Ultimate Resource Covering The Implosion Of Special Purpose Acquisition Companies or SPACs (#GotBitcoin)
SPAC Deal Will Make 25-Year-Old Luminar Founder a Billionaire. Ultimate Resource Covering The Implosion Of Special Purpose Acquisition Companies or SPACs (#GotBitcoin)
Bitfury’s US Bitcoin Mining Subsidiary To Go Public Via $2B SPAC Merger
Bitcoin mining firms, even the newly-established ones, seem to be increasingly pursuing public listings.
Cipher Mining Technologies Inc. a subsidiary of blockchain development firm Bitfury has inked a $2 billion merger deal with Nasdaq-listed Good Works Acquisition Corp — a special purpose acquisition company, or SPAC. Both companies have entered into a business combination agreement.
According to a press release issued on Friday the merger will see Bitfury’s U.S. Bitcoin (BTC) mining enterprise become a publicly-listed company under the banner Cipher Mining Inc.
In addition to the combined $2 billion valuation for Cipher, investors like Morgan Stanley-backed Counterpoint Group and Fidelity Management and Research company will also lead a $425 million funding round.
This additional cash influx will proceed via a private investment in public equity, or PIPE, funding round. Bitfury will also provide a $50 million investment-in-kind to add to the $170 million left over from the October 2020 Good Works initial public offering, thus setting the combined company’s gross cash holdings at $595 million.
Commenting on the merger, Cipher Mining CEO Tyler Page remarked that the deal was a significant step in the emergence of properly capitalized Bitcoin mining enterprises, adding:
“With this transaction, we will be able to combine the formidable skill sets and technologies developed by Bitfury Group over the past 10 years with what we believe will be a leadership position on the global cost curve, and thereby create a true leader in the Bitcoin mining industry.”
With the merger expected to close in Q2 2021, Cipher is looking to achieve a 745 megawatts mining capacity by end of 2025. The company says it hopes to cross the 445 MW milestone between the end of 2021 and Q2 2022.
Cipher is the latest Bitcoin mining establishment to pursue a public listing albeit via a merger with a SPAC entity. As previously reported by Cointelegraph, Australian green energy Bitcoin mining outfit Iris Energy is set for a $39 million IPO in the summer.
With designs towards 745 MW in mining capacity, Cipher is also the latest example of the expanding Bitcoin mining outlay in North America. While China still dominates the BTC hash rate distribution, firms in the U.S. and Canada are reportedly increasing their inventory in the quest to dilute China’s control of the Bitcoin mining arena.
Meanwhile, Chinese miners are coming under significant regulatory pressure from municipal authorities. Earlier in March, reports emerged of crypto miners planning to exit Inner Mongolia amid energy consumption concerns.
Led by ‘Mr. SPAC,’ Credit Suisse Cashes In on Blank-Check Spree
A boom in blank-check companies is reviving Credit Suisse’s ambitions on Wall Street.
Credit Suisse Group AG is reaping the rewards from a spree of special-purpose acquisition companies. Leading the charge is a veteran banker who was among the first to bring SPACs to Wall Street 15 years ago.
The Swiss bank was the top underwriter of so-called blank-check firms last year and is second in early 2021, figures from data provider SPAC Research show. Its role in the suddenly booming sector has been a bright spot as the bank took $1.3 billion in unexpected charges last year and weathered a spying scandal and high-profile company frauds.
Spearheading the blank-check business is head of SPACs Niron Stabinsky, who was hired in 2015 from Deutsche Bank AG. He and Credit Suisse have built relationships with some of the most prominent SPAC founders, including venture capitalist Chamath Palihapitiya, veteran deal maker and Vegas Golden Knights owner Bill Foley, and real-estate investor Barry Sternlicht.
That group’s SPACs helped Credit Suisse bring in seven of the 10 biggest blank-check firms last year, according to Dealogic.
“Niron has become Mr. SPAC,” said Mr. Foley, who has worked with him on deals for nearly two decades.
SPACs founded by Mr. Foley and underwritten by Credit Suisse recently agreed to a $7.3 billion merger to take Blackstone Group Inc. -backed benefits provider Alight Solutions public and a $9 billion deal to combine with Paysafe Group Holdings Ltd.
SPACs are shell companies that raise money with the sole purpose of buying a private company to take it public. They have become a popular cash cow for big-name investors and celebrities to access public markets.
The fees bankers can earn throughout the SPAC process make the recent flurry of activity especially lucrative. Banks help set up a blank-check firm when it initially goes public and can also help a SPAC raise money for an acquisition and advise it or a target company on possible mergers. One hundred and sixteen SPACs have raised $35 billion in 2021, putting the market on track to shatter last year’s record of more than $80 billion, per SPAC Research.
In December, Credit Suisse Chief Executive Thomas Gottstein told investors he wanted to hire more bankers to work on mergers in health care and technology, common sectors for the 315 SPACs now looking for private companies. SPACs, IPOs and other share sales last year produced $771 million in revenue at Credit Suisse in the first nine months of 2020, nearly double the total from the same period in 2019.
The bank was involved in another large SPAC this week, when Mr. Sternlicht raised $900 million for his latest blank-check firm, one of the largest deals this year.
Mr. Palihapitiya, a prominent tech investor who has created six blank-check firms, has been key to Credit Suisse’s standing in the sector, bankers say. One of his SPACs bought space-tourism firm Virgin Galactic Holdings Inc. in 2019 and another is taking financial-technology company Social Finance Inc. public this year, both well-received deals that made SPACs more popular and lifted Credit Suisse.
“They’re perceived as a kingmaker,” said Kristi Marvin, founder of data and research provider SPACInsider.com and a former banker. “Anytime they do a deal, people automatically assume it’s good quality.”
Other banks have thriving SPAC teams too. But blank-check firms are particularly important to Credit Suisse because they represent a proportionally larger chunk of its investment-banking revenue, according to analysts. The bank shrank its presence on Wall Street last decade as it refocused on wealth management for the global rich.
The SPAC business highlights strategic themes Credit Suisse has been pushing. It says ultrawealthy clients want more investment-banking advice to sell companies and raise funding, while rich customers more generally want to replace low-yielding government bonds in their portfolios.
Some analysts say they are wary of risks for investors that may be lurking in the SPAC wave. One concern is that it is easier for a startup to laud its long-term growth forecasts when combining with a SPAC than in a traditional initial public offering. Banks working on the deals also have a lesser role as gatekeepers.
Due diligence was one of Credit Suisse’s headaches last year. Luckin Coffee Inc., a Chinese company it helped bring public in 2019, said in April some of its officers fabricated sales, cratering its shares.
Another company, Germany’s Wirecard AG , collapsed less than a year after Credit Suisse marketed securities to investors that were tied to the company’s shares.
Mr. Stabinsky said the quality of SPAC creators Credit Suisse works with is high. But he too is worried about what might happen if hyped companies fail after merging with blank-check firms.
“I do get concerned that if things go badly, it does have a reputational taint for SPACs,” he said.
Why Blank Check Companies (SPACs) Are Filling Up Fast: QuickTake
Special purpose acquisition company is a boring name for something generating a ton of excitement in financial circles this year. How about “blank check companies” — that’s more appealing. Or the idea of billion-dollar pools of cash, or the chance to buy into promising startups without the uncertainty of an IPO. Put it all together and SPACs sound pretty alluring. So far this year they’ve raised over $30 billion, more than double last year’s $12.4 billion. Whether the format will stick or is just a fad remains to be seen.
1. What Are SPACs?
Companies that raise money for buying businesses. The reason they’re known as blank-check companies as they generally don’t have a merger target when they are formed. It’s as if investors are giving the sponsor of the SPAC a blank check to use as she sees fit.
2. How Do They Work?
SPACs raise money through an initial public offering that sells shares and warrants in a bundled unit usually at $10. SPACs usually have 24 months to identify and complete an acquisition. If investors of the SPAC dislike a planned purchase, they get to sell their shares but keep the warrants. That gives them the possibility of an upside even in transactions they opt out of, if a merger goes better than they expected. That combination is seen as making SPACs a safe bet especially during turbulent markets. Once the business combination is completed, the acquisition target becomes a public company.
3. Are SPACs New?
The first recorded listing of a blank-check company dated back to 1993, according to Bloomberg’s data. SPACs used to be regarded as a last resort — if a company couldn’t go public via a regular IPO or attract takeover interest from financial or strategic investors, SPACs gave an alternative.
4. How Big Are They?
Prior to the boom that began in late 2019, the previous record was set in 2007 during the financial crisis when $6 billion was raised, a fraction of the $31.6 billion raised in the first eight months of 2020. After the financial crisis, investing in an IPO that had no operations made less sense and SPACs largely disappeared.
5. Why Were They Revived?
For the sponsors creating SPACs, the approach offers faster turnaround for their money than traditional private equity funds, which often operate on a 10-year timeframe. As more high profile, seasoned investors moved into the sector, the sight of billionaires raising SPAC money gave the format some charisma that lured others. Bulge bracket banks have also formalized their SPAC business.
6. Why Are They Hot Now?
The pandemic has raised volatility levels, making IPOs riskier and bringing that market to something of a crawl. At the same time, the U.S. Federal Reserve had pumped extra cash into the market. Its actions also lowered yields, meaning SPACs offered the prospect of better returns that came with some downside protection, thanks to the right of redemption. And the new attention came as venture capital and private equity funds that had pumped money into private companies for a decade were looking for an exit — preferably not an IPO.
7. What Kind Of Deals Are Happening?
Online sports betting company DraftKings Inc. became a public stock in April after completing a merger with Diamond Eagle Acquisition Corp. in a $3.3 billion deal. As is customary in such “reverse mergers,” the SPAC took the name of the business it bought. When the stock price popped from around $10 a share for Diamond Eagle before it announced the deal in December to a peak of $43 in June as DraftKings, it helped add to the buzz around blank check deals.
8. What’s The Advantage?
For companies seeking a path to public markets, a reverse-merger with a SPAC has increasingly become an enticing alternative relative to the traditional route of conducting an IPO. SPACs have recently attracted more companies in futuristic industries such as space tourism and electric vehicles. These companies that have yet to make a profit could market their future financial prowess in a SPAC listing — something that’s not allowed in an IPO. One perceived advantage of going public with a SPAC is a shorter timeline to listing relative to a regular IPO. A SPAC merger may also be considered appealing to companies, because it is a privately negotiated acquisition with a set price. And once a deal is formally inked, the path to public markets is set, meaning a bout of market turmoil is less likely to derail things.
9. What Do Critics Say?
For one thing, that SPACs don’t offer the cheapest deal. Associated fees in going public via SPACs can make them effectively, more expensive. Although companies don’t pay the usual 5% to 7% IPO fee to investment banks, the cost of capital of a SPAC deal could end up costing more. And SPACs aren’t always faster than a traditional IPO — the U.S. Securities and Exchange Commissions has similar requirements for IPOs and SPAC listings.
10. What’s The Appeal For Sponsors And Investors?
Sponsors of the SPAC buy so-called founder’s shares and warrants. In many cases, founder’s shares can equal 20% of total shares outstanding of the resulting company after a merger. Investors find SPACs compelling because of the limited downside and yield. The capital raised in a SPAC IPO stays in a trust and is often invested in short-term U.S. Treasuries until a merger with the targeted company, so an investor can redeem common shares for their principal investment plus accrued interest. If a SPAC fails to identify and close an acquisition over a specific time period, the cash is returned to investors. Some also treat SPACs like closed-end funds, buying shares when they trade below the value of the cash held in the trust, usually $10 per share, and selling them at a higher price, usually when news or an announcement of a deal pushes shares up.
11. How Do The Warrants Work?
Early investors in SPACs buy units, which are usually comprised of one share of common stock and a fraction of a warrant to purchase more stock at a later date. Warrants are considered a sweetener, providing investors with the possibility of additional compensation for their cash, though, they expire worthless if a SPAC fails to close an acquisition. If an acquisition is completed, warrant holders can buy more shares by turning in their warrants and typically putting up $11.50 per share at some point in the future, an enticing proposition for those who believe that shares of the resulting company from a SPAC merger will rise substantially after going public. However, when those warrants are exercisable, they can have a negative impact on the common shares, as early investors sell.
12. Are SPACs Good For Retail Investors?
Business combinations that result from a reverse merger with a SPAC run the gamut from mature companies years in operation to upstarts that have no sales or product to show. They should be treated, as with all investments, on a case-by-case basis. SPACs are also somewhat of a blind investment in that investors who buy into a SPAC is taking a certain leap of faith in the sponsor’s ability to identify and close a deal with a fundamentally sound company with growth potential. SPACs aren’t riskless, though — particularly if you buy after a deal is announced and the stock has soared above $10. And once a deal is finalized, the shares can fall below that price as easily as any other stock’s. Of the 18 companies that went public via SPAC mergers in the past year, 11 are trading for less than $10 a share. SPACs are partly a bet on the skills of the sponsors who lead the companies while hunting for a target—often money managers or well-known executives.
13. Are SPACs Going To Take Over This Space?
Maybe Not: In late August, four software companies announced plans for traditional IPOs, as did AirBnB Inc., and another, Asana Inc., said it would do a direct listing — that is, go public by making existing private shares available to trade on exchanges rather than selling new shares. Palantir Technologies Inc. filed for a direct listing the next day.
Austin Russell, the 25-year-old founder and chief executive officer of Luminar Technologies Inc., is set to become one of the youngest self-made billionaires.
Russell will hold 104.7 million shares of Luminar after it goes public, a roughly 35% stake that’s worth about $1.1 billion at the company’s current valuation, according to a proxy statement filed Monday.
The Stanford University dropout is also expected to hold about 83% of the voting power at the driverless-car startup following its combination with special purpose acquisition company Gores Metropoulos Inc. That will give him control over the election of board members and all other major decisions submitted to stockholders for approval.
Russell founded Luminar in 2012. The Orlando-based company makes light detection and ranging sensors, or lidar, that bounce lasers off objects to guide vehicles. The sensors are expensive, and Luminar has emerged from a crowded start-up field in part by bringing down the cost.
Luminar’s backers include Peter Thiel, who awarded a then-17-year-old Russell a fellowship to help start the firm, and GoPro Inc. founder Nick Woodman. The company has a partnership with a unit of Volvo Car AB, which says it will begin using Luminar’s technology to enable hands-free highway driving beginning in 2022.
Russell isn’t the only young entrepreneur to hit billionaire status through a special purpose acquisition company, or SPAC, merger this year. Thomas Healy, who was 28 when his Texas-based truck electrification startup Hyliion Inc. went public this month, also accomplished the feat.
Such deals have proliferated in recent weeks, with more than $52 billion raised by 136 blank-check firms that have gone public this year on U.S. exchanges. SPACs are now getting scrutiny from the U.S. Securities and Exchange Commission, which wants to ensure investors are receiving appropriate disclosures about insiders’ pay structures.
Luminar will be traded on the Nasdaq under the ticker LAZR after its combination with Gores Metropoulos, which is expected to be completed in the fourth quarter. The company didn’t immediately respond to an email requesting comment.
Serial Dealmaker And Master Of Payouts Shows Why SPACs Appeal
Few on Wall Street can do more with a blank check than Bill Foley.
At 75, he’s the poster child for one of the biggest financial plays of the moment: the special purpose acquisition company, or SPAC.
Las Vegas NHL Team Owner Bill Foley Announces General Manager
Over the past four decades the former U.S. Air Force captain has made a fortune buying, selling and splitting public companies to lucrative effect. Now Foley is again seeking to capitalize on the vehicles in what is shaping up to be a heady year for SPACs, also known as blank-check companies.
Skeptics warn Wall Street may be getting carried away. SPACs — essentially shell companies in search of real businesses seeking a short-cut to going public — are designed to enrich their founders. But investors who buy in don’t always fare well. Opaque disclosures can be one risk. Potential conflicts of interest another.
A Miami pension fund is suing Foley, claiming he operates a “veritable spider’s web” of inter-related corporate entities including SPACs. A representative for Foley described the complaint as “wholly without merit.”
Foley, for his part, is pressing ahead and sees plenty of potential target companies keen to engage.
“SPACs have changed from being kind of the place of last resort when you had a company you wanted to sell and take public to almost a first choice,” Foley said an interview. “Which is terrific.”
It certainly is for Foley, who recently raised two huge ones. Foley Trasimene Acquisition Corp. is looking for deals in financial technology or business process outsourcing armed with $1.03 billion from its May initial public offering. The company could make purchases in the $2.5 billion to $3.5 billion range, he said.
Foley Trasimene Acquisition Corp. II, which has $1.65 billion in committed capital, is hunting acquisitions in the same fields as well as information services, but with bigger sights. Foley said the SPAC is eyeing transactions in the $6 billion to $10 billion range.
A third SPAC, Foley-backed Trebia Acquisition Corp., raised $517.5 million in June.
Foley prides himself on having operating experience. Beginning with a title insurance business he bought in 1984, he’s led more than 100 acquisitions, dozens of sales and spinoffs and at least seven public offerings following what his biography describes as his “value creation playbook.”
What differentiates him from other SPACs, he said, is that any company that sells to him will get access to a host of seasoned financial managers. Foley said he has a team of six people working to find targets.
“My whole history and career has been around acquiring companies and fixing companies,” he said.
A zest for acquisitions and a talent for corporate maneuvering is an ideal resume for partaking in the SPAC craze. More than $52 billion has been raised by 136 blank-check firms that have gone public this year on U.S. exchanges. That’s about 50% more than the total raised in all previous years combined.
The potential upside for Foley as a founder is substantial. In exchange for fronting a portion of the SPAC’s setup costs, founders receive the right to get an equity stake in whatever company the SPAC merges with as an incentive to close a deal.
The stake is usually set at 20%, though it can be diluted in negotiations. In the case of Foley and his partners, they paid $9 million to $30 million for each SPAC, depending on its size.
It’s worked out well for Foley before. In 2016, he raised a $600 million SPAC with former Blackstone Group Inc. dealmaker Chinh Chu. The vehicle teamed with Blackstone to buy Des Moines, Iowa-based insurer Fidelity & Guaranty Life for $1.84 billion.
Foley’s investment of $26.8 million for founder shares and warrants gave him about a 6.5% equity stake, excluding warrants, according to the merged company’s offering documents.
The dealmaking didn’t end there. Two years later, FGL, whose shares had seldom advanced beyond the $10 listing price, decided to sell itself for $12.50 a share to Fidelity National Financial Inc., the title insurance company built up by Foley.
His net proceeds at the time the deal closed in June were about $138 million, according to Bloomberg calculations. Foley said he couldn’t recall the exact amount, but “it was lucrative, there’s no question about it.”
SPACs are a natural application of a dealmaking style that’s helped Foley amass a $1.4 billion fortune, according to the Bloomberg Billionaires Index. His empire of companies, representing $42 billion in combined market value, encompasses close to a dozen industries from restaurants to software.
Foley has even applied his playbook to investments in wine and hockey, two of his passions. He’s co-owner of the Vegas Golden Knights of the National Hockey League and his Foley Family Wines is among the largest vineyard owners in California’s Sonoma County. He is also majority owner of Whitefish Mountain ski resort in Montana.
While Foley has become wealthy through the equity stakes he’s accumulated, part of his fortune has come from bonuses received as a result of spinoffs and mergers. He was the fourth-highest paid U.S. executive in 2014, thanks to a $42.7 million payout that was mostly tied to organizing pieces of Fidelity National Financial’s business into a subsidiary.
A surfeit of SPACs heightens the risk of dealmaking with potential conflicts of interest, according to lawyers.
Sometimes dealmakers find themselves on both sides of a transaction, such as when SPAC manager Chamath Palihapitiya’s Social Capital III agreed this month to merge with Clover Health, an insurance startup in which Palihapitiya’s previous venture capital firm, Social Capital, was a small investor, according to PitchBook.
In other instances, SPAC founders can pocket additional fees from giving deal advice on their own deals.
Michael Klein’s boutique investment bank received a fee in the form of shares when his Churchill Capital III SPAC merged with MultiPlan Inc. Klein and the SPAC are now being sued by an investor for, among other things, failing to reveal conflicts of interest.
A representative for Klein declined to comment, as did one for Social Capital.
Conflicts could arise “in any kind of transaction where there are people with a substantial vested interest in the outcome,” said Alan Seem, a partner at Jones Day. That’s particularly true for SPACs. When sponsors identify a target to buy, they have an incentive to get the deal approved by the SPAC shareholders.
If it doesn’t go through, sponsors don’t get their equity payout and lose the money they put up to start the SPAC.
“That could lead to the sponsors overselling the merits of the deal to try to get it across the finish line,” Seem said.
Conflicts of interest have to be disclosed to investors and many SPACs state in listing documents that they’re allowed to pursue mergers with companies with which their management is already involved.
U.S. Securities and Exchange Commission Chairman Jay Clayton said last month the agency is examining how SPACs disclose the financial incentives for executives to ensure they’re clearly spelled out.
The somewhat circular nature of Foley’s first SPAC deal underscores the benefits of having a network to help execute a profitable deal. Not only was Foley a founding sponsor, he was also a major shareholder in Fidelity National Financial, which helped finance the SPAC deal and ultimately acquired the resulting business.
That deal sparked the Miami pension fund’s lawsuit against Foley and his fellow board members, accusing Foley of enriching himself by merging these companies without taking shareholders into account.
Fidelity National Financial said in a statement that the complaint is without merit and “a gross distortion of the company’s track record under its chairman and a highly talented, independent and experienced board of directors.”
Foley said the FGL deal was negotiated by two independent boards and had a Chinese wall. Foley said that while he’s hired people who used to work for him in other businesses, his companies “try to be very conscious of any kinds of conflict of interest.”
Still, his style of dealmaking has been used against him. Data provider CoreLogic Inc., is trying to fend off an unsolicited takeover and board fight from Foley’s Cannae Holdings and activist investor Senator Investment Group.
The company has used the notion of “The Foley Network” in its defense ahead of a shareholder vote next month, arguing the intermingling of his various business interests could create a conflict.
Cannae said in a statement that neither it nor Senator have “a single overlapping business with CoreLogic,” and that any overlapping director issues can be easily remedied.
Foley is weighing a fourth SPAC but says his investors will first want to see a positive outcome with the current three. He said he’s also wary of the proliferating number of entrants in the SPAC market, not all of which he considers high quality.
“Anytime you have a run on something, there’s going to be some fallout.”
SPACs Could Be a Bubble That Never Quite Pops
Though they benefit from speculative froth, blank-check companies aren’t only a good deal for their sponsors.
Sorry, haters: The SPAC could be here to stay.
What seems like today’s hottest path to a public listing comes with a lot of baggage. The basic premise of a Special Purpose Acquisition Company is that a sponsor raises money in a public offering with the expectation that it will identify a target company for a merger or an acquisition within a specified period of time.
As of the market close on Oct. 16, there have been 143 SPAC IPO transactions this year, according to SPACInsider, an online subscription database that tracks SPAC performance. There were 13 in all of 2016.
Many believe the meteoric rise in an asset class that basically involves handing over money in something of a blind-faith investment speaks more to the current frothy investing environment than the value proposition of a SPAC itself. With interest rates close to zero and expected to remain that way for the next few years, investors increasingly are swinging for the fences in the equity market.
And with both holding periods and attention spans getting shorter, the SPAC is the ultimate form of immediate gratification. It enables investors to play a new trend—sports betting or automated house flipping, for example—the second it catches fire in the market without waiting for a young company to first demonstrate a breakout year.
But it isn’t all about fools rushing in. A lesser-known feature of today’s SPACs is that investors can opt out, redeeming their shares plus interest around a shareholder vote on a proposed target. Investors in normal public companies inking a deal would love the ability to jump ship relatively unscathed before what could be a disastrous deal.
Not that this year has been a good one to bail out: The annualized rate of return across all SPACs in 2020 thus far is 35%, according to SPACInsider, significantly higher than the S&P 500’s 9% return year to date.
Companies like SPACs because they allow them to bypass a lengthy review process and a prolonged investor roadshow. Even better, they can solidify a valuation and an outcome before a deal is announced to the public market. That certainty will always be attractive for some companies, even in less turbulent times, says Carlos Alvarez, who leads SPAC-related banking at UBS.
Real-estate technology company Opendoor went public via a SPAC merger last month, citing speed to market and the ability to capitalize on healthy housing trends amid Covid-19 as deciding factors, according to a person familiar with the matter.
Shares of venture capitalist Chamath Palihapitiya’s Social Capital Hedosophia Holdings Corp. II are up more than 75% since the SPAC announced Opendoor as its target.
Of course SPACS are no free lunch. In a hot market, there is a significant opportunity cost of tying capital up for a lengthy period of time. And most SPAC sponsors are highly motivated to pull the trigger since they traditionally have been paid based on any deal they execute, not just a winning one.
Their rewards are far better when ordinary investors do well, too, of course—or at least see early stock-market gains. But investors have often done poorly when hanging on. Renaissance Capital says that as of late September only 31.1% of the 313 SPAC IPOs since 2015 had positive returns, sharply lagging traditional IPOs over that period. Their performance is often worse after a merger has closed.
Some of those risks are changing, though. Whereas SPAC investors used to have to vote against a deal in order to redeem their shares, the right to redeem shares is now independent of a shareholder vote, giving investors more freedom and enabling more deals to go through.
Moreover, sponsors such as hedge-fund manager Bill Ackman are moving away from guaranteed fees, opting for warrants exercisable based on performance. And top-tier banks such as Goldman Sachs now underwrite SPAC deals. SPACs also fill a vacuum: Thanks in part to the growth in private equity over the past several years, there are significantly fewer public companies today than 20 years ago.
SPACs are seeing a golden era that will fade as speculative appetite does, but they are unlikely to fade away entirely—they are too useful to everyone involved.
Supply-Chain Tech Firm E2open To Go Public In SPAC Deal
The software provider is capping an acquisition spree with a reverse-merger agreement, bypassing traditional IPO process.
Supply-chain software provider E2open LLC plans to go public through an agreement with a blank-check company, making it the latest in a stream of companies bypassing the traditional path to a Wall Street listing.
Austin, Texas-based E2open is set to merge with CC Neuberger Principal Holdings I, a special-purpose acquisition company, or SPAC, in a deal that would value the company at about $2.57 billion, the companies said Wednesday. The transaction is expected to close in the fourth quarter, with the company to be listed on the New York Stock Exchange under the symbol ETWO.
CC Neuberger is led by senior professionals of private-equity firm CC Capital Partners LLC and asset manager Neuberger Berman Group LLC, and completed its initial public offering in April.
E2open’s current majority investor, private-equity and venture-capital firm Insight Partners, whose legal name is Insight Venture Management LLC, took the cloud-based software company private in 2015 after buying it for $273 million. The company has since grown through a series of acquisitions, and its customers include Procter & Gamble Co. , Cisco Systems Inc. and Microsoft Corp.
E2open’s network-based technology funnels information from varied operations into a central platform and synchronizes the data “like a giant decoder ring” to make it “all usable by software applications,” Chief Executive Michael Farlekas said. “We orchestrate end-to-end supply chain for the world’s largest companies.”
The coronavirus pandemic has raised interest in such visibility, Mr. Farlekas said, as the push to make supply chains more resilient with strategies such as adding more suppliers in different locations has made sourcing and distribution operations more complicated.
The deal with CC Neuberger will give E2open access to capital as the company seeks to take advantage of increased interest in supply-chain software, Mr. Farlekas said.
E2open is going public through a process that has grown increasingly popular this year as a way of bypassing the traditional process for initial public offerings.
Such blank-check mergers have exploded since the coronavirus pandemic rattled traditional markets for initial public offerings. A SPAC turns the traditional IPO model on its head by going public as a shell business and raising cash for the sole purpose of acquiring a business. The acquired firm then takes over the spot on the exchange once the deal is complete.
Companies that have turned to the strategy include electric-car maker Fisker Inc. and sports fantasy and betting platform DraftKings Inc. Electric-truck business Nikola Corp. went public in June through a merger with VectoIQ Acquisition Corp.
E2open is going public after a buying spree that extended its core supply-chain management technology to include transportation and trade technology. The acquisitions included container shipping booking platform Inttra in 2018 and the $425 million purchase of trade management software company Amber Road, then a publicly traded company, in 2019.
Blank-Check Company Deals Driven by Speculation, Chanos Says
The surge in blank-check company deals is a sign of unfettered speculation and investors may see lackluster returns from these offerings, legendary short-seller Jim Chanos said.
“We are going to blow through the records of 1999 and 2000 in terms of new issuance,” Chanos said at Grant’s Interest Rate Observer’s fall conference on Tuesday. “We are now seeing speculation in all its glory come back.”
Chanos, the founder of hedge fund Kynikos Associates Ltd., said “academic work has showed us that the return of special purpose acquisition companies is not only bad relative to the stock market, it’s even worse than initial public offerings. That hasn’t stopped people from getting excited and throwing money.”
More than $52 billion has been raised by 136 blank-check firms that have gone public this year on U.S. exchanges. That’s about 50% more than the total raised in all previous years combined.
Chanos was also critical of companies that, he says, are increasingly defining themselves not by revenue or earnings, but by the total addressable market they can win.
The idea is “how big is what you’re chasing, forgetting for a second that everybody else is chasing those same markets,” Chanos said at the event, which took place online and in-person at the Jacob K. Javits Center in New York City.
An example is Netflix Inc., which has said their total market “is all the people on the planet,” said Chanos, who has shorted the stock in the past. Shares of the streaming service are up 62% since Jan. 1.
Chanos ended the talk by saying he would “go long any of the space companies that have gone public because we know that space is infinite. There’s no price too high to pay.”
His remarks sent shares of Virgin Galactic Holdings Inc. up 7% before paring gains after Chanos said he was just joking.
Outgoing UBS Chief Sergio Ermotti Joins In Blank-Check Boom
The booming club of special purpose acquisition companies just recruited a new, prominent member.
Sergio Ermotti, the outgoing chief executive officer of UBS Group AG, has agreed to serve as chairman of Investindustrial Acquisition Corp., a blank-check company, according to a revised prospectus filed Tuesday. Investindustrial filed with the U.S. Securities and Exchange Commission to raise $350 million in a New York Stock Exchange listing.
Ermotti, who led the Swiss bank since 2011, will start serving as chairman of the SPAC on Jan. 1, the prospectus shows. His tenure at UBS is scheduled to end next month when Ralph Hamers takes over.
Prominent investors, buyout shops, politicians and celebrities have joined the SPAC game this year resulting in bigger IPOs and acquisitions. Michael Klein, formerly a top rainmaker at Citigroup Inc., is pursuing his fifth blank-check company while billionaire investor Bill Ackman scored the biggest ever SPAC listing in July with a $4 billion offering.
Investindustrial plans to focus on finding targets in consumer, health-care, industrial and technology sectors that have an enterprise value of $1 billion to $5 billion, the filing shows.
The company’s directors include Michael Karangelen, a former managing director at TowerBrook Capital Partners, Harvard Business School professor Dante Roscini and Tensie Whelan, director of the New York University Stern School of Business’s Center for Sustainable Business.
Deutsche Bank AG and Goldman Sachs Group Inc. are advising Investindustrial on the listing. The company plans to list its units, consisting of one Class A share and one-third of a warrant, under the symbol IIAC.U.
Muddy Waters Takes On Michael Klein, And SPACs
The ex-Citi rainmaker’s influential circle of investors and advisors can’t be happy about the short seller’s attack on MultiPlan.
Carson Block of Muddy Waters Capital LLC made his name as a short seller targeting obscure Chinese companies. His latest critical report locks horns with some of the cream of the U.S. financial and business establishment, while taking aim at their beloved new fad: the special purpose acquisition company, or SPAC.
This is shaping up to be quite the fight.
Block launched a short attack this week on MultiPlan Corp. The U.S. health-insurance data analytics company went public last month after merging with Churchill Capital Corp. III, one of former Citigroup rainmaker Michael Klein’s four listed SPACs.
It’s not clear whether Block will win the argument that MultiPlan’s shares and debt are significantly overvalued. His assertion that SPAC sponsors extract excessive fees is worth a hearing, though.
The Churchill deal valued MultiPlan at $11 billion, including its borrowings, and was one of the largest ever involving a SPAC. MultiPlan’s previous owner, private equity firm Hellman & Friedman, has kept a big stake in the business. H&F was just the latest in a string of private equity firms to own the company.
Block contends that MultiPlan’s business has been in decline for several years and could be about to lose its biggest health-insurer client, UnitedHealth Group Inc., which accounts for 35% of its revenues. UnitedHealth is developing a similar analytics tool in-house.
“In the great present-day money grab known as SPAC promotion, egregious mistakes will be made,” Block wrote in his typical take-no-prisoners style. “A business model that incentivizes promoters to do something — anything — with other people’s money is bound to lead to significant value destruction on occasion.”
MultiPlan delivered a long rebuttal of Block’s claims on a Thursday investor call, arguing that its UnitedHealth relationship is expanding and that the latter’s Naviguard health-care analytics product is no substitute for MultiPlan’s. It also denied using creative accounting to conceal deteriorating performance. Its shares didn’t recover, however, extending their decline this week to 28%.
SPACs have raised about $60 billion in North America this year but investors have become more circumspect lately about companies that go public this way. The IPOX SPAC index, a benchmark for this type of equity finance, has declined 12% since a September peak.
I’ve written before about how the pressure for SPACs to deploy investors’ money, plus the competition among SPACs to strike deals, could lead to poor returns. Coming soon after the short-seller takedown of another SPAC-backed company, hydrogen truck group Nikola Corp., it’s no wonder MultiPlan investors have been unsettled.
In fairness, MultiPlan is (unlike Nikola) a long-established business, with almost $1 billion in annual revenue — although its sales have declined since 2017.
Klein has raised more than $4 billion from investors for his various SPACs, putting him in the upper echelons of SPAC sponsors. Tech billionaire Michael Dell and Saudi Arabia’s wealth fund have invested in the MultiPlan transaction, according to the prospectus, while Laurene Powell Jobs, the widow of Apple Inc. founder Steve Jobs, is a partner of the Churchill sponsor via her venture capital and philanthropic organization, Emerson Collective.
Klein is in the process of raising a fifth SPAC and has formed a high-caliber brain trust, called Archimedes Advisors, to consult with and help source deal opportunities. Among these advisors are Jony Ive, Apple’s ex-chief designer, and Alan Mulally, former chief executive officer of Ford Motor Co. They both have a financial interest in the success of the SPACs, according to a disclosure.
Those involved in Klein’s first SPAC, which acquired scientific-data company Clarivate Analytics in 2019, have almost trebled their money (not including any return from share warrants). In contrast, MultiPlan’s shares are now more than 35% below the price at which Klein’s third SPAC purchased them.
It would be surprising if Klein had failed to do sufficient diligence on MultiPlan, as Block alleges, because he’s known the company for years. Klein advised Warren Buffett’s Berkshire Hathaway on a potential bid for MultiPlan several years back, he told investors recently (Buffett didn’t bite).
This time around, Klein’s former employer Citi helped advise on the MultiPlan deal, along with Klein’s own boutique investment firm, M. Klein & Company. His advisory firm was paid about $30 million for advising on the transaction, about half of which was paid in MultiPlan stock (and is subject to vesting conditions) and another $8 million was donated to charity, according to the prospectus.
The SPAC sponsors — Klein’s firm, various financial partners and the brain trust — received 27.5 million MultiPlan shares, worth $172 million at current prices, effectively for free. Their total holdings could almost double if warrants to purchase further stock become exercisable.
At least Klein is subject to a performance hurdle on his one-third portion of the founder shares, as well as a chunk of the share warrants. They’ll only vest if the stock rises above $12.50 for 40 trading days during the next four years. Currently the stock is at about half that level, so he’s got work to do. The sponsor shares are also locked up until 2022.
