SPACs Are A New Part Of The Same Market Story

The most unique feature of the modern market is how fast everything happens. As we wrote back in November, the 2020 stock market essentially plotted the entire seven-year journey investors endured around the financial crisis in just seven months.

And as markets have moved to more quickly and efficiently discount all future outcomes, a series of mini-bubbles have become a defining feature of market today. And it appears SPACs (Special Purpose Acquisition Company) are taking their seat at the table.

George Livadas, portfolio manager at Upslope Capital Management, wrote cautiously about the SPAC space in his fourth quarter investor letter published Wednesday. “In recent years we’ve seen a number of mini-bubbles come and go rapidly (pot stocks, short vol, blockchain, etc),” Livadas writes.

“We’ve also seen what looks like a general speeding up of broader market regimes (flash bear markets of late 2018 and early 2020). For the SPAC bubble to be exempt from this phenomenon, one must assume that SPACs really are a better, lasting mousetrap vs. traditional IPOs. This seems highly unlikely.”

Livadas also cites impending lock-up expirations and the first full run of detailed quarterly results from many companies taken public by SPAC sponsors as risks for the space. Livadas disclosed that as of the end of the fourth quarter, Upslope was short 11 SPACs and two electric vehicle stocks, all as-yet unnamed.

But even the discussion of SPACs as a sector or asset class unto itself proves the enthusiasm has gone too far. SPACs are, after all, just a financing scheme, an alternate route for companies to go public that requires fewer disclosures than a traditional IPO or direct listing process. In exchange for this easier process, the company being taken public offers a bigger part of itself for sale to the SPAC sponsor.

Traditionally, this higher level of dilution made SPACs attractive for turnaround stories. Existing shareholders in a business that is struggling are typically more willing to give up an ownership stake in exchange for fresh capital, or a new management team running the company.

Though as Goldman Sachs strategists noted back in December, the sectors now being targeted by SPAC sponsors are no longer beaten down turnaround stories but high growth areas like pharma, tech, and electric vehicles. The SPAC has shifted from being a last resort to a first choice for many companies.

What Is a Special Purpose Acquisition Company (SPAC)?

A special purpose acquisition company (SPAC) is a company with no commercial operations that is formed strictly to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. Also known as “blank check companies,” SPACs have been around for decades. In recent years, they’ve become more popular, attracting big-name underwriters and investors and raising a record amount of IPO money in 2019. In 2020, as of the beginning of August, more than 50 SPACs have been formed in the U.S. which have raised some $21.5 billion.

Key Takeaways

  • A special purpose acquisition company is formed to raise money through an initial public offering to buy another company.
  • At the time of their IPOs, SPACs have no existing business operations or even stated targets for acquisition.
  • Investors in SPACs can range from well-known private equity funds to the general public.
  • SPACs have two years to complete an acquisition or they must return their funds to investors.

How a SPAC Works

SPACs are generally formed by investors, or sponsors, with expertise in a particular industry or business sector, with the intention of pursuing deals in that area. In creating a SPAC, the founders sometimes have at least one acquisition target in mind, but they don’t identify that target to avoid extensive disclosures during the IPO process. (This is why they are called “blank check companies.” IPO investors have no idea what company they ultimately will be investing in.) SPACs seek underwriters and institutional investors before offering shares to the public.

The money SPACs raise in an IPO is placed in an interest-bearing trust account. These funds cannot be disbursed except to complete an acquisition or to return the money to investors if the SPAC is liquidated. A SPAC generally has two years to complete a deal or face liquidation. In some cases, some of the interest earned from the trust can be used as the SPAC’s working capital. After an acquisition, a SPAC is usually listed on one of the major stock exchanges.

Advantages of a SPAC

Selling to a SPAC can be an attractive option for the owners of a smaller company, which are often private equity funds. First, selling to a SPAC can add up to 20% to the sale price compared to a typical private equity deal. Being acquired by a SPAC can also offer business owners what is essentially a faster IPO process under the guidance of an experienced partner, with less worry about the swings in broader market sentiment.

SPACs Make a Comeback

SPACs have become more common in recent years, with their IPO fundraising hitting a record $13.6 billion in 2019—more than four times the $3.2 billion they raised in 2016. They have also attracted big-name underwriters such as Goldman Sachs, Credit Suisse, and Deutsche Bank, as well as retired or semi-retired senior executives looking for a shorter-term opportunity.

Examples of High-Profile SPAC Deals

One of the most high-profile recent deals involving special purpose acquisition companies involved Richard Branson’s Virgin Galactic. Venture capitalist Chamath Palihapitiya’s SPAC Social Capital Hedosophia Holdings bought a 49% stake in Virgin Galactic for $800 million before listing the company in 2019.1

In 2020, Bill Ackman, founder of Pershing Square Capital Management, sponsored his own SPAC, Pershing Square Tontine Holdings, the largest-ever SPAC, raising $4 billion in its offering on July 22.

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By: Myles Udland

Blank Check Company Definition A blank check company is a developmental stage company that has no specific business plan or has the intent to merge or acquire another firm.

moreInitial Public Offering (IPO) An initial public offering (IPO) refers to the process of offering shares of a private corporation to the public in a new stock issuance.

moreShares Shares are a unit of ownership of a company that may be purchased by an investor.

moreSponsor A sponsor can be a range of providers and entities supporting the goals and objectives of an individual or company. moreConditional Listing Application (CLA) A conditional listing application (CLA) is an interim step in the listing process for the Toronto Stock Exchange (TSX).

moreLearn About Secondary Offering A secondary offering is sale of new or closely held shares of a company that has already made an initial public offering (IPO).

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