Am I the only one who thinks that's a massive hole in the rules? You IPO an empty shell, which passes easily because it does nothing, and then any old shop with a messy business can then be bought by it?
I wouldn't consider it a hole in the rules, it's more of an alternative listing method.
In my view, nothing materially changes. If 23andMe is a turd then an IPO through Goldman or JPMorgan isn't going to really change that, and neither will an SPAC.
Although it's a little bit "gambling" because you don't know what the SPAC acquisition will be ahead of time, I think the SPAC vehicle is great for retail investors. If you take IPOE and SoFi for example, you could have bought Social Capital Hedosophia's IPOE SPAC at $13/share or something and watched it grow once the shares were slated to be turned into SoFi shares. But in the traditional IPO process, well, you get to buy the SoFi shares at the IPO price. If you have a high net worth, that's probably fine. But if you're a retail investor - well, look at AirBnB's IPO price at $68/share and what you could actually get it at on IPO which was closer to $140 or something.
In other words, you get a little bit of exposure to the game, and of course a little bit of exposure to the risk as well which is "I don't know who they will merge with".
What? At least as described above, the material requirements for disclosures changes. Is the description above wrong or do you not find disclosures to public market investors to be
material?
I don't think they're material. The IPO prospectus for companies is a sales pitch with a bunch of legal "we may never make money" comments. If you commit fraud you'll wind up in court, disclosures or otherwise. Oh and nobody reads any of these documents, let alone any quarterly numbers.
I think SPACs are certainly a more risky way to put your money to work, but they're fine.
Companies that don't make money, have never made money, and to my eyes have absolutely no path to profitability IPO too - the banks just like to collect fees to get you to the public market. Does it really matter if they do it through an SPAC? I don't think it does.
I disagree in the importance of an S-1 disclosure. Detailing the actual business plan of the company, as to what people think the plan is, was invaluable for WeWork. Uber's quarterly earnings are a continual source of entertainment. I personally wouldn't put any money into a public company before an actual SEC-required statement, and an SPAC bypasses the first.
I think it depends on what we're talking about, right? My suggestion is that largely nobody cares or looks at these disclosures, not that they aren't important. I think institutional investors probably do, but they're certainly willing to invest in SPACs as well, it's not like it's only retail investors who buy shares of SPACs.
Your point about the business plan is interesting... it depends on the perceptions that investors have that the company can achieve a business plan, but it's not necessarily accurate right? Uber was going to do all this autonomous taxi stuff, and had it outlined in their business plan. WeWork was punished for having a crappy business plan before it filed, Uber has a crappy one (or at least one that turned out to be crappy in my opinion) and went public anyway. The disclosures certainly didn't help much - they aren't a guarantee. Things like Adam Neumann leasing his own properties to WeWork came out before any of these disclosures. If WeWork went the SPAC route (and it actually looks like it will at a $10bn or so valuation), it's not like you really hide all that stuff any more than you hide it in the normal IPO process.
If you don't like that Social Capital Hedosophia is taking SoFi public via IPOE SPAC, you can dump your shares. It's not like you have to hold the shares. It's a speculative position to take. Hell, at least you can actually dump the shares before the listing even happens - for IPOs there can be lockup periods where you wind up losing money because the IPO was way overpriced. Banks get their fees either way (which is fine).
Once the SPAC has identified a company to buy, investors in the SPAC get a choice to either stay invested or get their money back with interest. So it's only a blank check initially, but not once it matters.
Source: https://www.bloomberg.com/opinion/articles/2021-01-08/spac-m...
My understanding was that SPAC shares came with a warrant that could be exercised for shares in the acquisition target, rather than transmuted directly into shares. After the management fee, market premium and exercise cost are you really coming out ahead? Am I misunderstanding the mechanics?
No, you're not coming out ahead. You're roughly paying a 20% cost of capital. In today's frothy markets, you might make up for that in the public markets, but it does seem that mostly second tier companies are going public through SPACs.
I know porn when I see it, and this is a flashing neon sign that reads "get in on our definitely not fraudulent spacs here to absolutely not lose money to the institutional investors juicing a most assuredly not failing business"
The company I work at, which shall remain nameless, is going through or went through this SPAC process, and we're assuredly growing and have good fundamentals, so it's not _just_ a parlor trick for Wall Street, but _some_ of them probably are.
On top of this, SPACs usually have private PIPE investors who get shares at the "IPO" price, typically 10 dollars, while people who buy the public SPAC shares typically have to pay twice that, which feels super scammy.
That sounds a bit like claiming that it's scamy a company founder gets a higher salary than future employees. Of cause the company is allowed to raise money anyway it sees fit, including providing discount for individual investors for any given reason. If you don't like how they are carrying out their business you can just not invest. Which you might be leaning towards, which is why if you where a potential big investor they might offer you a discount to get you onboard as well.
The sponsors of the SPAC set aside for themselves a big chunk of the shares of the newly combined entity. So in general, the company gets a worse price than it would if it had gone public via an IPO.
So if the principals involved in a startup set up their own SPAC to take the company public, they could screw minority shareholders in the original company like, say, employees?
The laws generally require that these things be “arms length transactions”, basically meaning that the two parties are legitimately at odds over the price. Your example would not be that.
Most sponsors don't hold shares unless for the stock pops way beyond the $10. For the average company, you may end up as a public company with no cash raised. This can be mitigated by a concurrent PIPE, but otherwise you're SOL.
Right now it kind of seems like every IPO does happen this way. There's kind of a SPAC mania going on. I can name at least 5 companies that are going public through SPACs, and two more that are rumored to be doing the same soon (Virgin Orbit and Lucid Motors).
Theoretically, you get a lower price with an SPAC. However, if so much money is looking for returns, then the price might not be so low as to discourage it compared to other traditional ways to IPO.
SPAC acquisitions raise significantly less money for the target acquired company, so generally a target only goes the SPAC route if their financials aren't in good enough shape to go the traditional IPO route (offering, dutch auction, or otherwise).
Most SPAC acquisitions involve high-risk companies, for recent examples: Lucid (10 years on and still no actual product for sale), Nikola (fraud), 23andMe (its financials are reportedly not in great shape), Opendoor (huge portfolio of risky real properties), EVgo (history of massive losses), Clover Health (accusations of fraud, under DOJ investigation).
SoFi is the only company I can think of that is going the SPAC route that was potentially in the shape to IPO (their potential IPO was tenatively valued at $17 billion at the start of 2020, but the SPAC acquired them for around 8.65 billion). They apparently chose not to IPO because they wanted "deal certainty." However, leaving that much money on the table is a huge red flag for a financial company; it suggests that 2020 was a bad year for them and that they wanted to avoid disclosure, or that their financials are not in great shape.
If you’re investing in an SPAC, you should know this already. Everything is transparent, so I don’t see what the loophole is, or who or how anyone is getting bamboozled?
Company wants to go public with higher guarantee of price, they go with SPAC. Investor wants higher return, they invest in SPAC, but there is no higher return without higher risk.
No you're not the only one, it is a massive loophole that benefits corporations and the perfect example of why government regulation can never really work in the end. There will always be a way around found.