At this stage, MultiPlan’s stock-market performance is probably more of a worry than the investors’ potential rewards. A comprehensive rebuttal to Block from Klein, who’s a MultiPlan director but didn’t take part in the investor call, would be a good place to start making amends to his powerful friends.
Klein told an investor call he’d spoken to executives representing 65% of Multiplan’s revenue base who told him Multiplan was critical to their operations.
Luminar Technologies More Than Doubles Post SPAC Merger
Peter Thiel-backed Luminar Technologies Inc. briefly touched an all-time high within days of emerging as a standalone company as investor excitement over developers of laser-sensors that enable autonomous driving (lidar) ramped up.
Shares of Luminar more than doubled since it completed its reverse merger with special purpose acquisition company Gores Metropoulos last week, trading above $38 Monday afternoon. Luminar warrants also hit a high, rising more than 200% over the same time, to more than $15.
Velodyne Lidar jumped 16.5% Monday on mre than 2.5x average daily, three-month volume.
Meanwhile, SPACs are bringing more lidar plays to market. Bruce Linton’s SPAC Collective Growth Corp. is said to be in talks with Innoviz, as Bloomberg first reported last week. And InterPrivate Acquisition Corp. tapped Mountain View, California-based lidar company Aeva in early November. Both SPACs also gained on Monday.
Lidar Startup Innoviz To Go Public In $1.4 Billion SPAC Deal
Innoviz Technologies Ltd., an Israeli lidar startup backed by two of the world’s largest automotive suppliers, is going public in a $1.4 billion reverse merger with Collective Growth Corp.
The SPAC provided $150 million in cash and raised $200 million from investors in the deal that gives the combined company a $1.4 billion equity value. They expect the transaction to close in the first quarter of next year.
Merging with a SPAC — shorthand for special purpose acquisition company — has become an increasingly popular method for closely held businesses to raise capital for growth. Innoviz is the fourth lidar-focused firm to go public through a blank-check company this year.
Lidar, laser-based sensors that allow a vehicle to “see” its surroundings, are among the most expensive components of autonomous cars and are key to enabling more advanced self-driving features. With the promise of fully autonomous robotaxis still years away, lidar companies are targeting more-limited features in passenger cars and products including industrial robots and consumer devices.
“The industry will take more time, and now that we have this funding, this gives us the reassurance that we can complete what we started,” Innoviz Chief Executive Officer Omer Keilaf said by phone.
The company counts global auto suppliers Magna International Inc. and Aptiv Plc as investors and will provide lidar for BMW AG’s iX sport-utility vehicle due in 2021. BMW will gradually introduce so-called Level 3 autonomy in the SUV, meaning drivers will be able to take their hands off the wheel and eyes off the road in limited circumstances. Keilaf declined to comment on any other supplier agreements.
Luminar Technologies Inc., another lidar company, recently went public through a merger with Gores Metropoulos Inc., turning its 25-year-old founder into one of the world’s youngest billionaires. Velodyne Lidar Inc. went public via reverse merger with Graf Industrial Corp. this summer, and Aeva last month agreed to merge with InterPrivate Acquisition Corp.
Collective Growth, the Austin, Texas-based special purpose acquisition company merging with Innoviz, is led by Chief Executive Officer Bruce Linton, who is known for co-founding Canopy Growth Corp., a cannabis producer. Collective Growth raised $150 million in April and said at the time it would focus on target businesses in any industry or geography.
Engie’s EVBox To Go Public In $1.4 Billion SPAC Deal
TPG Pace Beneficial Finance Corp., a special purpose acquisition company, agreed to acquire EV Charged BV, a unit of French utility Engie SA that specializes in electric-vehicle charging technology.
The deal will create a combined entity, EVBox Group, with a valuation of about $1.4 billion, the companies said Thursday. It will give EV Charged, which does business as EVBox, an implied enterprise value of $969 million. Engie, which acquired EVBox in 2017, will retain a stake of more than 40%.
Founded in 2010, Amsterdam-based EVBox makes hardware and software, and operates a network of more than 190,000 charge ports in 70 countries. The transaction with Fort Worth, Texas-based TPG Pace is set to provide the company with the means to broaden its technology offerings and expand globally. TPG Pace surged 160% in premarket trading Friday.
“We’ve built out a dominant pan-European position and are convinced that joining forces with a strong American shareholder will help us accelerate our growth in North America,” Kristof Vereenooghe, president and chief executive officer of EVBox, said in an interview.
EVBox has developed products approved for utility rebate programs in U.S. states including California and New York, Vereenooghe said. In February, the company announced it had leased a production facility in Libertyville, Illinois.
“We’re expecting explosive growth in electric vehicles and are excited about the impact EVBox can have in reducing carbon emissions,” said Karl Peterson, a TPG senior partner who oversees TPG Pace Group, the private equity firm’s SPAC effort.
The combined entity is expected to have about $425 million in cash on hand, in part from a $225 million private investment in public equity, or PIPE, raised from investors including Wellington Management, funds managed by BlackRock Inc. and Neuberger Berman, as well as Inclusive Capital Partners.
TPG Pace raised $350 million in an October initial public offering, with a goal of acquiring a target with strong environmental, social and governance practices.
Other companies that make or provide technology for electric vehicles have turned to SPACs for fresh capital. ChargePoint, Fisker Inc., Nikola Corp., Arrival and Velodyne Lidar Inc. are among those that have struck deals to go public through blank-check firms.
College Dropout Makes Market Debut With Tiny Tech SPAC
Andrew Wilkinson didn’t even know what a family office was until people started using it in reference to Tiny Capital, his tech-focused holding group.
A college dropout from Vancouver, British Columbia, Wilkinson, 34, wasn’t steeped in the ways of the ultra-wealthy when he started Tiny five years ago. The self-taught web designer founded an agency soon after high school that grew rapidly building interfaces for Silicon Valley clients such as Pinterest Inc.
“I was operating at very high margins and my bank balance kept getting bigger,” Wilkinson said. “I didn’t really know what to do with the money and all I knew how to do was start businesses.”
So that’s what he did, concentrating initially on software that serviced the budding online retail industry. Today his empire comprises 30 companies with a combined value he estimates at C$600 million ($471 million) to C$1 billion.
Though he said his general strategy is to hold the businesses for the long term, the ease of listing through a special-purpose acquisition company, or SPAC — what he calls “the least painful way to go public” — proved too tempting.
On Monday, his company WeCommerce Holdings Ltd., which creates and invests in companies servicing Shopify Inc.’s retail platform, will list its stock on the TSX Venture Exchange. It’ll be done through a reverse takeover of Brachium Capital Corp. after closing a private placement offering for C$60 million, co-led by Canaccord Genuity Corp. and TD Securities Inc.
Bill Ackman, who Wilkinson met when he won a charity lunch auction with the billionaire, is an investor in WeCommerce alongside a Tiny-owned entity that’s 80% owned by Wilkinson with his partner, Chris Sparling, holding the balance, according to filings. Tiny makes up virtually all of Wilkinson’s net worth aside from some real estate and stocks, he said.
While the pair founded WeCommerce, the majority of Tiny’s businesses, including design talent platform Dribble and Girlboss Media Inc., were acquired. Wilkinson envisions the firm as a kind of Berkshire Hathaway Inc. of small tech companies.
He became a disciple of Berkshire’s Warren Buffett after experiencing burnout trying to run five businesses simultaneously in 2014.
“It just kind of blew my mind that you could have someone who’s one of the wealthiest people in the world and all he does is hire CEOs, incentivize them and let them do their thing,” Wilkinson said.
Like Buffett, he strives to complete deals quickly, in under 30 days. He promises founders long-term, hands-off ownership by a like-minded entrepreneur. He and Sparling had been courted by private equity in the past and loathed the process.
“They were always these Wall Street” MBAs that we didn’t relate to, he said. “They looked at our business like a spreadsheet.”
To be sure, Tiny isn’t all that dissimilar from private equity. The firm is intent on owning profitable businesses, with earnings being the ultimate engine of future acquisitions.
And a large part of Wilkinson’s role is installing CEOs who he says he leaves alone to manage the company how they see fit. The key difference is Tiny isn’t looking to exit within a short time span and their growth demands are lower.
This year’s frothy tech valuations have made acquisitions harder, he said. Tiny looks at 50 to 100 companies a month and on average buys three to five a year.
They often compete with venture capital and private equity firms where their edge is their founder-friendly, buy-and-hold ethos and all-cash offers. And generally valuations are more straightforward in the relatively vanilla area of tech they focus on.
“I always joke we’re like the auto dealerships and dry cleaners of the internet,” Wilkinson said. “They’re not doing some crazy futuristic stuff. They’re just helping people connect.”
Thiel-Backed Bridgetown SPAC Weighs Up To $10 Billion Tokopedia Deal
Bridgetown Holdings Ltd., the blank-check company backed by billionaires Richard Li and Peter Thiel, is considering a potential merger with Indonesia’s e-commerce giant PT Tokopedia, according to people with knowledge of the matter.
The special purpose acquisition company is exploring the structure and feasibility of a deal with Tokopedia, one of the most valuable startups in the southeast Asian nation, the people said. The SoftBank Group Corp.-backed firm could be valued at $8 billion to $10 billion in a transaction, said the people, who asked not to be identified as the discussions are private.
Deliberations are at a preliminary stage and Bridgetown could still look at other potential targets, the people said. Hong Kong tycoon Li, whose investment firm Pacific Century Group also owns companies including insurer FWD Group Ltd., is already a minority investor in Tokopedia, the people said. Representatives for Bridgetown and Tokopedia declined to comment.
Bridgetown surged 30% in premarket trading on Tuesday.
Bridgetown raised $550 million in a U.S. initial public offering in October, following other so-called blank-check companies such as those associated with billionaire investor Bill Ackman and former U.S. House Speaker Paul Ryan.
Merging with a SPAC has become an increasingly popular method for closely held businesses to raise capital for growth. A potential merger with Tokopedia would also be in-line with the strategy that Bridgetown set out in its prospectus: to focus on a target in the technology, financial services or media sectors in Southeast Asia.
Tokopedia became Indonesia’s second most valuable startup, just behind ride-hailing and delivery giant Gojek, by scoring early backing from SoftBank and Alibaba Group Holding Ltd. Alphabet Inc.’s Google and Temasek Holdings Pte invested about $350 million in Tokopedia, people familiar with the matter have said.
E-commerce platforms including Tokopedia, Alibaba’s Lazada Group and Shopee — a unit of Singapore-based Sea Ltd. — have been some of the beneficiaries of coronavirus-driven lockdowns this year as they moved quickly to serve the millions of people forced to make their first online purchases while staying home.
Owl Rock, Dyal Strike Deal To Combine And Go Public
Agreement through special-purpose acquisition company would value combined entity, Blue Owl, at $12.5 billion.
Owl Rock Capital Partners LP and Dyal Capital Partners agreed to merge in a complicated deal that would take them public through a blank-check company.
The new company, to be named Blue Owl, would combine one of the biggest owners of private-equity firm stakes with Owl Rock, a rapidly growing credit investor. It would be valued at about $12.5 billion.
The Wall Street Journal reported earlier this month that the firms were discussing such a deal.
The firms plan to go public through a merger with Altimar Acquisition Corp. , a special-purpose acquisition company sponsored by an affiliate of HPS Investment Partners LLC. The deal also includes additional funds of about $1.5 billion from institutional investors.
Blue Owl would be led by Owl Rock co-founder Doug Ostrover as chief executive.
SPAC mergers have exploded in popularity recently as an alternative to traditional initial public offerings. This deal, assuming shareholders approve it, would be one of the largest such transactions. It is the second-largest SPAC transaction announced in the U.S. this year, eclipsed only by a deal to take mortgage originator United Wholesale Mortgage public at a valuation of roughly $16 billion.
The deal is also one of a few instances of two companies merging with each other and a SPAC simultaneously. Sports-betting operator DraftKings Inc. merged with a gambling-technology provider as part of a deal that took it public through a SPAC earlier this year.
Dyal was founded in 2011 by Lehman Brothers veterans Michael Rees and Sean Ward and is the largest owner of minority stakes in private-equity firms, credit shops and hedge funds. It already owns stakes in both Owl Rock and HPS.
For its entire existence, Dyal has been a unit of Neuberger Berman Group LLC, the big, privately held investment firm. Neuberger would retain a stake in Blue Owl and hold a board seat.
Owl Rock was founded in 2016 by Mr. Ostrover, who co-founded GSO Capital Partners and later sold it to Blackstone Group ; former KKR & Co. partner Marc Lipschultz ; and former Goldman Sachs Group Inc. banker Craig Packer. It has shot up to $23.7 billion in assets, managed primarily through business-development companies.
The firm focuses on a fast-growing area known as direct lending, in which nonbanks make loans to midsize companies, many of them backed by private equity, and hold them on their books. Such lenders have been on the rise since the aftermath of the 2008-09 financial crisis, when banks shed many of their riskier businesses.
Perella Weinberg Partners LP, Goldman Sachs & Co. LLC and BofA Securities Inc. are financial advisers to Owl Rock. Ardea Partners LP is financial adviser to Neuberger Berman and Dyal; Evercore Group LLC is financial adviser to Dyal; and J.P. Morgan Securities LLC is financial adviser to Altimar. Citigroup and UBS are also advising Neuberger Berman.
Perella Weinberg Inks Deal With Betsy Cohen’s SPAC
Perella Weinberg Partners is finally going public.
The boutique investment bank, the subject of IPO speculation ever since its founding in 2006, agreed to combine with a blank-check company sponsored by finance entrepreneur Betsy Cohen. The deal with FinTech Acquisition Corp. IV, Cohen’s special purpose acquisition company, values the combined firm at about $975 million, according to a statement Wednesday.
“Coming out of Covid, we feel that we are entering a new, long-term period of expanded demand for expert, independent advice,” Cohen said on a conference call with analysts and investors. “In our view, PWP represents the most compelling investment opportunity to capitalize on this growth opportunity.”
Cohen’s SPAC emerged as the likely acquirer soon after Bloomberg reported in November that Perella Weinberg was in talks with blank-check suitors. The bank delayed an initial public offering last year after filing confidentially, people familiar with the matter said at the time. It had already taken steps to prepare for the IPO by naming Peter Weinberg chief executive officer and spinning off asset-management units.
Ever since Wall Street veterans Weinberg and Joe Perella founded the firm, investment bankers have speculated on when it might pursue an IPO to raise money for itself and owners. Its market debut is meant to open a fresh phase of growth, a move long anticipated by the industry. The firm has been elevating team members, expanding internationally and separating asset management to focus on dealmaking.
FinTech IV will fund the purchase with its $230 million of cash and raise an additional $125 million through a private placement, according to the statement. Perella Weinberg expects to have no debt when the transaction is completed, with access to additional liquidity under an untapped revolving credit facility.
“We are experiencing elevated demand for capital-raising and liability-management services,” Andrew Bednar, co-president of Perella Weinberg, said on the conference call. “At the same time, we are seeing a resurgence in M&A activity. We believe that dynamic will persist for the next few years as the high level of debt issuance earlier in 2020 sets up an extremely active refinancing calendar over the next several years.”
Perella Weinberg had $533 million in revenue last year, according to a presentation Wednesday. That compares with $718 million at PJT Partners Inc. and $747 million at Moelis & Co., both younger rivals. For 2020, Perella Weinberg estimated revenue of $485 million, a 9% decline from last year.
Blank-check companies are abounding, with almost 250 listing in the U.S. this year and raising roughly $80 billion for potential acquisitions, according to data compiled by Bloomberg. Many are chasing closely held firms reluctant to go public on their own in turbulent times.
Cohen, who founded Jefferson Bank and Bancorp Inc., a provider of technology solutions to non-bank financial companies, has been involved with several blank-check firms, all focused on targets in the fintech and tech sectors.
Shares of FinTech IV rose 5.1% to $11.40 at 12:11 p.m. in New York, paring an earlier gain of as much as 15%.
Investors including Fidelity Management & Research Co., Wellington Management and Korea Investment & Securities have agreed to buy stock in a private placement to support the Perella Weinberg deal. Net proceeds from the transaction will first go toward repaying debt, while as much as $110 million will be used to redeem a portion of ownership interests tendered by some Perella Weinberg holders, according to the statement.
Working partners and employees of the advisory firm are expected to hold about 50% of the company after the deal is completed, slated for the first half of 2021, after approval from FinTech IV stockholders and regulators.
Both of Perella Weinberg’s founders have long histories in finance. Weinberg was once CEO of Goldman Sachs Group Inc.’s European business, and worked at Morgan Stanley earlier in his career. His family had run Goldman for the better part of its existence, starting with his grandfather Sidney Weinberg beginning as a janitor in the early 1900s and rising to become the head of the firm.
Perella, who had previously founded investment bank Wasserstein Perella, was a top dealmaker at Morgan Stanley before striking out in what he once called a “protest resignation” against that firm’s CEO and strategy. He took a number of his proteges over to found Perella Weinberg Partners, while also recruiting top bankers from rival Goldman.
Goldman, JPMorgan Chase & Co. and Financial Technology Partners served as financial advisers to FinTech IV, while Keefe Bruyette & Woods served as buy-side adviser. Cantor Fitzgerald & Co., JMP Group LLC and Wells Fargo & Co. acted as capital-markets advisers to the SPAC, while Goldman and JPMorgan were private-placement agents.
Startups Going Public Via SPACs Face Fewer Limits On Promoting Stock
Companies can dazzle investors by appearing on YouTube and other media outlets in ways those doing traditional IPOs can’t.
In the run-up to an initial public offering, startups typically hunker down in a quiet period, keeping their executives out of the media to avoid running afoul of regulatory requirements.
For numerous executives that took their startups public in 2020 by merging with a special-purpose acquisition company, or SPAC, there was a different, perfectly legal approach: lengthy interviews with obscure YouTube channels frequented by individual traders, appearances on cable news, and projections that call for billions in revenue.
Publicity and forecasts of rapid growth have become routine aspects of the booming IPO alternative of going public through SPACs. The use of what are called blank-check companies, which go public with no assets and then merge with private companies, surged in 2020, raising a record $82.1 billion in 2020, up from $13.5 billion in 2019, according to Dealogic.
Startups that went public through SPACs, including many nascent companies with no revenue, have said they were attracted to the relative speed and certainty of the process, which can be completed months faster than some IPOs.
But as the tool gains favor, there are concerns about the regulatory differences between the two modes of going public. The prospect of wooing retail traders through media and inherently speculative projections brings heightened risk to stock-market investors, according to some venture capitalists and corporate-governance experts.
Because many of the companies are so young, the forecasts make them seem very attractive, said David Cowan, a partner at venture-capital firm Bessemer Venture Partners, who said he has short positions in several SPACs—meaning he is betting the stocks will fall from current levels. “These forward projections are a loophole to the guardrails the SEC has put in place to protect investors,” he said.
The Securities and Exchange Commission requires company executives to stay in a quiet period during the weeks around a public listing. Regulators don’t want companies to be marketing their stock to unsophisticated investors outside of a regimented process.
Similarly, companies generally don’t include projections in IPO documents because of regulations that put them at high risk for litigation if they miss those plans. Startups that go public through SPACs face fewer constraints because the deals are considered mergers.
The SEC didn’t respond to requests for comment. Outgoing SEC Chairman Jay Clayton told CNBC in September that he was focused on ensuring that SPACs offered the “same rigorous disclosure” as IPOs.
Many of the companies going public through SPACs say they were drawn to the process by the readily available funding—not the regulatory differences.
For Fisker Inc., FSR -4.62% an electric-vehicle startup that in July announced a deal to go public by merging with a SPAC, “the driving factor was the ability to raise money,” a company spokesman said. The differences in communication regulations didn’t affect the startup’s decision, he said.
Fisker has ambitious plans but little in terms of product or revenue today to show investors. While it had about 50 employees last spring, it disclosed projections to investors that called for it to hit $13 billion in revenue in 2025, up from zero in 2020.
The founder, Henrik Fisker, went on cable television repeatedly and remained prolific on social media. After the deal’s announcement—but before the merger was completed in late October—Mr. Fisker wrote on Twitter about how the company was sold out of reservations for the SUV it plans to build in 2022, and hinted about coming news before a deal with a manufacturer was announced.
The Fisker spokesman said that Mr. Fisker wasn’t marketing to individual investors and that his interviews were included in regulatory filings to investors.
SPAC sponsors, too, have taken to the airwaves to promote their companies. Venture-capital investor Chamath Palihapitiya appeared on CNBC in September, unveiling a merger between his SPAC and real-estate company Opendoor, in which he cited the company’s expected revenue growth, among other factors.
“These guys will do almost $10 billion of revenue” in 2023, he said, more than double the company’s revenue last year.
The stock of his SPAC rose 35% the day the merger was announced. Mr. Palihapitiya and Opendoor declined to comment.
Many startup chief executive officers going public through SPACs have appealed to more-tailored venues.
After hydrogen electric-truck startup Nikola Corp. NKLA -4.51% said it was going public through a SPAC merger in March, founder Trevor Milton conducted many interviews with hosts of podcasts and YouTube channels frequented by small investors.
He talked about the billions of dollars in future revenue the company expected and rejected criticism from people who said Nikola’s expected valuation was too high.
Jason MacDonald runs the YouTube finance channel JMac Investing, which he says attracts a crowd of individual investors interested in SPACs. It had just a few thousand viewers this summer, but he got an interview with Mr. Milton in May, in which the Nikola founder talked about the company’s high valuation, saying, “The business model is there, the profitability is there.”
Mr. MacDonald’s viewers have grown—he has more than 26,000 followers—and he has interviewed another CEO going public through a SPAC. He hopes for others.
“Every halfway-interesting SPAC, I’m reaching out to these companies,” Mr. MacDonald said. He said he is offering companies the chance to keep stoking interest with individual investors. “It’s going to be an interview, but it’s not hard-hitting,” he said.
The public communications have helped bring some nontraditional investors into the frenzy.
Lukas Brown, a 19-year-old student studying business in southwestern Norway, said he invested in the SPAC that merged with Nikola last spring after he saw a tweet by Mr. Milton discussing Nikola’s plans to go public.
“For me, it’s honestly pure speculation,” he said.
He said he more than tripled his initial investment before selling his shares this summer. In hindsight, he said he should have been more concerned about Mr. Milton’s frequent tweets about the stock price, which “should have been a danger sign.”
Nikola’s stock peaked in June at around $80 a share; it closed the year at $15.26. Mr. Milton resigned in September after a short seller accused the company of misrepresenting its technology. He and Nikola have denied allegations of fraud.
The Justice Department has joined U.S. securities regulators in examining allegations that Nikola misled investors by making exaggerated claims about its technology.
Nikola and a representative of Mr. Milton each declined to comment for this article.
Faraday Future Is Said In Talks to Go Public Via SPAC Merger
Faraday & Future Inc., an electric-vehicle startup, is in talks to go public through a merger with Property Solutions Acquisition Corp., a blank-check firm, according to people with knowledge with the matter.
The special purpose acquisition company is seeking to raise more than $400 million in equity to support the transaction, which is slated to value the combined entity at around $3 billion, the people said. As with all deals that haven’t been finalized, it’s possible that terms change or talks fall apart.
A Faraday spokesman didn’t respond to multiple requests for comment. A Property Solutions representative declined to comment.
Los Angeles-based Faraday, led by Chief Executive Officer Carsten Breitfeld, was founded by Jia Yueting, an entrepreneur who in October 2019 filed for bankruptcy in the U.S. after running up billions of dollars in personal debt trying to build a business empire in China. The company this week appointed Zvi Glasman, the former chief financial officer of Fox Factory Holdings, as its CFO.
The company has said its flagship vehicle, known as FF 91, will be available for sale about a year after the close of a successful round of funding.
Property Solutions, led by Chairman and co-CEO Jordan Vogel, raised $230 million in a July 2020 initial public offering. The company, which has the ability to pursue a combination in any industry, said at inception that it intended to target firms that service the real estate industry, including property technology.
Electric-vehicle companies including Nikola Corp. and Fisker Inc. have gone public in recent years by merging with blank-check firms.
2020 SPAC Boom Lifted Wall Street’s Biggest Banks
Underwriters earn fees helping create blank-check companies whose backers include celebrities and hedge funds.
Big banks earned billions of dollars in fees setting up so-called blank-check companies in 2020, highlighting how booming capital markets are helping Wall Street weather the coronavirus.
U.S.-listed special-purpose acquisition companies, or SPACs, raised $82 billion in 2020, a more-than-sixfold increase from the year before and a figure greater than all of the money previously raised, according to Dealogic. They even attracted a star-studded group of backers, ranging from basketball legend Shaquille O’Neal to former House of Representatives Speaker Paul Ryan.
As celebrities and well-known institutions entered the sector, the biggest banks also increased their activity. Two— Credit Suisse Group AG and Citigroup Inc. —together accounted for nearly 30% of the underwriting, followed by Goldman Sachs Group Inc.
A SPAC is a public firm that uses the money raised from an initial public offering to merge with another company, typically within a few years. That target company then gets the SPAC’s position on a stock exchange, allowing it to tap public markets. The pandemic has sparked a record run, with hot startups in areas such as electric vehicles and cannabis seeking to capitalize on investors’ burgeoning enthusiasm.
Banks find buyers for a company’s shares and backstop the stock price. In return, they typically get a fee of 2% of the money raised in the initial listing, then another 3.5% when the company completes its deal with the target. While those fees can be lower than the money that banks raise in traditional IPOs, Wall Street firms also can earn extra fees by advising a company on its SPAC deal or raising more money for the purchase.
The whole process can result in a windfall, explaining in part why the biggest firms on Wall Street are muscling into an area previously dominated by a small group of players, analysts said. Morgan Stanley, JPMorgan Chase & Co. and Bank of America Corp. rose into the top 10 underwriters last year. Meanwhile, larger firms Credit Suisse, Citigroup and Goldman wrested the lead in SPAC underwriting from Cantor Fitzgerald & Co., which topped Wall Street in the category the previous two years and fell to fourth in 2020.
The spree was part of a broader capital-markets bonanza, through which companies issued huge amounts of equity and debt to make it through the pandemic.
The rising underwriting fees have coupled with higher trading revenue to help keep big banks profitable, even as they set aside billions of dollars to cover future loan losses caused by the economic slowdown. Some analysts expect SPACs to keep contributing to that trend moving forward, driven by near-zero interest rates and recent gains in companies that went public through SPACs, including DraftKings Inc. and Virgin Galactic Holdings Inc.
“This has really been a very helpful shot in the arm for Wall Street,” said Michael Goldberg, head of U.S. equity capital markets at RBC Capital Markets, a unit of Royal Bank of Canada.
Executives at Goldman and Citigroup cited rising underwriting activity as a boost for their investment-banking businesses on their most recent earnings calls in October. Investors will get a look at how underwriting affected fourth-quarter profits when the largest lenders begin reporting results next week.
Ultralow interest rates make SPACs more appealing to investors by reducing the returns they can expect from safe assets like government bonds, pushing them toward alternatives. Investors also are drawn to SPACs because they have the option to redeem their shares, plus interest, before a deal goes through. And blank-check companies make it easier for startups to tout their long-term growth projections, due to regulatory differences between SPACs and traditional IPOs.
The surge in SPAC issuance highlights a reputational shift after these firms were associated with penny-stock frauds and dismal returns in the past. Their share of capital raised through all IPOs doubled last year to nearly 50%.
“If you’re an investment bank, you can’t ignore that,” said Doug Adams, global co-head of equity capital markets at Citigroup.
Citigroup, UBS Group AG and Jefferies Financial Group Inc. were the lead underwriters for hedge-fund billionaire William Ackman’s Pershing Square Tontine Holdings Ltd., which raised $4 billion last July in the largest blank-check IPO to date. Other underwriters included banks either owned or run by minorities, women or veterans.
Citigroup also has led SPACs run by a former banker at the company, Michael Klein. Mr. Klein’s Churchill Capital Corp. has created several SPACs, and his Churchill Capital Corp. III merged with health-care company MultiPlan Inc. in an $11 billion deal last summer. MultiPlan shares have tumbled after short seller Muddy Waters Capital LLC in November said the company manipulated its financial statements to mask a crumbling business. Short sellers borrow stock, sell it, then attempt to buy it back at a lower price. MultiPlan called the allegations false on its most recent earnings call.
Credit Suisse, meanwhile, has been the sole underwriter for SPACs led by former Facebook Inc. executive and venture capitalist Chamath Palihapitiya. His first SPAC, Social Capital Hedosophia Holdings Corp., in 2019 merged with Virgin Galactic to take the space-tourism firm founded by British business mogul Richard Branson public. Two of his other firms were among the largest SPACs last year.
Virgin Galactic shares more than doubled in 2020, while sports-betting firm DraftKings added 335%, adding to excitement in the sector and pushing banks to bolster their SPAC businesses.
“Even the firms that wouldn’t touch the product a couple of years ago all of a sudden want to be part of the game,” said Alysa Craig, managing director for mergers and acquisitions and head of SPACs at Stifel Financial Corp.
Deutsche Bank AG and Goldman were the underwriters of Diamond Eagle Acquisition Corp., the SPAC that late in 2019 agreed to merge with DraftKings. The executives behind Diamond Eagle, former MGM Holdings Inc. movie studio chief Harry Sloan and film producer Jeff Sagansky, said recently they aim to raise $1.5 billion for a new SPAC called Spinning Eagle Acquisition Corp. If that company doesn’t use all of the money raised for an initial deal, it could use some of the remaining funds to spin off a new SPAC and pursue another deal.
Goldman is the sole underwriter for Spinning Eagle and has even added to the flurry of activity by launching a pair of SPACs itself in recent years.
“There’s a growing acceptance of this way of going public,” said Carlos Alvarez, head of permanent capital solutions at UBS, the sixth-largest SPAC underwriter last year.
SPACs Rescued Wall Street From The Covid Doldrums
Initial public offerings from so-called blank-check companies gave a boost to banks’ stock-selling operations.
In 2020, underwriters were the kings of Wall Street.
The biggest investment banks recorded better-than-expected years, even though a global pandemic sent shockwaves through businesses and households. No business grew more than their operations selling stocks.
In the spring, clients bracing for economic trouble turned to stock markets to raise cash. In the latter part of 2020, it was the SPACs—special-purpose acquisition vehicles—that raised billions of dollars as a quick and suddenly popular way to get more companies into the public markets’ wide-open arms.
The banks’ fourth-quarter results provide fresh evidence of the equity-underwriting hot streak, raising hopes that SPACs may continue to boost the banks’ results even as the overall economy shows signs of slowing down.
A SPAC is a public entity with no business that raises investor funds through an initial public offering. That so-called blank-check company seeks a merger, allowing its new partner to go public without the delays and demands of a traditional IPO. They were a quiet corner of Wall Street for years but surged in popularity in 2020. SPACs raised $82 billion in the U.S. last year, greater than all of the money previously raised, according to Dealogic.
At Goldman Sachs Group Inc., which underwrote more new equity in the U.S. last year than any other bank, according to Dealogic, its equity bookrunners brought in more revenue in the fourth quarter than its famed deal makers for the first time.
Goldman’s equity underwriting brought in a record $1.12 billion in fees in the fourth quarter, nearly triple what it had the year before. For the year, the business took in $3.41 billion in fees, more than double 2019’s $1.48 billion. (Its advisory unit brought home $3.07 billion.)
At Morgan Stanley, No. 2 in the equity-underwriting business for the year, fees more than doubled in the fourth quarter. For the year, they rose 81% to $3.09 billion, also eclipsing deal making fees.
JPMorgan Chase & Co. came in third in equity underwriting, boosting its fees 88% in the fourth quarter. Fees surged 66% for the year, to $2.76 billion.
The boom wasn’t all SPACs, but those surging deals helped lift several banks. Citigroup Inc. went from sixth place in initial public offerings to third place, according to Dealogic, in large part because it was second in helping launch new SPACs. Its equity-underwriting revenue increased 83% in the fourth quarter and 64% for the year, big gains for a bank that is historically stronger in the debt world.
And smaller Jefferies Financial Group Inc., a big SPAC supporter, put out a quarter one analyst said was “unlike any earnings report that we have seen.” It more than tripled its equity underwriting fees to $341 million. For the fiscal year, which ended in November, equity underwriting fees totaled $902 million, up from $362 million in 2019.
“They were nothing short of extraordinary,” wrote Oppenheimer & Co. analyst Chris Kotowski.
Whether the trend continues was high on the list of analyst questions for Wall Street’s executives on earnings calls in the past week.
Executives said the new year has started strongly. And some said the SPAC boom helps fuel future revenue opportunities too. Newly public companies often raise additional funds quickly, and require other services the banks provide as well.
“Obviously, we’ve seen very strong performance as it relates to the SPAC space and equity capital markets and that will continue into 2021,” Citigroup finance chief Mark Mason said on a conference call.
Yet Citigroup and others said it was too early to tell if it would duplicate 2020 and warned the market’s fickle nature, along with a still-raging pandemic, could upset the trend.
Goldman Chief Executive David Solomon was the most forceful in warning the SPAC trend was getting overheated. He said his bank was sitting out some deals and watching with some trepidation the big paydays investors who start SPACs are collecting.
“You have something here that is a good capital markets innovation, but like many innovations there’s a point in time as they start where they have a tendency maybe to go a little bit too far and then need to be pulled back or rebalanced in some way,” Mr. Solomon said. “And that’s something my guess is we’ll see over the course of 2021 or 2022 with SPACs.”
Real Estate Software Firm Latch To Merge With Tishman SPAC
Latch Inc., a maker of smart locks and building-management software, will go public in a merger with a special purpose acquisition company backed by New York-based real estate firm Tishman Speyer.
The deal with blank-check company TS Innovation Acquisitions Corp., which is expected to close in the second quarter, will give Latch an equity value of $1.56 billion and provide the company with $510 million to fund growth, according to a statement Monday.
Shares of the SPAC surged as much as 90% to $19.70 after the merger was announced on Monday.
SPACs have become an increasingly popular way for startups to go public. Latch, founded in 2014, works with apartment landlords, including Tishman Speyer and Brookfield, which is also an investor. Its products are used at buildings across 35 states.
As part of the merger, Rob Speyer, president and chief executive officer of Tishman Speyer, will join Latch’s board.
“As a longtime real estate and capital markets investor, Tishman Speyer has helped accelerate many of the prop tech innovations reshaping our cities,” Speyer said. “We launched our SPAC knowing that our expertise and portfolio could power the next generation of innovators on the public stage.”
Toll Brothers Inc., Brookfield Property Partners LP, RXR Realty and Related Group of Florida are among developers that incorporated technology from Latch in condo and rental projects in recent years.
Latch lets residents use their phones to unlock the door to their apartment, amenity spaces and the main entrance of a building. Users can grant access to guests and service providers, like dog walkers and cleaners, by providing them temporary entry codes.
Smart-Lock Maker Latch To Use Tishman Speyer SPAC To Go Public
Deal between startup and SPAC sponsored by property firm values Latch at $1.56 billion.
Latch Inc., a maker of smart locks and building-management software, plans to go public by merging with a special-purpose acquisition company backed by a real-estate giant, the latest startup looking to use a so-called blank-check vehicle to cash in on strong investor interest in tech-enabled businesses.
The merger will unite venture-capital-backed Latch with TS Innovation Acquisitions Corp. TSIA 44.79% , a special-purpose acquisition company sponsored by New York commercial real-estate firm Tishman Speyer Properties LP that raised $300 million late last year, the companies said Monday.
The deal, which values Latch at $1.56 billion, is expected to close in the second quarter, and Latch is expected to trade on the Nasdaq under the symbol LTCH, they said.
SPACs have increasingly gained favor over the past year among companies looking to go public and large investors looking to partner with them. These SPACs, which go public with no assets and then merge with private companies, raised a record $82.1 billion in 2020, more than six times the prior year’s total, according to Dealogic data. Nearly 300 SPACs are seeking deals, armed with about $90 billion in cash.
