.
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Daniel Lee
Managing Director
Moelis & Company
Mr. Lee is a Managing Director at Moelis & Company where he provides strategic and financial advice to clients on... | Read More
Mr. Lee is a Managing Director at Moelis & Company where he provides strategic and financial advice to clients on M&A transactions and chairs the Firm’s Fairness and Valuation Committee. He has approximately 20 years of investment banking experience with expertise in public company and special committee M&A transactions across a range of industries.
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