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SEC Commissioner Speaks on IPOs and the Rise of SPACs

Reynolds Holding

So today’s topic is particularly apt. SPACs involve sophisticated sponsors, underwriters, shareholders, PIPE investors, and private operating companies. First by the sponsors and other SPAC related advisors, and then by the PIPE investors who come in at a later-stage. Working Paper No. 746/2021). [13] 15] See OIAD Letters. [16]

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Are SPACs headed for decline?

ThomsonReuters

If the SPAC requires additional funds to complete the merger, it may issue debt or additional shares, such as a private investment in public equity (PIPE). . This SPAC boom has undoubtedly caught the attention of the SEC, with Staff in the Division of Corporation Finance issuing CF Disclosure Guidance: Topic No. FASB ASC Topics 480,?

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Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

Cooley M&A

For any potential reverse merger candidate trading below cash value, the burden will be on the company to convince the market (including PIPE investors) that its longer-term thesis (for a transaction or continuing to go it alone) is worth the gamble. billion.

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Past Event: SPACs: The Next Gen IPO or Just a Fad?

Cooley M&A

The group covered a wide range of topics during the 90-minute session, including three key themes highlighted below. Other benefits to deploying a SPAC include: • Additional capital can be raised by the SPAC through PIPE (private investment in public equities) transactions. What’s Driving the Interest in SPACs.

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The Rise of SPACs: IPO Disruptors or Blank Check Distortions?

Musings on Markets

As sponsors, they receive a significant stake (~20%) in the SPAC (called a promote), contributing little or nothing to capital, and in addition to finding and negotiating the price for a target company, they sometimes provide more capital to the target company through PIPEs (private investment in public equity).

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Skadden Discusses Final SEC Rules on SPACs and De-SPACs

Reynolds Holding

In a significant departure from the proposed rules, in lieu of adopting final rules addressing the status of potential statutory underwriters in de-SPAC transactions as well as SPACs under the Investment Company Act of 1940, the SEC elected to provide guidance on each of these controversial topics.

Finance 45
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Milbank Discusses Universal Proxy and “Horizontal” Conflicts

Reynolds Holding

(Note that if a company chooses to require this alignment information from a nominating stockholder, it may also wish to disclose whether its own nominating committee has had similar alignment conversations with the company’s director candidates on topic such as, e.g. , retention of the CEO.