Another tech company, Taboola.com Ltd., also on Monday revealed plans to go public in a SPAC deal.
The content-recommendation startup behind those tempting “around the web” promoted stories, said it would merge with ION Acquisition Corp. IACA 14.47% in a deal that will bring in $545 million for Taboola and value it at $2.6 billion. Taboola’s SPAC plans come months after its plan to acquire competitor Outbrain Inc. was called off in September.
Latch, founded in 2014 as Latchable, is set to net around $450 million in cash from the SPAC and other investors including funds managed by BlackRock Inc., Fidelity Management & Research Co. and D1 Capital Partners LP, according to an investor presentation.
The deal would also be a windfall for Tishman Speyer. The company, which owns properties including Rockefeller Center and 200 Park Avenue in New York, is set to receive a roughly 4% stake in Latch, worth around $60 million, as de facto payment for sponsoring the SPAC.
Tishman Speyer is at the forefront of a small but growing group of real-estate companies getting into the SPAC business. Property-services giant CBRE Group Inc. launched a $350 million SPAC in December, while hotel-and-private-equity mogul Barry Sternlicht recently filed for his third such vehicle. Large property owners have started pouring money into real-estate startups in recent years, seeking to profit from rising valuations and modernize their own buildings.
Before launching the SPAC, Tishman Speyer had invested in about a dozen so-called prop-tech companies including Latch, Rob Speyer, Tishman’s chief executive, told The Wall Street Journal.
Mr. Speyer said that the pandemic has accelerated demand for real-estate technology products like Latch, and that he hopes to use Tishman Speyer’s expertise and connections to help Latch expand into new countries and new building types, such as offices.
“Real estate has been an industry that has been technology-resistant for decades,” said Mr. Speyer, who will also join Latch’s board of directors. “It’s hitting this period of massive disruption. It’s entrepreneurs like Luke and companies like Latch that are leading this wave of disruption.”
Luke Schoenfelder, chief executive of Latch, said the company and its adviser, Goldman Sachs Group Inc., evaluated more than 10 prospective deals. Ultimately, he said, Latch chose Tishman Speyer because of factors including its industry reach and a desire to remain independent.
Latch sees its future in providing software-as-a-service, supplying both its LatchOS building-operating system and its hardware to real-estate managers. The average contract length for its software is more than six years, according to Latch.
Mr. Schoenfelder said 2020 was Latch’s strongest sales year, helped by the pandemic’s spurring interest in tools such as contactless door and elevator controls. Latch has more than 200 employees and was last valued at $454 million as of 2019, according to PitchBook Data Inc.
“There’s a lot of space for us to expand,” Mr. Schoenfelder told the Journal, noting Latch’s products are installed in less than 1% of the 47 million rental units in the U.S.
Growing is critical to Latch’s path to profitability. It had a loss of $61 million before interest, taxes, depreciation and amortization last year, according to an investor presentation, and doesn’t project being profitable by that measure until the end of 2024.
Net revenue was $18 million in 2020, up from $15 million a year earlier, Latch reported. The company forecasts its revenue will nearly triple this year and reach $877 million in 2025.
Gamesmaker Nexters To Go Public Via Former MegaFon CEO SPAC
Nexters Global Ltd., the game developer behind Hero Wars and Throne Rush, is going public through a deal with a blank-check company started by former MegaFon PJSC head Ivan Tavrin.
The transaction between Limassol, Cyprus-based Nexters and Tavrin’s Kismet Acquisition One Corp. is valued at $1.9 billion, according to a statement Monday. Kismet Capital Group will invest an additional $50 million in the deal.
Tavrin, the founder of Russian media company UTH Russia Ltd. — now known as Media-1 — and former chief executive officer of telecommunications group MegaFon, has filed for three special purpose acquisition companies, or SPACs, since last year. Kismet Acquisition One, which raised $250 million in August, was formed to focus on acquisitions in the telecom infrastructure, internet, technology and consumer industries, according to its filing documents.
“There is a great opportunity for European businesses to go public on Nasdaq through SPACs,” Tavrin said in an interview. “It was our thesis that technology and innovation has no borders.”
Shares in Kismet, which is listed on the Nasdaq Capital Market, fell less than 1% to $10.40 at 10:37 a.m. in New York, after earlier climbing more than 3%.
Tavrin will join the board of the listed company. The transaction is expected to close in the second quarter, after which the company will trade under the GDEV ticker
Nexters was founded in 2010 by Andrey Fadeev and Boris Gertsovsky. Its main franchise is Hero Wars, a multiplayer battle game where characters fight for territory in a fantasy land known as Dominion.
”Nexters is very well diversified in terms of gamers and in terms of currency,” Tavrin said, adding that 60% of its users are in the U.S. and Europe, and 20% are in Asia, excluding China where the company has yet to establish a footprint.
GameStop Day Traders Are Moving Into SPACs
So-called blank-check companies are a hit with individual investors looking for speculative trades.
Day traders fueling enormous gains in popular stocks such as GameStop Corp. are also powering big swings for another suddenly hot investment: so-called blank-check companies.
Special-purpose acquisition companies—shell companies planning to merge with private firms to take them public—are rising more than 6% on average on their first day of trading in 2021, up from last year’s figure of 1.6%, according to University of Florida finance professor Jay Ritter. Before 2020, trading in SPACs was muted when they made their debut on public markets.
Now, shares of blank-check companies almost always go up. The last 140 SPACs to go public have either logged gains or ended flat on their opening day of trading, per a Dow Jones Market Data analysis of trading in blank-check companies through Thursday.
One hundred and seventeen in a row have risen in their first week. The gains tend to continue, on average generating bigger returns going out to a few months.
The gains in companies that don’t yet have any underlying business underscore the wave of speculation in today’s markets. Merging with a SPAC has become a popular way for startups in buzzy sectors to go public and take advantage of investor enthusiasm for futuristic themes.
But lately, day traders are even putting money into SPACs before they have revealed what company they are buying. At that stage, they are pools of cash, so investors are wagering that the company will eventually complete an attractive deal.
Despite the risks, many are embracing the trade, underscoring how online investing platforms and social-media groups now send individuals flocking to new corners of markets, including shares of unprofitable companies such as GameStop and AMC Entertainment Holdings Inc. That trend also is playing out in everything from shares of silver miners to SPACs, which were relatively rare before last year but are suddenly ubiquitous in finance.
“I would just have a bad case of FOMO if I wasn’t in SPACs,” said Marco Prieto, a 23-year-old real-estate agent living in Tucson, Ariz., referring to the fear of missing out that is driving many individuals to put money into markets.
He has a roughly $50,000 portfolio and about 60% of his holdings tied to blank-check companies. Some of his positions are early on in shell firms such as Social Capital Hedosophia Holdings Corp. VI, while others are based on rumors tied to possible deals by companies including Churchill Capital Corp. IV.
Shares of that company have more than doubled since Bloomberg News reported on Jan. 11 that it is in talks to combine with electric-car firm Lucid Motors Inc. Trading got so frenzied that the SPAC put out a statement a week later saying it wouldn’t comment on the report and that it is always evaluating a number of possible deals. The stock has still been gyrating in the days since.
Investors betting on SPACs even before such reports is extraordinary because the underlying value of a blank-check firm before it pursues a deal is the amount of money it raises for a public listing. That figure is typically pegged at $10 a share. Still, it has become common for investors to buy at higher prices such as $11 or $12 to back big-name SPAC founders such as venture capitalist Chamath Palihapitiya and former Citigroup Inc. deal maker Michael Klein.
In another sign blank-check firms are now frequently traded by individuals, several SPACs and companies that have merged with them recently joined GameStop and AMC on a list of stocks that had position limits on Robinhood Markets Inc., a popular brokerage for day traders. Those restricted included Mr. Klein’s Churchill Capital IV and a few of Mr. Palihapitiya’s SPACs in the Social Capital Hedosophia franchise.
The flood of money pouring in is a concern for skeptics who worry that everyday investors don’t understand the dangers of the trade. Even recent losses in a few hot companies such as electric-truck startup Nikola Corp. and health-care firm MultiPlan Inc. that merged with blank-check firms aren’t deterring investors because of the gains in other SPACs.
“It’s a tremendous amount of speculation,” said Matt Simpson, managing partner at Wealthspring Capital and a SPAC investor.
His firm invests when SPACs go public or right after, then takes advantage when shares rise and typically sells before a deal is completed. He advertised an expected return from the strategy of 6% to clients, but last year it returned 20%.
Ninety-one SPACs have raised $25 billion so far this year, putting the market on track to shatter last year’s record of more than $80 billion, according to data provider SPAC Research.
Fast gains in the shares can result in big payoffs for their founders and the first investors in blank-check firms like Mr. Simpson. These earliest investors always have the right to withdraw their money before a deal goes through. The traders who get in later don’t have those same privileges, but that hasn’t been a deterring factor.
“If you don’t take a risk, there’s really no opportunity at all,” said Chris Copeland, a 36-year-old in upstate New York who started day trading on the platform Robinhood with his girlfriend last month. Roughly three-quarters of his portfolio is tied to SPACs such as GS Acquisition Holdings Corp. II.
Trading volumes in many popular blank-check firms have increased lately, an indication of investors’ heightened activity. That trend is even drawing attention from some SPAC founders.
“It worries me,” said veteran investor and SPAC creator Bill Foley. Trading volumes have surged in one of the SPACs founded by the owner of the Vegas Golden Knights hockey team, especially since it announced a $7.3 billion deal to take Blackstone Group Inc. -backed benefits provider Alight Solutions public last week.
One reason traders are getting into blank-check firms when they are just pools of cash is that the time it takes for a SPAC to unveil a deal has dwindled. Blank-check firms normally give themselves two years to acquire a private company, but many these days need only a few months.
It also doesn’t take long for investor speculation about a blank-check firm’s acquisition to build, particularly because SPACs can indicate the sector in which they hope to complete a deal.
Excitement can be triggered by a SPAC pioneer like Mr. Palihapitiya, who sometimes hints to his more than 1.2 million Twitter followers when activity is coming. The former Facebook Inc. executive took space-tourism firm Virgin Galactic Holdings Inc. public in 2019 and last month reached a deal with Social Finance Inc.
Even though he invests in a number of blank-check firms other than his own—often when SPACs need to raise more money to complete deals—shares of his own companies can climb following such tweets. One example came Jan. 21, when one of his blank-check firms rose about 4% after Mr. Palihapitiya started a tweet by saying “I’m finalizing an investment in ‘???.’”
The SPAC has since given back those gains after no news about an acquisition came out and it was revealed that Mr. Palihapitiya’s investments were in companies unrelated to his own. He declined to comment.
Mr. Palihapitiya also has thrown himself into the frenzy of activity around GameStop trading, publicizing an options trade last week in the stock and taking profits on it.
Reports about possible mergers like those surrounding the Churchill Capital IV SPAC and a possible combination with Lucid Motors also quickly attract hordes of buyers. That blank-check firm is now owned by many individuals, including Messrs. Prieto, Copeland and Jack Oundjian, a 40-year-old who lives in Montreal.
“I’m very excited that we have a chance to be able to participate in what could be future unicorn companies,” or startups valued at $1 billion or more, Mr. Oundjian said. He said he views SPACs as long-term investments rather than fast trades, and holdings tied to the sector make up about 30% of his roughly $1.2 million portfolio.
Rocket Startup Astra Space Poised To Go Public At $2.1 Billion Valuation
Northern California space-transportation company would be first small-booster specialist to trade in U.S.
Northern California space-transportation company Astra Space Inc. intends to be the first maker of small rockets to go public in the U.S., using a blank-check company, or SPAC, in a transaction valuing it at $2.1 billion.
One of the few space startups with flight-proven technology, Astra said it is teaming up with billionaire telecommunications investor Craig McCaw to take advantage of the surging popularity of such transactions across an array of evolving high-technology sectors. SPAC stands for special-purpose acquisition company, a vehicle for swiftly taking entities public.
Alameda-based Astra, which has about 120 employees, late last year blasted a rocket to the edge of space from a launchpad in Kodiak, Alaska. The booster failed to reach orbit velocity during that demonstration flight in December. Company founder and Chief Executive Chris Kemp, a former high-ranking NASA official, said he expects another test soon, followed by an initial commercial mission as early as summer.
In going public, Astra seeks to stand out from a bevy of small-rocket competitors by locking in funding despite fallout from the coronavirus pandemic and an anticipated shakeout of rivals targeting the same market segment.
‘By launching more frequently, we can test all of the satellite components more frequently than any company out there.’
— Astra Space Chief Executive Chris Kemp
The company says it is able to lift satellites weighing about 100 pounds into low-earth orbit, but gradually hopes to increase that capacity about fivefold. Astra’s move comes amid a boom in the use of relatively compact satellites for internet access, earth imaging, military applications and other purposes.
“We are at a transformational period” for space access, Mr. McCaw said, adding that an explosion of opportunities and services potentially provided by fleets of small, versatile satellites “is the place where there is the biggest vacuum of unmet demand.”
One of the features differentiating Astra from competitors is its plan to blast off weekly—and eventually daily—relying on a mobile launch system, a handful of technicians, and operations from remote locations if necessary. Bigger rockets typically have a much slower launch tempo and require significantly greater investment in ground facilities.
In addition, Astra’s strategy is to provide a basic satellite design and then integrate that with customer cameras or sensors—effectively creating a one-stop shop for scientists, fledgling satellite manufacturers and other space newcomers looking for fast and inexpensive rides to orbit.
“By launching more frequently, we can test all of the satellite components more frequently than any company out there,” Mr. Kemp said.
That, he argued, will allow engineers and designers to send “the best microprocessors, memory chips, sensors and radios” beyond the atmosphere.
Mr. McCaw, a wireless pioneer and early advocate of the use of swarms of small satellites to provide space-to-ground services, in the mid-1990s backed an ambitious, multibillion-dollar project called Teledesic, which imploded. The high-profile failure became a symbol of overly optimistic technical and financial assumptions regarding satellite ventures during the dot-com investing bubble.
Today, “it’s like a dam bursting, there’s all this pent up energy” for connectivity, Mr. McCaw said. According to Mr. Kemp, listing the stock is envisioned to fully fund the company’s business plan through roughly the middle of the decade, based on a published price of $3.5 million per launch.
In recent months, SPACs have exploded in popularity, with scores of new blank-check companies now hunting for startups to bring public.
Other startups involved in the space industry have struck comparable deals with SPACs, including satellite-servicing provider Momentus Inc. and AST & Science LLC, which aims to beam satellite signals directly to individual cellphones.
SPACs have proven particularly appealing to industries in early stages of development, such as space and electric vehicles. Unlike in an IPO, where companies are restricted in their ability to talk about the future, the rules around SPACs allow these companies to emphasize future projected revenues to attract investors.
The rush of cash into speculative, early-stage companies has caused valuations to soar. The stock of space-tourism company Virgin Galactic Holdings Inc., which had been relatively stable ever since it went public through a SPAC in late 2019, has nearly tripled since fall 2020, when the SPAC boom accelerated. Its market capitalization Monday stood at $12.6 billion.
The merger between Astra and Holicity Inc., Mr. McCaw’s SPAC, is expected to be completed during the second quarter pending regulatory and shareholder approvals.
CCC Information Services To Go Public In $6.5 Billion SPAC Merger
Auto-insurance IT provider will merge with a SPAC backed by Dragoneer Investment Group.
CCC Information Services Inc. is teaming up with a special-purpose acquisition company to go public in a deal that values the IT provider to car insurers at $6.5 billion.
CCC will merge with a SPAC backed by Dragoneer Investment Group in a deal worth $7 billion including debt, the companies said Wednesday, confirming an earlier Wall Street Journal report.
Chicago-based CCC’s technology allows policyholders of insurance companies to upload photos into a mobile app from an accident scene and, moments later, get a repair estimate via artificial intelligence.
The company counts more than 300 insurers, 25,000 collision-repair facilities, dozens of auto makers and thousands of parts suppliers as its clients. Its technology connects these parties to get claims handled and vehicles repaired after wrecks.
The 41-year-old business, majority-owned by private-equity firm Advent International, is part of a wave of companies making their public-market debuts through SPACs rather than traditional initial public offerings. SPACs, also known as blank-check companies, turn the IPO process on its head by going public and raising cash without a business, and then searching for one to combine with.
The blank-check company in this case, Dragoneer Growth Opportunities Corp. , went public in August, raising $690 million.
Through the merger and an associated fundraising known as a PIPE, CCC will generate proceeds of nearly $1 billion.
Some of that is to go toward software research and development as techniques including artificial intelligence and machine learning are increasingly used to speed up and improve the claims and repair experiences of policyholders with damaged vehicles.
Among other efforts, car insurer USAA has been working since 2019 with Alphabet Inc.’s Google Cloud unit to develop a photo-based estimating program for its policyholders.
Last week, a London technology startup, Tractable, announced a partnership with Hartford Financial Services Group Inc. to use artificial intelligence to shorten the time between car wreck and repair at the body shop. Tractable is working with one of CCC’s rivals, Mitchell International Inc.
“We really think in the next five years, the pace of digitization we are seeing across our customer base will accelerate,” CCC Chief Executive Githesh Ramamurthy said in an interview. The firm is already spending $100 million annually on research and development, he said.
Eric Wei, a managing director at Advent, said CCC “is in the first inning in digitizing” the car-insurance industry’s claims process.
He said CCC was approached by several SPACs about a deal as it was preparing for an IPO. It opted to engage solely with Dragoneer because of the investment firm’s record and experience working with technology companies.
In addition to Dragoneer, which is known for backing tech startups like Airbnb Inc., Snowflake Inc. and Slack Technologies Inc., CCC will add mutual-fund firms Fidelity Investments and a unit of T. Rowe Price Group Inc., as well as Michael Bloomberg’s family office, Willett Advisors, as investors. None of CCC’s existing investors is selling as part of the deal.
Marc Stad, Dragoneer’s founder and portfolio manager, said there was so much demand that they kept the investor base very narrow.
The company will be renamed CCC Intelligent Solutions Holdings Inc. and is to start trading on the New York Stock Exchange when the merger closes. That is expected to happen in the second quarter.
Israeli Startup REE Plans Merger With 10X Capital SPAC
REE Automotive, an electric-vehicle technology startup, has agreed to go public through a merger with blank-check company 10X Capital Venture Acquisition Corp.
The transaction includes a $300 million private investment in public equity, or PIPE, and gives the combined entity an enterprise value of about $3.1 billion, according to a statement confirming an earlier report by Bloomberg News. REE’s existing investors will own more than 80% of the combined company.
REE, a Tel Aviv-based firm led by co-founder Daniel Barel, makes technology to integrate all drive components into the arch of the wheel and flat, modular chassis for autonomous delivery trucks, shuttles and robo taxis. The company says its platform can be used for battery or fuel cell-powered vehicles.
“Merging with a SPAC and becoming public is an important gateway that gives us the ability to scale up and meet demand,” Barel said in an interview. “We are here to deliver what we believe can be the cornerstone for e-mobility for the next century.”
REE will supply crucial parts to EV makers that don’t have the full spectrum of components in-house. By outsourcing, they can bring models to market more quickly and at a fraction of the cost, Barel said.
10X Capital shares soared about 50% before the start of regular trading in New York.
In August, REE signed a memorandum of understanding with Mahindra & Mahindra Ltd., an India-based manufacturer, to develop and produce as many as 250,000 EVs.
In November, it inked a partnership with Iochpe-Maxion SA to manufacture and develop a wheel design and chassis technology. REE also has tie-ups with Mitsubishi Corp., American Axle & Manufacturing Holdings Inc., KYB Corp., Musashi Seimitsu Industry Co. and NSK Ltd.
REE expects to have 16 assembly plants in locations such as the U.S., Germany and Japan by 2026, with annual capacity of about 600,000 units. It hopes to begin mass production next year, and has signed MOUs for orders worth $5.1 billion through 2026.
The 10X Capital SPAC, affiliated with the New York-based investment firm of the same name, is led by Chairman and CEO Hans Thomas. In November, it raised a little over $200 million in an initial public offering, saying at the time that it would focus on finding high-growth technology and tech-enabled businesses in the U.S. and abroad.
PIPE investors supporting the transaction include Koch Strategic Platforms, Mahindra & Mahindra and Magna International Inc.
“REE solves a critical issue in the EV space, we’ve seen them get a lot of traction and were able to get comfort around the valuation,” said 10X’s Thomas. “They’ve got best-in-breed partners that can help them manufacture at scale without having to invest billions of dollars and have a significant head start that’s going to create a competitive moat.”
Cowen Inc. was the lead financial advisor to REE, while Wells Fargo Securities and JVB Financial Group advised 10X. Morgan Stanley is the lead placement agent on the PIPE offering.
A flood of EV and related companies have agreed to go public through SPACs, including Arrival Ltd., Lion Electric, EVgo Services LLC, Faraday & Future, Lightning EMotors and Microvast.
Payoneer Reaches $3.3 Billion Deal To Go Public With Betsy Cohen SPAC
Payoneer Inc., the online payments firm used by the likes of Airbnb Inc. and Amazon.com Inc., agreed to go public by merging with a blank-check firm led by Betsy Cohen.
The deal with FTAC Olympus Acquisition Corp. values Payoneer at $3.3 billion, the companies said in a statement on Wednesday. The transaction also includes a $300 million PIPE, or a private investment in public equity.
Founded in New York in 2005, Payoneer said it is profitable and expects to collect $432 million in revenue in 2021. The firm, which allows e-commerce players to send and receive money around the world, processed more than $44 billion in payments last year.
“Payoneer is a wonderful example — and I’d be hard pressed to reach for another one that is quite as well advanced — in which the adoption curves of consumers and the capacity of the technology have melded and merged quite so well,” Cohen said.
The payments industry has been awash with interest from blank-check companies, which raise money from investors and then aim to merge with a private business. Payoneer’s deal follows a similar announcement from Paysafe Group Ltd. which agreed to go public by merging with a blank-check firm led by billionaire Bill Foley.
Sending and receiving money overseas can be lucrative for payments companies, but such transactions have been hindered after the coronavirus pandemic crimped foreign travel. Cross-border e-commerce volumes proved the exception, with consumers flocking to pay for goods and services online from shops all over the world.
Following its public debut, the firm plans to expand its offerings that allow businesses to transact with each other overseas, an area that’s long been dominated by pricey wire payments and paper checks. The firm also hopes to do more mergers and acquisitions of its own.
“We’re excited to not only have a bigger balance sheet but also a public currency,” Payoneer Chief Executive Officer Scott Galit said in an interview. Deals can help the firm enter new markets or build new products “more quickly than we could just doing everything organically.”
Bloomberg News first reported last month that talks about a deal were underway. Wellington Management, an existing shareholder in Payoneer, along with funds managed by Millennium Management and Fidelity, is among investors participating in the PIPE, according to Wednesday’s statement.
The combined firms are expected to have $563 million in cash. Payoneer’s existing shareholders — a group that includes TCV, Susquehanna Growth Equity, Viola Ventures, Nyca Partners and Temasek — will remain the largest investors in the reorganized company.
The deal is expected to close in the first half. Financial Technology Partners served as the financial and capital markets adviser to Payoneer. Citigroup Inc. and Goldman Sachs Group Inc. played both roles for Cohen’s blank-check company, while also serving as placement agents on the concurrent private placement.
“As much as we have accomplished to get to where we are, we really think we’re just scratching the surface and we’re just at the beginning stages,” Galit said. “We have a busy agenda.”
23andMe Goes Public Via Spac As $3.5 Billion Company With Branson Aid
Consumer DNA-testing company 23andMe Inc. has entered into a deal to merge with VG Acquisition Corp., a special purpose acquisition company founded by billionaire Richard Branson.
The agreement values the Silicon Valley company at $3.5 billion, with Chief Executive Officer Anne Wojcicki and Branson each investing $25 million into a $250 million private investment in public equity offering. Bloomberg News reported news of a potential deal last week.
Other investors include Fidelity Management & Research Company LLC, Altimeter Capital, Casdin Capital and Foresite Capital.
Current shareholders of 23andMe will own 81% of the combined company, with the deal expected to close in the second quarter of 2021. A merger with a special purpose acquisition company, or SPAC, allows 23andMe to go public without the uncertainty or holding an initial public offering.
“Covid-19 has really opened up doors,” Wojcicki said in a joint interview with Branson. Now more than ever, she said, people are interested in preventative health care. “I’ve had this dream since 2003 that genetics would revolutionize health care and that’s really the era I see we can now usher in.”
The influx of new capital will allow the company to expand its efforts in developing therapeutics from its trove of genetic data, according to Wojcicki. She also plans to expand the company’s reach on the consumer front.
In the 1970s, Branson founded the Virgin Group that now owns hundreds of companies. “There is no better money to invest than in health care,” Branson said in the interview Thursday.
SPACs have become a popular vehicle for companies to go public over the past year. The combined company will have a pro forma cash balance of more than $900 million. Once the deal is closed, VGAC will change its ticker to ME and the combined company will trade on the New York Stock Exchange.
Co-founded in 2006 by Wojcicki, 23andMe sells direct-to-consumer genetic testing kits. The company launched with the aim of using genetics to kick start a personalized health-care revolution, with a $1,000 test that could alert customers to potential health risks that quickly ran into regulatory issues that forced it to be pulled from the market.
Wojcicki then pivoted to ancestry testing, and later re-launched a health-care test after gaining Food and Drug Administration approval.
But the once-booming genetic testing business has since slowed as early adopters have thinned out and consumers concerned over privacy have shied away. 23andMe cut jobs last year, as did rival Ancestry.com Inc. Ancestry also last month pulled its own health test from the market and cut more jobs.
More Than Entertainment
23andMe, meanwhile, has doubled down on efforts to prove that consumer DNA tests offer more than entertainment value.
The company has vastly expanded efforts to turn genetic data from its more than 12 million customers into therapies, and has a deal to collaborate on drug development with GlaxoSmithKline Plc, which took a $300 million stake in the company in 2018.
Last year, the company licensed a drug developed in-house to another company. In total, it has more than 30 therapeutic programs in progress. But drug development is expensive, and Wojcicki said the merger allow the company to expand those efforts. “There is a lot more opportunity with cash,” she said.
“They are absolutely transforming drug discovery,” said Branson, who was an early investor in the company.
23andMe has also sought to find new ways to more directly impact the health decisions of its customers.
When the pandemic began, 23andMe launched a million-person study to look at how genomics and other factors contribute to how severely ill those who contract the virus become. Last month, it launched its Covid-19 Severity Calculator, which calculates a person’s risk of being hospitalized due to the virus.
In October, it also quietly launched a subscription product that gives consumers more detailed information about their health. Wojcicki said the company would like to be more involved in their customers’ health care.
“We want to solve the problem of doctors not knowing what to do with genetic information,” she said.
Wojcicki has long-expressed hesitancy about becoming a publicly traded company. But the focus on health care created by the pandemic created the right moment for a public debut, she said.
“We’re in a position to grow, to really accelerate what we’re doing in therapeutics and on consumer side,” Wojcicki said. “It’s the right time.”
LionTree Advisors served as financial advisor to VG Acquisition Corp. in the merger.
SPAC Superstar Chamath Palihapitiya Faces Some Awkward Questions
The SEC is following up on Hindenburg’s critical report on the health insurer. There’s a lot at stake for Chamath Palihapitiya and other investors.
It’s been hard to miss Chamath Palihapitiya lately. The former Facebook Inc. executive has launched six special purpose acquisition companies [SPACs], he’s an evangelist for Bitcoin and last week he became a cheerleader for amateur investors who bought GameStop shares to teach hedge funds a lesson. (Palihapitiya told his 1.2 million Twitter followers that he’d bought GameStop derivatives, but later he closed the position and donated the profits to charity.)
GameStop shares have collapsed 85% from the peak, leaving some Redditors holding the bag. Unlike some of his young admirers, Palihapitiya can afford such risks. He’s a billionaire, thanks in part to the big cut he gets from the SPACs he raises.
On Thursday, however, Palihapitiya’s Twitter account went quiet just when investors needed to hear from him most. Hindenburg Research published a critical report on Clover Health Investments Corp. alleging it misled investors. Clover provides health insurance for the elderly and is one of the companies Palihapitiya has taken public via a SPAC.
It’s not just Palihapitiya with a lot at stake here. The $828 million raised by his vehicle, Social Capital Hedosophia III, was the 10th largest amount raised by any SPAC in the past year, according to Bloomberg data. Chelsea Clinton is on Clover’s board, and Clover’s venture capital backers include Sequoia and Alphabet’s GV.
Hindenburg’s central claim is that Clover is under investigation by the U.S. Department of Justice over a range of questionable practices and the investigation wasn’t disclosed to investors.
On Friday Clover said it and Palihapitiya were aware of the DoJ inquiry, which was looked at during the due diligence process.
Consistent with the views of outside lawyers, they concluded that the DoJ’s request for information wasn’t material and didn’t require disclosure. Such requests from regulatory bodies are frequent in the health-care industry, the company added — although if I were an investor, it’s something I’d have wanted to know about.
Clover said it doesn’t believe it’s in violation of any laws or regulations related to that inquiry. It said it doesn’t provide gift cards to doctors to generate patient leads, as alleged by Hindenburg, and that the report contained other inaccuracies. Since the Hindenburg report was published, Clover has received a letter from the Securities and Exchange Commission informing the company of its own investigation.
I expect we’ll see much more of this type of thing as SPACs rush to take relatively immature companies public. I also expect the SEC, under new chairman Gary Gensler, will take a harder look at disclosures. SPACs are securing nosebleed valuations that are hard to justify based on current financials. It’s vital that investors get an unvarnished picture and that due diligence is thorough.
Hindenburg has targeted SPAC listings before. Its report last year questioning truck start-up Nikola Corp.’s technology led to the ouster of Chairman Trevor Milton. This time Hindenburg isn’t motivated by profit: Perhaps fearful that retail investors might rally in support of Palihapitiya and buy Clover stock, Hindenburg hasn’t put on a short position.
Instead, the report concludes with a defense of why short sellers and researchers who scrutinize company finances perform an important service for the investing public and aren’t the enemy. (Clover accused it of “posturing as a white knight.”)
The mission of Palihapitiya and other SPAC promoters is to convince investors that the usual way of joining the stock market, initial public offerings, aren’t well-suited for many companies. However, when you run an IPO you have Wall Street underwriters who sign off on a listing; with a SPAC merger it’s sponsors like Palihapitiya who do due diligence on the target.
Clover was preparing for a traditional IPO last year but opted for the SPAC, in part because it made telling the company story easier, its boss Vivek Garipalli told CNBC last year. (Clover says the IPO wouldn’t have required a disclosure about the DOJ inquiry either.)
Palihapitiya encouraged retail investors to buy Clover and other SPACs using one-page summaries and five-minute sales pitches on CNBC that turn complicated investment cases into easily digested soundbites. He described it as “one of the most straightforward investments I’ve ever made” and said the value could increase 10 times in 10 years.
Retail investors have bid up the shares of Palihapitiya’s SPACs and that loyal following encourages other start-ups hoping to obtain an attractive valuation to turn to him.
In fairness, Palihapitiya risks more of his own capital than is common in many SPAC deals. But his upside is much greater than the retail investors who invest alongside him because he gets free shares and cheap warrants for setting up the SPAC. He and his partners put about $170 million in Clover. He now controls shares worth more than twice that.
Investors have been more skeptical about Clover than they’ve been with some of Chamath’s other SPACs such as space-travel business Virgin Galactic Holdings Inc. and home-flipping site Opendoor Technologies Inc. Clover has $900 million in accumulated losses and expects to remain unprofitable for at least a couple more years. For now, almost all of its 57,000 members are in New Jersey and its health plan has an average 3-star rating.
Yet even after a 12% tumble on Thursday, the company is valued at more than $5 billion and trades at a more than 20% premium to where the SPAC sold shares to the public. Palihapitiya’s Reddit fans haven’t given up on him but he and other SPAC sponsors are certain to face a lot more scrutiny in future.
SPAC Mania Gives Early Investors Steady Returns With Little Risk
Hedge funds score gains when blank-check companies rise after announcing deals to take startups public
Sudden excitement about the flurry of startups going public through so-called blank-check companies is enriching some of the biggest players in finance, particularly hedge funds.
The gains come through the unique rights given to early investors in special-purpose acquisition companies, or SPACs, which look to acquire promising startups and take them public. As the vehicles become more popular, the hedge funds that invest in them early on, such as Magnetar Capital, Glazer Capital and Israel Englander’s Millennium Management, can earn lofty returns without much risk.
Here is how the trade typically works: Hedge funds give the SPAC money for up to two years while it looks for a merger target.
In return, they get a unique right to withdraw their investment before a deal goes through that minimizes any loss on the trade.
At the same time, the potential return for early investors is huge if the SPAC shares rise because they also initially receive shares and warrants giving them the right to buy more shares at a specified price in the future.
Wall Street’s recent exuberance has engulfed SPACs, with day traders and large institutions alike pouring money into shell companies pursuing startups tied to themes such as green energy or sports betting. Recent SPACs have surged immediately after announcing deals to take startups public, giving the hedge funds opportunities to sell and turn quick profits.
One example came Jan. 7, when shares of the venture capitalist Chamath Palihapitiya’s Social Capital Hedosophia Holdings Corp. V advanced 63% after it said it is combining with Social Finance Inc. to take the financial-technology company public.
SPACs are often volatile around such announcements, but those that unveiled deals in the last three months of 2020 on average climbed 5.4% on the day of those announcements and traded 16% higher one month later, according to a Dow Jones Market Data analysis of trading in 39 such companies. The last 16 SPACs that have one month of trading following a deal announcement have all risen in that span.
Even if SPAC shares fall, early investors are protected by the right to withdraw. Throughout the whole process, they can sell warrants or hold on to them. When SPAC shares surge, warrants grow more valuable. Some analysts said that makes the funds’ trade a rare example of a mainstream investment that has limited pitfalls.
“It’s a free lunch—there’s no way around it,” said Michael Ohlrogge, an assistant professor of law at New York University.
He and Stanford Law School’s Michael Klausner studied SPACs that merged between January 2019 and June 2020 and found that hedge funds nearly always sold their shares or withdrew before deal completion. The average annualized return for those that withdrew was 11.6%.
Returns have likely improved lately given the excitement in the sector, according to analysts. Last year SPACs raised $82 billion, a figure greater than all previous years combined and nearly half of all capital raised in U.S.-listed initial public offerings, according to Dealogic.
The momentum explains why many investors have bought more SPAC shares. Eight had more than $1 billion invested in SPACs at the end of the third quarter last year, led by Millennium, Magnetar and Glazer, according to regulatory filings compiled by data provider SPAC Research. Polar Asset Management and Linden Advisors round out the top five.
And 51 investors who had less than $100 million in SPAC holdings in the second quarter of last year held that amount or more by September. Data from the end of 2020 will be disclosed in mid-February.
The gains for early investors often come at the expense of other stakeholders, particularly those who take on more risk when buying shares later in the process after a deal is announced or goes through, Mssrs. Ohlrogge and Klausner argue.
Many of those later positions are traditional holdings that carry more risk. Their performance is tied to a SPAC completing an attractive deal or the value of a startup rising over time after it combines with a blank-check firm.
Although SPACs are still a small part of markets, the trend is another result of the unique financial conditions resulting from the pandemic and ultralow interest rates. Returns from the hedge-fund trade were limited in the past because companies didn’t need the flexibility offered by SPACs, it was more costly to borrow money, and sentiment was muted, analysts said. But last year’s wave of momentum made it attractive.
“It was this perfect environment,” said Patrick Galley, a SPAC investor and chief executive of RiverNorth Capital Management.
