SPACs: No Small Potatoes, and Still Growing Like an Idaho Spud

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It is nearly impossible these days to avoid SPACs, which most of you know by now stands for Special Purpose Acquisition Companies.

According to SPAC Insider, there were 226 SPAC IPOs from 2009 through 2019, compared with 248 in 2020 alone. No small potatoes as a financing vehicle, SPACs this year will experience yet another spurt of explosive growth.

Mark Y. Liu, partner at Akerman LLP, who hosted a recent webinar on the topic, said those 248 SPACs raised $83 billion last year. Amazingly, 550 SPACS were in registration as of March 31, 2021, looking to raise $162 billion more. And SPAC Analytics reveals that SPACs made up 55 percent of all IPOs in 2020 and 76 percent of those thus far in 2021.

Sometimes known as “blank check” companies, SPACs are typically publicly owned shell companies with no operations, but with mandates to acquire private operating companies, usually in a specifically stated sector. If the SPAC does not complete a transaction within 18-24 months, it is liquidated, and funds are returned to the company’s investors. 

Trend or a fad? 

SPACs are growing like Idaho spuds and loved by investors.

While the numbers appear to say “trend,” Business Insider recently noted that investor appetite for SPACs is declining. Additionally, SPACs have come under scrutiny by the SEC over reporting, accounting and governance practices.

On the other hand, and supporting the trend side of the equation, Goldman Sachs estimates that that SPACs could drive $900 billion in M&A enterprise value in the next two years, with nearly $129 billion of SPAC capital currently searching for acquisition targets.

James Keckler, from D.A. Davidson’s investment banking group, and on the webinar with Liu, noted a few things to watch for on the horizon. He believes SPACs and their acquisition targets will get even bigger; that celebrities will continue to increase their involvement with SPACs; and that there could be multiple companies involved in a SPAC merger, versus the typical one-to-one model currently being utilized. Does that mean conglomerate?

The real question:

Are SPACs good for sponsors, the acquired companies and investors? The answer according to Liu, and others, is a resounding “yes” for all three. 

For SPAC sponsors, the benefits include access to capital markets, founder warrants and common stock incentives, and the ability to use both cash and stock for acquisitions. For potential acquisition targets (this one comes from Covington Capital Management), the ability to skip the tedious process of filing a registration statement and bypass a roadshow is attractive. And for investors, the positives include redemption rights, $10 per unit liquidation value and liquidity. 

On the downside, and not that much different from any company going through the IPO process, are the costs of going public, the reporting requirements, market oversaturation, and as some industry watchers have noted, SEC scrutiny (although this could be a good thing for investors).

Whether one is a SPAC investor, merging a company into a SPAC, or forming one, below are a few sound principles to practice:

  • First, a public company is a public company. No matter the capital structure, management team or industry, all rules and regulations governing exchange-traded securities must be closely followed.
  • Next, it is vitally important that communications are complete and transparent, both requisites to build credibility and a loyal investor following.
  • Third, fourth and fifth, research the management teams and their backgrounds; understand what the investment opportunity is really about; and ensure that the language in all documents is easy to understand, with jargon kept to a minimum.

Lastly, although there are many more “secrets” that we readily share with our clients, please know that SPAC formation, merging, and investing are not necessarily quick ways to riches. Old fashioned performance, and maybe even going public through the tried-and-true method established by the SEC in 1933, usually will win out in the long-term. But for right now, SPACs are growing like Idaho spuds and loved by investors.

Laurie Berman, lberman@pondel.com

Roger Pondel, rpondel@pondel.com

Taking America’s Pulse Online

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The Pew Research Center recently announced it would be conducting the majority of its U.S. polling online, much like most other public opinion surveys these days.

Until recently, phone-based surveys were the de facto standard for opinion polls. According to Pew’s own research, the number of surveys conducted over the Internet “have increased dramatically in the last 10 years,” driven by available technology and lower costs.

What shifting to online polling means for our long-term phone survey trends | Pew Research Center

The paradox is that people respond to online and phone polls differently. Pew calls this the mode effect, when responses to some of the same questions are different depending on the interview format.

For Pew, switching to online polling after years of telephone surveys will have an impact on quantifying historical data. This also may influence how media report on the center’s year-over-year trends.

Online polling methodologies may be shaping a new generation of survey taking. The good news is that trusted pollsters are transparent about these approaches.

