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?
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, firstname.lastname@example.org
Roger Pondel, email@example.com