Even institutions including Saudi Arabia’s $300 billion Public Investment Fund, which typically make long-term investments, are putting money into SPACs. Alberta Investment Management and Healthcare of Ontario Pension Plan, Canadian entities that manage pension funds, have sizable holdings.
Like early-investing hedge funds, Alberta Investment Management considers selling before a deal goes through or withdrawing when attractive, said Justin Lord, director of public equities . On the other hand, Healthcare of Ontario Pension Plan tries to avoid withdrawing, according to Adrian Mitchell, vice president of public equities.
The Saudi Public Investment Fund didn’t respond to a request for comment.
Investors take on more risk when they hold shares after a SPAC deal goes through, but gains in companies such as DraftKings Inc. and Virgin Galactic Holdings Inc. are encouraging more of those bets as well.
The risks for hedge funds that invest early also increase if they don’t withdraw or sell after a stock rises. Some that previously would sell early are also adding more risk by holding after deals go through. They can also invest when a SPAC raises additional money to complete a deal, a process called a private investment in public equity.
Glazer Capital, the third-largest SPAC investor as of September, more frequently stays invested if it sees an attractive business, portfolio manager Vik Mittal said. Part of that decision hinges on whether notable SPAC founders such as Mr. Palihapitiya and former Citigroup Inc. executive Michael Klein are involved.
“There weren’t as many institutions of that caliber raising SPACs as there are today,” Mr. Mittal said.
Still, the danger of holding shares after a startup merges with a SPAC is highlighted by the electric-truck company Nikola Corp. and the health-care firm MultiPlan Inc. Shares of both companies have fallen after they were attacked by short sellers. Short sellers borrow stock, sell it, then attempt to buy it back at a lower price.
Singapore’s sovereign-wealth fund GIC Pte. and the Saudi Public Investment Fund were large MultiPlan shareholders as of October. MultiPlan went public last year by merging with a SPAC set up by Mr. Klein’s Churchill Capital Corp.
Despite the pockets of volatility, investors continue piling in, often creating opportunities for hedge funds without even realizing it.
“There’s a frothy feel to the SPAC universe,” said Roy Behren, managing member at Westchester Capital Management and an investor in the space.
Fuel-Cell Truck Startup Hyzon Agrees to Merge With Decarbonization Plus SPAC
Hyzon Motors Inc., a fuel cell truck startup, has agreed to go public via a merger with Decarbonization Plus Acquisition Corp., according to people with knowledge of the matter.
The special purpose acquisition company has held discussions about raising new equity to support the transaction that values the combined entity at more than $2 billion, some of the people said, requesting anonymity because the talks are private. A deal could be announced within the next week.
Representatives for Hyzon and Decarbonization Plus declined to comment. Shares of the SPAC pared a gain of as much as 26% in early trading Friday, trading up 18% to $16.25 as of 10:22 a.m. in New York.
Decarbonization Plus, a vehicle sponsored by an affiliate of private equity firm Riverstone Holdings and led by Erik Anderson, raised about $226 million in an October initial public offering. It said at the time it wanted to find a target “whose principal effort is developing and advancing a platform that decarbonizes the most carbon-intensive sectors.”
Hyzon was spun out of Singapore-based Horizon Fuel Cell Technologies Pte, which has been developing fuel-cell technology for commercial applications for almost 20 years. The startup, which counts Total SE among its investors, makes hydrogen-powered big rigs, buses and coaches.
The use of hydrogen and fuel-cell technology in commercial vehicles isn’t new. However, investor interest has intensified since U.S. startup Nikola Corp. listed its shares in early June with the help of blank-check company VectoIQ Acquisition Corp. Despite zero revenue, Nikola quickly saw its market value surge as high as $28.8 billion before sliding back to its current valuation of about $9 billion.
Nikola has promised global fleets of hydrogen fuel-cell semi trucks and other commercial vehicles that it plans to build from 2023.
According to BloombergNEF, fuel-cell vehicles could to capture as much as 30% of bus-fleet volume globally by 2050 and as much as 75% of heavy-vehicle fleets, with growth driven primarily by demand from China and the European Union.
Hyzon is headquartered at a former General Motors Co. facility in Honeoye Falls, New York. In July, it announced plans for a plant in the Netherlands as part of a joint venture with Holthausen Clean Technology BV. It also has unspecified manufacturing activities with an undisclosed partner in Shanghai, and operations in Australasia.
Hyzon says it already has more than 400 commercial vehicles on the road using its fuel cell technology. It expects to deliver about 5,000 fuel cell-powered trucks and buses by 2023 and is targeting annual capacity of around 40,000 fuel cell-electric vehicles by 2025. In August, Hyzon inked a deal with Australian mining company Fortescue Metals Group Ltd. to build a fleet of hydrogen fuel cell buses.
EV companies including Fisker Inc. and Arrival Ltd. have agreed to go public through SPAC mergers.
KKR SPAC Files For $1 Billion IPO
The blank-check company is led by former Gap CEO Glenn Murphy.
Blank-check company KKR Acquisition Holdings I Corp., sponsored by KKR & Co. Inc., in partnership with Glenn Murphy, filed for an initial public offering with the U.S. Securities and Exchange Commission on Thursday.
Mr. Murphy, the blank-check company’s chief executive and executive chairman, is currently chairman of Lululemon Athletica Inc. and previously served as chairman and CEO of Gap Inc. from 2007 to 2014, the company said.
KKR Acquisition Holdings I said it planned to offer 100 million units at $10 per unit. Each unit will consist of one share of Class A common stock and one-third of a warrant. Each full warrant allows the holder to purchase a share of Class A common stock for $11.50.
“We believe our access to the KKR platform will provide the potential to consider a variety of business combination opportunities,” the company said.
The company also said it intends to apply to list its units on the New York Stock Exchange under the symbol “KAHC.U.”
SPAC Analyst Sees Very Brief Window Before Stocks Lose Money
The longer a portfolio holds a special purpose acquisition company, the worse it’s going to perform, according to a new study by a special situations research firm.
Most SPACs lose money after finding a company to acquire, and they do so at an accelerating rate over the 12 months that follow a merger. That’s according to the Edge Consulting Group, a team of analysts that covers special situations, which researched 115 SPACs that closed acquisitions between 2015 and the end of 2020.
Initial public offerings by blank-check companies spiked during the pandemic. The listings snowballed some more when stocks pushed to new records in 2021. More than 120 SPACs have gone public already in 2021, raising nearly $40 billion for potential acquisitions, according to data compiled by Bloomberg. But, on average, they have underperformed traditional IPOs.
“What surprised us was how short-term these benefits are and how quickly the returns and outperformance drops off,” said Alex Korda, an analyst at the firm. “SPAC investors should adjust to focus on the post-merger sweet spot.”
That sweet spot, Korda said, is the first few months after a SPAC makes its acquisition. Returns usually drop after that, until a year after the merger, when the company has normalized and is no longer viewed as a post-SPAC situation.
Alternatively, investors can get in to a SPAC shortly after its IPO, before knowing what it will acquire. Those bets are more likely to pay off than trading around a merger announcement, the firm found, but at the cost of significant uncertainty and limited opportunity for due diligence.
“With SPACs being a fairly new trend, it’s probably too early for broadly applicable assumptions on how this plays out and whether they’re truly a good measure for value creation,” Korda said. “It’s important for investors to catch that brief period post-merger for that balance of due diligence and better returns.”
SoftBank-Backed Grofers Weighs Listing Via U.S. SPAC Deal
Grofers, an Indian online grocer, is weighing a plan to go public in the U.S. through a merger with a special purpose acquisition company, people familiar with the matter said.
The SoftBank Vision Fund-backed company is working with an adviser, one of the people said, asking not to be named as the information is not public. The grocer is seeking a deal that would value the firm at about $1 billion, another person said.
Deliberations are at an early stage and the company could decide not to proceed with the plan, the people said. A representative for Grofers declined to comment.
The SPACs trend is rapidly spreading beyond the U.S., with blank-check companies springing up in recent months to focus on targets in Asia, or with ties to the region. James Murdoch and former president of Walt Disney Asia Pacific Uday Shankar are seeking a blank-check vehicle to acquire Asian companies, Bloomberg News reported this week.
Grofers sells grocery and daily household products from cooking oil to Indian spices to shoppers in more than 27 Indian cities, according to its website. Its eight in-house brands make up the majority of the products it sells to the roughly three million people who have downloaded its app.
SoftBank’s Vision Fund led an investment round of more than $200 million into the company in 2019, along with Tiger Global, Sequoia Capital and KTB.
In a post-earnings presentation to investors on Tuesday, SoftBank Group Corp. founder Masayoshi Son said the company may see between 10 to 20 public listings a year from its portfolio of 164 startups across three different funds.
SPAC Veteran Graf Eyes $675 Million for Three New Companies
Veteran blank-check firm executive James Graf is planning to raise $675 million for three special purpose acquisition companies, the latest would-be serial issuer of the increasingly mainstream vehicles, according to people familiar with the matter.
The SPACs are dubbed Graf Acquisition Corp. II, III and IV, said one of the people, who requested anonymity because the information is private. The entities will target $150 million, $225 million and $300 million respectively.
Graf will be chief executive officer of the vehicles and Tony Kuznik will be executive vice president and general counsel, said the person. Each SPAC will have a broad mandate, able to target a business or businesses in any sector, and may be upsized based on demand or a so-called greenshoe, the person added.
A representative for Graf declined to comment.
Before pursuing SPACs of his own, Graf — a former investment banker — was a director of Platinum Eagle Acquisition Corp., and vice president, chief financial officer and treasurer of both Double Eagle Acquisition Corp. and Silver Eagle Acquisition Corp. His first SPAC, Graf Industrial Corp., merged with sensor technology company Velodyne Lidar Inc.
After a record 2020, the grab for capital by SPACs has continued into the new year. In the first six weeks of 2021, some 155 U.S. vehicles filed for initial public offerings, seeking to raise a collective $46 billion, Bloomberg data show.
Next Stop For Electric-Vehicle SPAC Mania: The Jetsons
Archer may take the lead in developing electric air taxis after merging with a blank-check company, but widespread adoption is still science fiction.
Wall Street has found a combination even more faddish than blank-check companies and electric vehicles: Blank-check companies and Jetsons-style flying taxis. While there is some promise in the idea, investors had better hope that this isn’t too much glamour packed into one.
On Wednesday, electric air-taxi developer Archer announced a merger with Atlas Crest Investment, ACIC 2.92% a special-purpose acquisition company, or SPAC, led by billionaire investment banker Ken Moelis.
In a SPAC, investors give money to a publicly listed sponsor in the hope that it will find an attractive acquisition target, without knowing what it will be. The SPAC frenzy of recent months has focused on electric vehicles as well as other “cool” startups such as space-tourism venture Virgin Galactic.
Archer will have a $3.8 billion valuation, and get $1.1 billion in extra funding. The company’s pitch is to develop an electric vertical-takeoff-and-landing vehicle, or eVTOL, that can fly four passengers over congested urban areas for distances up to 60 miles. Futurists have long anticipated that people will fly to work as they do in the famous Hanna-Barbera cartoon “The Jetsons.” Now investors and companies are taking it seriously.
United Airlines and Mesa Airlines said Wednesday that they have placed a $1 billion order for Archer’s aircraft. The idea is to fly people from populated areas to United’s hubs—for example, from Hollywood to Los Angeles International Airport—by 2024, cutting carbon emissions per passenger by about 50%. Archer plans to make 10 vehicles that year, and increase to 250 in 2025.
The companies trying to develop air taxis range from aerospace manufacturers and airlines to car makers and technology firms. There are hundreds of designs, and even the U.S. Air Force has partnered with some projects.
Lufthansa Innovation Hub estimated in a report earlier this month that only startups with capital over $700 million had a chance of succeeding in developing, certifying and commercializing the technology. Until the latest SPAC deal, only Joby Aviation, which is backed by Uber, Toyota and JetBlue, had cleared that bar. Now there are two.
An all-electric commercial jet is infeasible due to battery weight: At triple the current pace of battery improvement, it would take until 2100 to build an electric 737. But an air taxi or even a small regional airplane may be within the reach of today’s means. New designs also lower noise levels.
But technology doesn’t equate to a viable commercial enterprise.
In the mid-2000s, money poured into promises of a similar boom in very light personal jets that never ended up happening. Conventional helicopter taxi services have always been grounded by problems such as high pricing, inadequate infrastructure and poor safety standards.
It is doubtful that the Uber-style air taxis that many backers have in mind can develop anytime soon. For one, these vehicles will need dedicated landing pads. Also, a joint analysis by Ford and the University of Michigan found that a fully loaded eVTOL vehicle reduces carbon emissions in trips above 62 miles, but ends up polluting more than gasoline cars if flown for under 22 miles. This limits the technology to the kind of airport-feeder traffic that United envisages.
Ever since Britain’s 19th-century canal and railway manias, revolutions in transportation have been facilitated by easy money chasing a science-fiction future. The reality is often unpleasant for investors that get caught up in one.
The King Of SPACs Wants You To Know He’s The Next Warren Buffett
Chamath Palihapitiya has already drafted the next chapter in his charmed-life story.
The immigrant kid who bootstrapped his way into riches at Facebook Inc., made billions as a risk-hungry investor and became the pied piper of the current blank-check craze now envisions himself as nothing less than the Warren Buffett of the Reddit era.
“Nobody’s going to listen to Buffett,” Palihapitiya, the founder of Social Capital, said in a Bloomberg “Front Row” interview. “But there has to be other folks that take that mantle, take the baton and do it as well to this younger generation in the language they understand.”
The language, of course, is social media. That’s where the 44-year-old billionaire talks up his deals, trolls the establishment and hypes “all things Chamath.” Recently, he stoked speculation he might run for governor of California. Occasionally, he tweets out shirtless selfies to his 1.3 million followers. His feed is a digital stream of consciousness.
With Twitter as his bullhorn, Palihapitiya has become the undisputed king of special-purpose acquisition companies, the hottest thing on Wall Street. Together with Ian Osborne, a public-relations soothsayer turned financier, he has sponsored six SPACs, raised a total of $4.34 billion and acquired businesses in space travel, health insurance, financial services and real estate.
Along the way, Palihapitiya has made a fortune for himself and his investors, and helped whip up a frenzy that has everyone from Colin Kaepernick to former House Speaker Paul Ryan racing to market their own SPACs. He’s also a lightning rod for skeptics who pooh-pooh his success as the product of relentless self-promotion and see blank-check companies as proof of a bubble inflated by massive government money-printing.
If SPACs are emblematic of a speculative mania, then Palihapitiya is the face of that moment.
Palihapitiya said anything that popular will lure its share of copycats and wannabes, and inevitably many will fail. He’s confident his brand and investing acumen will not only make people rich, but help democratize finance and level the playing field for ordinary investors.
Plus, there’s that whole Buffett thing. He fancies growing his empire into a Berkshire Hathaway-esque conglomerate for the 21st century, complete with investor conference calls, an analyst day and its own must-attend annual meeting. All of which, in his vision, will generate enough wealth to shrink the inequality gap in America.
It’s pretty grandiose stuff.
“I do want to have a Berkshire-like instrument that is all things, you know, not to sound egotistical, but all things Chamath, all things Social Capital,” he said.
It was also Palihapitiya who took a leading role in the frenzy around so-called meme stocks, tweeting on Jan. 26 that he’d bought GameStop Corp. call options and helping fuel its short-lived surge. He exited the trade before GameStop crashed, making a $500,000 profit he donated to charity.
Palihapitiya then joined Reddit’s WallStreetBets crowd in bashing short-sellers and denounced Robinhood Markets, which temporarily limited purchases of meme stocks, as a “bunch of corporatist scumbags.”
He acknowledges such rhetoric isn’t exactly Buffett-like. But then again, perhaps that’s the point.
“Who I am is a byproduct of my generation and my media culture, which is faceted — not always great facets, but multifaceted,” he said. “You have to speak in the language of the times in order to get your point across.”
Palihapitiya’s bro-ish manner — cocksure and full of swagger — isn’t for everyone. It’s arguably what caused his venture-capital firm to implode in 2018. But his SPACs have delivered results, at least so far.
The first SPAC he raised with Osborne merged with Richard Branson’s Virgin Galactic in 2019 and now trades at $59, up from the standard offering price of $10. His five others also are well above $10, including the two that haven’t announced acquisitions yet — a testament to investors’ confidence and also to the central-bank largess that has inflated risk assets globally.
Critics contend SPACs are flawed and dangerous, with incentives that overwhelmingly favor sponsors and insiders at the expense of individual investors. Palihapitiya says he’s working with Credit Suisse Group AG on ways to reduce share allocations to hedge funds and to allow retail money to participate in so-called PIPE financings.
“On the deals that I do I take a 20% carry, and I think that I can find targets and find opportunities that will make that more than reasonable in the final analysis,” he said, adding that in every one of his SPACs, he has invested millions of dollars of his own money. The only reason he said he’ll ever sell any shares is to release cash for other endeavors.
Rise, Fall And Rise
In Silicon Valley, where his rise was meteoric and ultimately turbulent, everyone knows who “Chamath” is. It’s getting that way in financial circles, too. Not quite a “Jamie” or “Ray,” but on his way there.
Born in Sri Lanka, Palihapitiya emigrated to Ottawa as a boy. He worked part-time at Burger King to help his parents make ends meet. After getting a degree in electrical engineering from the University of Waterloo and trading derivatives for a year, he moved to California.
At Facebook, his responsibilities included the nascent mobile business and international markets. He left in 2011 to found Social Capital and took early stakes in Slack and SurveyMonkey. Palihapitiya also bought part of the Golden State Warriors basketball team in 2011, Bitcoin in 2012, Amazon.com Inc. shares in 2014 and Tesla Inc.’s convertible debt in 2015.
And then it all seemed to fall apart. His marriage dissolved, his key partners in Social Capital left and several investors balked at committing new funds. Many thought Palihapitiya had flamed out.
Three years later, he’s bigger than ever.
Palihapitiya estimates his wealth at somewhere between $10 billion and $15 billion, much more than public disclosures would suggest. Most of that — the insurance, software and health-care businesses he owns privately, his SPACs, the new seeding program he started for amateur money managers — will become part of the holding company he’s modeling on Berkshire.
One of Palihapitiya’s slogans is that only two things matter: inequality and climate change. He said investing in solutions for both is his mission at Social Capital. That’s why he’s also making a “huge bet” on securing critical supplies for lithium-ion batteries so the U.S. isn’t at China’s mercy in its efforts to tap green energy. He expects the effort to cost billions.
His populist appeal has won Palihapitiya millions of fans. Recently, it lent credibility to the rumor he planned to run for governor. While Palihapitiya is upset about everything from taxes to crime rates in California and is funding the #RecallGavinNewsom effort, he insists he has no intention of seeking office.
Instead, he said he’ll back candidates who share his centrist ideals and eventually plans to spend “hundreds of millions a year” building a machine that can rival the conservative influence of the Koch and Mercer families.
In the meantime, Palihapitiya says he has no plans to “cut and run” like the other billionaires fleeing his state, including Tesla’s Elon Musk and Oracle Corp.’s Larry Ellison. His strategy: be loyal, stay on brand, hide nothing.
“I make better decisions when I am authentic and transparent,” he said. “The best way to do that is just to be living my life out for everybody to see.”
Klein’s Churchill Said To Raise $1.68 Billion In Two New SPACs
Financier Michael Klein raised a combined $1.68 billion in initial public offerings of two new blank-check companies, according to a person with knowledge of the matter.
Churchill Capital Corp. VI raised $480 million, upsized from $400 million in the IPO, said the person, who asked not to be identified because the information wasn’t public yet. A second special purpose acquisition company, Churchill Capital Corp. VII, raised $1.2 billion after earlier planning to raise $1 billion, the person said.
A representative for Churchill Capital declined to comment.
One of Klein’s SPACs is in talks to take Lucid Motors Inc. public in a transaction that would value the carmaker at about $15 billion, Bloomberg News has reported. That SPAC, Churchill Capital Corp IV, closed trading Thursday at $31.50 a share, more than three times its $10 trust price.
JPMorgan Chase & Co. is leading the Churchill VI IPO, while Churchill VII is being advised by Citigroup Inc.
Baby Monitor Maker Owlet To Go Public Via Sandbridge SPAC
Baby monitor maker Owlet Baby Care Inc. said it was going public through a merger with a blank-check company backed by private equity firm Sandbridge Capital.
Lehi, Utah-based Owlet and Sandbridge Acquisition Corp. will have a combined value of $1.1 billion including debt after the deal is completed, according to a joint statement Tuesday that confirmed an earlier Bloomberg News report.
The combined company also raised $130 million in a private placement to support the transaction. Investors in the private placement include Fidelity Management & Research Co., Janus Henderson Group Plc, Neuberger Berman, OrbiMed Advisors, plus private funds affiliated with Pimco and Wasatch Global Investors.
Ken Suslow, the chairman and chief executive officer of the special purpose acquisition company, and Domenico De Sole, the chairman of menswear brand Tom Ford, will join the board after the merger.
Founded in 2013, Owlet makes cameras and monitors that help parents track their infant’s breathing, heart rate and sleep time, among other features. It also offer a sleep-training app, and is planning to launch a product aimed at pregnant women, its website shows.
Owlet’s owners, Eclipse Ventures and Trilogy Equity Partners will roll their stake in the company.
More dealmaking could be in the works for Owlet, its chief executive officer said in an interview.
“We intend to consolidate this market,” Owlet CEO Kurt Workman said. “We are working in the area of the connected nursery, software subscription content around parenting, and then expanding our capabilities in health care.”
Sandbridge Acquisition raised $230 million in September through an initial public offering. Units in the SPAC were down 3.6% at $11 at 9:57 a.m. in New York.
The special purpose acquisition company was started by Sandbridge Capital, a consumer-focused private equity firm with past investments in companies such as fitness company Hydrow Inc., outerwear-maker Rossignol and fashion marketplaces that are now publicly traded including the RealReal Inc. and Farfetch Ltd.
Sandbridge’s Suslow said the SPAC was attracted to Owlet’s core business, which he said was growing more than 50% a year with high margins in hardware. Plus, it has a strong brand equity with its customers and a high barrier of entry, he added.
“It’s got this great emotional connection with its consumer,” Suslow said, “which for us is gold, candidly.”
The deal has a 18-month earn-out period for half of the shares its founders would receive in the so-called promote, Suslow said, meaning the team will have to stay invested for that time frame to pocket the full fees.
Bank of America Corp. advised Owlet and Citigroup Inc. advised Sandbridge.
Activist Elliott Seeks $1.5 Billion In Two Blank-Check Listings
Activist investor Elliott Management Corp. filed on Friday to set up two special purpose acquisition companies raising a combined $1.5 billion.
Elliott Opportunity I Corp. is seeking to raise $1 billion, while Elliott Opportunity II Corp. is targeting $500 million, documents filed with the U.S. Securities and Exchange Commission show.
Both of the blank-check firms count Jesse Cohn and Gordon Singer as co-chairmen. Cohn and Singer — the son of Elliott founder Paul Singer — are managing partners at the activist investment firm.
Each unit of the SPAC comprises one Class A share and one-fourth of a redeemable warrant. While the vehicles can acquire targets in any sector, they plan to focus on technology companies, the filings show.
David Kerko, head of North America private equity at Elliott, and Isaac Kim, managing partner at the firm’s private equity affiliate Evergreen Coast Capital, are co-chief executive officers of the SPAC. Kerko, a former co-head of the technology group at KKR & Co., joined Elliott in 2021, the filing shows.
Elliott, which was founded by Paul Singer in 1977, had about $42 billion worth of assets under management at the end of December. The firm has pushed for changes at some of the world’s largest and most prominent companies, including Twitter Inc., SoftBank Group Corp. and AT&T Inc., among others.
Its private equity arm was launched two years ago and has acquired companies ranging from bookseller Barnes & Noble Inc. to tech companies like LogMeIn Inc. and Travelport Worldwide Ltd.
Credit Suisse Group AG, Citigroup Inc. and UBS Group AG are advising on the listings.
Michael Klein Hits The SPAC Jackpot With Reddit-Adored Lucid
Despite the big potential payday, the former Citi rainmaker can’t be entirely comfortable with the way shares in Churchill Capital IV have surged.
Having a $2 billion pot of cash is pretty nice but what if shareholders told you that cash is really worth about $15 billion? It sounds like a great problem to have, but it creates complications too.
This is essentially what’s happened to Churchill Capital Corp IV, the largest of Michael Klein’s seven special purpose acquisition companies. CCIV, the ticker by which the former Citi banker’s SPAC is known by Redditors and other retail fans, is at the center of the stock market’s latest bout of speculative mania. As with Tesla Inc., this one also involves an electric-vehicle company.
Churchill Capital IV raised a bit more than $2 billion in an initial public offering last summer by selling shares for $10 a piece, the standard price for most blank-check companies. Those shares now trade at $58, even before the SPAC has agreed a takeover or said what the terms of a deal might be.
SPACs are listed vehicles used to acquire promising companies, thereby taking them public. Most trade close to $10 at least until they’ve announced a merger, so what’s going on with Churchill?
Bloomberg News reported last month that Klein’s SPAC is in talks to merge with electric-vehicle company Lucid Motors Inc. Lucid hasn’t begun delivering vehicles yet, or disclosed financials, but its fans think it could mount a serious challenge to Tesla and Mercedes-Benz in luxury electric cars.
There are signs that a deal is near, with Reuters reporting that Lucid will be valued at about $12 billion and that Churchill has begun talks with investors about a concurrent capital-raising transaction, known as a PIPE. But Lucid and Churchill haven’t confirmed any of that yet, so investors bidding up the SPAC’s shares are taking a punt.
To me, $12 billion already seems a lot for a pre-revenue company, albeit one whose first model — the Lucid Air — is pretty desirable and whose British Chief Executive Officer Peter Rawlinson led the engineering for Tesla’s Model S. The implied valuation, however, is far higher. Based on where the SPAC shares are trading, shareholders believe Lucid is worth about seven times as much.
In a world where Chinese carmaker Nio Inc. is valued at $85 billion despite delivering fewer than 50,000 electric vehicles annually, and Tesla’s market capitalization is $750 billion, it seems that anything goes. Retail investors are driving Churchill’s shares higher, possibly in combination with opportunistic hedge funds, as happened with GameStop Corp.
CCIV has become one of the most discussed stocks on investor forums such as Stocktwits and a 17,000-member subreddit. Almost 240 million shares have changed hands in the last three trading sessions — remarkable considering only 207 million shares are tradable.
Klein, a former Citigroup Inc. rainmaker who’s raised about $7 billion across his SPACs, is an unlikely hero for amateur investors. He’s more discreet than rival SPAC star Chamath Palihapitiya, but can the Reddit romance last?
The biggest potential problem is that the more the Churchill price rises, the more Lucid will be tempted to renegotiate the terms of the deal, which might cause the SPAC’s price to fall, thereby burning the retail crowd.
And while Lucid is shaping up as one of the most lucrative SPAC deals so far, retail investors — as usual — aren’t the ones in line to make the truly big bucks.
First, consider the sponsor. Klein and his investment partners paid about $43 million for shares and warrants that are now worth roughly $4.7 billion by my calculation.
If Churchill follows the typical SPAC approach, it would split those returns three ways: a third to its financial partners, a third to members of Churchill’s brain trust (people like former Apple design boss Jony Ive and former Ford Motor Co. CEO Alan Mulally), and a third to Klein’s firm M. Klein & Co. The sponsor shares are usually subject to lockups and vesting criteria and their capital is still at risk. Still, it’s an astonishing jump in value.
Then there are hedge funds like Millennium Management LLC, Karpus Management Inc. and Citadel Advisors LLC who’ve made huge paper gains while taking no risk. Hedge funds often snap up SPAC units (shares plus free warrants) because they offer downside protection: Until a SPAC completes a deal, investors can redeem their shares and get their cash back. You’d imagine some arbitragers have already cashed in some of their Churchill profits.
Finally, consider the lucky participants in the concurrent $1 billion-plus capital raising (PIPE) transaction that Churchill is reportedly considering. It’s customary to price such deals at $10 a share, too, so if that happens the buyers would immediately realize huge paper gains because the SPAC’s share price is now $58. Retail investors wouldn’t benefit as only accredited investors get to participate in PIPE deals. Shareholder democracy, eh?
“I’d assume the $10 PIPE financing will be the most competitive deal of all time,” Julian Klymochko, CEO of Accelerate Financial Technologies Inc., which manages a SPAC-focused ETF, told me.
One reason tech companies have gone off regular IPOs is that they’re often mispriced. The massive “pop” on the first day of trading leaves the founders feeling shortchanged.
Merging with a SPAC gives the founders price certainty — they get to negotiate the deal value directly with the acquirer — but they still run the risk of underestimating demand for their shares. Lately, there’s been a big pop whenever SPAC deals involving electric-vehicle companies are announced.
What’s strange in Lucid’s case is that the pop has happened before a deal has even been signed. If it wanted, the carmaker could push for better terms — such as a smaller stake for Klein’s SPAC — or walk away and do a regular IPO at a much higher valuation. I doubt that’s going to happen, though.
First off, Lucid can’t be sure how “real” this investor enthusiasm is. Its valuation could tumble if frothy market conditions change: Tesla’s shares are already 10% below their peak. With Churchill, Lucid is guaranteed to raise at least $3 billion of capital.
Relations between the two sides must be pretty convivial, too. Lucid’s biggest shareholder is Saudi Arabia’s Public Investment Fund, and Klein is one of the kingdom’s most trusted financial advisers, having helped steer the listing of Aramco. This time he and the PIF are on opposite sides of the negotiating table, but neither gains if the SPAC’s shares collapse.
As Tesla’s many successful capital raisings have shown, it helps to have a sky-high valuation but it’s imperative to keep retail investors sweet. Disappoint them and they might find another electric-car company to rally behind. There are plenty around.
That’s changed recently with a lot of SPACs immediately trading at a premium to cash in trust. Still, even the really popular ones don’t tend to trade above $20.
The SPAC’s $2 billion pot of cash would in theory entitle it to a roughly 17% stake in the company at the valuation Reuters reported. But there’s a lot we don’t know about the transaction yet, so this is very back of the envelope stuff.
This filingshows the Churchill IV sponsor owns 51.75 million shares and 42.85 million private placement warrants. CCIV’s financial partners may own shares directly in the SPAC and PIPE, which aren’t included here.
Warehouse Robotics Provider Berkshire Grey To Go Public Through SPAC Deal
The agreement comes as ‘exploding’ e-commerce demand drives investor interest in supply-chain automation.
Logistics automation provider Berkshire Grey Inc. is planning to go public through a merger with special-purpose acquisition company Revolution Acceleration Acquisition Corp. that would value the robotics company at $2.7 billion.
The deal, the latest in a SPAC boom that is bringing technology companies to the market, is expected to provide Bedford, Mass.-based Berkshire Grey up to $413 million in cash. The business expects to have about $507 million in cash at the closing, expected in the second quarter.
Berkshire Grey shareholders Khosla Ventures, New Enterprise Associates, Canaan Partners and SoftBank Group Corp. will roll 100% of their equity into the combined company, the companies said Wednesday.
Berkshire Grey, founded in 2013, develops systems that use artificial intelligence, mobile robots and scanning, gripping and sensing technology to pick orders and speed goods through distribution centers. The business had $35 million in revenue last year and expects to generate $59 million in revenue in 2021 and become profitable in 2024.
Its customers include Walmart Inc., Target Corp. and FedEx Corp. The company will use the funding from the SPAC deal to accelerate growth and build new technologies for its core markets, said Chief Executive Tom Wagner.
The deal comes as the pandemic-driven surge in e-commerce sales is sparking intense investor interest in logistics and technology that can help expedite online orders to consumers. Wilmington, Mass.-based Locus Robotics Corp., which makes autonomous mobile robots that help workers pick orders, said this month that it raised $150 million in Series E funding that brings the company’s valuation to $1 billion.
Distribution operations that once relied largely on human labor are turning to automation as the pandemic and social-distancing requirements have made it harder to boost output by simply hiring more workers.
“E-commerce is just exploding,” said Revolution Acceleration Acquisition Chief Executive John Delaney, the former U.S. congressman from Maryland who co-founded the SPAC with AOL co-founder Steve Case. “We believe it is becoming mission critical for the supply chain—whether in retail, e-commerce, grocery, package handling or delivery—to embrace automation.”
Mr. Wagner said Berkshire Grey’s technology helped existing customers meet the flood of online orders during the pandemic without having to add additional shifts.
“They were able to flow the demand to the system at a time when it was very hard to upstaff and add people,” he said.
The robotics firm’s move is the latest in a series of such mergers that come as private companies look for ways to tap public markets for financing. Electric-vehicle startup Lucid Motors Inc. said Tuesday it was merging with a publicly listed “blank-check” firm in one of the largest such mergers announced so far.
Sorry Folks, The SPAC Party’s Over
With lots of SPACs now selling for less than their cash holdings, the tidal wave of money that’s propped them up may soon become a trickle.
Rising bond yields have been unkind to growth stocks. Their impact on the special purpose acquisition companies has been downright cruel. The SPAC boom has become the Spacpocalypse. Nobody should be surprised.
SPACs are listed cash-shells that merge with private businesses in order to take them public. They’ve become the dominant way for a company to raise equity finance in the U.S. — well over 200 new blank-check companies have raised a mind-boggling $70 billion so far this year, according to data compiled by Bloomberg.
The trend has attracted a laundry list of financiers, celebrities and sports people. There’s so much money sloshing around, and it’s been so easy and fun to reap riches with them, that sponsors no longer bother to give them imaginative names. A recent one is simply called Just Another Acquisition Corp.
As with every mania, prices became divorced from fundamentals. Now, the hangover’s kicking in: The IPOX SPAC index fell 20% since a February peak, meeting the technical definition of a bear market.
Given what’s happening in the bond market, investors have become unwilling to pay through the nose for speculative stocks. A future stream of earnings is worth less in today’s money if a higher discount rate is applied; higher rates also provide investors with other options for their cash.
Dozens of SPACs are now trading below the $10 price at which they sold shares. That’s more like how things should be. In a “normal” market, SPACs would sell for roughly the per-share value of the cash they hold, at least until they’ve announced a deal. Yet until recently many SPACs were immediately trading at a large premium to their cash holdings. That didn’t make much sense. Was it really likely they’d all find attractively priced deals that would justify paying so much?
Churchill Capital Corp. IV ($CCIV to its boosters on social media) traded as high as $65 before it revealed the terms of its deal with Lucid Motors Inc. Its shares have since fallen more than 60%.
Even with prices crashing like this, SPACs have so far been able to keep raising capital. However, their IPOs are no longer massively oversubscribed.
If freshly minted SPACs stop “popping” when they start trading, hedge funds will become a lot more discerning about which ones they furnish with money. As I’ve explained, arbitragers often flip SPACs for a quick profit and aren’t long-term shareholders. Falling prices could also make life harder for SPACs trying to complete acquisitions.
“The SPAC market has taken a real beating,” serial SPAC launcher Palihapitiya said on his podcast on Saturday. “If you have one or two more months of this where all of a sudden bonds look better… you’ll have a bunch of busted IPOs or mergers.”
With SPACs soaring too far for their own good, other hedge funds have begun shorting them, borrowing and then selling the stock in expectation the price will fall so they can buy it back cheaply and pocket the difference. SPACs that have completed deals and thus no longer enjoy downside protection are a favorite for the shorts. (Until a merger has gone through, shareholders can elect to redeem their SPAC holdings for cash and the interest that’s accrued.)
“Once they become operating companies, you’re seeing certain [ex-SPAC] securities that have bubble-like characteristics,” Jonathan Segal, co-chief investment officer of Highbridge Capital Management LLC told a JPMorgan Chase & Co. podcast last month. “We’re finding ways to make money on the short side in that space, and I think others probably are too.”