And when it comes to the pros and cons of online vs. telephone surveys, a simple Web search will yield myriad results, including observations from Pew, as well as in Forbes.

Most polling firms and universities use a combination of online and telephone survey methods. It’s essential, however, that online surveys produce statistically accurate data, especially when the results are used by media.   

To help ensure reporting accuracy, the National Council on Public Polls published a list of 20 questions a journalist should ask about poll results. The irony is that reporters don’t have time to review questions because of today’s ultra-competitive “real-time” news environment. 

General consensus says polls serve a greater good helping define public opinion on everything from brands to policy. Media love surveys too. So much so that The Hill launched “What America’s Thinking,” a Web TV show that focuses on the latest news about public opinion.

As storytellers, we rely on accurate trends to help shape different narratives on behalf of our clients, whether that data is derived from the Web or via telephone.

— George Medici, gmedici@pondel.com

Twitter’s Double Standard – A Case Study in Crisis Communications

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The power of Twitter is unparalleled especially when the “news” is filled with high stakes and lots of drama, such as in the case of movie mogul Harvey Weinstein.

A slew of actresses and female Hollywood A-listers recently have come out publicly corroborating Weinstein’s sexual misconduct, spurred by actress Rose McGowan, whose Twitter account had been temporarily locked after a series of posts about The Weinstein Co. founder’s sexual wrongdoings, including toward her.

Twitter’s reason for locking McGowan’s account was because one of her tweets violated the platform’s terms of service, which included a private phone number. The account was eventually unlocked and Twitter added, “We will be clearer about these policies and decisions in the future.”

Twitter’s action against McGowan prompted much resistance, including a Vanity Fair article alluding to the platform’s hypocrisy, referencing other tweets from the U.S. president and even white supremacist groups. Twitter contends it “will not ban content that is newsworthy or has public-interest value.”

Jack Dorsey, CEO of Twitter in 2016. Photo credit: CNBC

Jack Dorsey, CEO of Twitter in 2016. Photo credit: CNBC

While the story is newsworthy, a technical analysis can see where Twitter may be consistent in its user policy. Needless to say, celebrities are more inclined to make news.

Take actress Alyssa Milano for example. The “Who’s the Boss?” star jumped into the Weinstein fray by initiating a “me too” campaign, tweeting, “If you’ve been sexually harassed or assaulted write ‘me too’ as a reply to this tweet.” The tweet went viral, sparking tens of thousands of engagements, while generating traditional media coverage.

The good news is that Twitter gives anyone the opportunity to participate in the public narrative. The not so good news is that outrageousness, conflict, fortune and fame, is what cuts through the clutter, often leaving lesser known individuals and organizations the silent majority.

Twitter is in sort of a crisis, too. Stories like the Weinstein affair keep the social network relevant and included in mainstream media coverage, although it’s hard to determine if this is having a positive impact on ad revenue since the company’s stock continues to languish since its 2013 initial public offering.

Even though 500 million tweets are posted on Twitter every day from 328 million monthly active users, user growth has slowed or even halted, according to the company’s latest earnings report.

The question remains what’s next for Twitter. For starters, it does in fact need to be clearer about its policies and decisions. An effective issues management campaign might just be what the platform needs to foster more users. Getting in front of this issue is paramount to alleviate any concerns about the platform’s so-called hypocrisy.

Messaging is starting to take shape. Twitter’s founder Jack Dorsey recently pledged to “take a more aggressive stance in our rules and how we enforce them” to safeguard users, particularly women, and in response to a #WomenBoycottTwitter campaign.

And finally, proving Twitter’s relevance in the social narrative to ensure that everyone’s voice is heard, not just high-profile individuals and organizations, may be easier said than done.

— George Medici, gmedici@pondel.com

The Public Relations (and Future) of Healthcare

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U.S. Senate Debates Future of Healthcare Reform

U.S. Senate Debates Future of Healthcare Reform

There was a time not so long ago when healthcare was a huge mystery, understood only by doctors and industry insiders. Today, much of that mystery has been unlocked through the Internet and a curious populace, as billions of dollars are being spent marketing drugs and services to physicians and consumers alike.

The conversation (and controversy) surrounding healthcare in the U.S. continues to evolve at both the industry and legislative levels. With a divided Congress and an influx of emerging technologies, the need for enhanced communication by healthcare companies is greater than ever.

