Facts on SPACs: Are you sure who’s the acquirer?

PwC's accounting podcast

Special-purpose acquisition companies (SPACs) have been around for a long time, but in the last 24 months, the SPAC market has seen an unprecedented amount of activity. In our Facts on SPACs mini-series, we cut through the noise to tell you exactly what you need to know about this boom.

In episode two of our six-part series on SPACs, Matt Sabatini, PwC National Office partner, is back to share some helpful insights when determining the accounting acquirer in a SPAC transaction.

Topics include:

• 0:56 - Background. Matt and Heather begin with an introduction to one of the first steps to any SPAC transaction – identifying the accounting acquirer. Generally, it’s the same assessment as in a business combination, but most importantly, it’s not a “one size fits all” analysis - Matt explains.
• 6:31 - Exceptions to the rule. We said it was “generally” the same as any business combination. Matt describes two exceptions when different accounting guidance needs to be used to identify the accounting acquirer.
• 12:39 - Downstream impacts. Once the accounting acquirer has been determined, the facts will tell you which accounting model to apply. Is it a reverse recapitalization? Matt tells you what you need to know.
• 18:01 - Key takeaways. Heather and Matt close with final advice on this assessment. Most importantly, understanding the facts. Not all SPACs are alike.

Want to learn more? Read our In depth, Determining the accounting acquirer.

Matt Sabatini is a partner in PwC's National Office with over 20 years of experience helping clients and engagement teams navigate the accounting and financial reporting for complex transactions. He specializes in the accounting for M&A, corporate reorganizations, recapitalizations, joint ventures, and other investments.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series, as well as periodic webcasts for the power and utilities industry. With nearly 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.
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