Muddy Waters Capital LLC launched a short attack on XL Fleet Corp., a commercial vehicle supplier, last week, while Hindenburg Research recently targeted Clover Health Investments Corp. Hindenburg didn’t actually short Clover, fearing a GameStop Corp.-like reprisal. Even so, Clover shares are trading more than 20% below the level at which the Palihapitiya SPAC it merged with sold shares.
Former SPACs have also announced disappointing financial results: Nikola Corp., which Hindenburg targeted last year, said it would produce fewer than 20% of the electric trucks it had planned to build this year. I’ve warned before about how the optimistic forecasts SPACs make may lead to disappointment.
There’s also been a broader reality check in early-stage electric vehicle stocks, one of the sectors that’s been most favored by SPAC sponsors. Quantumscape Corp. and Hyliion Holdings Corp., two former SPACs I’ve written about, have lost more than two-thirds of their value since peaking last year. It underscores what academics who’ve studied SPACs have been saying for a while: the performance of SPACs post-merger is often disappointing.
There are other factors signaling the end to this bull run. With all the money flowing into the sector, SPAC sponsors have become less generous: typically the blank-check units sold at IPO come with share warrants conveying the right to purchase the stock once it reaches a certain price. However, some SPACs have stopped including them, depriving the hedge funds of their free lunch. Insiders have been selling too: Palihapitiya sold a large chunk of Virgin Galactic Holdings Inc. stock last week.
The SPAC market has gone through cooling off periods before. The good news is that there’s less risk of losing money with SPACs trading closer to the value of the cash they hold. However, wannabe Wolfs of Wall Street still hoping to launch theirs could find they’re too late. The party’s over, at least for now.
‘Hey, Hey, Money Maker’: Inside The $156 Billion SPAC Bubble
This Wall Street craze is stretching all the limits and involves flying taxis, bikini GIFs and a rapper with a taste for champagne.
Whenever greed meets reality and giddy markets collapse, Wall Street pros usually admit that they sensed the end was coming. The warning signs were so familiar, they belatedly confess, that it was difficult to believe anyone could miss them. The chain of fools was running out.
This can’t last. Today those sober words are being whispered again in American finance, this time about one of the biggest money-grabs in the business, SPACs.
Who hasn’t heard about SPACs by now? Once dismissed as sketchy Wall Street arcana, these publicly traded shells are created for one purpose: to merge with real businesses that actually make money. Nowadays everyone who’s anyone seems to be doing one.
Sports figures like Alex Rodriguez and Shaquille O’Neal; former House speaker Paul Ryan; Wall Street rainmakers like Michael Klein — the list runs on. The count from the past 15 months stretches to 474 SPACs. Together, they’ve raised $156 billion.
Picture GameStop Redditor meets “Wolf of Wall Street,” and you get the idea. The celebrity-studded spectacle will either prove that SPACs — officially, special purpose acquisition companies — are transforming the way finance gets done, or that the market mania is spiraling out of control. Maybe both.
Privately, and increasingly publicly, financial professionals warn this will end badly for the investing public. To cynics, the only questions are when, and how badly. More and more members of the SPAC ecosystem — a matrix of hedge funders, private-equity dealmakers, bankers, lawyers and assorted promoters — see the excesses building. They point to you’ve-got-to-be-joking valuations, questionable disclosures and, most worrisome, a growing misalignment of interests.
On one side of the divide are the people minting SPACs and getting rich now. On the other side are the people buying into SPACs and hoping to get rich later. The Securities and Exchange Commission has been running up red flags.
The bad omens are all around. I called a private-equity executive who was eyeballing a list of 20-or-so SPACs, a mere week’s worth at the time. He figured five might be worth investing in.
Rodriguez, the baseball-shortstop-turned-entrepreneur, recently told Bloomberg Television that his goal was to build “the Yankees of SPACs.” The real estate billionaire Barry Sternlicht mused that a member of his domestic staff — his “very talented house manager” — probably could pull one off too. An analyst at a major bank told me he’s thinking about doing a SPAC. He asked, half-joking, if I wanted in.
“It’s just so easy,” he told me.
Cassius Cuvée is among the believers. He’s a hip-hop artist and self-professed cannabis and champagne enthusiast from Oakland, California. A friend turned him on to SPACs after the fantasy-sports site DraftKings Inc. stormed into the stock market with one, clearing the way for Richard Branson’s space-tourism company, electric-vehicle startup Nikola Corp. and the rest. Cuvée was so taken by the money that he laid down a track, “SPAC Dream.” His song made the front page of the Wall Street Journal. Its lyrics capture the mood:
I’m like a SPAC
What the hell’s that?
You get in on the ground floor
It paid big
So searched and then I found more…
“I’ve done better than I ever thought I would,” says Cuvée, who claims he’s got about $500,000 invested in 40 or 50 different SPACs. He took some lumps at first but brushed up by watching TV and scrolling Twitter. “Now I know what I’m doing,” he says.
How did we get here? Short answer: slowly, and then all at once. SPACs first emerged in the 1980s and for a long time were relegated to the pink sheets, where penny stocks lurk. Until recently, they were viewed mostly as a last resort for dealmakers looking to raise money.
The Covid-19 pandemic changed all that, as it has so many things. On today’s work-from-home Wall Street, traditional roadshows — those traveling, if-it’s-Tuesday-it-must-be-Dallas sales pitches for new stocks and bonds — have become scarce. Rock-bottom interest rates have fueled the historic “everything rally” in equities, Bitcoin, what have you. Propelled by greed and boredom, millions of amateur investors, cheered on by social media, have piled into meme stocks like GameStop — and SPACs.
The numbers tell the story. In 2019, 59 SPACs raised $13.6 billion. In 2020, those figures leaped to 248 and $83.3 billion. So far this year, the totals are already at 226 SPACs and almost $73 billion, with SPACs making up more than 70% of the IPO market. Along the way, prominent financial players like Apollo Global Management Inc. and KKR & Co. have lent SPACs the legitimacy they long lacked.
Naturally, SPACs that can find great private companies to buy will pay off for all concerned. They typically have two years to pull off a deal and enable businesses to bypass the laborious, details-heavy process of reaching the stock market via old-fashioned initial public offerings.
Among the biggest of late: electric-vehicle maker Lucid Motors Inc., which, amid much hoopla on Reddit, merged with a SPAC founded by Klein. The combined value at the time quickly rose to roughly $57 billion — bigger than Ford Motor Co.
The dangers are the usual ones, whether the investments in question are meme stocks, dotcoms, subprime mortgages or tulip bulbs: greed and hubris. Fund managers say some SPACs are betting on companies that not long ago were struggling to raise money from risk-loving private investors. It’s become a sellers’ market: some businesses are going from one SPAC to another, shopping for better terms. Bankers have a term for the play: a SPAC-off.
“People have made a ton of money, and they don’t realize it’s not sustainable,” says Sahm Adrangi, founder and chief investment officer at Kerrisdale Capital Management, a New York-based hedge fund that makes short bets against companies, including SPACs.
The aircraft stands poised, six black propellers turned skyward, gauzy light glinting off its silvery skin. Twin-tailed and blimp-shaped, it might look at home in a galaxy far, far away, in the “Star Wars” universe.
For now, from a business perspective, it’s about as real as a Jedi.
The futuristic electric craft — or at least the artist rendering of it on the internet — is the brainchild of a young company called Archer Aviation. Its plan is to build helicopter-type vehicles that can whisk passengers quickly and quietly above Earth-bound traffic for the price of a $50 Uber. “The flight of a lifetime, every day,” its website promises.
A money manager at a brand-name investment firm told me that Archer came to him last year looking for private financing. He passed. In fact, he didn’t even take a meeting. As he pulled up a PowerPoint outlining the proposal, he remembered why: to him, the company looked more like a science project than a business.
Such skepticism aside, Archer Aviation nonetheless has managed to land on the venerable New York Stock Exchange as if it were a Boeing or Airbus. It got there via a SPAC orchestrated by Ken Moelis, another prominent dealmaker, who has started to raise money for three other SPACs.
Archer’s good fortune is a testament to SPACs, also known as blank-check companies. SPACs have a lot of wiggle room in valuing the businesses they buy. Unlike traditional IPOs, where financial results are in focus, SPACs can base entire deals on projections.
When I reached out, a spokeswoman for Archer said it’s been testing an 80%-to-scale prototype at private airfields in California. It hasn’t carried pilots or passengers. The company says it will turn out 500 flying taxis by 2026.
United Airlines has promised to buy at least 200, provided a range of conditions are met, to spirit passengers from Hollywood to Los Angeles International Airport. Archer says it’s the only company in its space — that is, electric vertical takeoff and landing aircraft, or eVOTL — that has secured a commercial contract for orders. It also has a major auto manufacturing partner with plans to make electric cars.
That, essentially, is enough for a SPAC.
The math is jaw-dropping. Only last April, a round of seed funding valued Archer at $16 million. Moelis’s deal has placed a higher value on the company: $3.8 billion. In other words, in less than a year, the valuation has jumped 23,650%.
“There are a significant number of SPACs betting on concepts, rather than looking at real and projectable revenues,” Mark Attanasio, co-founder of the $30 billion Crescent Capital Group and principal owner of the Milwaukee Brewers, said of SPACs broadly. Crescent, naturally, has a SPAC too.
A woman in a navy blue thong-bikini swims by in slow motion, her derriere framed amid a swirl of bubbles. The subject of this GIF and accompanying Twitter post: Lucid Motors, the would-be Tesla of the SPAC world.
“This stock gives me a hard-on,” wrote the anonymous poster, who goes by the handle Dr. SPAC. “Am I allowed to say that?”
Dr. SPAC’s Twitter feed is one of countless social-media accounts fueling the SPAC boom. Many have tens of thousands of followers. Dr. SPAC has 28,000.
Dr. SPAC’s avatar is three cartoon-ish money bags. His profile says he’s an experienced investor with over 20 years in the business. It adds that his posts are “for entertainment purposes only.”
Among Dr. SPAC’s fans is the hip-hop artist Cuvée, who celebrates some of the popular new SPAC-centric voices in “SPAC Dream”:
I followed Dr. SPAC and SPACWatch
I see yeah…
The field also includes SPAC Tiger, SPAC Guru, SPACzilla and Bill SPACman (a nod to the billionaire investor Bill Ackman, whose new SPAC has gained 30% percent while still searching out a deal).
I direct-messaged SPAC Guru, asking to talk. He got back in one minute.
Six months ago, SPAC Guru told me, he had one follower on Twitter. Now, he has more than 75,000. He declined to divulge his identity, saying people on the internet can be crazy and unpredictable. He did say he was a retired investment banker and spends his days at a desk with nine screens, managing money for himself, his elderly mother and his teenage son. He drums up interest in SPACs by directing followers to everything from regulatory filings to Harvard Law Review articles.
SPAC Guru said he’s had followers tell him they’ve made enough money from SPACs to pay off their mortgages, dig out from under credit-card debt or put a family member through college.
“When the sun is out, you make hay,” SPAC Guru told me.
Exuberance aside, the history of SPACs isn’t on the side of the investing public. According to Bain & Co., 60% of SPACs that acquired businesses between 2016 and 2020 have lagged the fast-rising S&P 500. As of late January, about 40% of these SPACs were trading below their starting prices.
Some SPACs have fared better — much, much better. DraftKings, which turned Cassius Cuvée’s head, has soared almost 450% since its SPAC deal was announced in late 2019.
But many others have done worse, despite seemingly illustrious pedigrees. One SPAC associated with Martin Franklin, an industry veteran who has raised six SPACs over the years, bought a struggling Spanish media company a decade ago that’s been virtually wiped out.
Another, backed by billionaire Tilman Fertitta and Wall Street grandee Richard Handler, similarly crashed after acquiring Waitr, a would-be Grubhub Inc. The result has been a class-action lawsuit. No one in the SPAC game thinks this suit will be the last.
However acquisitions actually pan out, the odds favor SPAC sponsors and their Wall Street enablers. Sponsors typically collect a 20% bounty, known in the trade as the “promote,” as well as other perks that help minimize their downside.
Take Lucid, the EV startup. As part of its SPAC deal, Klein and his partners received 51.75 million shares, and bought 42.85 million warrants at $1 a piece. At going market prices, their stock is worth about $1.26 billion. They stand to make $553 million more on the warrants.
Enthusiasm was so high that several big investors told me they had to decide within a day whether to put money down or not, with no chance for the usual follow-up questions. No sooner did Lucid confirm its deal than the company announced its first model would be delayed until the second half of 2021. The stock promptly swooned.
Klein, for his part, just finished raising his seventh SPAC. He didn’t return telephone calls seeking comment.
“The economic incentives for serial SPAC sponsors are that if they win one and lose one, they usually still win,” Crescent’s Attanasio says of the industry.
The economics are also good for Wall Street banks. They collect lucrative fees for advising SPACs, providing still more incentive to keep the SPAC game going. Citigroup, for instance, has collected about $200 million in recent years for advising on various Klein SPACs.
Only a year ago, as the pandemic roiled world markets, shut down economies and emptied skyscrapers in New York, London and Hong Kong, few would have predicted that SPACs would explode. Today, many sense the jig will soon be up — that time is running out.
The SEC has been making noises about SPACs for months now. After warning about potential problems in September, the agency came back in December with new guidance for clarifying potential conflicts and exactly how much money SPAC sponsors stand to make.
“The rapid increase in the volume of SPACs represents a significant change, and we are taking a hard look at the disclosures and other structural issues surrounding SPACs,” said John Coates, acting director of the agency’s Division of Corporation Finance.
Sober-Minded Bankers Foresee This End:
In 12 or 18 months, as today’s crop of SPACs approaches the end of its 24-month lifecycle, some founders will stretch for acquisitions rather than hand money back to investors. Having to lock down deals, whatever the terms, will bring an end to the days of easy money. Eventually, much of the market will be washed out.
“In the rush to get deals done, you hate to say this, but people will cut corners on due diligence,” Greg Belinfanti, an executive at One Equity Partners, said at a recent Bloomberg New Voices virtual event.
Many SPAC buffs predict a kind of Biblical deluge, with an Ark only big enough for Wall Street A-listers. SPACs, many say, will once again fade into the background, overshadowed by IPOs or whatever shiny new thing comes along.
“Whatever stops this bull market will lay its first sights on SPACs,” says Steven Siesser, a partner with law firm Lowenstein Sandler. “They’ll be the first casualty.”
Until Then, Cassius Cuvée Will Keep Rapping The SPAC Anthem:
See me chasin’ paper,
I’m a money maker
See me chasin’ paper,
I’m a money maker
See me chasin’ paper,
I’m a money maker
Hey, hey, money maker
SPAC Pioneers Reap The Rewards After Waiting Nearly 30 Years
Blank-check companies have raised more than $70 billion this year; their co-creator once feared the SPAC wouldn’t make it.
The flashiest trend in finance traces back three decades to a pair of old law-school buddies. Now, they are finally cashing in.
Investment banker David Nussbaum and lawyer David Miller —known to each other as “Nuss” and “Miller”—invented the special-purpose acquisition company in 1993 to give private firms another way to access everyday investors. SPACs were rarely used and obscure for much of their careers, but are now all the rage—attracting the biggest names in finance, technology and entertainment. Messrs. Nussbaum and Miller have never been busier.
“It’s taken me 27 years to become an overnight sensation,” said Mr. Nussbaum, a 66-year-old from Roslyn, N.Y., on Long Island, who co-founded the SPAC-focused investment bank EarlyBirdCapital Inc.
Also called blank-check companies, SPACs are shell firms that list on a stock exchange with the sole purpose of combining with a private company to take it public. They have become a popular way for startups to access individual investors and a cash cow for the wealthy individuals who create them. SPAC founders now include everyone from hedge-fund manager William Ackman to former baseball player Alex Rodriguez.
SPACs have raised nearly $75 billion this year and now account for more than 70% of all initial public offerings, up from 20% two years ago and a negligible total for much of the past 20 years, according to Dealogic.
The products’ sudden ubiquity has been jarring for Messrs. Nussbaum and Miller, who watched their product struggle for nearly three decades. Many on Wall Street were suspicious of SPACs because their predecessors were called “blind pools” and tied to penny-stock fraud in the 1980s.
Messrs. Nussbaum and Miller met at New York University Law School in the late 1970s before going on to work at law firms. Mr. Nussbaum decided to open his own brokerage in the late 1980s, then was involved in a blind-pool deal that inspired him to begin work on the SPAC.
In the early 1990s, the Davids spent over a year working with regulators to install protections for investors and other changes to prevent fraud before completing the first blank-check firm. Among them were the right for a SPAC’s investors to get their money back before a merger with a private company goes through. They also beefed up disclosure requirements ahead of such deals. Those features are now touted by blank-check company bulls.
Still, SPACs struggled to compete with traditional initial public offerings and other methods for raising money until splashy names like sports-betting firm DraftKings Inc. started using them to go public in recent years and more startups began using them to make projections to investors—something that isn’t allowed in a traditional IPO.
“It’s become bigger than anyone expected,” said Mr. Miller, a 66-year-old from Queens, N.Y., who is managing partner at law firm Graubard Miller and still has stacks of regulatory documents from the first blank-check companies because they were created before Securities and Exchange Commission filings were digitized.
Even though shares of many SPACs and companies that have merged with them have struggled lately, DraftKings and other popular stocks like electric-car battery company QuantumScape Corp. are still up about 55% or more in the past six months. An index of companies that recently went public is up more than 30% in that span.
Graubard Miller has a 10-person corporate law department and has been involved with about $6.3 billion of SPAC deals so far this year, according to data provider SPAC Research, already topping its 2020 total and making it one of the top 10 advisers in the sector along with much bigger law firms on Wall Street.
Bankers and lawyers earn fees when blank-check companies are created and when they complete deals to take private companies public. They can also make money helping SPACs raise additional funds to acquire startups.
Mr. Nussbaum’s 25-person investment bank is also benefiting from its co-founder’s role in forming the SPAC. Nearly all of EarlyBird’s business is from SPACs, and it has been involved in creating blank-check firms worth $2.3 billion so far in 2021, eclipsing its total from last year and keeping the company among the 15 most active banks in the area. Whenever EarlyBird does a SPAC transaction, every employee gets a bonus, Mr. Nussbaum said.
Critics of the blank-check boom warn that the high volume of deals done by smaller banks is a signal that the SPAC surge has gone too far because those deals often feature less heralded investors and companies.
The firms that have recently become worth billions of dollars in SPAC deals involving Messrs. Nussbaum and Miller include agricultural-technology company AppHarvest Inc. and electric-car battery maker Microvast Inc. Both men say their experience is helping them reel in more mergers.
“I am really happy for them,” said Arthur Spector, a venture capitalist who ran the first SPAC Messrs. Nussbaum and Miller worked on in 1993. “They put in a huge amount of work and from some people took a lot of grief.”
The blind-pool deal that prompted Mr. Nussbaum to begin work on SPACs in the 1990s took toy maker THQ Inc. public. THQ shares initially soared thanks to the popularity of a game tied to the movie “Home Alone”—the company eventually went bankrupt many years later—inspiring Mr. Nussbaum to look more closely at the blind-pool structure.
Shortly after that deal, he contacted Mr. Miller to add more investor protections to the process. Those changes eventually led to the 1993 SPAC—Information Systems Acquisition Corp. The company raised $12 million and eventually combined with a software firm. That company was later acquired by HP Inc.
Messrs. Nussbaum and Miller initially had a trademark on the name “SPAC,” prompting others to create similar vehicles with different acronyms like “SPARC” and “TAC.” The founders eventually let others use “SPAC” and more were created, but the dot-com boom of the late 1990s made traditional IPOs more popular and blank-check firms fell out of favor.
At the time, Mr. Miller wondered if SPACs were a “one-trick pony” that might go away completely. He and Mr. Nussbaum continued working on traditional IPOs and other deals. In 2000, Mr. Nussbaum co-founded EarlyBird Capital.
Following the internet bust, Mr. Spector approached Messrs. Nussbaum and Miller about doing the first SPAC of the new millennium.
Blank-check companies briefly took hold in the mid-2000s as larger stock exchanges began listing SPACs and big-name investors like Nelson Peltz used them as deal-making tools, but the financial crisis again interrupted the volatile market.
Investor returns in SPACs were muted until early-stage, high-growth companies like space-tourism firm Virgin Galactic Holdings Inc. started merging with them in 2019, a key shift that returned blank-check firms to their original purpose, Messrs. Nussbaum and Miller said.
Both men said they now plan to work until it is no longer fun. Like others on Wall Street, they acknowledge that the current pace of SPAC activity isn’t sustainable. But for now, they are thrilled after overcoming years of resistance.
“The reputational disadvantage SPACs had is dissipating dramatically,” Mr. Nussbaum said.
SPAC Wipeout Is Punishing Followers of Chamath Palihapitiya
Just as Chamath Palihapitiya was the face of the SPAC frenzy that gripped financial markets at the start of the year, he is today the face of the bust.
All six of Palihapitiya’s Social Capital Hedosophia-linked blank-check companies, including three that already completed mergers, have plunged more than the broader SPAC market since it hit its peak in mid-February. One of them — Virgin Galactic Holdings Inc., a space tourism business that’s backed by Richard Branson — is down more than 50%. All of these losses are greater than the 23% average decline in SPACs, as measured by the IPOX SPAC Index, over that time.
The collapse in special purpose acquisition companies — oddball financial structures with a niche role in markets before the recent boom — came as part of a broader cooling of speculative mania in markets. Just a couple weeks earlier, the fever in meme stocks had finally broken. So, too, in penny stocks. Too much supply is part of what did SPACs in. Dozens of new deals — many of them minted by celebrities — were hitting the market each and every week.
Days before the rout began, Palihapitiya, a 44-year-old venture capitalist with a flair for self-promotion, proclaimed he was poised to be the Warren Buffett of his generation. “Nobody’s going to listen to Buffett,” he said in a Feb. 8 Bloomberg “Front Row” interview. “But there has to be other folks that take that mantle.”
Social Capital didn’t respond to requests for comment.
To be fair, almost all of Palihapitiya’s SPACs are still up since their market debuts.
Palihapitiya distanced himself from Virgin Galactic, the product of his first merger. He offloaded shares worth about $213 million in March to fund what he said would be an upcoming investment to help fight climate change.
That sale came a month after he said he’d only part with shares in any of his SPACs in the rarest of circumstances.
“If I could really just go for it, I wouldn’t sell a share of anything I buy because I believe in it,” during the “Front Row” interview. “But every now and then, I run into liquidity constraints, like everybody else.”
To Palihapitiya’s credit, just Clover Health Investments Corp. currently trades below its initial $10 unit price. Its fall was brought on when the company said that the Securities and Exchange Commission was looking into a report accusing the health-insurer of misleading investors when it went public. Clover Health shares rallied Friday, gaining 20% as chat rooms and social media boards identified it as a candidate for a potential short squeeze.
The former Facebook Inc. executive made himself the face of the SPAC renaissance. He raised more than $4 billion via blank-check firms using an out-sized personality to promote his investments and tout his financial savvy on Twitter.
Early in $FB (2007)
Early in @warriors (2011)
Early in #Bitcoin (2012)
Early in $AMZN (2014)
Early in $TSLA (2015)
Early in #SPACs (2017)
What’s the pattern?
Prioritize non obvious, well reasoned decisions that, if right, will refute conventional wisdom.
— Chamath Palihapitiya (@chamath)
April 11, 2021
For investors who opted to align with a veteran from Silicon Valley at the height of a frenzy over the cadre of celebrities, athletes and politicos that jumped into the space, it’s been Palihapitiya’s SPACs that have been among the worst bets. His three open SPACs are all in the bottom 20th percentile for returns since the market top.
SPAC Hot Streak Put On Ice By Regulatory Warnings
SEC steps up scrutiny of accounting and growth projections for newly public startups.
Investors are cooling to one of the hottest bets on Wall Street as new regulatory scrutiny of special-purpose acquisition companies cuts the flood of new issues to a trickle while share prices tumble.
SPACs have raised about $100 billion so far this year, more than last year’s record of $83.4 billion, which itself was more than the amount raised in the nearly 30-year history of these blank-check companies.
The market notched another record on Tuesday, when Grab Holdings Inc., the Southeast Asia ride-hailing, food-delivery and digital-wallet group, said it would go public via a SPAC deal at a valuation of nearly $40 billion.
Critical comments from regulators appear to be scaring off some investors and new offerings. Until last month, roughly five new SPACs hit the stock market every business day in 2021. In the past three weeks, 12 new SPACs have started trading, SPAC Research data show.
The slowdown comes as other assets such as stocks and cryptocurrencies are at or near records. SPACs are among the market’s worst performers lately.
SPACs are blank-check firms formed for the purpose of merging with a business and taking it public. They have proliferated as a faster alternative to initial public offerings, giving many risky, young companies an opening to raise large sums of money and sell shares to the public.
Over the past two weeks, the Securities and Exchange Commission, which was largely silent about SPACs through most of last year, questioned the optimistic revenue projections used by startups that are merging with SPACs. An SEC warning that could require some SPACs to restate their financial results put the brakes on some new offerings.
“The SEC effectively has now come in and stopped the party,” said Matt Simpson, managing partner at Wealthspring Capital and a SPAC investor.
Another factor is the confirmation Wednesday of Gary Gensler as SEC chairman. He is expected to take a tougher stand on financial regulation than his recent predecessors.
Some people involved in SPACs believe the SEC is trying to cool off the market. “There is a pattern of making public announcements that is seeming to have a chilling effect,” said Douglas Ellenoff, a partner at Ellenoff Grossman & Schole LLP, who has worked on hundreds of blank-check listings.
Regulators have been concerned about the SPAC frenzy leading to deals that ultimately burn investors, according to people familiar with the SEC’s thinking. The concern stems from SPACs’ unusual structure: They need to find a company to buy, usually within two years, or give their cash back to investors. There are about 430 blank-check companies seeking private firms to take public.
While some SPAC deals have soared, overall the sector is struggling. An exchange-traded fund that tracks SPACs is down more than 25% from its peak in February. Speculative stocks such as electric-vehicle startups Fisker Inc. and Canoo Inc. that went public through SPAC mergers have tumbled.
Potential scandals involving other SPAC companies such as electric-vehicle startups Nikola Corp. and Lordstown Motors Corp. have soured investors and worried regulators.
The SEC blindsided the SPAC market this week with a warning that some companies may have to restate their financial results because of the way they accounted for warrants, which are instruments that give investors a right to buy more shares in the future. The SEC hadn’t opposed the accounting treatment before.
Warrants are a key part of how early SPAC investors make money on the deals. While the change doesn’t affect businesses’ operations, it has effectively paused the IPO process for roughly 260 blank-check companies that have filed to go public. The pace of filings for new SPACs is also slowing down.
The problem emerged after Luminar Technologies Inc., which went public through a SPAC merger, asked the SEC whether warrants should be classified as equity or liabilities, according to people familiar with the matter and securities filings.
Hundreds of SPACs must now review whether they might need to restate their financials after the SEC released its new position on the accounting rules, lawyers say. Luminar disclosed Wednesday that it reclassified its warrants as liabilities.
Two midsize accounting firms, WithumSmith+Brown P.C. and Marcum LLP, accounted for 90% of all SPAC audits from January 2010 to September 2020, according to data from research provider Audit Analytics. The Big Four accounting firms audit nearly every member of the S&P 500, and about 49% of all public companies, according to Audit Analytics.
WithumSmith declined to comment. Marcum Chief Executive Jeffrey Weiner said the SEC’s position runs counter to years of practice and that many in the accounting industry disagreed with that view.
Regulators are questioning the rosy financial outlooks provided by some companies that merge with SPACs. Companies doing traditional IPOs generally don’t make projections about the future, but companies that use SPACs can.
The SEC is concerned some of them might go too far. In January, the SEC asked Ouster Inc., which makes sensors for self-driving cars and other machinery, to better explain how it projected to go from just $12.5 million in revenue in 2020 to nearly $1.6 billion by 2025.
In December, the regulator asked a plastics recycling firm, Purecycle Technologies Inc., to disclose and explain projections it had alluded to in a filing. The company revealed that it planned to go from zero revenue this year to $2.3 billion in revenue by 2027.
Some companies, including electric-car-technology startups Canoo and Romeo Power Inc., have slashed their projections or changed strategies since going public via SPACs.
Hedge Fund Giant Warns of SPAC Blowup After Betting $1 Billion
Hedge fund giant Marshall Wace is ringing alarm bells about the booming SPAC market after building up long and short bets on blank-check companies that total more than $1 billion.
The life cycle of SPACs, or special purpose acquisition companies, is riddled with “perverse incentives” for investors, sponsors and the companies using the shortcut route to come to market, Paul Marshall, co-founder of the investment firm, told his investors in a newsletter. SPACs have delivered “awful returns” and most recent issuances will be no different, he said.
“The SPAC phenomenon will end badly and leave many casualties,” Marshall said, while disclosing that the firm has more than $1 billion of gross exposure to SPACs in its flagship $21 billion Eureka hedge fund.
The billionaire wasn’t holding back. The SPAC structure could even have been designed to encourage “the bezzle,” he said, referencing a term coined by economist John Kenneth Galbraith to describe the period in which an embezzler has stolen money but the victim doesn’t yet realize it.
The warning follows a stampede to list SPACs — more than 300 raised in excess of $100 billion this year alone — that’s sparked scrutiny and regulatory overhang. Last week, U.S. regulators cracked down on how accounting rules apply to a key element of blank-check companies, which raise money through IPOs and seek private companies to merge with.
A spokesman for London-based Marshall Wace, which manages $55 billion, declined to comment.
Marshall, who has previously lost money betting on SPACs, said the current frenzy that’s also swept up retail investors presents a money-making opportunity. The firm owns or has owned “almost every SPAC” on the long side and is now also betting on their prices to collapse.
“We have increasing exposure on the short side as the SPACs go ex-deal and the low caliber of the deals, and even the potential for bezzle, becomes apparent,” he said.
The party may have indeed peaked. The U.S. Securities and Exchange Commission last week set forth new guidance that warrants, which are issued to early investors in SPACs deals, might not be considered equity instruments and may instead be liabilities for accounting purposes. The regulator had also warned listing candidates that structuring as a SPAC isn’t a way to avoid disclosing key information to investors.
SPAC Selloff Bruises Individual Investors
Investors retreat from companies that have gone public through blank-check firms, including Virgin Galactic.
Shares of special-purpose acquisition companies and firms they have taken public are tumbling, punishing individual investors who piled into the once-hot sector.
The Defiance Next Gen SPAC Derived Exchange-Traded Fund, which tracks companies that have gone public through SPACs along with SPACs that have yet to do any deals, has fallen about 30% in the past three months and recently hit a six-month low.
Popular firms tied to the sector such as electric-car-battery company QuantumScape Corp. and space-tourism firm Virgin Galactic Holdings Inc. are down 50% or more during that span. SPACs listing splashy firms such as electric-car startup Lucid Motors and personal-finance company Social Finance are also taking a beating.
The reversal highlights the risks that come with popular speculative trades. It is occurring as investors retreat from technology stocks amid fears that rising inflation will force the Federal Reserve to end its easy-money policies more quickly than anticipated.
Those concerns make wagers on rapidly growing companies less appealing. Those related to SPACs have been among the worst hit by the selloff and have been battered by signals that regulators are increasing scrutiny of so-called blank-check companies.
The swift change in momentum for what was one of the winter’s hottest investments shows how quickly volatile assets from startups to cryptocurrencies can inflict pain on traders. Early this year, nearly all SPACs were rising, even when there was little fundamental reason behind the gains.
Former athletes and celebrities from Alex Rodriguez to the singer Ciara are involved with SPACs, which made stars out of prolific deal makers such as venture capitalist Chamath Palihapitiya. Now, nearly all companies tied to the space are in a uniform free fall, engulfing names backed by even the most popular SPAC creators.
“It’s nothing short of a slaughter,” said Garrick Tong, a 42-year-old physician in Southern California who has more than half of his six-figure portfolio tied to SPACs. Its value has fallen about 30% from a February peak. Some of his biggest holdings include blank-check companies that are taking Lucid, SoFi and Rocket Lab USA public.
SPACs are shell companies that list on an exchange with the sole purpose of acquiring a private firm to take it public.
The private company, often a startup, then gets the SPAC’s place in the stock market. Many individuals view SPACs as a way to get in early with exciting companies of the future—and companies that go public through a SPAC are allowed to make rosy projections that aren’t allowed in a traditional initial public offering. Blank-check firms have raised a record $103 billion this year, according to data provider SPAC Research.
Mr. Tong trades shares of SPACs as well as more-complex investments including options and warrants, both of which give traders the right to buy or sell the underlying shares at specific prices in the future. When warrants are exercised, the underlying shares underpinning the warrants are issued by the company. With options, they typically come from another investor.
Several SPAC-related companies were among the most heavily traded stocks on brokerages such as Robinhood Markets Inc. earlier this year. The outsize trading activity coincided with gains in shares of videogame company GameStop Corp. and other popular stocks but has now turned into a rout for some investors who didn’t sell.
The losses lend credence to the idea that SPAC mergers enrich insiders through unique incentives while often sticking individual investors with losses if shares struggle, skeptics say. SPAC creators are typically protected by the right to buy a large chunk of shares at a steep discount, while savvy professional investors often quickly sell their SPAC shares before deals are completed to minimize losses.
Still, even SPAC insiders have seen their massive paper profits slashed in recent weeks. The selloff could also complicate valuations for SPAC mergers that have been announced but not yet completed.
One reason for the volatility is that many investors such as Mr. Tong have used options and warrants to amplify their SPAC wagers. Both options and warrants are much more volatile than underlying shares, and frenzied trading in them can exacerbate stock moves in either direction. Heavy options activity in SPACs such as Churchill Capital Corp. IV, the blank-check firm taking Lucid public, helped fuel the sector’s rise but is now likely contributing to its retreat, analysts say.
The declines in shares tied to SPACs since mid-February coincide with outflows from ETFs tied to the space and a drop in stock-market and options trading activity by individual investors in March and April after such activity boomed to start the year, according to data compiled by JPMorgan Chase & Co.
Some investors seem to have moved on from stocks related to the SPAC sector to cryptocurrencies, analysts say, while others such as Jeremy Chavis are simply favoring different stocks. The 31-year-old project engineer for a construction company has a roughly $100,000 investment portfolio and has liquidated nearly all of his positions tied to SPACs and companies they take public.
He had as much as about $12,000 tied to the space in recent months. With the rally reversing, the San Luis Obispo, Calif., resident is instead favoring beaten-down value stocks, penny stocks and companies tied to the energy sector that he thinks can log fast gains.
“The party really is over” for SPACs, he said.
Mr. Chavis is also an active cryptocurrency trader, identifying with the millions of younger traders who have been at home during the Covid-19 pandemic and increasing their investing activity in search of quick fortunes.
While the depressed prices are opening opportunities for bargain-seeking investors, some analysts expect the turbulence to continue until sentiment shifts again. For now, conditions seem ripe for the fallout from the speculative excitement to continue, investors said.
“There’s absolutely a herd mentality,” said Mark Yusko, chief executive of hedge fund Morgan Creek Capital Management, which helps manage the Morgan Creek-Exos SPAC Originated ETF. It is is down roughly 30% in the past three months. “You have the recipe for these parabolic moves both on the upside and the downside,” he said.
Bullish Set For Public Listing Through $9B Merger With Ex-NYSE President’s SPAC
The deal is expected to be completed by the end of 2021.
Crypto exchange Bullish is set for a public listing through a merger with the special purpose acquisition company Far Peak Acquisition, led by former New York Stock Exchange President Thomas Farley. He will become CEO of Bullish.
* The deal is expected to be completed by the end of 2021 and will see Bullish list on the NYSE, Bullish said Friday.