Providers, hospitals, biotech, pharmaceutical and medical device companies, among others, all have distinct reasons and needs for communicating, from securing funding, to FDA reporting and complying with other regulatory processes, to introducing new products or therapies to providers and patients.

Regardless of the reason, communication at the professional level plays a fundamental role in every facet of healthcare. In the last decade, the avenues available for reaching target audiences have multiplied exponentially, ranging from social media to direct communications.

As one example, when the FDA approves a new medication, the message a pharmaceutical company wants to convey to consumers will center around how the new therapy can improve patients’ lives; the message to physicians focuses on the medication’s safety and efficacy, patient indication and reimbursement.

Many factors are at play in a changing healthcare landscape, and uncertainty fosters opportunity. Our industry, whether the focus be investor relations, strategic public relations, product publicity or social media, is likely to see a bevy of communications firms launch new departments devoted to healthcare, according to a recent blog post in PR News.

Communications advisory firms and agencies that will thrive in the new healthcare landscape are those that can help create new narratives for their clients, along with messaging that resonates and facilitates the right exposure for an organization’s products or services among many stakeholders, including existing and potential customers, investors and key opinion leaders.

Change is the constant in the healthcare sector, and smart, effective communication remains paramount.

— Joanna Rice, jrice@pondel.com

Best and Worst

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Some CEOs are great and offer stellar business advice. Some CEOs are not so great and fall victim to errors of judgment.  Today’s blog looks at some of the best and worst (of 2016), courtesy of Forbes (via MSN) and Business Insider.

Best: “It takes 20 years to build a reputation and five minutes to ruin it. If you think about that, you’ll do things differently.” – Warren Buffett

Worst: While defending a significant price increase for an important medication, a healthcare company’s CEO claimed that the product was fairly priced and blamed high-deductible health plans for the increase. In October 2016, the company “agreed to pay a fine of $465 million to settle accusations that it overcharged the government” for its products.

Best: “The biggest risk is not taking any risk…In a world that’s changing really quickly, the only strategy that is guaranteed to fail is not taking risks.” – Mark Zuckerberg

Worst: After last year’s presidential election, the CEO of a cybersecurity startup threatened on Facebook to kill the president-elect. He resigned from the company in November 2016, and later admitted that what he said “was incredibly dumb, perhaps the dumbest thing I have ever said.  I really only have myself to blame for this.”

Best: “My mother always taught me to never look back in regret but to move on to the next thing. The amount of time people waste dwelling on failures rather than putting the energy into another project always amazes me.” – Richard Branson

Worst: When the CEO of a large U.S. bank only shouldered some of the blame for opening new customer accounts without permission in order to meet quotas, and put much of the blame on “the 5,300 low-level employees who had already been fired,” Senator Warren accused him of “gutless leadership.” Later he admitted full responsibility and stepped down from his position.

Laurie Berman, lberman@pondel.com

Watch What You Read

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Photo credit: Getty

Shopper with Lord & Taylor bag. Photo credit: Getty

Perhaps it was trumped (pun intended) by bigger news, but the Federal Trade Commission recently announced its first-ever enforcement action involving a subject near and dear to the hearts of professionals in the investor and public relations business—the unfortunate, increasingly blurred lines between real and paid-for news.

The FTC action received almost no media coverage, which was too bad. The case involved retailer Lord & Taylor, which ultimately settled, over what appeared to be a legit story about the company’s clothes, published on the fashion website Nylon. But it was really an ad.

With print publications, such trickery is rarely an issue. We all have seen that smallish line saying, “Paid Advertisement.”  Online, however, that’s not often the case.

While there is nothing wrong with online advertising, readers should be made aware that the content is sponsored.

In a press release, Jessica Rich, director of the FTC’s Bureau of Consumer Protection, said, “Lord & Taylor needs to be straight with consumers in its online marketing campaigns. Consumers have the right to know when they’re looking at paid advertising.”

So shame on Lord & Taylor, and perhaps even a bigger shame on Nylon. The real message resulting from the enforcement action is: Readers, watch what you read these days, particularly online, because it is becoming more difficult to tell the difference between ads and articles.

— Roger Pondel, rpondel@pondel.com

 

The Public Relations of Lobbying

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Influence is the common denominator between public relations and lobbying. One influences opinion, and the other, government.

