For founders looking to take their company public, special purpose acquisition companies (SPACs) offer a less risky, shorter alternative to traditional IPOs, if a few best practices are observed. In a SPAC, companies are formed in order to raise capital in an initial public offering and then uses the cash to acquire a private company, thereby taking it public, usually within a two-year time frame.
The process recently has become popular, especially because SPACs allow founders to avoid the extensive disclosures mandated by the traditional IPO process. Often, SPAC investors don’t even know the startup they will be acquiring–earning SPACs the nickname of “blank-check companies.” In 2021, there were 30 percent more SPAC issuances than traditional IPOs, according to The Financial Times.
But if you’re considering a blank-check deal, keep in mind that there’s one factor that is the best determinant of success. According to Wolfe Research, SPACs led by “experienced operators,” or CEOs with direct operating experience in the industry of the company being acquired, had greater returns on average than those that did not. The research found that just one year out, SPACs with experienced operators averaged a 73 percent rally, whereas those lacking an industry veteran suffered a 14 percent loss on average.
As reported by CNBC, a rather volatile market led some SPAC deals to unravel, causing companies to settle for less-than-optimal targets or change the deal all together. For this reason, the U.S. Securities and Exchange Commission warned investors in March to re-consider putting money in SPACs, especially those run by celebrities.
“It is never a good idea to invest in a SPAC just because someone famous sponsors or invests in it or says it is a good investment,” the SEC wrote on its website. That’s why if you’re considering a SPAC, don’t be swayed by big dollar amounts or celebrity names. Instead, think carefully about the experience that the blank-check company leaders are bringing to the table.
By Brit Morse, Assistant editor, Inc.
Special Purpose Acquisition Company also known as a “blank check company“, is a shell corporation listed on a stock exchange with the purpose of acquiring a private company, thus making it public without going through the traditional initial public offering process. According to the U.S. Securities and Exchange Commission (SEC), “A SPAC is created specifically to pool funds in order to finance a merger or acquisition opportunity within a set timeframe. The opportunity usually has yet to be identified”. SPACs raised a record $82 billion in 2020, a period sometimes referred to as the “blank check boom”.
Because a SPAC is registered with the SEC and is a publicly-traded company, the general public can buy its shares before the merger or acquisition takes place. For this reason they’ve been referred to as the ‘poor man’s private equity funds.’
Academic analysis shows the investor returns on SPACs post-merger are almost uniformly heavily negative (however, sponsors at the flotation of the SPAC can earn excess returns), and their proliferation usually accelerates around periods of economic bubbles, such as the everything bubble in 2020–2021, when the volume and quantity of capital raised by SPACs set new all-time records.
SPACs generally trade as units and/or as separate common shares and warrants on the Nasdaq and New York Stock Exchange (as of 2008) once the public offering has been declared effective by the SEC, distinguishing the SPAC from a blank check company formed under SEC Rule 419. Commonly, units are denoted with the letter “u” (for unit) appended to the ticker symbol of SPAC shares.
Trading liquidity of the SPAC’s securities provide investors with a flexible exit strategy. In addition, the public currency enhances the position of the SPAC when negotiating a business combination with a potential merger or acquisition target. The common share price must be added to the trading price of the warrants to get an accurate picture of the SPAC’s performance.
- Domonoske, Camila (2020-12-29). “The Spectacular Rise Of SPACs: The Backwards IPO That’s Taking Over Wall Street”. NPR. Archived from the original on 2021-02-22.
So what is a SPAC? A “special purpose acquisition company” is a way for a company to go public without all the paperwork of a traditional IPO,
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