* At $10 a share, the merged company has a pro forma equity value of $9 billion, subject to the value of crypto assets when the deal closes.
* Talks for a SPAC merger were reported in June with some suggestions that the deal could value Bullish at $12 billion.
* Bullish is backed by a number of prominent investors including PayPal co-founder Peter Thiel and digital asset manager Galaxy Digital.
* The crypto exchange was unveiled in May as a subsidiary of Block.one and capitalized with more than $10 billion in cash and digital assets, including 164,000 BTC (-2.73%).
* SPAC mergers are a common way for crypto companies to go public, with exchanges like eToro and lending fintech SoFi following this route.
Which Crypto Firms Will Follow Coinbase, Circle Into the Public Markets?
The deal is expected to be completed by the end of 2021.
Crypto exchange Bullish is set for a public listing through a merger with the special purpose acquisition company Far Peak Acquisition, led by former New York Stock Exchange President Thomas Farley. He will become CEO of Bullish.
- The deal is expected to be completed by the end of 2021 and will see Bullish list on the NYSE, Bullish said Friday.
- At $10 a share, the merged company has a pro forma equity value of $9 billion, subject to the value of crypto assets when the deal closes.
- Talks for a SPAC merger were reported in June with some suggestions that the deal could value Bullish at $12 billion.
- Bullish is backed by a number of prominent investors including PayPal co-founder Peter Thiel and digital asset manager Galaxy Digital.
- The crypto exchange was unveiled in May as a subsidiary of Block.one and capitalized with more than $10 billion in cash and digital assets, including 164,000 BTC.
- SPAC mergers are a common way for crypto companies to go public, with exchanges like eToro and lending fintech SoFi following this route.
Bankers Win The SPAC-Fee Grand Slam
It’s been very lucrative for Wall Street to advise blank-check companies. Disclosing potential conflicts is good, avoiding them would be better.
Gary Gensler, the U.S. Securities and Exchange Commission’s new chair, meant what he said. After months of warning investors not to dive into special purpose acquisition companies just because they’re backed by a celebrity and promising more scrutiny, the regulator on Tuesday took the rare step of sanctioning a SPAC and its merger target — a space-cargo firm — for misleading investors.
The SEC sued over allegations that the target, Momentus Inc., had lied about its technology and the fact it had been “successfully tested” in space, statements its SPAC sponsor, Stable Road Acquisition Corp., then repeated in public filings without the necessary due diligence. The companies and Stable’s chief executive officer settled without admitting or denying the agency’s claims, while Momentus’s former CEO is fighting the allegations.
The move is a warning to the whole ecosystem that’s facilitated the frenzy for SPACs, shell companies that raise money in an initial public offering and then find a promising company with which to merge. Heralded as a quicker way to go public great for companies that don’t have a track record, the process allows them to pitch their future potential with rosy projections that in some cases have quickly proven overly ambitious. SPAC sponsors are under time pressure to find a deal and they can make money even if the shares fall in value.
What about all of the advisers, though? Where does their responsibility lie, and who’s actually watching out for the investors?
In a traditional IPO, the answer would be the underwriter. But with SPACs that role doesn’t exist at the merger stage and advisers are often working for both the blank-check company and the target. It’s a set up brimming with potential conflicts and misaligned financial interests that’s been incredibly lucrative for Wall Street.
The SEC is now homing in on these potential conflicts, with banks that have several roles on the same deal a focus of its inquiries, Reuters reported on Tuesday. It said a handful of top banks had received requests for information, but they wouldn’t comment. (This is separate to the Momentus suit, which didn’t criticize the financial advisers on that deal.)
Various kinds of banker fee permutations are possible in the SPAC world. There are SPACs that have the same bank acting as underwriter and deal adviser; blank-check firms that hire a financial adviser that’s linked to the sponsor; and advisers to the merger target with a dual role helping the SPAC sell shares in what’s known as a PIPE, a separate pot of institutional money that’s raised once a merger is agreed.
In one deal I came across, things got even more complicated: An investment bank that co-sponsored a SPAC and underwrote its IPO was also co-advising the target on merging with its own SPAC, helping sell the PIPE and collecting debt-refinancing fees on completion of the merger. That’s a veritable grand slam of fees.
Crucially, the banks’ fees are dependent on it completing a merger — a typical SPAC underwriter fee split is 2% up front and 3.5% on deal completion. Multiple fees might tip the scales to getting a particular SPAC transaction agreed. It’s an odd look when in theory the target should want a higher valuation and the blank-check company a lower one.
One explanation for why this happens stems from the blurring around who the issuer is. While the SPAC raises money at the outset, it’s the target that sells shares during the merger so it can join the stock market. The shareholder base also changes midway through the process: Hedge funds buy in at the SPAC IPO but they don’t stick around. So the blank-check company has to market the deal to a new set of long-term investors.
In their defense, investment banks are accustomed to managing such complications, which aren’t unique to SPACs. The tech industry has long complained their businesses are consistently undervalued by IPO underwriters to the benefit of the banks’ institutional investor clients who enjoy a first-day “pop.”
SPACs investors also have a couple of important safety nets. The PIPE investors help verify the transaction price and sometimes demand concessions. Shareholders have a redemption right that lets them get their money back if they don’t like the deal that’s proposed to them.
At the behest of the SEC, disclosures around the fees banks are paid are becoming much more detailed. Prospectuses often note the parties agreed to waive any conflicts. Where those conflicts can’t easily be resolved, independent advisers are sometimes hired and a fairness opinion requested on the deal value.
I still worry about whether these guardrails are sufficient.
A senior SEC official warned in April that “if we do not treat the de-SPAC [merger] transaction as the ‘real IPO,’ our attention may be focused on the wrong place.” Commenting on Momentus, Gensler put it even more forcefully: “This case illustrates risks inherent to SPAC transactions. Those who stand to earn significant profits from a SPAC merger may conduct inadequate due diligence and mislead investors.”
Investment banks would do well to limit the number of roles they have in any blank-check deal, even if that means giving up some of those juicy fees. It’s safer to avoid even the appearance of a conflict.
How To Take SPAC Money And Go Private
The family that controls the Daily Mail has engineered a wily way to buy up all the shares of the company that runs it.
From electric carmakers to space tourism to online learning firms, special-purpose acquisition companies have provided an easy route to the public markets for businesses with, generously, a long path to profitability. The SPAC boom is now also smoothing the way for a legacy media company – Britain’s biggest newspaper – to leave the public markets through a wily feat of financial engineering.
Daily Mail and General Trust Plc said on Monday that the Rothermere family, which founded the right-of-center newspaper 125 years ago, intends to acquire the 64% of the company it doesn’t already own. The offer ostensibly values DMGT’s equity at some 2.9 billion pounds ($4 billion), or a 38% premium to its average share price over the past year — not bad going for a company whose core newspaper business is in long-term decline. Yet it may undervalue the Daily Mail parent.
Much of that valuation comes from DMGT’s 16% stake in Cazoo Ltd., the online used car dealership that’s in the process of being acquired by a New York-listed SPAC. The startup’s mooted $7 billion valuation requires something of a leap of faith.
The Rothermeres are eking the most out of DMGT by thinking like a private equity firm, and using its range of existing assets to fund the takeover. The company has long been more than just a newspaper publisher, with businesses spanning events, insurance data and, significantly, venture capital.
The venture arm’s investment in Cazoo is now valued at about 1 billion pounds, and the holding will be distributed to DMGT’s shareholders. They’ll get a further 1.4 billion pounds in the form of a special dividend, funded by the sale of the education technology business earlier this year and a planned sale of the insurance division.
And because the Rothermere family is the biggest shareholder, it will receive the biggest chunk of the cash distribution. That influx means that Jonathan Harmsworth, the current Lord Rothermere and DMGT’s chairman, doesn’t need any external funding for the deal. The planned 251 pence-per-share offer equates to just 367 million pounds for the part of the company that the family doesn’t already own. The special dividend alone will send the Rothermeres 502 million pounds, leaving them with cash to spare.
Coming as it does just a month after Rupert Murdoch’s News Corp. wrote down the value of U.K. tabloid rival the Sun to zero, that might seem like investors are getting a good price. But the prospects for old media companies are starting to brighten as the industry pivots toward online paywalls. For all of DMGT’s success in attracting a web audience with the celebrity content-focused MailOnline, the website still makes just 144 million pounds a year in revenue. It’s now experimenting with a paywall for content that originates in the newspaper.
The trailblazer for that approach is of course the New York Times Co., which has parlayed its successful digital paywall strategy into a market capitalization that represents 37 times its expected earnings this year. The Rothermere offer likely values the rump Mail business at less than 20 times its expected earnings. For sure, the Mail is a riskier bet, but if it can get the approach right, there is considerable upside. Because the family is both the biggest investor and controls all the voting stock, a counterbid is all but impossible.
It’s a long time since newspaper ownership was a license to print money. But the rest of the shareholders might nonetheless be left feeling a little hard done by.
Hedge Funds Are Demanding Their SPAC Money Back
The special sauce that’s flavored blank-check firms has become potential poison. It’s time to reform their financial incentives.
Last month, Atlas Crest Investment Corp., a blank-check firm created by investment banker Ken Moelis, spectacularly lopped $1 billion off the enterprise value off its $2.7 billion deal with flying taxi company Archer Aviation. Several factors contributed to this reset, including an intellectual property dispute with a rival and the fact Archer has yet to finish developing a fully operational prototype or agree to certification requirements with regulators, according to this filing.
Notably Atlas also cited the general turbulence in the market for special purpose acquisitions companies, specifically how many SPACs are trading under the value of their cash holdings – typically $10 a share – and the increase in what are called redemptions. That is, more investors are asking for their money back rather than funding SPAC mergers.
The two things are closely related. If SPAC shares fall below $10 it makes financial sense for shareholders to redeem their holdings for cash rather than fund the merger. Atlas Crest’s stock itself was languishing below $10 at the time, like the majority of SPACS that have announced but not yet completed deals. Cutting the deal value might help prevent significant redemptions by persuading stockholders they’re getting a better deal.
This redemption right was the secret sauce behind the boom in SPACs, which raise cash in an initial public offering before finding a promising private firm with which to combine. Investors’ ability to claw-back cash from a SPAC deal they don’t like made hedge funds feel comfortable seeding blank-check firms with billions of dollars of capital. In effect, the hedge funds can’t lose, providing they redeem in time.
Now that investor enthusiasm for blank-check firms has evaporated amid heightened regulatory attention and some high profile flops, the secret sauce has become a potential poison. According to Spacresearch.com data I analyzed, the median redemption rate for North American SPAC deals completed in July was almost 50%. In several recent deals, more than 90% of shares were redeemed.
Redemptions deprive the target of cash to help fund development and expansion plans; they can also signal — perhaps unfairly — that shareholders aren’t excited about the merger, which is a poor way to start out as a public company. Post-merger trading involving such companies has often been especially volatile as there are fewer shares available.
If redemptions continue to pile up, this will also undermine the notion that SPACs are a more predictable way of going public than a regular IPO. A target often has no idea how much money it’ll receive until the deal closes. Right now it’s often a lot less than it was hoping for.
The problem stems from a couple of unique aspects of SPACs. First, investors can vote in favor of a deal yet still demand their money back. 2 So a deal can proceed even though a majority of stockholders aren’t prepared to financially support it.
Second, the risk-averse arbitrage hedge funds who buy SPAC shares at the time of the initial IPO often have no intention of funding it past merger completion — they either sell if the stock is above $10, or they redeem. It requires careful marketing of the deal to replace them with more long-term orientated stockholders. Many SPACs sponsors are flunking that test.
Some SPAC sponsors, such as Moelis’s Atlas Crest, are trying to get ahead of the problem by re-pricing richly valued deals with the aim of boosting the share price and limiting redemptions. The Archer Aviation deal has yet to close and because it continues to trade a fraction below $10, redemptions remain a risk.
Flying taxi rival Joby Aviation Inc. saw over 60% of SPAC shareholders redeem upon its merger with Reinvent Technology Partners earlier this month, representing more than $400 million in foregone cash.
A more enduring solution would be to tie more sponsor compensation to the the amount of cash they end up bringing to the deal, says Julian Klymochko, chief executive officer of Accelerate Financial Technologies Inc., which manages a SPAC-focused ETF. This would incentivize SPAC owners to strike more competitively-priced deals in the first place. “I imagine we’d see higher quality deals,” he says.
It’s not always a disaster if all the expected money doesn’t come in. More mature companies that go public via a SPAC often aren’t looking for much additional money. Most blank-check firms also raise a separate pot of institutional money, known as a PIPE, which ensures at least some cash is delivered to the merged entity.
Archer believes it can fund its development up till 2024 with $570 million, an amount covered by its $600 million PIPE. Joby still has $1.6 billion to play with, including a PIPE and existing cash.
But in cases when redemptions are high, the transaction expenses and dilution borne by the shareholders who do elect to participate in the deal are proportionately higher. Underwriting fees are typically 5.5% of the money the SPAC raises. However, these costs usually aren’t lowered to reflect the amount of cash that’s left in the SPAC’s bank account.
Inflated underwriting fees are one reason why hedge fund billionaire Bill Ackman suggests not raising any money at all until a target has been identified. Ackman calls this model a SPARC — a special purpose acquisition rights company. He also proposed providing regular SPAC shareholders a financial incentive to fund the merger rather than redeem.
He was denied the opportunity to test all this out when the Securities and Exchange Commission raised objections to Pershing Square Tontine Holdings Ltd.’s recent attempt to buy a stake in Universal Music Group.
Though sponsors are increasingly having to offer concessions — for example, by linking some of their compensation to post-merger share price performance — there usually aren’t adjustments to their pay for failing to deliver the cash they promised. Typically they receive 20% of the blank check firm shares for free, meaning they can make money even when other shareholders don’t.
Hopefully, Atlas’s price cut will encourage others to reprice their own richly valued deals and curb the cash draining out of SPACs. Otherwise expect hedge funds to keep demanding their money back.
* SPACs vary widely in how such information is disclosed. Good practice is to publish this with merger voting results, but instead it’s often buried in later financial filings. Investors need to know just how much of the SPAC’s cash has disappeared.
* Voting against the deal is self-defeating because hedge funds would risk losing potentially valuable share warrants that SPACs hand out to persuade them to park their cash for up to two years. Previously,the vote and redemption right were connected, but that led to big problems getting deals approved.
* Targets often specify a minimum level of cash must be delivered in the deal. Even when not met, the requirement is often waived by the target. Participants are probably reluctant to see a merger fail after months of work. See here for an interesting discussion of these waivers.
* Typically 2% is paid to underwriters up front, which is covered by the sale of sponsor warrants, and another 3.5% on closing. See this paperby Michael Klausner and Michael Ohlrogge for a discussion of these and other costs.
Ackman SPAC Hit With Investor Suit Questioning Its Legality
The largest SPAC to ever hit the market is operating illegally as an investment company, a new lawsuit against billionaire Bill Ackman’s Pershing Square Tontine Holdings Ltd. claims.
Less than a month after the blank-check company abandoned plans for a deal with Universal Music Group, it’s facing a civil suit from a shareholder claiming that it fits the description of an investment company and should be regulated as one, starting with the “staggering” compensation paid to Pershing Square Capital Management as investment adviser.
The suit by shareholder George Assad could have wide-ranging implications for the financial industry if a court determines that SPACs more generally should be regarded as investment companies subject to the 1940 Investment Company Act, which requires registration with the Securities Exchange Commission and places restrictions on fees charged for investment advice.
Under the law, an investment company’s main business is securities investing, the suit says, and that’s “basically the only thing that PSTH has ever done.”
Ackman denied the suit’s claims in an emailed statement on Tuesday.
“PSTH has never held investment securities that would require it to be registered under the Act, and does not intend to do so in the future,” Ackman said. “We believe this litigation is totally without merit.”
Pershing Square Tontine “owns or has owned” U.S. Treasuries and money market funds that hold them, Ackman said, “as do all other SPACs while they are in the process of seeking an initial business combination.”
The suit was reported earlier by the New York Times, which noted it’s being brought by lawyers that include former SEC Commissioner Robert Jackson. Securities class-action firm Bernstein Litowitz Berger & Grossmann is listed as lead counsel on the suit.
SPACs, also known as blank check companies, are empty corporate shells that raise money from investors and then aim to merge with a private business, essentially taking that company public through the back door.
Ackman agreed to buy a 10% stake in Universal Music from Vivendi SA in June prior to its planned listing in Amsterdam. The unusual structure of the deal would have seen Pershing Square Tontine acquire the stake in UMG as a stock purchase rather than a typical SPAC merger.
Regulators shot down the structure last month, and Ackman said he would instead purchase the UMG stake with his hedge fund rather than his blank-check company. Pershing Square Tontine continues to look for a deal.
The suit took aim at the proposed deal as a securities investment.
“From the time of its formation, PSTH has invested all of its assets in securities,” the lawsuit states. “And it has spent nearly all of its time negotiating a transaction that would have invested those assets in still more securities.”
Pershing Square Tontine’s “abstract intention” to find a business and acquire it in the future is “insufficient to allow an entity that otherwise qualifies as an investment company to avoid regulation.”
The suit says Pershing Square Capital should be regarded as an investment adviser with restrictions on its fees. The proposed compensation to the fund in the form of warrants allowing it to buy shares under highly favorable terms far outstrip that which would be considered reasonable under federal law.
According to the the suit, the SPAC’s sponsor holds the right to buy 5.95% of any acquired company on a fully diluted basis.
“The Defendants have received securities that under any plausible estimate are worth hundreds of millions of dollars — an unreasonable payment for the work performed,” the suit claims.
SEC scrutiny of SPACs has also been ratcheting up significantly this year, with agency officials warning for months that risks aren’t fully understood by individual investors.
The vehicles offer companies a faster route to the stock market than a traditional initial public offering but have also had less oversight. In a blank-check merger, companies can pitch investors based on their forward-looking financials, which isn’t allowed in a standard IPO.
The case is Assad v. Pershing Square Tontine Holdings, Ltd. et al, 21-cv-06907, U.S. District Court, Southern District of New York (Manhattan).
How To Avoid Getting Burned By Wall Street’s Hottest Money Machine (SPACs)
Billionaires, celebrities and hedge fund titans are all touting SPACs, or “blank-check” firms. Here’s what you need to know about the rewards and risks.
At their peak, they looked like the A-list’s hottest new accessories. Alex Rodriguez got one. So did Colin Kaepernick and Shaquille O’Neal. Jay-Z was a fan, as was Serena Williams.
Special-purpose acquisition companies — better known as SPACs, or blank-check companies — made a splash during the Covid-era retail-trading surge. They are companies built with a single goal in mind: They raise money on the public markets by selling investors on a vision, and then buy a public company that fulfills that vision. SPACs let just about anyone with a wild idea, be it flying taxis or even space travel, and a bit of money raise hundreds of millions of dollars.
For retail traders, SPACs are an opportunity to get in early on startups, often in buzzy sectors like electric vehicles and online gaming. For the rich, they’re an easy way to make even more money and further their fame. And for the private companies acquired by SPACs, the process is an easier route — less paperwork and scrutiny, essentially — to going public than a traditional IPO.
About 250 SPACs held initial public offerings last year, attracting more than $80 billion. This year, more than 700 of these once-obscure investment vehicles have sold about $174 billion worth of shares.
With all the enthusiasm comes increased scrutiny. The U.S. Securities and Exchange Commission is looking into concerns that SPACs aren’t properly disclosing risks. Investors have lost money on once-hot companies that went public through SPACs, such as ATI Physical Therapy Inc. and Nikola Inc. In an indication of how SPAC shares have suffered this year, the SPAK ETF — which invests in U.S.-listed SPACs and companies derived from SPACs — has fallen more than 35% in price since its peak in February.
So how do investors dip into the world of SPACs and avoid getting burned? Here’s how to get started, and what red flags to look out for:
How A SPAC Is Born
A SPAC begins its life when a group of people team up, sometimes brought together by expertise in a certain industry or interest in an acquisition target. At this stage, a celebrity might get involved, bringing in additional capital and name recognition. The initial set-up costs are typically between $550,000 and $900,000, according to SPAC Consultants, an industry group.
Then, the SPAC will go through an IPO to sell shares and warrants in units that usually cost $10 each. After this, the management team behind the SPAC can use the money to buy what they consider a promising private firm.
“What you’re investing in really is that future deal,” said Sylvia Jablonski, chief investment officer for Defiance ETFs, the firm behind the SPAK ETF.
The SPAC typically has two years to complete a deal. If it doesn’t, the cash is returned to investors. It’s a faster turnaround than many other kinds of investments.
Once the merger is complete, the SPAC and the acquired company become a single public entity. This is how companies such as DraftKings Inc., Virgin Galactic Holdings Inc. and Lordstown Motors Corp. made their debuts.
But investing in future potential deals can have serious downsides.
Be Wary of Wild Projections
One of the biggest risks of investing in a SPAC is that the company being acquired could overstate its projections or make false claims about its products. SPACs aren’t subject to the same regulatory scrutiny as traditional IPOs.
“We’ve seen numerous litigation and shareholder class-action lawsuits coming out,” said Andrew Chanin, co-founder and chief executive officer of ProcureAM, an ETF issuer. “Some [SPACs] are making misstatements about what they are doing.”
In the first half of the year, there were 14 federal suits filed against blank-check companies, as well as seven in 2020 and six in 2019, according to an analysis by Cornerstone Research and Stanford Law School’s Securities Class Action Clearinghouse. More than half of those involve claims that firms are overstating the viability of their products.
Shares of SPACs that fail to live up to projections can plummet. Last month, ATI Physical Therapy Inc. released its first earnings report after merging with a SPAC. The company revealed that it had to revise its revenue projections down sharply and had large staff turnover. That sent its shares down more than 50% in two days.
Question Rushed Deals
Management firms of SPACs face a ticking clock to complete a merger — usually 24 months — leading to criticism that a blank-check company could hurry into a deal that doesn’t actually benefit investors longer term.
Hedge funds are often more willing to invest in SPACs if they make a deal quickly, allowing investors to get their money back even faster. In a crowded marketplace, SPAC issuers are doing anything they can to stand out.
“The fact the company has to do a deal within two years increases the risk profile a bit because if there is no one to merge with, what do you do?” Defiance’s Jablonski said. “A lot of those companies end up doing bad deals.”
If a deal is announced only a few months or weeks before the deadline, that could be a warning sign that there are overlooked risks or that the SPAC overpaid for the firm it is acquiring, said Josh Warner, market strategist at City Index.
“There’s a chance that’s just how the timing ran, but it’s also worth considering why,” he said. “There could be this element of just trying to get the deal done. The timing can be particularly important.”
And the time frame is starting to get even shorter. For a while, many SPACs were setting a two-year time frame to complete a deal. But about half the U.S. SPACs that filed in June and July set a timespan of 18 months or less to find a company to acquire, according to SPAC Research.
Mind Inexperienced Management Teams
There are three stages when an investor can buy a SPAC’s shares: When the company is trading as a blank-check firm, after it’s announced a merger and after it completes the merger.
Investing before the SPAC finds a company to acquire means you’re essentially betting on those in charge — the management team. Research the team’s track record, said Keith Lerner, chief market strategist at Truist Advisory Services. “If they have done SPACs before, look at those SPACs,” he said. “Were they able to deliver?”
While some figures like venture capitalist Chamath Palihapitiya and fintech founder Betsy Cohen have successfully executed multiple deals, others might not have the same history or experience in the financial industry.
It’s a good idea to look into the past careers of the management team members, Lerner said. For instance, if they worked at a hedge fund, what was the performance like? If they worked at a startup, how did that company fare? Were they able to bring new products to market and were they profitable?
For SPACs that have picked sectors to target, it’s a bad sign if the management team doesn’t have history in those areas.
“Some of these SPACs can be very specific in terms of where they operate,” Lerner said. “If you go into something tech-focused, you want to make sure they have experience in that side and have the contacts in the industry.”
Fame Won’t Necessarily Bring You Fortune
Names like Jay-Z and Steph Curry (yes, he’s involved, too) may bring extra attention to a SPAC, but that doesn’t mean the project is going to be successful.
Earlier this year, the Securities and Exchange Commission warned investors about buying SPACs based on endorsements from celebrities or their ties to them.
For Matthew Tuttle, chief executive officer at Tuttle Capital Management, a well-known actor or athlete can be a red flag.
“Celebrities in and of themselves don’t disqualify it for me, but if you’re throwing a celebrity in there, and I can’t tell why you’re doing it besides eye candy, I probably won’t be interested,” he said.
Even if a famous name initially attracts your attention, make sure to take a closer look at the SPAC’s goals and the team behind it, Tuttle said.
Shares of blank-check companies can be volatile, and celebrity-endorsed ones especially so. For instance, Jaws Spitfire Acquisition — the Barry Sternlicht SPAC that brought tennis star Serena Williams to its board — is down more than 15% from its February high.
With celebrity-backed SPACs, there’s the risk that excited investors could rush in at first, then sell shares as more details come out about the SPAC, causing its price to drop.
“Look for the non-sexy names,” said Josef Schuster, founder of IPOX Schuster, an index provider. “At least initially you need to stay away from these high-growth, super-high-multiple companies, because more often than not they’re subject to very erratic price swings.”
Bill Ackman Doesn’t Want Your $4 Billion SPAC Money Anymore
After getting sued, the billionaire hedge fund manager is giving up on SPACs but doubling down on his proposed SPARC.
Well that escalated quickly. Just days after being sued by a disgruntled shareholder who alleged that Bill Ackman’s special purpose acquisition company, Pershing Square Tontine Holdings Ltd., is an illegal investment company, the billionaire hedge fund manager is asking for a do-over.
On Thursday he wrote to long-suffering SPAC shareholders to say he’d like to return the $4 billion of cash they put in his blank-check firm, the largest ever. While he firmly rejects the allegations in the lawsuit, he says it complicates the task of completing a deal in the available time.
It’s not often someone goes to the trouble of raising $4 billion and then turns around and says: On second thought, you can have the money back.
But Ackman’s not giving up entirely. He’s offering unhappy Pershing Square Tontine shareholders a tradable right to participate in a future Ackman deal via what he’s called a SPARC — a special purpose acquisition rights company. That’s provided, of course, the U.S. Securities and Exchange Commission and New York Stock Exchange go along with the proposed structure.
Many retail investors remain furious with Ackman. They were convinced his blank-check firm would serve up a juicy technology deal. Instead, all they may end up getting is their $20 per share in cash back, plus an option to participate in some unknown future transaction.
Confidence that Ackman can pull off a high-caliber deal took a hit after the SEC raised objections to his blank-check firm buying shares in Universal Music Group. Hence, it’s not clear yet how much value investors will ascribe to the SPARC.
On balance, I think it’s worth a try. Pershing Square Tontine now has too many clouds hanging over it and shareholders don’t have much more to lose. Although it’s not exactly a fresh start owing to the continued risk of legal bother, it’s at least a path forward.
But it’s odd that Ackman decided a lawsuit he deems meritless is an insurmountable obstacle to completing a regular SPAC deal with its $4 billion pot of cash. While legal uncertainty may have put off potential merger suitors, there may have been other factors playing on Ackman’s mind.
Pershing Square Tontine warrants — rights to purchase shares at an agreed level — once traded at nearly $18. Currently, they’re languishing at less than $3. If the SPAC fails to complete a deal due to prolonged legal rancor, those warrants would be at “grave risk.” Holders now at least have an opportunity to realize some value as they’ll also get a SPARC warrant.
Meanwhile, the SPAC’s shares recently fell below the $20 per-share value of the cash it holds for the first time, a level at which shareholders might be motivated one day to demand their money back anyway.
One could forgive shareholders for wanting to have nothing further to do with Ackman. Those who bought shares at February’s peak have lost about 40% of their investment. Even those who bought at the $20 issue price would have done much better just putting their money in a regular index fund.
All this doesn’t mean the SPARC is necessarily a bad idea. Right now a lot of SPACs are paying underwriters to raise cash in an IPO, and then seeing massive cash redemptions when they close a transaction. This is hugely inefficient and adds to the costs incurred by those shareholders who don’t opt to redeem. Far better for sponsors to find a company to buy and then persuade shareholders to fund it, as Ackman is proposing.
The SPARC also wouldn’t be under pressure to find a deal within the two year limit blank-check firms typically have, which critics say can lead them to strike poor transactions. Shareholders’ cash also wouldn’t be locked up for so long.
There are still lessons here for Ackman. The transaction he attempted with with Universal Music was too byzantine. Even now he seems enamored by such complexity: The SPARC will require a New York Stock Exchange rule change and sign-off from the SEC. Currently having tradable warrants also requires the shares into which those warrants are converted to be listed too, which they wouldn’t be in Ackman’s conception until a transaction is agreed.
Only Ackman would quit and double down all at the same time.
Topps SPAC Merger Collapses After Loss of MLB Trading-Card Deal
Plan to go public in a blank-check merger derailed by new exclusive contracts Major League Baseball and its players’ union signed with a different trading-card company.
Topps Co.’s plan to go public in a blank-check merger has been derailed by new exclusive contracts that Major League Baseball and its players’ union signed with a different trading-card company.
Topps, the leading baseball-card company since the 1950s, had reached a deal in April to become publicly traded through a merger with Mudrick Capital Acquisition Corp. II, a special-purpose acquisition company. SPACs are shell companies that raise money on public markets and then merge with a private business to make the target company publicly traded.
The deal fell through by mutual agreement after MLB and the Major League Baseball Players Association both reached new exclusive licensing deals with Fanatics Inc., an online sports-merchandise retailer, starting in the coming years. Makers of sports trading cards rely on such deals for the rights to use players’ images and teams’ logos and trademarks.
With the deal’s collapse, Topps will remain private, it said. The SPAC merger had been announced in April and would have valued the combined entity at about $1.16 billion.
“Topps expects to be able to produce substantially all its current licensed baseball products through 2025, pursuant to its existing agreements,” the company said Friday.
Mudrick shares declined early Friday. The SPAC’s stockholders would have become Topps owners if the deal had succeeded.
Topps, founded in 1938, has been owned by Tornante Co. LLC—led by former Disney Chairman and Chief Executive Michael Eisner —and by private-equity firm Madison Dearborn Partners since Tornante and Madison Dearborn bought it in 2007 for $385 million. Mr. Eisner was to remain Topps’s chairman after the planned merger with Mudrick.
The deal’s collapse comes two days after Topps posted quarterly results that showed a strong recovery from the pandemic’s hit to its business a year ago. Between April and June, sales grew 78% year over year to $212.2 million. Its quarterly profit was $59.9 million, up from $13.5 million a year earlier.
The company, originally a candymaker, got into baseball cards in the 1950s and soon began packaging them with its Bazooka bubble gum. Rare cards prized by collectors can fetch millions of dollars, like a Topps Mickey Mantle that sold for $5.2 million earlier this year. Generations of young fans have enjoyed collecting the cards, which depict ballplayers wearing their team’s uniform thanks to licensing deals with MLB and the MLBPA.
That privilege will now belong to Fanatics, a fast-growing sports merchandiser led by Michael Rubin, a co-owner of basketball’s Philadelphia 76ers and hockey’s New Jersey Devils. Fanatics, which has aggressively pursued partnerships with major sports leagues for merchandising sales, was valued at $18 billion in a new fundraising round, The Wall Street Journal reported earlier this month.
In the latest quarter, more than 70% of Topps’s revenue came from its sports and entertainment segment, with its candy business contributing the remaining portion. In addition to baseball cards, Topps makes soccer and hockey merchandise, as well as memorabilia for other entertainment properties such as Walt Disney Co. ’s Star Wars and World Wrestling Entertainment Inc.
Topps has recently dabbled in offering digital collectables, an arena that boomed this year as people spent record sums on nonfungible tokens related to everything from sports to fine arts. Topps’s NFTs, which use blockchain technology to create unique digital memorabilia, were a key draw for the Mudrick SPAC when it pursued the merger.
Now, the deal’s termination will also send the SPAC, led by distressed-credit investor Jason Mudrick, searching for a new way forward. When it went public in January, Mr. Mudrick’s SPAC promised investors it would reach a merger within 21 months. Mr. Mudrick didn’t immediately respond to an email.
SPACs rode a surge of investor enthusiasm over the past year as they emerged as an increasingly mainstream way for companies to go public without a traditional initial public offering. More recently, however, traders’ excitement about SPACs has cooled and some high-profile deals have run into difficulties.
The process has come under heightened regulatory pressure. Last month, a SPAC led by hedge-fund billionaire William Ackman backed away from plans to invest in Universal Music Group, citing criticism of the deal by the Securities and Exchange Commission. In April, financial regulators said more broadly that some SPACs improperly accounted for warrants they had sold to investors, a twist that led to a slowdown in new SPAC IPOs.
Gensler Warns Executives Against Using SPACs To Shirk U.S. Rules
* SEC Looking For Firms Seeking To Avoid IPO Safeguards
* Watchdog’s Comments Come Amid Scrutiny Of High-Profile Deals
Securities and Exchange Commission Chair Gary Gensler is warning companies against seeking a tie-up with a blank-check company as a less arduous path to going public.
Gensler signaled at an event Tuesday for business executives that Wall Street’s main regulator is on the look-out for firms that want to use special purpose acquisition company mergers to sidestep red tape associated with traditional initial public offerings. Gensler’s comments come as the regulator steps up its scrutiny of firms involved in SPAC deals, including Lucid Group Inc. and Digital World Acquisition Corp., which is merging with former President Donald Trump’s media company.
“Private companies are thinking this is an alternative way to go public,” Gensler said at the Wall Street Journal’s CEO Council, without specifying any firms. “These three core tenants about disclosure, marketing and gatekeepers to ensure that the protections in the traditional IPO market are comparable here and that we don’t have some imbalance or what people might call an arbitrage between the two approaches.”
Earlier this week, Digital World disclosed the SEC had sought records tied to meetings involving the firm’s board of directors, its policies and procedures related to trading and the identities of certain investors. Separately, Lucid said it received a subpoena on Dec. 3 that appeared to be related to the electric carmaker’s deal with Churchill Capital Corp. IV, the SPAC that took it public in July.
The SEC has indicated it may propose new rules related to SPACs as soon as April.
The SEC Puts The Brakes On SPAC-Mania Among EV Makers
Young electric car companies have drawn huge valuations from investors. Now they’re drawing regulatory scrutiny, too.
Here’s a sure sign that a SPAC-lash is afoot. Electric vehicle startup Lucid Group Inc., whose market value once soared past that of General Motors Co. this year, said on Dec. 6 that the U.S. Securities and Exchange Commission was probing its barely five-month-old blank-check merger and business projections given to investors. The admission sent the stock reeling.
It was a surprise disclosure from a company that’s seen as having real potential in the electric vehicle race. Lucid Chief Executive Officer Peter Rawlinson came from Tesla Inc., and in September the U.S. Environmental Protection Agency certified that the company’s Air sedan can travel a world-best 520 miles on a single charge.
And Lucid had gone public with far more credibility than fellow SPAC newbies Nikola Corp. and Lordstown Motors Corp., both of which ousted their CEOs in the past two years after SEC investigations.
Only early this year, SPAC deals—in which companies go public via a merger with a company formed specifically to make acquisitions—were among Wall Street’s favorite investments. Now there is scrutiny from all sides. The SEC is taking a harder look at the transactions, particularly at financial disclosures and statements about their prospects as public companies.
Meanwhile, investors are playing it safer and opting out of more of the mergers. And stocks in many of the post-merger deals have fallen, another indication that market enthusiasm is waning. “The notion that a SPAC is price certainty is a fantasy,” says New York University School of Law professor Michael Ohlrogge. “People are realizing that the deals they thought were great are not.”
SPAC deals with EV startups seem tailor-made to run afoul of skeptical regulators and investors. It takes several years to get a new vehicle to market, and the companies usually rely on battery makers for key parts of their technology and have less experience than established carmakers when it comes to ramping up production.
