BDO’s Spotlight on SPACs

BDO USA

BDO’s Spotlight on SPACs podcast series serves as a forum for regular insights into one of the hottest trends in the capital market space. Joined by an exciting guestlist, tune in to hear our hosts from BDO’s National SPAC Practice share their experiences and a wealth of knowledge around the rapidly evolving world of Special Purpose Acquisition Companies.

Episodes

  1. 05/26/2022

    Unpacking the SEC’s New Proposed Rules on SPACs and De-SPAC Transactions

    Tim Kviz is the National Managing Partner of BDO’s SEC Services Practice. Tim has more than 25 years of experience in accounting, financial and SEC reporting, auditing and business management. He assists clients with complex accounting and SEC reporting matters in connection with IPOs, business combinations, dispositions, restructurings, debt and equity financings, and other transactions. Key Takeaways: The proposed new rules are a mix of largely expected items, codification of guidance the SEC was already enforcing, and some new changes.One of the most significant changes is enhancing disclosure requirements.The new proposed rules seem to provide investors with better disclosures and a more nuanced understanding of the transaction and how it came about. Some disclosures moved from one document to another, and others were enhanced to align with a traditional IPO.Investor protection is a main objective of these proposed rules. Tim explains how investors may benefit and whether any projections of future results are based on historical results, or just forecasts.Tim believes the proposed rules will improve the quality of SPAC transactions, bringing the deal up to the level of an IPO.Additional Resources: BDO Knows SPACsTim Kviz’s bioMichael Stevenson’s bioThe BDO Center for Accounting and SEC MattersBDO’s SEC Registration and Filings Services – led by Tim KvizBDO’s Accounting & Reporting Advisory Services - led by Michael StevensonSEC Proposes Rules to Enhance Reporting and Due Diligence in SPAC Transactions

    22 min
  2. 05/06/2022

    Complexities and Challenges of SPACs in the Valuation of Targets

    Notes Anthony Alfonso is the National Managing Principal of the firm’s Valuation & Capital Market Analysis Practice and Valuation Global Leader of BDO’s International Corporate Finance Group. He has more than 25 years of financial services experience providing valuation and transaction advisory services to a wide range of organizations and industries. Key Highlights: Anthony discusses the challenges encountered because of complexities created by the pandemic. [1:41] Anthony talks about the income approach vs. market approach and how it impacts valuation. [3:00] Owners are more attracted to being able to negotiate the value of their company vs. following the traditional IPO path. Mike shares that there needs to be an agreement as to what that valuation is. [6:20] Anthony shares how SPAC sponsors determine a quality target. [7:40] Anthony talks about fairness opinions on de-SPAC transactions. [9:00] Anthony summarizes the importance of fundamentals, taking caution when looking at non-GAAP financial metrics, and getting a fairness check. [9:51] Additional Resources: BDO Knows SPACs Anthony Alfonso’s bio Michael Stevenson’s bio BDO’s Valuation & Capital Market Analysis Practice - team led by Anthony Alfonso BDO’s Accounting & Reporting Advisory Services - team led by Michael Stevenson Access the full recording from the original webinar – SPAC Hacks: Successful Transition into Public Listings

    14 min
  3. 04/22/2022

    Ensuring a Successful Merger with a SPAC

    Join BDO’s National SPAC Practice Co-Leader, Michael Stevenson, as he sits down with Amy Rojik, National Managing Partner of Corporate Governance at BDO, to discuss board considerations for ensuring a successful merger with a SPAC. Notes Amy Rojik is a National Managing Partner at BDO who directs BDO’s Center for Corporate Governance, overseeing the firm’s communications and governance efforts. Amy has more than 25 years of experience in the auditing profession, engaging with financial reporting executives, audit committees, and board members. Key Takeaways: Amy shares the two-step process before getting into a merger. [1:30] Successful SPACs have often relied on the experience of their board members or having an independent company to consult. [5:02] The true function of a board is oversight. Amy shares the difference between oversight and operational and financial management. [9:14] The board composition of any company is extremely important, and a board needs to think about the honest assessment of a board’s functionality. [12:25] Michael summarizes the list of must-haves and considerations for board members. [13:33] Some of the emerging skillsets board members need to have. [14:00] Additional Resources: BDO Knows SPACs Amy Rojik’s bio Michael Stevenson’s bio The BDO Center for Corporate Governance BDO’s Accounting & Reporting Advisory Services - team led by Michael Stevenson Access the full recording from the original webinar – SPAC Hacks: Successful Transition into Public Listings

    20 min
5
out of 5
5 Ratings

About

BDO’s Spotlight on SPACs podcast series serves as a forum for regular insights into one of the hottest trends in the capital market space. Joined by an exciting guestlist, tune in to hear our hosts from BDO’s National SPAC Practice share their experiences and a wealth of knowledge around the rapidly evolving world of Special Purpose Acquisition Companies.