While these disciplines sometimes work in tandem, they are separate and distinct. In New York, however, that may not be the case. The New York State Joint Commission on Public Ethics (JCOPE) earlier this year issued an advisory opinion that expands the definition of lobbying to include aspects of public relations.

The lobby of the House of Commons. Painting 1886 by Liborio Prosperi.

The lobby of the House of Commons. Painting 1886 by Liborio Prosperi.

Whoa nelly, says the Public Relations Society of America (PRSA), the nation’s largest and foremost membership organization for public relations and communication professionals, which blasted JCOPE in a statement, saying the opinion “will lead to more confusion as to what lobbying is, circumvention based on the ambiguous standards articulated, and less trust in government.”

While the current advisory opinion is being challenged in court, JCOPE’s new interpretation of the New York State Lobbying Act, ambiguous as it may be, says consultants engaged in “direct” or “grass roots” lobbying on behalf of a client must comply. Believe it or not, this includes traditional PR tactics, such as message development, drafting press releases and contacting media.

The definition of a lobbyist usually revolves around compensation. According to the National Conference of State Legislatures, there are more than 50 versions of lobbying laws in states and territories,  ranging from definitions of lobbyists to payment thresholds for compensation or reimbursements.  New York’s current threshold is $5K annually.

Excluding media was probably a good “PR play” by JCOPE, no pun intended. Just think of how top-tier outlets like the New York Times and Wall Street Journal and hundreds of others would react if they had to register as “lobbyists?” It also would be interesting to learn how a reporter would feel if he or she was included in a PR firm’s “disclosure” for its “lobbying” activities.

The reality is media outlets frequently meet with public officials. But should a person who simply set up a meeting between a client and an editorial board qualify as a lobbyist? Common sense says no. The difference is that editorial boards have their own guidelines and choose what they cover or report on. Lobbyists, on the other hand, go directly to the source to sway opinion.

PR practitioners basically are connecting the dots, middlemen so to speak. Aside from helping point stakeholders to pertinent information, or connecting people with similar or disparate points of view, we help clients define messages and better articulate their narratives. But it’s always the client’s message, never that of a PR firm.

— George Medici, gmedici@pondel.com

Is Being Too Polished a Public Speaker Bad?

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Borowitz-Fact-checking-Reveals-GOP-Debate-Was-Four-Percent-Fact-1200

Sen. Marco Rubio (R-FL) (3rd from left) during a GOP debate last year. Photo credit: Justin Sullivan/Getty published in The New Yorker.

Some are born with it. Others practice a lot. Establishing a visceral connection with an intended audience is paramount to the success of any public speaker.

Watching the 2016 presidential debates can be good lessons learned when it comes to public speaking in corporate life. A schmorgesborg of styles are hitting the TV airwaves among the candidates of both parties. Some are slow talkers, others quick, and some are just loud.

So what about being too polished? Could that be a bad thing? We train corporate spokespeople to take command of the issues and the stage. In other words, teach them to come across poised, and yes, polished too. Apparently that is a bad thing, at least when it comes to politics.

It was a surprise to many PR folks that GOP candidate Sen. Marco Rubio was criticized for being too eloquent of a speaker. Some likely voters used the word “robotic” to describe the Florida junior senator. Even the New York Times acknowledged this trait in a recent op-ed titled, “Marco Rubio Is Robotic, but Not Out of It.” Many other media outlets reported on Rubio’s mechanical demeanor as well.

It’s easy to understand that not having a “connection” with an audience can be detrimental. One example of a flawless presenter is Joel Osteen. Watching the pastor deliver a sermon to the thousands in attendance of his Texas-based Lakewood Church is quite amazing.

It really boils down to authenticity, or in other words, being real. Mostly all communications, especially via social media and video, is about delivering a message that directly speaks to is intended audience. That’s the key to success for so many viral videos and posts.

Effective public speaking—to customers, investors and other corporate audiences—certainly can help business careers. A Harris survey on behalf of cloud-based presentation platform company Prezi reported that 70 percent of employed Americans who give presentations agree that presentation skills are critical to their success at work. Coincidentally, 75% of the presenters surveyed indicated that they would like to improve their presentation skills.

The work never ends, and we all agree that practice makes perfect. For Marco Rubio, he has acknowledged his machinelike nature and plans on being more “real” among likely voters. Ironically, this level of skill may require less rehearsing and more speaking “off the cuff,” which may present its own set of problems.