Delays are common. If they do meet production targets—something even Tesla repeatedly failed to do in its early days—there is little consensus on how quickly consumers will trade gas burners for plug-ins. That makes sales forecasts something of a guessing game.
Although electric car makers are the latest to get dinged, SPAC stocks as a group are down this year. The IPOX SPAC Index has tumbled almost 12%, while the S&P 500 has risen about 25%. Retail investors had initially embraced SPACs as a way to get in on growth stocks and, more often, a way to make a quick buck—the latter has become tougher to realize.
In the first quarter the average share price of a SPAC company the day after it announced a merger was $15.77. By November the average price was about $10 a share, according to the paper “A Sober Look at SPACs,” which Ohlrogge wrote with Stanford professors Michael Klausner and Emily Ruan.
These stocks are settling at around the $10 a share that investors typically pay for the stock of a SPAC before it makes a merger deal. And more planned deals are being restructured, says SPAC Research, which tracks blank-check companies and activity.
The company’s website said that in this year’s third quarter, SPAC deals had almost 60% of shareholders asking to redeem their invested capital rather than holding their investment through the planned merger. So far in the fourth quarter, the rate is above 60%. That’s a big change from the first quarter, when only 12% of SPAC shareholders asked for their cash back.
The SEC clearly has been taking a closer look. The same day Lucid disclosed the investigation, Digital World Acquisition Corp., the SPAC that’s agreed to merge with former President Donald Trump’s Trump Media & Technology Group, said it was being probed by regulators. “The SEC is spending more time reviewing proxies, and it is asking more questions,” Klausner says.
Still, some of the highest-profile calamities in the SPAC world have been electric vehicle companies. Retail investors were all looking for the next Tesla, which is now worth $1 trillion. Now many have swallowed big losses.
Nikola was the first to run into public trouble. The SEC investigated the company after short seller Hindenburg Research in September 2020 issued a report saying Nikola had no technology of its own. The missive said the company had displayed a hydrogen fuel cell truck that didn’t run and that founder Trevor Milton rolled it down a hill.
After the company’s own investigation found that Milton had made questionable assertions, he left the carmaker. (The U.S. Justice Department has since charged him with securities and wire fraud for allegedly making false statements to boost Nikola shares.)
Lordstown Motors had similar management problems when a short seller’s report said that company founder Steve Burns had overstated purchase interest for its electric Endurance pickup truck. The company’s board removed Burns after its own investigation.
Lucid didn’t say what exactly the SEC is investigating about its projections. Several law firms have been investigating the company in preparation for suits over it missing its plan to start building the Air sedan in the second quarter. After announcing its SPAC deal early this year, the company said the next day that it wouldn’t build cars until the second half, which hurt the shares.
Lucid shares have fallen 20% since just Nov. 29 and almost 8% since disclosing the SEC investigation. But the shares are trading at almost $44, which is more than four times the price initial shareholders paid before the merger.
Even without regulatory problems, new electric vehicle companies such as Lucid are going to face a tough road to match Tesla’s success.
“Tesla came into an empty market and had no competition,” says Sam Abuelsamid, an analyst at Guidehouse Insights. “These guys are arriving as the legacy automakers are doing the same thing. They are about to launch a couple hundred EV nameplates over the next three years. It will be hard to replicate what Tesla did.”
The SPAC Ship Is Sinking. Investors Want Their Money Back
One of the pandemic’s hottest trades is cooling down, as the hype surrounding ‘blank-check’ companies gives way to reality.
Wall Street’s favorite pandemic bet is taking on water.
SPACs, or special-purpose acquisition companies, burst onto the scene in 2020 as the hip way to take Silicon Valley’s hottest startups public. Unlike traditional initial public offerings, SPACs were seen as modern and accessible, allowing any investor to put money into the companies of the future at the same time as professional money managers.
SPACs—sometimes called blank-check firms—begin as shell companies. They raise money from investors, then list on a stock exchange. Their sole purpose is to hunt for a private company to merge with and take public.
Because the company going public is merging with an existing publicly traded entity, it can make business projections and skirt some of the other regulations associated with IPOs. After regulators approve the deal, the company going public replaces the SPAC in the stock market.
Upstart companies of all stripes clamored to participate, enamored with the pool of eager investors who were ready to back them, and enticed by celebrity SPAC creators and bankers who mint money when they complete deals. The company behind dog-toy subscription service BarkBox did a SPAC merger.
So did the personal-finance app SoFi Technologies Inc. Office-sharing company WeWork Inc. found a SPAC after its planned IPO infamously blew up. Electric-vehicle battery makers, flying-taxi startups, self-driving car companies and a seemingly never-ending parade of biotech names all jumped into the fray.
Now, the hype is giving way to reality. Like so many investment fads, what at first seemed like a way to earn easy money has revealed itself to be full of potential perils. The threat of tighter regulation is looming, and high-profile stumbles by some companies that went public via SPACs have taught investors some harsh lessons.
It turns out investing in unproven upstarts isn’t for everyone, and with interest rates looking likely to rise in coming months, all sorts of speculative investments from technology stocks to bitcoin are getting hit.
Shares of half of the companies that finished SPAC deals in the last two years are down 40% or more from the $10 price where SPACs typically begin trading, erasing tens of billions of dollars in startup market value. Losses top 60% from the peak about a year ago for many once-hot names like the sports-betting company DraftKings Inc. and space-tourism firm Virgin Galactic Holdings Inc., founded by British billionaire Richard Branson.
Fitness company Beachbody Co. now trades under $2, nearly a year after it said it was merging with a home-fitness bike company and a SPAC that counted NBA legend Shaquille O’Neal among its advisers. Electric-scooter company Bird Global Inc., private-jet company Wheels Up Experience Inc. and the company behind BarkBox all trade below $4.
A number of companies are now withdrawing from previously announced SPAC deals, even though they sometimes have to pay millions of dollars to the SPAC for backing out. Savings and investing app Acorns Grow Inc. was the latest to do so, ending its roughly $2.2 billion SPAC agreement on Tuesday and becoming the 10th company to terminate a SPAC deal since early November, according to Dealogic. There were 13 SPAC-deal terminations in the first 10 months of last year.
Market volatility, particularly for financial-technology stocks and companies that merge with SPACs, was a major factor in Acorns ending its deal, people familiar with the decision said. The company, which counts celebrities like Kevin Durant and Ashton Kutcher among its backers, now plans to raise money from investors privately and eventually pursue a traditional IPO, they said.
Other companies to end deals recently include billionaire Tilman Fertitta’s Fertitta Entertainment Inc.—a holding company for Golden Nugget casinos and Landry’s restaurants—financial trade clearing firm Apex Clearing Holdings LLC and drug-development technology firm Valo Health LLC.
The challenging market for companies combining with SPACs was a driver of Valo’s decision to end its deal, a person familiar with the matter said. The company is now exploring a private financing round, the person said.
While deals can be called off for a variety of reasons and the number of terminated deals is still small relative to the number that have been completed, it highlights the punishing market for SPACs, analysts and executives say. It also shows the risks of opening startup investing to the masses.
“I never thought this was possible,” said Alex Vogt, a 31-year-old physician assistant in Grand Rapids, Mich., of the swift share-price declines. His portfolio, which consists mainly of startups that combined with SPACs, soared to around $1 million a year ago but now sits at roughly $500,000.
It is still higher than where it started several years ago. Mr. Vogt, who operates a Twitter account called “EV SPACs,” counts SoFi and many electric-vehicle and charging firms such as Proterra Inc. among his investments.
“I feel like I’m not having any green days this year,” he said, referring to days on which his portfolio rises.
Some companies that went public this way have undershot business projections they made to attract investors, triggering stock-price declines that have rippled to others tied to the space. Regulators have increased scrutiny of SPACs, worried that amateur investors are losing money at the expense of insiders who are protected even if shares drop.
A recent investor stampede out of many crowded pandemic trades and stocks linked to technology is adding salt to the wound.
Many investors are betting that a rebounding economy and rising interest rates will make other areas of the market more appealing. Higher rates typically boost banks and other economically sensitive sectors while raising the amount of money investors make from holding cash or ultrasafe government bonds.
“It’s a precarious time,” said Evan Ratner, president of Levin Capital Strategies and a SPAC investor. “The market right now is pricing in only downside and no upside.”
SPACs have been around for decades—their predecessors were known as “blind pools” and associated with penny-stock fraud in the 1980s—but raised more than $80 billion in 2020, topping the amount raised in all other years combined. Last year, they raised over $160 billion, accomplishing that feat again.
The flood of money into the space prompted some skeptical investors to anticipate a return to earth. Short sellers, who bet on share-price declines, such as Hindenburg Research’s Nathan Anderson and Carson Block of Muddy Waters Capital LLC have bet against many deals. Short sellers borrow shares, sell them, then aim to buy them back at lower prices.
Hindenburg’s Mr. Anderson published a report in September 2020 alleging that electric-truck startup Nikola Corp.’s founder and one-time executive chairman, Trevor Milton, misled investors while taking the company public through a SPAC. Late last year, Nikola agreed to pay a $125 million fine to settle a regulatory investigation into Mr. Milton’s statements.
Shares of a few companies going public this way remain popular, such as electric-vehicle maker Lucid Group Inc. and Digital World Acquisition Corp. , the SPAC that is taking former President Donald Trump’s new social-media venture public. Many analysts expect a continuing divergence between the small number of well-received deals and the many other SPACs that complete risky transactions.
The Securities and Exchange Commission has investigated or is investigating several SPAC mergers, including the Lucid and Digital World mergers. Digital World’s deal to take Trump Media & Technology Group public has yet to be completed.
SEC Chairman Gary Gensler said last month he wants to level the playing field between SPACs and traditional IPOs by focusing on requirements around disclosure, marketing practices and liability for those who launch blank-check firms.
Low share prices mark a particularly acute threat to SPACs because they can trigger a negative spiral. Investors who put money into a SPAC before it announces a deal don’t know what type of merger it will do, so they are allowed to withdraw their money before a deal goes through. The amount they withdraw typically comes out to the SPAC’s listing price of $10, plus a tiny bit of interest.
If shares of a SPAC trade below $10 before a deal closes, many hedge funds and other professional investors automatically choose to pull their money out to eliminate the possibility of taking a loss on the trade or lock in a risk-free return.
Since most SPACs are trading poorly, the average withdrawal rate soared to about 60% last quarter from 10% early last year, Dealogic data show. That often leaves companies that complete deals with much less cash on hand from their mergers. The smaller cash proceeds to expand the business can then add even more pressure to the stock price.
Nearly 95% of investors in the SPAC that took BuzzFeed Inc. public last month pulled their money out, leaving the digital-media outlet with just $16 million from the SPAC’s original $287.5 million. BuzzFeed also raised $150 million in convertible-note financing as part of the deal.
Shares have since slumped roughly 60% to about $4. The company clashed with its largest investor, NBCUniversal, about the SPAC deal and granted the unit of Comcast Corp. concessions before it went through, The Wall Street Journal previously reported.
Withdrawals reached a recent peak of 98.8% for the weight-loss biotechnology firm Gelesis Holdings Inc., according to SPAC Research. The company also raised a $100 million private investment in public equity, or PIPE, from professional investors as part of its deal.
Companies typically aim to raise a PIPE to generate additional cash from the SPAC deal and validate its valuation. PIPE investors can include large companies, sovereign-wealth funds, family offices and funds managed by staid Wall Street institutions such as BlackRock Inc. or Fidelity Investments Inc.
Even the most respected PIPE investors have suffered heavy losses on many of their trades lately, making it more difficult for companies to raise PIPEs and creating another hurdle for finishing a deal, bankers say.
Chamath Palihapitiya-Tied SPACs, De-SPACs Are In Freefall
Blank-check firms and companies that have been taken public through mergers with those backed by serial dealmaker Chamath Palihapitiya are sinking as investors shun the vehicles.
A group of 10 stocks sponsored by the “SPAC King,” who once compared himself to Warren Buffett, has lost more than 40% of its value from late June. The basket fell 1.5% on Friday, dragged lower by a drop in Virgin Galactic Holdings Inc. after Palihapitiya abruptly stepped down as chairman of the space-tourism company.
Virgin Galactic Chairman Chamath Palihapitiya Steps Down From Board
* SPAC Pioneer Will Focus On His Other Board Commitments
* Space-Tourism Firm Aims To Start Commercial Service This Year
Serial dealmaker Chamath Palihapitiya stepped down as chairman of Virgin Galactic Holdings Inc., an abrupt departure as the space-tourism company moves from startup phase toward paying flights.
Palihapitiya plans to focus on his other board commitments and the resignation did not result from any disagreements with the company, Virgin Galactic said Friday. Current director and Chief Investment Officer Evan Lovell was appointed interim chairman as the company begins a search for a successor.
Trading On The Floor Of NYSE As Virgin Galactica Releases IPO
“Chamath was instrumental in the launch of Virgin Galactic as a public company and, as our inaugural chair, his deep and astute insights have been incredibly valuable,” Chief Executive Officer Michael Colglazier said in a statement. “We’ve always known the time would come when he would shift his focus to new projects and pursuits.”
The board shakeup comes at a point of transition for Virgin Galactic, one of a handful of firms pioneering near-space travel. Founder Richard Branson flew on a test flight last year, and the shares jumped earlier this week after the company started ticket sales in the hopes of launching commercial service this year.
Palihapitiya, a former Facebook Inc. executive who has raised billions via blank-check firms, earned a reputation as the “SPAC King” for his use of the investment tool to bring companies public. Virgin Galactic began trading in 2019 through a merger with Palihapitiya’s Social Capital Hedosophia.
He remained affiliated with Virgin Galactic both as its chairman and a major shareholder. He sold a $213 million stake last March to fund an investment to fight climate change.
Shares of Virgin Galactic fell 4.4% at 9:36 a.m. Friday in New York. Through Thursday, they lost a third of their value this year amid a market shift away from higher-risk investments.
Lordstown Motors And Its Post-SPAC Peers Keep Losing Executives
It’s been a month of management churn for EV makers that went public by merging with blank-check companies.
The past month has been a rough one for some of the electric vehicle startups that went public by merging with special purpose acquisition companies, or SPACs. Lordstown Motors, Canoo and Electric Last Mile Solutions all have seen key personnel leave, and all three are under investigation by the U.S. Securities and Exchange Commission.
Lordstown lost Chuan Vo, a former Tesla engineer who was head of propulsion. That’s a pretty big job for an EV company. He was the one overseeing development of the electric drive system for the Endurance pickup that is supposed to go into production in the third quarter of this year.
EV startups are notoriously volatile, but at least in Lordstown’s case, the company is firming up a management team under Chief Executive Officer Dan Ninivaggi, a former Carl Icahn associate who joined in August after playing a role in the Chapter 11 restructuring of Hertz. Ninivaggi told me the turnover is part of a series of steps he’s taking as the company abandons founder Steve Burns’ vision of making EVs largely on its own.
“The team is totally different,” Ninivaggi said during a short interview when Vo left. “We’re bringing in new talent and we’re pivoting from a manufacturing company to a product-engineering company.”
The plan is to approach carmaking more like Apple makes phones. Lordstown will have Taiwan’s Foxconn build the commercial vehicles Ninivaggi’s team develops. Lordstown will design and engineer vehicles, while Foxconn owns the plants and pays the assemblers. For a startup in a capital-intensive business, getting someone with deep pockets and expertise in supply chains and manufacturing to do the heavy lifting makes sense.
The company agreed in September to sell its Lordstown, Ohio, factory — the one it bought from General Motors in 2019 — to Foxconn. The iPhone assembler will make the trucks while Lordstown develops future commercial vehicles, perhaps delivery vans, from an office in suburban Detroit.
In November, Ninivaggi hired former GM and Ford Motor executive Edward Hightower as president, replacing Rich Schmidt. Hightower led development of GM’s crossover SUV business, including the Cadillac XT5 and Chevy Blazer. Schmidt had been in manufacturing for Tesla and Toyota.
As for Vo, he sold stock in February of last year, then bought more shares that month at a lower price. Under trading rules, he had to refund the company the roughly $400,000 he netted by buying the shares after the value of the stock tanked.
A spokeswoman for Lordstown said that’s not why he left — Vo wanted to return home to California. Plus, with the Endurance battery finished and any future products coming from Foxconn’s MIH EV platform, the company doesn’t really need someone to develop propulsion. Vo didn’t respond to an email seeking comment.
Other EV startups have seen executives depart amid SEC probes. Van maker Electric Last Mile Solutions’ CEO Jim Taylor and Chairman Jason Luo left after the board determined they bought company stock before its merger at a discount to market value. Four Canoo executives parted ways this month. Both companies’ stocks are trading below the $10-a-share price investors in the SPACs paid to get in on the respective deals.
That’s true for Lordstown, too. Its shares have traded below $4. That’s the market’s way of saying investors want more proof that Ninivaggi’s plans, however sensible, will pan out.
Ackman SPAC Illegal Under Proposed SEC Rule, Investor Claims
* Pershing Square Previously Claimed Rule Backed Its Position
* Dispute Focuses On Whether SPAC Is An Investment Company
There’s “no doubt” that Bill Ackman’s SPAC is illegal under a proposed SEC rule, a shareholder suing the blank-check company said.
Lawyers for George Assad noted in a filing Thursday in Manhattan federal court that the Securities and Exchange Commission expressed concern when it proposed its rule on March 30 that “certain SPAC structures and practices may raise serious questions as to their status as investment companies.”
Assad’s suit, which is backed by former SEC commissioner Robert Jackson and Yale Law School professor John Morley, claims Ackman’s SPAC, Pershing Square Tontine Holdings Ltd., is illegally acting as an investment company.
Such companies are required to register with the SEC and are subject to restrictions on fees.
Earlier this week, Pershing Square argued in its own court filing that the proposed SEC rule suggests the agency would not consider it an investment company.
The proposed rule “does not state that all SPACs are — or any existing SPAC is — an investment company” as defined under U.S. securities law, a lawyer for Ackman said.
But Assad’s lawyer contend the proposed “rule is even worse for these particular defendants than for the sponsors of other SPACs” because it specifically addresses situations similar to Pershing Square’s attempted takeover of Universal Music Group.
That agreement was abandoned last August after regulators shot down Pershing Capital’s plan to acquire its UMG stake as a stock purchase rather than a typical SPAC merger.
Pershing Square’s “claim that the SEC’s Rule about SPACs is not relevant to a case about SPACs gives the court a sense for just how bad the rule is for defendants,” Assad’s lawyers said. “Defendants are illegally holding $4 billion; instead of wasting the court’s time with baseless letters, they must get to work returning those funds to investors.”
The case is Assad v. Pershing Square Tontine Holdings, 21-cv-06907, U.S. District Court, Southern District of New York (Manhattan).
SPAC Label Is Now A ‘Curse Word’ That Tars Even Success Stories
* Sector’s Collapse Creates A Handful Of Modest-Multiple Stocks
* Some Win Unanimous Buy Recommendations From Analysts
Judging by the 70% beating that former SPACs have taken since they peaked early last year, a lot of investors are leery of blank-check companies — which is why Enrique Abeyta likes some of them.
“Everything was going to the moon, and now SPAC is a curse word,” said Abeyta, who follows special-purpose acquisition companies as editor of Empire Financial Research. “That’s turning itself into a spectacular stock-picking opportunity.”
It’s not like you could throw darts at a list to find prospects, but a sampling compiled from Bloomberg data shows more than 30 companies that went public via SPAC mergers trading at modest multiples of something that their more speculative peers lack — real cash flow and net income. Some come with unanimous buy recommendations from analysts who follow the stocks.
They range from a payments firm trading at about 12 times Ebitda, an enterprise software company at 7 times earnings and a convenience store operator with a price-to-sales ratio well under one.
“Take every SPAC sub-$1 billion and if it’s Ebitda or net income profitable to any significance, I bet those are really good calls,” Abeyta said. “If they’re sub-$1 billion and losing money, I bet you they’re probably zero and that probably accounts for two-thirds of the SPACs out there.”
To be sure, many of the ex-SPACs are cheap for good reason, and the definition of cheap depends on which metric and benchmark are used.
That said, former SPACs that trade at enterprise value-to-Ebitda below 10 with unanimous analyst endorsements include convenience store owner Arko Corp., industrials firm Alta Equipment Group Inc. and corporate facilities provider Target Hospitality Corp.
Others trading at EV multiples lower than the S&P 500 Index include Priority Technology Holdings Inc. and Organogenesis Holdings Inc.
Priority, a payments technology firm, has dropped by more than half after a SPAC merger in July 2018 despite growing revenue by 27% to $514.9 million last year; analysts expect improving cash flow and profitability on the horizon.
It trades at 11.6 times EV to Ebitda and a price-to-sales ratio slightly below one. Peers generally trade 19 times EV-to-Ebitda, Bloomberg data show. The two analysts who cover Priority both have buy recommendations.
Organogenesis, which sells regenerative medicines including a diabetic foot ulcer treatment, grew net revenue by 38% to $468.1 million in 2021. Its enterprise value-to-Ebitda ratio is roughly 10 and all four analysts that cover the stock recommend it, with an average 12-month price target that implies potential returns of nearly 200%.
Some ex-SPACs that have been around since before the boom years have shown what’s possible. Hostess Brands Inc., the maker of Twinkies and Ding Dongs, has roughly doubled since it went public via SPAC back in 2016. Pretzel and chipmaker Utz Brands Inc., which went public in August 2020, turned in a 16% annualized return since the deal was announced.
Truist analyst Andrew W. Jeffrey points to potential upside from Paya Holdings Inc., which is down by 55% since it went public via SPAC in October 2020. The Atlanta-based payment firm, which serves business-to-business users, trades at a discount to its peer group measured by price-to-earnings.
Revenue rose 21% in 2021; if 11 analysts who recommend the stock are right, Paya will start posting full-year net income in 2022, giving it a p/e ratio of 13 times forward earnings.
“Some of these SPAC names have been tarnished with the scarlet letter of being a SPAC, and that’s an opportunity,” said Darren Chervitz, a portfolio manager at Jacob Asset Management.
“The pendulum swings wildly in each direction — and I think we’ll see that pendulum swing back pretty aggressively to the other side.”
SPAC Retreat Shows Wall Street Awakens To Risk, Gensler Says
* SEC Chief Says Blank-Check Companies Must Be Treated Like IPOs
* Gensler’s Comments Come As Goldman, Bank Of America Back Away
Wall Street’s pullback from deals involving blank-check companies signals that major financial firms are concerned about the regulatory risks associated with the transactions, according to US Securities and Exchange Commission Chair Gary Gensler.
While Gensler declined to discuss specific firms, his comments about the once hot market come as Goldman Sachs Group Inc., Bank of America Corp and Citigroup Inc. are distancing themselves from deals involving special purpose acquisition companies.
Concern about an SEC crackdown has prompted Goldman Sachs to pull out of most work on SPACs and Bank of America to end relationships with some of the vehicles, Bloomberg News reported on Monday.
Rules the regulator proposed in March were meant to ensure that SPAC deals — and those involved in them — get more scrutiny, according to Gensler.
That proposal would tighten oversight of the market, require blank-check companies to disclose more information about potential conflicts of interest and impose new responsibilities on banks underwriting the transactions.
“For some market participants, they felt that they could arbitrage a set of rules and maybe there would be different rules applying to traditional initial public offerings than these SPAC-target IPOs,” Gensler said in an interview with Bloomberg in Washington. “The market has found it’s not necessarily less costly and it’s not necessarily more timely.”
For Wall Street, a major issue with the SEC’s proposal is that it would make it easier for investors to sue over false projections.
The SEC would consider underwriters of blank-check offerings to also play a similar role in the SPAC’s purchase of a target firm — known as a de-SPAC. That provision could pose a direct risk for investment banks.
Bank of America declined to comment on Gensler’s remarks. On Monday, Goldman Sachs said it’s reducing its involvement “in response to the changed regulatory environment”.
Citigroup paused new U.S. SPACs, Bloomberg reported last month, and the bank declined to comment at that time.
Blank-check deals have fizzled. The De-SPAC Index — which tracks 25 companies that have gone public through one of the combinations — has plunged.
US-listed SPACs raised $679.3 million via initial public offerings in April, 89% less than the monthly average of $5.95 billion in the last year, Bloomberg data show.
Gensler said the SEC’s proposed rule changes would ensure that SPAC acquisition targets are treated the same way that traditional initial public offerings are. “Like should be treated alike,” Gensler said.
Stock Selloff Crunches SPAC Creators As They Race To Find Deals
SPAC mergers have become harder to find, and creators stand to lose money without a deal; ‘It’s a ticking time bomb’.
An investor stampede out of risky trades is squeezing SPACs that are running out of time to find companies to take public, potentially leaving their architects without deals and saddled with sizable losses.
Firms that have gone public through mergers with special-purpose acquisition companies have tumbled lately alongside the technology sector and cryptocurrencies.
Supply-chain disruptions and technological setbacks have hurt many startups, combining with worries about high inflation and rising interest rates.
An exchange-traded fund tracking companies that have merged with SPACs is down about 30% for the year, a much sharper drop than the broader market. Some previously popular stocks such as sports-betting firm DraftKings Inc. and personal-finance startup SoFi Technologies Inc. have slid 50% or more.
Even shares of companies taken public by some of the most popular SPAC creators, such as venture capitalist Chamath Palihapitiya, have tumbled.
Those declines have slowed the creation of new SPACs and the pace of deals to a fraction of last year’s record levels. They have also prompted some companies that had previously agreed to go public through SPACs, such as savings-and-investing app Acorns Grow Inc., to call off the deals and attempt to raise money privately instead.
The slowdown mirrors weakness in the broader market for initial public offerings, which is off to its weakest start in years after 2021’s bonanza.
A unique element of the SPAC market is that shell companies’ creators typically have two years to find a company to take public, otherwise they must return money to investors and forfeit the $5 million to $10 million on average that they pay to set up the blank-check firms through lawyers and auditors and evaluate mergers.
Because so many SPACs raised money during the frenzy early last year, roughly 280 face deadlines in the first quarter of 2023, figures from data provider SPAC Research show.
If the current pace of SPAC deal making continues, analysts estimate that a large percentage of those blank-check firms won’t find mergers.
The merger window for many SPACs is closing because it often takes months to find a deal and many companies that previously might have considered such mergers are now electing to stay private, bankers say.
Creators of those SPACs and other insiders together are now expected by early next year to lose $1 billion or more—money known as “at-risk capital” that they have already spent setting up the SPACs and can never get back.
(Of course, if the creators do strike deals, they stand to make several times their money on paper because of how those deals are structured.)
“It’s a ticking time bomb,” said Matt Simpson, managing partner at Wealthspring Capital and a SPAC investor.
Some investors expect many SPACs to pursue low-quality companies to take public at improper valuations to stave off possible losses. They say that possibility shows the incentive problems inherent in such deals.
Even with that expected push, analysts say many SPACs won’t find mergers because there simply aren’t enough companies that will want to complete SPAC deals in time.
Analysts say the expected losses are a distinctive aspect of the current stock-market selloff because there is no way to recover the money for SPAC creators who can’t find deals. Never before have more than 600 shell firms raised money with such a limited time to put it to work.
The recent market collapse is already triggering some SPAC liquidations and throwing a wrench in deal negotiations, bankers say. It also comes as federal regulators are tightening rules on how blank-check companies make disclosures and business projections when taking companies public.
About 90% of the companies that completed SPAC mergers during the boom that started in 2020 now trade below the SPAC’s initial listing price, according to SPAC Research.
Also called a blank-check firm, a SPAC is a shell company that raises money from outside investors and trades on a stock exchange with the sole intent of merging with a private company to take public.
It typically has two years to do a deal or it must return the money to investors and forfeit the money its creators put in to set it up.
Hundreds of SPAC creators from former business executives to celebrity athletes dove into the market at its peak, hoping to benefit from the lucrative incentives that come with consummating a deal.
Creators can pay to extend their deadlines, particularly when they are in talks with a company to take public or have announced but not closed a merger. But observers say it will be challenging for so many SPACs to bring companies public given current market conditions.
“It’s an extraordinary amount of money that will be truly lost,” said John Chachas, co-managing principal at Methuselah Advisors, a boutique investment bank. He previously considered putting up some of his own money to launch a SPAC but decided against it.
Many analysts expect a small group of successful SPAC creators to continue to roll out mergers while less renowned executives struggle. Earlier this month, Grindr, a dating app focused on connections for LGBT people, unveiled a SPAC merger that valued it at about $2 billion, including debt.
Meanwhile, many professional investors say their performance has also held up. They typically invest in SPACs as an alternative to bonds by buying shares at low prices then either selling if shares rise, withdrawing before a deal is completed or getting their money back if no merger is done.
But for many SPAC creators struggling to find mergers, time is running out.
“There are definitely a lot of people that just jumped on the bandwagon,” said Patrick Galley, a SPAC investor and chief executive of RiverNorth Capital Management.
Is This The SPAC Era’s Worst Deal?
Cantor Fitzgerald and Goldman Sachs cooked up a fine mess with View Inc., with some help from SoftBank, Greensill and Credit Suisse.
The abysmal performance of businesses that have gone public by merging with special purpose acquisition companies has emboldened the US Securities and Exchange Commission to beef up investor protections and disclosure requirements.
SPACs were touted as a shortcut to a stock-market listing and a way for retail investors to gain access to promising start-ups. But the hype and haste have often sidetracked due diligence and financial controls.
The promise has given way to losses and, in some cases, lawsuits. An index of 25 companies that became public by combining with a SPAC has plummeted more than 75% from its peak in February last year.
When financial historians require a poster child for the SPAC boom and bust — echoing Pets.com in the dotcom era — they’ll be spoiled for choice, but may end up nominating View Inc.
The “smart-window” manufacturer’s disastrous $1.6 billion merger with a Cantor Fitzgerald-backed SPAC illustrates why reforms are long overdue.
Already reeling from an accounting scandal that blew up within months of the SPAC deal closing in March 2021, View last week warned it risked running out of cash.
The shares extended their decline to 93%, making it the second-worst performing large SPAC deal from the past two and a half years. 1 The cast of institutions involved with the company and its ill-fated blank-check transaction — Cantor, Goldman Sachs Group Inc., Softbank Group Corp., Credit Suisse Group AG and the now-insolvent Greensill Capital — reads like a game of tech-bubble bingo.
To recap, View manufactures glass panels with an electrically charged coating that automatically tints when the sun shines, obviating the need for window blinds.
The Silicon Valley-based company has racked up around $2 billion of losses since its inception more than a decade ago, and it has negative gross margins — a posh way of saying its smart windows cost more to build than they sell for.
Yet the SPAC delivered $815 million in gross proceeds, and in November 2020 it confidently predicted View would require “no additional equity capital” before achieving positive free cash flow.
However, View said last week its ability to remain a going concern was in “substantial doubt” because its $200 million of cash won’t last another 12 months. Whoops.
And as View hasn’t filed earnings reports since May 2021, it risks having its shares delisted from Nasdaq at the end of this month. The hiatus stems from View’s disclosure in August of accounting irregularities related to anticipated repair costs. The inaccurate warranty accruals forced the resignation of its chief financial officer in November.
The more realistic liability calculation far exceeded the company’s modest annual sales. “Uncovering an issue with the functioning of our finance and accounting organization is painful,” View’s CEO Rao Mulpuri wrote in a November letter to employees, adding he took “full ownership” of the problems.
The warranty review is complete, and no further material errors have been identified. Yet despite assurances of “substantial progress” the company still hasn’t published restated accounts for 2019 and 2020, nor the accounts for the last four quarters. Whoops again. View did not respond to requests for comment.
After sinking more than $200 million into the SPAC transaction, Singapore’s sovereign wealth fund, GIC, must be furious. Retail investors who piled into the stock are also licking their wounds. Not surprisingly, some have filed a class-action lawsuit.
Others have only themselves to blame. The SoftBank Vision Fund injected $1.1 billion into the company in 2018 – one of a long list of ill-advised investments in capital-intensive property-sector firms (You’ll recall WeWork Inc. and Katerra Inc., which also imploded). SoftBank remains View’s largest shareholder, with a 30.5% stake.
Rather eye-catchingly, a big chunk of the SPAC proceeds pretty clearly went to repay a $250 million high-interest credit facility provided by another troubled SoftBank investment, Greensill Capital.
The loan provider isn’t identified in the SPAC prospectus, but the size is similar to the exposure reported in January 2021 by a Credit Suisse Group AG supply-chain fund for which Greensill sourced assets.
The loan was repaid the same month Greensill filed for insolvency. The Swiss bank can count itself fortunate, as other risky Greensill lending has proven much harder to recoup.
Another dollop of the SPAC’s cash went toward $44 million of fees for the banks and law firms who worked on the deal. Goldman Sachs was View’s merger adviser and helped recruit investors for a separate $440 million pot of money that backstopped the SPAC transaction.
Meanwhile, Cantor Fitzgerald bankers were hired to advise its own SPAC — a regrettably common conflict of interest in SPAC-land. (Cantor’s CF Acquisition Corp II is one of at least eight SPACs it has created. Cantor ranked third last year in Bloomberg’s SPAC adviser league table, behind Citigroup Inc. and Goldman).
In fairness, Cantor disclosed the potential conflict, and the SPAC deal was struck at a lower valuation than SoftBank ascribed to View in 2018. Cantor also had more skin in the game than most SPAC founders, at least initially.
The receipt of one-third of its free sponsor shares (once worth $125 million but now almost worthless) was subject to its reaching now-likely unachievable stock price targets.
And some of its advisory fees were paid in shares rather than cash. Cantor also invested an additional $50 million in the transaction. It’s not clear if Cantor still owns as much View stock. A Cantor filing this week reported it owned just 8 million View shares at the end of March, a more-than 50% reduction. It declined to comment.
Like most SPACs, it didn’t obtain an independent fairness opinion on the deal value. That’s something the SEC’s proposed rules would effectively require in future SPAC transactions, along with forcing banks that underwrite SPAC IPOs to have legal liability for information in the prospectus, including financial projections.
It’s a pity, too, there wasn’t an independent underwriter in this instance as the quality of the Cantor SPAC’s preparation is being questioned by disgruntled investors who went to court in February to demand it hand over information on its diligence.
The chances of View becoming profitable quickly look slim, hence it must try to raise capital in a market that’s suddenly turned very sour on cash-burning tech companies.
Its plight highlights why companies need to have robust financial controls before they go public and why we need gatekeepers with full legal responsibility for SPAC disclosures. The SEC’s reforms come too late for View investors but may help avert another similar blowup.
The SPAC Bust Is Expensive
Also Melvin Capital, a DeFi hack, a foreclosed ape and some Musk stuff.
SPAC SPAC SPAC
A Common Enough Structural Feature In Financial Markets Is:
* There Is A Thing.
* Smart Wealthy Well-Connected Insiders Discover The Thing And Buy It.
* The Price Goes Up.
* Normal Retail Investors Discover The Thing And Buy It.
* The Smart Wealthy Well-Connected Insiders Sell The Thing At High Prices To The Retail Investors.
* Then The Price Goes Down.
I don’t think that this is the general mechanism of financial markets or anything — I don’t think that, like, “the smart money” is off buying one asset class while the rubes are buying something else — but it is definitely a mechanism.
For instance this could roughly describe much of venture capital, where VCs put money into startups at low valuations, and then those startups take off and go public at higher valuations.
Or it describes some of crypto, where VCs make billions selling, for instance, Luna tokens to retail just before they crash.
One amusing thing about the special-purpose acquisition company boom is that it kind of went the opposite way? The way a SPAC works is that a sponsor — generally a well-connected successful financier or businessperson — raises a pot of money from public investors and then goes and looks for a private company to take public using the pot of money.
