Our SPAC Experience Runs Deep
Our team’s SPAC transaction experience includes dozens of fairness opinions issued in SPAC merger transactions across a variety of sectors. We are trusted by leading law firms, sponsors, and target companies. In fact, in 2022, Marshall & Stevens was the leading financial advisor to SPAC acquisitions nationally in terms of aggregate deal value (Statista.com). As the SPAC market comes back to life in 2025, we stand uniquely ready to assist.
Our Fairness Opinion Services Include
- A thorough review of financial projections, underlying assumptions & comparable companies and transactions
- In-depth industry research and analysis to validate projections and key assumptions
- An independent valuation of the target
- An independent assessment of the merger consideration and overall fairness
- An analysis of the transaction structure, including earnout analysis, if needed
- Board-level presentations and Q&A support
- SEC- and shareholder-ready documentation, including S-4 and F-4 filings and prompt responses to SEC comment letters
Further, we recognize the unique working capital considerations of SPAC transactions. Our fairness opinion committee consists of seasoned attorneys and senior members of our firm and our team and well-honed process deliver high-quality results efficiently and cost-effectively, ensuring prompt turnaround without unnecessary overhead or excessive staffing. For more information about fairness opinions, please see our Fairness Opinion Guide.
De-SPAC Transactions
SPAC fiduciaries are encouraged to engage an independent advisor to provide a Fairness Opinion that addresses fairness from the financial point of view to either the SPAC (buy-side) or the target (sell-side).
Regulatory Compliance
The SEC, FASB, IFRS, PCAOB and other regulators make changes to accounting, disclosure, and valuation standards in response to public and private company challenges and concerns. Marshall & Stevens keeps current with valuation standards to ensure compliance with current requirements.
Public Company Reporting Compliance
SPACs have the same public company financial reporting compliance requirements as every other public company (FASB, SEC, PCAOB). Valuation is a component of that compliance:
- Valuation of simple and complex Equity and Debt Instruments (FASB ASC 320, 718, 815 and 946) for founder’s shares, preferred equity, warrants, rights, options, etc. SPAC-issued warrants and rights require careful valuation for financial reporting, as SEC guidance often requires these instruments to be classified as liabilities rather than equity, which must be measured at fair value at each reporting period.
- Purchase Price Allocation when applicable, analyses for public filings when targets have been identified and again when the business combination transaction are consummated, and a new opening balance sheet is required (FASB ASC 805). The allocation analyses may include the valuation of intangible assets such as intellectual property and customer relationships, as well as machinery & equipment and real estate.
- Impairment Testing (ASC 350 & 360) and other analyses as necessary to comply with FASB accounting requirements.
