Orrick’s SPAC Roadmap Series: Who's on Board? Consideration of Fairness Opinions and Items 1606 and 1607 of the SEC's Proposed SPAC Regulations

On March 30, 2022, the Securities and Exchange Commission proposed extensive additional regulations under Proposed Subpart 1600 to Regulation S-K impacting special purpose acquisition companies (SPACs), including specialized disclosure and procedural requirements in business combination transactions involving SPACs (de-SPACs). Proposed Item 1606 would require the SPAC to disclose and discuss whether it reasonably believes the proposed business combination and any related financing transactions are fair or unfair to unaffiliated security holders.

Proposed Item 1607 would require disclosure about whether or not the SPAC or its sponsor received certain specified third party reports, opinions or appraisals and would mandate them to be filed as exhibits to the applicable Form S-4/F-4 registration statement or proxy statement/information statement.

The comment period for the SEC's proposed rules expires June 13, 2022.

Join Orrick and Houlihan Lokey for a discussion on fairness opinions generally and the impact of the proposed SEC regulations on the de-SPAC process. In this webinar we will consider:

• Current de-SPAC market landscape and existing fairness opinion process and practice
• SEC Proposed Rules under Items 1606 and 1607 of Regulation S-K
• Deal Process Considerations for SPAC Board of Directors