If she succeeds, the public investors end up owning the target company, and the sponsor gets a huge chunk of shares almost for free. If she fails, the public investors get their money back with a tiny amount of interest, and the sponsor is out of pocket for the costs (underwriting fees, lawyers, etc.) of doing the SPAC.
Those costs are trivial in comparison to the huge chunk of shares she will get for free in a successful deal — but they are not trivial in comparison with nothing.
There was a huge boom in SPACs in 2020 and early 2021. Many retail investors piled into SPACs. And because of the demand for SPACs, many sponsors piled into raising SPACs. They saw other sponsors getting rich by raising SPACs and finding targets, so they wanted in.
And now there are a lot of SPACs chasing not many deals, and proposed Securities and Exchange Commission rules mean that it will be harder for those SPACs to do any deals.
SPACs are time-limited — generally they have to return their money after two years if they don’t do a deal — and a bunch of them are coming up on their expiration dates with no deals.
Plenty of retail investors probably got burned buying SPACs, paying huge prices for shares in SPACs that took speculative companies public, only to see the shares drop when the companies didn’t perform.
But the retail investors who piled in at the tail end of the boom just … sort of paid $10 for shares of SPACs that never did anything and will return their $10 with interest? Meanwhile the sponsors who piled in at the tail end are holding the bag:
An investor stampede out of risky trades is squeezing SPACs that are running out of time to find companies to take public, potentially leaving their architects without deals and saddled with sizable losses. …
A unique element of the SPAC market is that shell companies’ creators typically have two years to find a company to take public, otherwise they must return money to investors and forfeit the $5 million to $10 million on average that they pay to set up the blank-check firms through lawyers and auditors and evaluate mergers.
Because so many SPACs raised money during the frenzy early last year, roughly 280 face deadlines in the first quarter of 2023, figures from data provider SPAC Research show.
If the current pace of SPAC deal making continues, analysts estimate that a large percentage of those blank-check firms won’t find mergers.
The merger window for many SPACs is closing because it often takes months to find a deal and many companies that previously might have considered such mergers are now electing to stay private, bankers say.
Creators of those SPACs and other insiders together are now expected by early next year to lose $1 billion or more—money known as “at-risk capital” that they have already spent setting up the SPACs and can never get back. (Of course, if the creators do strike deals, they stand to make several times their money on paper because of how those deals are structured.)
“It’s a ticking time bomb,” said Matt Simpson, managing partner at Wealthspring Capital and a SPAC investor.
When we first started talking about SPACs, early in the boom, I was baffled by SPAC sponsors’ claims that the SPAC was an efficient way to cut out Wall Street and take companies public directly.
My view was, no, SPACs are hugely lucrative for Wall Street banks; it’s just that they’re also lucrative for their sponsors, which makes them more expensive than a traditional initial public offering for issuers and investors.
(You’re paying fees to banks and sponsors, instead of just to banks.) But actually the result is funnier than that: The SPAC boom might have been, among other things, a $1 billion transfer of value from SPAC sponsors to Wall Street bankers and lawyers. Wall Street got paid $1 billion of fees to not take companies public. Oops!
Mega-SPAC Mints A $21 Billion Fortune That Collapses In Minutes
* Miami Attorney John Ruiz Owns A 65% Stake In MSP Recovery
* The Company Began Trading Tuesday And Plunged As Much As 69%
If the SPAC craze is over, it’s going out with a bang by making a Miami lawyer who has owned speedboats named “Class Action” and “Power of Attorney” one of the richest people in the US — if only briefly.
MSP Recovery was valued at $32.6 billion in its merger with special purpose acquisition company Lionheart Acquisition Corp. II, the largest such combination ever in the US as measured by enterprise value.
It began trading Tuesday on the Nasdaq, plunging more than 60% to $3.85 at 10:04 a.m. in New York, less than an hour after its debut.
John H. Ruiz, 55, owns a 65% stake in the company. That position was worth $21.4 billion at the $10 merger price, but plunged to $8.3 billion after MSP began trading.
With the SPAC boom veering toward a bust as risk appetite wanes, the merger could end up being one of the last outrageous deals to reach the market. It stands out for its transactions between stakeholders, huge fees and lack of capital raised.
Ruiz, in an interview on Tuesday, said the drop in MSP’s share price was a result of poor market conditions and wasn’t specific to the company he founded in 2014.
MSP, based in Coral Gables, Florida, obtains reimbursements for payments wrongly made by Medicare and other health-care groups. It combs records and identifies potentially erroneous payments using data analysis.
It owns a portfolio of claims with a billed amount of $1.5 trillion, though it says revenue from the business hasn’t yet been substantial.
That hasn’t stopped Ruiz, a son of Cuban immigrants, from living a billionaire lifestyle for some time.
He purchased a Boeing 767 previously owned by Qantas Airlines to use as his private jet, the Miami New Times reported in April. The plane once would have flown about 300 people.
After a six-month refit costing almost $10 million, it sports a theater, two lounges, a master bedroom with a full bathroom and shower and space for about 30 guests. The plane is registered to MSP Recovery Aviation LLC, a company controlled by Ruiz that MSP pays for transportation services.
Ruiz and Frank Quesada, the company’s chief legal officer who has a stake in the post-combination company that’s now worth about $3.5 billion, separately own a law firm that will be the exclusive lead counsel for MSP. That positions them to receive 20% of all recovered payments.
Meanwhile, it’s the second post-merger SPAC deal for Lionheart’s chief executive, Ophir Sternberg, after taking fast-food chain BurgerFi International Inc. public in December 2020.
Those shares traded at about $3 on Tuesday, down 81% since its merger. BurgerFi’s founder sued Sternberg earlier this year relating to an investment he said he made in the sponsor of Lionheart. The lawsuit was later withdrawn.
Sternberg has history with Ruiz. They bought luxury powerboat manufacturer Cigarette Racing Team together last year. Also in 2021, Ruiz got a $20 million loan from Sternberg to buy a condo he was developing. He will pay it back in shares of MSP.
“Anytime we see these kinds of relationships, in particular financial relationships, between parties who are meant to be negotiating a transaction at arm’s length, it raises a red flag as to whether its a good deal,” said Usha Rodrigues, a professor of corporate finance at the University of Georgia’s law school, who has written about SPACs.
Ruiz said such issues were “red herrings” and don’t matter if they are properly disclosed.
“People have multiple business transactions among themselves — that’s the way America works,” he said.
Another big winner from the transaction is Nomura Holdings Inc., one of Lionheart’s underwriters. The bank will receive more than $24 million in fees now that the merger has closed.
Nomura owned about 8% of Lionheart’s shares, and agreed to vote that stake in favor of the business combination in advance of the meeting.
Nomura’s vote, plus that of Sternberg and other officers and directors, meant that the merger could be approved without winning the vote of any public shareholders, assuming the minimum quorum threshold.
MSP’s debut on the public markets didn’t raise significant capital. The SPAC initially raised $230 million, but almost half of shareholders chose to redeem their cash when the company voted to extend their timetable for executing a transaction, leaving $121 million in Lionheart’s account. Then, around 90% of remaining shareholders chose to redeem in advance of the merger.
Ruiz called that number “pretty typical.”
Transaction fees for the bankers, lawyers and accountants who helped make the deal happen come to $78 million, some of which has already been paid. Ruiz said MSP wasn’t burning through much cash, so the amount raised wasn’t a problem.
That still leaves some SPAC skeptics unsatisfied.
“It hasn’t been vetted to the same degree as a typical IPO, but it trades cheek by jowl with companies that do,” Rodrigues said. “It didn’t go public to raise any real money, most of the SPAC’s public shareholders have already gotten out, but the deal can go forward, without any real scrutiny by anyone.”
SPACs Are Warning They May Go Bust
More than two dozen companies say they may not survive much longer.
The SPAC boom brought a wave of companies to the public markets promising years of rapid growth and profits to investors. Two years since the boom began, many of these companies are already warning they may go bust.
At least 25 companies that merged with special-purpose acquisition companies between 2020 and 2021 have issued so-called going-concern warnings in recent months, according to research firm Audit Analytics.
Among those to issue the warnings—which come when a company’s auditor determines there is “substantial doubt” about its ability to stay afloat for the next 12 months—are a company planning to build an air-taxi network, numerous upstart electric-vehicle companies and a scooter-rental business.
The companies with warnings amount to more than 10% of the 232 companies that listed through SPACs in that period, Audit Analytics said. That percentage is roughly double that for companies that listed through more-traditional initial public offerings, Audit Analytics said.
The count excludes hundreds of IPOs by blank-check companies—SPACs before they merge with a private company—which often carry going-concern notices of their own.
The relatively large number of dire warnings is the latest example of the rough state of the SPAC sector, where scores of companies raised hundreds of millions of dollars as part of public listings.
Many companies, particularly startups with little revenue, quickly found that their projections were harder to attain than they said. Large portions of young companies in the sector have missed their forecasts.
“We’re going to see more of this,” Michael Dambra, a professor at University of Buffalo who studies SPACs, said of the going-concern notices. “The cash flows aren’t coming in,” he added.
SPACs—blank check companies with no operations that let private companies list on public markets by merging with them—exploded in use starting in mid-2020.
One attraction was that SPACs have looser regulations than IPOs, allowing startups to entice investors with projections of revenue and profits. More than 300 companies have listed publicly via SPACs since early 2020.
Regulators have since said they hope to change rules around projections for SPACs and make them more like IPOs. Shares of companies that listed through SPACs in 2021 were down an average of 59.5% as of Tuesday, according to an analysis by University of Florida researchers Minmo Gahng and Jay Ritter.
Glass window maker View Inc. manufactures windows that automatically change in tint based on sunlight. The Silicon Valley-based company won over deep-pocketed startup funder SoftBank Group Corp., which committed about $1 billion. In an investor presentation, it compared itself with Amazon.com and Tesla.
View merged with a SPAC in 2021, raising $815 million. The company told investors it didn’t expect to need additional financing before it would become profitable.
View’s cash has dwindled. As of year-end, it had $281 million, down from $518 million just nine months earlier.
It hasn’t reported any quarterly financial results since May 2021, and the Nasdaq has warned it may delist the stock, which is down more than 90% from its peak. View has said it is in the process of restating its earnings.
The company said in a recent filing that it expected to include a going-concern warning when it reports those results May 31, adding it doesn’t have “adequate financial resources” to fund its operations in the next 12 months. A spokesman declined to comment.
Companies that issue such warnings often survive. Additionally, auditors note that a large portion of companies that end up in bankruptcy never issued such warnings.
Electric-vehicle makers, which were popular among SPAC investors seeking the next Tesla, have often forecast rapid growth before having so much as a factory.
Since early 2021, at least six have disclosed investigations by the U.S. Securities and Exchange Commission. Three car or battery makers have issued going-concern warnings.
The struggles extend to other types of vehicles. Scooter-rental company Helbiz Inc.’s recent financial statements included a going-concern warning.
The company said in a SPAC presentation in early 2021 that it had a “clear path to profitability” for the year, but ended up with a $72 million loss. The company didn’t respond to a request for comment.
Some companies raised less than they expected—and now face the prospect of a cooling market for funding amid the tech stock rout. Lilium raised $584 million in a SPAC deal last summer. It plans to make electric air taxis that can rise and land like a helicopter—a type of vehicle that has yet to be certified by regulators.
The company initially said it expected to have enough cash to make it to its planned start of production in 2024. But it raised about $250 million less than it hoped in its SPAC merger last summer.
Its 2021 annual report included a going-concern warning. It also noted the company “will depend on additional financing” for its operations.
Binance-Supported Deal For Forbes to Go Public Via SPAC Is Called Off
Binance had invested $200 million in Forbes earlier this year as part of the plan.
Forbes Global Media Holdings confirmed Wednesday its shareholders have terminated plans to go public through a special purpose acquisition company (SPAC).
* The New York Times reported the news Tuesday, citing two people familiar with the matter.
* The Times attributed the decision, which would have taken Forbes public at a $630 million valuation through a merger with Hong Kong-based SPAC Magnum Opus Acquisition Ltd. (OPA), to waning interest in the once-popular investment vehicle because several recent SPACs have not performed well.
* In February, Binance announced it was making a $200 million strategic investment in Forbes and Magnum Opus Acquisition to help fund Forbes’ digital growth in a deal that would make Binance one of the top investors in the media firm.
* At the time, Binance CEO Changpeng Zhao said that “as Web 3 and blockchain technologies move forward and the crypto market comes of age we know that media is an essential element to build widespread consumer understanding and education. We look forward to bolstering Forbes’ Digital initiatives, as they evolve into a next level investment insights platform.”
* Late Tuesday, A Binance spokesperson told CoinDesk that “we’re continuing to review all possible options and look forward to working with the leadership team at Forbes in the months ahead.”
* Meanwhile, Axios reported earlier Tuesday the deal had until the end of business on Tuesday to file paperwork with the U.S. Securities and Exchange Commission to close its merger. If nothing is filed, either party involved can walk away from the deal.
SeatGeek And Forbes Nix SPAC Deals During Market Pullback
Souring investor sentiment has many would-be public firms reconsidering plans to list via blank-check companies.
Ticketing platform SeatGeek and media outlet Forbes Global Media Holdings Inc. terminated their mergers with blank-check firms on Wednesday, underscoring the challenges of taking companies public during this year’s stock-market turbulence.
SeatGeek and Forbes became the latest companies to end combinations with special-purpose acquisition companies, or SPACs, after many investors soured on the once-hot alternative to traditional initial public offerings.
With rising interest rates and high inflation buffeting stocks, many companies are electing to raise money privately instead of pursuing public listings, which skyrocketed to record levels last year.
Other companies to nix SPAC deals in recent months include savings and investing app Acorns Grow Inc.; billionaire Tilman Fertitta’s Fertitta Entertainment Inc., a holding company for Golden Nugget casinos and Landry’s restaurants; and drug-development technology firm Valo Health LLC.
More than 35 SPAC mergers have been called off since the start of November, topping the total from the previous four years combined, according to Dealogic.
One reason the SPAC market has been particularly hard hit during the market selloff is that investors can pull their money out of mergers that do get completed before the deals go through.
They are incentivized to withdraw when share prices are low because they can typically get their initial investment back or even make a small profit by doing so while eliminating the possibility of taking a loss on the trade.
Those withdrawals, known as redemptions, have soared recently, leaving companies that do complete deals with much less cash and in many cases further pressuring their stock prices.
“It’s going to be difficult for a lot of deals to get done,” said Patrick Galley, a SPAC investor and chief executive of RiverNorth Capital Management.
Business challenges for companies that already went public this way also are crunching SPAC creators, who typically have two years to complete a deal before they must return money to investors and forfeit the several million dollars they pay to set up the SPAC.
At least 25 companies that merged with SPACs between 2020 and 2021 have issued so-called going-concern warnings in recent months, meaning there is “substantial doubt” about their ability to stay afloat for the next year, according to research firm Audit Analytics.
Also called a blank-check firm, a SPAC is a shell company that raises money and lists on a stock exchange with the intent of merging with a private firm to take it public.
After a deal is announced and regulators approve it, the company going public replaces the SPAC in the stock market.
For much of 2020 and 2021, shares of startups that combined with SPACs soared, letting companies raise large sums of cash and enriching SPAC creators who received lucrative incentives for finishing deals and on average made several times their initial investment.
But when the market reversed last summer, the math underpinning many mergers fell apart.
Additionally, regulators have increased oversight of the market and the projections many startups made when going public this way, adding to the pressure. Analysts now expect many of the nearly 600 SPACs that are seeking mergers to fail and return money to investors.
Those blank-check company creators together are expected to face total losses north of $1 billion by the middle of next year.
SeatGeek had previously agreed to merge with RedBall Acquisition Corp., a SPAC that counts famed baseball executive Billy Beane among its backers, in a deal that valued the event-ticketing platform at about $1.35 billion, including debt.
SeatGeek cited the challenging market for rapidly growing companies Wednesday in announcing that the deal is dead.
The RedBall SPAC also had previously discussed a merger with Boston Red Sox owner John Henry’s Fenway Sports Group LLC, but the two sides never reached a deal.
Business-media outlet Forbes on Wednesday ended its merger agreement with the SPAC Magnum Opus Acquisition Ltd.
Forbes’s reversal follows BuzzFeed’s rocky merger with blank-check company 890 5th Avenue Partners Inc. BuzzFeed faced a number of challenges after announcing its plans to go public last June.
Late last year, about 94% of the $287.5 million the SPAC raised was withdrawn by investors, and the company has lost more than half of its market value since it went public in December.
Since then, Vice Media also scrapped plans to go public through a $3 billion merger with blank-check firm 7GC & Co. Holdings.
SPACs also have been in the news this week because Democratic Sen. Elizabeth Warren said she would introduce a bill to tighten regulations and crack down on the incentives blank-check company creators receive when completing deals, citing reports in The Wall Street Journal and other media outlets.
The Securities and Exchange Commission, Wall Street’s top regulator, recently proposed new disclosure rules for SPACs.
Crypto SPACs Brace For Cruel Summer With Lower Valuations, SEC Scrutiny
Deals may need to get repriced, an industry investment banker told CoinDesk.
Special purpose acquisition companies (SPAC) were Wall Street’s hottest way to hit the public market, but the craze has cooled amid an overall market downturn along with added Securities and Exchange Commission regulations.
If parties involved in existing deals want to proceed, they’re going to need to reprice them to reflect current market comps, Peter Stoneberg, managing director at M&A firm Architect Partners, told CoinDesk. “SPACs overall have been very volatile and on a downward trajectory,” Stoneberg said.
Last Wednesday, media outlet Forbes scrapped its plans to go public via a SPAC at a $630 million valuation through a merger with Hong Kong-based Magnum Opus Acquisition Ltd. (OPA). Crypto exchange Binance had previously provided a $200 million strategic investment in Forbes in conjunction with the proposed deal.
To enhance investor protection, the SEC recently said that it would propose “specialized disclosure requirements with respect to, among other things, compensation paid to sponsors, conflicts of interest, dilution, and the fairness of these business combination transactions.”
The SEC’s report noted that SPACs nearly doubled the amount they raised from over $83 billion in such offerings in 2020 to more than $160 billion last year. The SEC added that in those years over half of all initial public offerings were conducted using a SPAC.
Stoneberg noted headwinds for SPAC participants. The SEC is now being more cautious on the overall SPAC process, particularly crypto-linked deals, he added.
Crypto Miners And Capital
Cryptocurrency miners require plenty of capital for data centers and rigs, but capital is scarce now, Stoneberg said.
“There’s not a lot of capital out there for mining companies right now or for SPACs,” he said. The private investment in the public equity (PIPE) market was “very active, but today it’s pretty much dead.”
Here Are Crypto SPAC Deals Investors Are Watching:
* Circle, the backer of the USDC stablecoin, and its combination with Concord Acquisition Corp. (CND). The parties reached a new agreement with an initial outside date of Dec. 8, with the potential to extend to Jan. 31, 2023, under “certain circumstances.”
* Miner PrimeBlock with 10X Capital Venture Acquisition Corp. II (VCXA), in a deal expected to close in the second half of the year.
* Miner Bitdeer and Blue Safari Group Acquisition Corp. (BSGA), in a deal that was recently extended.
* Bitmain-backed miner BitFuFu and Arisz Acquisition Corp. (ARIZ), which is expected to list on the Nasdaq in Q3.
* Miner Griid Infrastructure and Adit EdTech Acquisition Corp. (ADEX), originally expected to close in Q1.
* Coincheck, one of Japan’s largest crypto exchanges, with Thunder Bridge Capital Partners IV. The deal is expected to be completed in the second half of this year.
* Investing platform eToro Group and FinTech Acquisition Corp. V (FTCV). The deal has a June 30 termination date.
* Crypto investment platform Bullish and Far Peak Acquisition Corp. (FPAC), with an outside termination date that was recently extended to July 8.
* Digital asset trading network Apifiny Group and Abri SPAC I, expected to close in Q3.
Crypto-SPAC Deals Stuck In SEC Limbo As Token Demand Plunges
* Blank-Check Deals With Digital-Assets Face Accounting Scrutiny
* Circle, Etoro And Bullish Global All Pushed Back Deadlines
Crypto companies that have been trying to go public since last year’s boom remain stuck in a lengthy back-and-forth with US regulators, adding to the pile of challenges facing the industry.
Bids to merge with blank-check companies are getting scrutiny from accountants at the Securities and Exchange Commission because the asset class raises fresh bookkeeping issues, according to people familiar with the matter.
Dates for closing multibillion-dollar deals involving Circle Internet Financial Ltd., a stablecoin issuer, and exchanges run by Bullish Global and eToro Group Ltd. have all been pushed back multiple times.
While the SEC has been stepping up oversight of all deals involving special purpose acquisition companies, the delays are particularly fraught for virtual-coin companies already reeling from a steep market downturn.
The total market value of cryptocurrencies has plunged to less than $1 trillion from $3 trillion in November amid high-profile blowups and a rise in interest rates that’s sapped demand.
“This is just another brick in the obstacle wall that has been steadily constructed by the SEC to impede crypto developments,” said Gary DeWaal, chair of Katten Muchin Rosenman’s financial markets and regulation practice.
In some cases, the regulator now takes twice as long to review paperwork from firms in the crypto industry as they do for other sectors, according to data and research provider SPACInsider. The SEC declined to comment.
The SEC doesn’t technically approve SPAC deals, but sponsors are loathe to finalize a tie-up until the agency is satisfied. That means that even for those involving more vanilla companies, the back-and-forth over investor disclosures can go on for months.
Bitcoin has declined for nine straight days, falling as much as 8.6% on Wednesday. The world’s biggest cryptocurrency was down 2.3% at 4:20 p.m. in New York.
Topsy-turvy markets can create new risks that companies must disclose to investors and lead to prolonged discussions with regulators. For crypto, another major sticking point has been accounting guidance that the SEC issued in March.
To satisfy the agency, firms must count assets they’re safeguarding for customers as liabilities on their balance sheets.
It’s standard for the SEC chief accountant’s office to get involved in the review process when businesses raise new accounting issues, said one of the people familiar with the matter who asked not to be named discussing the agency’s internal procedures.
Successfully navigating that process with the regulator is crucial for SPAC sponsors who generally must complete a deal within two years.
Bullish Global revised its paperwork for a sixth time on May 31, and now has until July to close its SPAC deal that last year was valued at $9 billion. Trading platform eToro, which has until June 30 to complete its SPAC deal that’s been valued at $8.8 billion, is studying the accounting guidance, a spokesperson said.
Bullish Global declined to comment beyond its filings. Last month, Circle updated its accounting in the latest amendment of its SEC registration statements to reflect the SEC’s guidance.
“We appreciate that the SEC is being thorough as they navigate fairly novel businesses that want the trust, transparency and accountability that come with being a public company,” Circle said in a statement. The firm announced in February that the terms of its planned merger changed and the value of the transaction had doubled to $9 billion.
Since taking over as head of the agency in April 2021, Gensler has frequently raised concerns around crypto and SPACs.
In March, the SEC proposed sweeping rule changes for all blank-check companies. That proposal would tighten oversight of the market, require more disclosure about potential conflicts of interest and impose new responsibilities on banks underwriting the transactions.
Since then the once white-hot SPAC market has cooled significantly with underwriters including Goldman Sachs Group Inc. and Bank of America Corp. have distanced themselves.
While some have applauded the SEC’s plan to crack down on SPACs, others on Wall Street are pushing back. The specter of increased legal liability for banks underwriting the transactions emerged as a particular sticking point in comment letters filed with the regulator this week.
Of 14 total crypto-related SPAC deals announced since 2019, only five of have closed, according to SPACInsider.
The SPAC Era Comes To A Whimpering End
Newly public companies are getting bought out—for far less money—while blank-check promoters prepare for a more skeptical market.
SPACs were one of Wall Street’s hottest trades during the pandemic bull market that finally came to a crashing close in June. Special purpose acquisition companies, also known as blank-check firms, go public without having a business yet.
Instead, they’re formed to raise money so that they can buy another, still-private company to be chosen later.
SPACs captured the imagination of a lot of ordinary investors who saw them as a way to get in early on promising startups before they went public.
The fad also attracted a range of Wall Street titans, athletes, and celebrities looking to get a piece of the pie by starting their own SPACs. But tumbling stock prices—especially those of more speculative, early-stage companies—have wiped out billions of dollars in value for shareholders who held SPACs after their acquisition deals.
Some companies that went public via a merger with a SPAC have fallen so far that they’ve been bought by private companies or competitors at far lower prices.
At the same time, a lot of blank-check companies that have yet to do a deal are coming up on big deadlines. If they don’t find a deal soon, they’ll have to return the money they raised to their shareholders.
This isn’t the first time blank checks have flopped. An iteration in the 1980s rode the boom in penny stocks, but the business became notorious for fraud and was all but wiped out when Congress passed tougher rules. The latest SPAC era is coming to a close less dramatically, in a long, painful wind-down.
* The Boomerang Kids
When a SPAC finds a private business to buy and then merges with it, what it’s really doing is helping that company go public without some of the oversight and cost of a conventional initial public offering. The merged entity takes on the target company’s name and business operations while inheriting the blank-check firm’s stock listing.
For example, the SPAC Healthcare Merger Corp. combined with the telemedicine provider SOC Telemed Inc. to bring that company onto the Nasdaq in November 2020. On its first day of trading under that name, it closed at $9 a share.
SOC was a public company for less than a year and a half. In April, it boomeranged back into private hands when it was bought out for just $3 a share by Patient Square Capital, a private equity firm. SOC’s cameo appearance on the stock market wiped out more than $300 million in value for the shareholders who held on all the way through.
Auto insurer MetroMile Inc. has also taken a buyout offer, from publicly traded insurance company Lemonade Inc. MetroMile is currently trading for less than a dollar a share, far below the $17 it traded at after the INSU Acquisition Corp. II blank-check company finished merging with it early last year.
And then there’s the very odd case of Redbox Inc., the company famous for renting DVDs from vending machines. It’s accepted an offer to be purchased by Chicken Soup for the Soul Entertainment Inc. in a deal that assessed its total equity at $31 million, less than 5% of its value when Seaport Global Acquisition Corp. helped Redbox go public.
But in a flashback from 2021, Redbox shares have since been embraced by social media-driven “meme” traders, sending the stock soaring far above the price shareholders will get if the deal goes through.
These deals could be just the beginning. The De-SPAC Index, which measures the performance of companies that went public via a blank-check company, is down 62% this year, about three times the loss of the S&P 500. That’s likely to attract some bargain hunters while inspiring activist hedge fund investors to push for buyouts.
“There’s going to be restructuring, takeouts by private equity,” says Victoria Grace, a venture capital investor who founded Queen’s Gambit Growth Capital, a SPAC that merged with Dubai-based ride-hailing company Swvl Holdings Corp. “But that makes sense for a lot of those that are not performing the way they need to, to be a proper public company.”
Swvl recently traded at $6.40 a share, down about a third from its value after the deal that brought it to the Nasdaq in April. “We are in a challenging macro environment, and our focus is on running a sustainable business that will be profitable,” Grace says.
* A Wall of Redemptions
In a raucous stretch in 2020 and 2021, more than 850 blank-check companies raised about $250 billion, creating a glut of management teams on the hunt to find something to buy. Generally, SPACs need to locate and complete an acquisition within 24 months, and there are now about 410 companies with $116 billion looking for deals by the end of March 2023, according to SPAC Research data analyzed by Bloomberg.
That could be tough. SPACs can’t do a deal without their investors’ approval, and with markets in a spin, shareholders are likely to be extra skeptical. When SPACS run into their deadline, they have to give investors their money back—typically $10 per share, the initial price of most blank checks—plus interest.
Management teams can get short extensions, but they usually have to pay shareholders for this as well as getting their approval.
Part of the idea of a SPAC is that talented managers can use their industry insights and connections to locate especially good companies and then help them grow. But with so many SPACs under pressure to find deals, those managers may stretch further from their areas of expertise.
Tuscan Holdings Corp. II bailed on its initial plans to merge with a cannabis firm, and instead is striking a pact with Surf Air Mobility Corp., a membership-based operator of private planes with plans to rely on electric engines. That came after almost three years of hunting for a deal and multiple extensions.
SPAC managers, also known as sponsors, have a strong incentive to make deals: In some cases, they can get 20% of the newly public company while risking a comparatively small amount of their own cash to pay for things like fees to underwriters and others. “One of the criticisms of SPACs is, between the underwriters and the sponsors, you have too many middlemen taking a piece of the pie,” says Jay Ritter, a University of Florida finance professor who studies SPACs and IPOs.
Even so, the industry’s choppy performance has driven some seasoned sponsors to withdraw or abandon plans for SPACs that would’ve raised more than $29 billion this year alone. Teams led by well-known sponsors including Paul Singer’s Elliott Management Corp. and James Murdoch, son of media mogul Rupert, have bowed out.
Other SPACs that are trading have seen key backers hand over the reins to other managers. As the pace of deals slows to a crawl, Ritter estimates close to 80% of SPACs will call it quits and return their money to investors.
SPACs could enter a mature phase where only managers who are serious and committed to the vehicle will be successful, says Anderson Lafontant, senior adviser at Miracle Mile Advisors. “It will allow teams to slow down, conduct the proper due diligence, and not rush to get a deal done because they are afraid of losing it,” she says.
But SPACs have drawn criticism from the US Securities and Exchange Commission, which is talking about tighter regulations.
“Even without the SEC’s proposed rules, we were on track for a natural down cycle, with too many SPACs and not enough targets,” says Usha Rodrigues, a professor of law at the University of Georgia who has researched blank checks. “This might be the death of SPACs.”
* The Remaining Winners
For all that, some savvy investors have managed to make money off SPACs. Hedge funds including Millennium Management, Citadel, and D.E. Shaw & Co. were among the biggest investors at the end of the first quarter, owning more than $4 billion each, according to SPAC Research. Hedge funds typically aren’t long-term investors. When a merger is announced, the hope is the stock will spike, and they’ll cash out before the deal closes.
Institutional investors who bought in early often had another edge. If they invested in a SPAC at its IPO—when it raised money for a future acquisition—they’d pay $10 a share for the stock but also get some warrants. These are options to buy shares of the merged company later at a set price. Selling the stock while hanging on to the warrants can snag a nice profit even if the acquisition is a dud in the long run.
Elizabeth Warren and other Senate Democrats sent a letter to six prominent SPAC operators last September outlining a number of concerns about big institutions benefiting from SPAC deals at the expense of ordinary investors. They also called out hedge funds for cashing in on warrants, which they said were “effectively lottery tickets,” albeit ones with a far better chance of paying off.
One hedge fund manager, Boaz Weinstein, started loading up on SPACs in the second quarter of last year and purchased $5.5 billion of them over the next 12 months, according to an investor in his Saba Capital Management.
Since the investment in a SPAC earns interest while the company looks for a deal, for Saba it’s basically a safe place to park cash, with a potential kicker from warrants. The fund uses the money it makes on the SPACs to pay for its bearish bets on corporate bonds. It’s a nice deal if you get it—but as blank checks dry up, it may disappear, too.
Wave of SPAC Deals Canceled in Latest Blow to Stumbling Industry
* At Least Four SPAC-Tied Deals Called Off In Less Than 24 Hours
* Market Malaise Shuts Checkbooks; Some Sponsors Return Money
A flurry of blank check mergers were called off over the past 24 hours as target firms and SPAC sponsors deal with market turmoil that has shaken the industry and capital markets.
At least four special-purpose acquisition company tie-ups have been called off since the end of Thursday’s trading, bringing the year’s total to 30 breakups.
The malaise is expected to keep Panera Brands, the owner of Panera Bread and Einstein Bros. Bagels, and online brokerage eToro private.
With just over half the year gone, SPACs and the companies that went public by merging with them have fizzled amid one of the stock market’s worst routs in decades that has been particularly cruel to riskier stocks.
The De-SPAC Index, a basket of companies that completed their tie-ups, has crashed 67% and more than 700 SPACs are either on the hunt for deals or racing the clock to close ahead of deadlines.
Panera’s canceled deal leaves restaurateur Danny Meyer’s USHG Acquisition Corp. with about eight months to find and close a merger before a deadline.
The broken deal between Betsy Cohen’s FinTech Acquisition Corp. V and eToro, according to the Information, would give the SPAC until December to merge with a partner and mark the second canned SPAC tie-up for one of the industry’s most well-known sponsors.
SPACs are known as blank checks because they raise money through a public offering with the goal of buying a private business. They have limited time to complete a deal, typically about two years.
If they don’t meet that deadline, the company must return the cash to shareholders, though they can buy a short extension by giving holders more cash.
Industry uncertainty and a backlog of deal-needy SPACs have driven at least eight sponsors to close shop and return cash to investors this year.
The glut of teams on the hunt and unpredictability hanging over the equity markets have pushed dealmakers to withdraw and quietly abandon planned SPACs that would have raised roughly $30 billion so far this year, according to data compiled by Bloomberg.
eToro To Terminate $10B SPAC Merger In Mutual Agreement With Acquisition Firm
The firm is reportedly seeking a new funding round that would infuse with more cash at a 50% lower valuation than one year ago.
On Tuesday, special purpose acquisition company (SPAC) FinTech Acquisition Corp. V announced that it terminated its purposed takeover of Israeli cryptocurrency exchange eToro via a bilateral agreement. In explaining the decision, Fintech V chairman of FinTech V Betsy Cohen said:
“eToro continues to be the leading global social investment platform, with a proven track record of growth and strong momentum. Although we are disappointed that the transaction has been rendered impracticable due to circumstances outside of either party’s control, we wish [CEO] Yoni and his talented team continued success.”
Last year, eToro and Fintech V announced the SPAC takeover valuing the former at $10 billion. However, it appears that eToro has run into difficulties, possibly due to the ongoing cryptocurrency bear market, and is in need of a capital infusion to enhance its operations. eToro is reportedly considering a private funding round of $800 million to $1 billion, valuing the firm at $5 billion.
In comparison, Fintech V, which is traded on the Nasdaq exchange and whose sole purpose is to merge with a private company so the latter can “receive” public listing status, has about $250 million in cash held in trust. Nevertheless, Yoni Assia, co-founder and CEO of Toro, assured the public about the state of eToro’s underlying business:
“Our balance sheet is strong and will continue to balance future growth with profitability. We ended Q2 2022 with approximately 2.7 million funded accounts, an increase of over 12% versus the end of 2021, demonstrating continued customer acquisition and retention rates that have been improving over time.”
EToro SPAC Deal For Public Listing Canceled As Transaction Becomes ‘Impracticable’
The decision was taken mutually with FinTech Acquisition Corp. V.
Trading platform eToro’s planned public listing through a merger with special purpose acquisition company (SPAC) FinTech Acquisition Corp. V has been terminated, the firms announced Tuesday.
* The closing conditions agreed upon when the merger was proposed in March last year have not been met, the companies said.
* When first agreed, the merger was set to form a combined entity worth $10.4 billion, reflecting an implied enterprise value for eToro of about $9.6 billion.
* According to Betsy Cohen, chairman of Fintech V, “The transaction has been rendered impracticable due to circumstances outside of either party’s control.”
* As the decision was taken mutually, neither party is required to pay a termination fee.
* While SPAC deals have been a popular way for crypto companies to access public stock markets in recent years, their attraction has cooled during the downturn in the crypto markets. Media outlet Forbes had planned to go public through a $630 million SPAC deal with Hong Kong-based Magnum Opus Acquisition Ltd. (OPA), but this was scrapped in late May.
* “While this may not be the outcome that we hoped for when we started this process, eToro’s underlying business remains healthy, our balance sheet is strong and will continue to balance future growth with profitability,” eToro CEO Yoni Assia said in the statement.
* Peter Stoneberg, managing director at M&A firm Architect Partners, told CoinDesk: “SPACs overall have been very volatile and on a downward trajectory.”
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