— George Medici, gmedici@pondel.com

 

 

Hello 2016

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We’re excited to usher in 2016 and looking forward to keeping you informed on this blog about all things relevant to investor relations, strategic public relations and Julia Child’s secret recipes.  Now that your ears are perked, following are a couple of interesting tidbits from PondelWilkinson.

  • Evan Pondel recently wrote the cover story for IRupdate magazine on how to think like an activist.   He interviewed Chris Kiper, founder of activist firm Legion Partners, for a rare look at his playbook.  Check out the story on page six of the issue.
  • PondelWilkinson volunteered a couple of weeks ago at Working Dreams’ Holiday Toy Event, where PW helped foster children select presents that were donated to the organization.  Following is a picture of the team.Working Dreams
  • And last but certainly not least, Roger Pondel wrote the following New Year’s resolution on transparency.

2016 Resolution: Don’t Forget the Transparency

At the risk saying, “We told you so,” 2015 proved to be a year when companies that failed to heed our mantra, Transparency Adds Value, took it on the chin.

Whether privately owned or publicly traded, in times of crisis or when all is going well, transparency always pays off…period. And the lack thereof, almost always backfires bigtime.

Probably the year’s biggest lack-of-transparency story was Volkswagen’s emission-cheating scandal that actually began more than 10 years ago, long before the news broke. I guess it’s hard to keep those kinds of secrets forever. Want to buy a VW today? How ‘bout an Audi?

In our business, people sometimes have the misimpression that it’s all about spin. (I hate that word, except when it’s part of an exercise class and done to a Latin jazz beat.)

No, it’s not about spin. It’s about journalistic fact finding, developing a communications and messaging strategy, perhaps biting some bullets a la corporate castor oil style…then telling the truth to mitigate the damage and maintain reputation.

And it’s not all about crises. Just look at what happened in 2015 to the valuations of many once-considered-hot, pre-public tech companies that lost billions in combined valuation because of lack of transparency.

Lack of transparency hurts customers, employees and investors alike. And while no one is happy to hear less than stellar corporate news, the market rewards transparency. Companies that do not practice it would do well to heed our mantra in 2016 and beyond.

Here’s to a transparent 2016 that brings peace and prosperity to all!

For The Love of Polling

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think it aboutMedia love polls. Data  helps identify trends that can be turned into stories or support or debunk a particular story narrative.

Polls have become instrumental in helping shape politics. Consider the GOP debates for the 2016 presidential election. Approval ratings are determining what candidate gets national camera time and who doesn’t.

Americans love polls too, unless they are asked, “Would you like to take a brief survey?” We get to find out what is the best-tasting ice cream or coffee, what is America’s favorite color (blue by the way), and that four out of five dentists recommend Trident to their patients who chew gum.

Polling in the U.S. pretty much started in the early 19th century during Andrew Jackson’s second presidential bid when supporters conducted polls at rallies. Much has changed since then, partly because in 1932, George Gallup through a new methodology accurately predicted that his mother-in-law would win a local Iowa election for secretary of state. The rest is history.

Today we have all kinds of polls, and not just political ones. There are straw polls, opinion polls, tracking polls, exit polls, and surveys of all kinds. But can polling really influence decisions? If the majority of Americans say they would vote for a particular candidate, would that sway someone’s decisions one way or another? Many political pundits say that President Clinton was notorious for using polls, but did that comprise a desire for popularity from doing what he believed was right? Whatever the reason, he certainly was one of America’s more popular presidents as the country experienced considerable economic growth and expansion during his tenure.

Polling helps keep the media business alive, and as many PR pros can attest, helps define business stories and trends that are so vital to reporters.

There is much debate on polling in America, some even calling for banning them. General consensus, however, believe otherwise, and say that polls serve a greater good. Another important question is how accurate are polls? Most experts agree that, when done right, they are accurate, which is corroborated by modern history, including Gallup’s 1932 prediction.

One organization that is surveying the attitudes and trends shaping America and the world is the Pew Research Center. Did you know that 51 percent of people across 40 countries including the U.S. believe they already are being harmed by climate change? That number drops to 41 percent among Americans. No doubt these numbers can impact policy making decisions whatever side the climate change debate you sit on.

So, it’s probably safe to say polls are good, unless the next poll shows that they aren’t.

– George Medici, gmedici@pondel.com