Special Purpose Acquisition Company (“SPAC”)

A special purpose acquisition company (SPAC), sometimes called blank-check company, is a shell company [established for capital formation] that has no operations but plans to go public with the intention of acquiring or merging with a company utilizing the proceeds of the SPAC's Initial Public Offering (IPO). SPACs allow retail investors to invest in private equity type transactions, particularly leveraged buyouts. According to the 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."

SPAC Characteristics

Offerings

In the early 2000s, SPACs were typically sold via an initial public offering (IPO) in $6 units consisting of one common share and two "in the money" warrants to purchase common shares at $5 a common share at a future date usually within four years of the offering. Today, a new generation of SPAC offerings are more commonly sold in $10 units of one common share and an "out of the money" warrant or fraction thereof. SPACs 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 U.S. Securities and Exchange Commission (SEC), distinguishing the SPAC from a blank check company formed under SEC Rule 419. 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.

By market convention, 85% to 100% of the proceeds raised in the IPO for the SPAC are held in trust to be used at a later date for the merger or acquisition. A SPAC's trust account can only be used to fund a shareholder-approved business combination or to return capital to public shareholders at a charter extension or business combination approval meeting. Today, the percentage of gross proceeds held in trust pending consummation of a business combination has increased to 100% and more.

Each SPAC has its own liquidation window within which it must complete a merger or an acquisition. Otherwise it is forced to dissolve and return the assets in the trust to the public stockholders. In practice, SPAC sponsors often extend the life of a SPAC by making a contribution to the trust account to entice shareholders to vote in favor of a charter amendment that delays the liquidation date.

In addition, the target of the acquisition must have a fair market value that is equal to at least 80% of the SPAC's net assets at the time of acquisition. Previous SPAC structures required a positive shareholder vote by 80% of the SPAC's public shareholders for the transaction to be consummated. However, current SPAC provisions do not require a shareholder vote for the transaction to be consummated unless as follows:
Type of transaction & Shareholder approved required

• Purchase of assets..........................................................................................No
• Purchase of stock of target not involving a merger with the company..........No
• Merger of target with a subsidiary of the company.......................................No
• Merger of the company with a target............................................................Yes

Governance

So stockholders of the SPAC can make an informed decision on whether they wish to approve the business combination, the company must make full disclosure to stockholders of the target business, including complete audited financials, and terms of the proposed business combination via an SEC merger proxy statement. All common share stockholders of the SPAC are granted voting rights at a shareholder meeting to approve or reject the proposed business combination. A number of SPACs have also been placed on the London Stock Exchange AIM exchange. These SPACs do not have the aforementioned voting thresholds.

Since the financial crisis, protections for common shareholders have been put in place allowing stockholders to vote in favor of a deal and still redeem their shares for a pro-rata share of the trust account. (This is significantly different from the blind pool - blank check companies of the 1980s, which were a form of limited partnership that did not specify what investment opportunities the company plans to pursue.) The assets of the trust are only released if a business combination is approved by the voting shareholders, or a business combination is not consummated within the amount of time allowed by a company's articles of incorporation.

Management

The SPAC is usually led by an experienced management team composed of three or more members with prior private equity, mergers and acquisitions and/or operating experience. The management team of a SPAC typically receives 20% of the equity in the vehicle at the time of offering, exclusive of the value of the warrants. The equity is usually held in escrow for 2–3 years and management normally agrees to purchase warrants or units from the company in a private placement immediately prior to the offering. The proceeds from this sponsor investment (usually equal to between 2% to 8% of the amount being raised in the public offering) are placed in the trust and distributed to public stockholders in the event of liquidation.

No salaries, finder's fees or other cash compensation are paid to the management team prior to the business combination and the management team does not participate in a liquidating distribution if it fails to consummate a successful business combination. In many cases, management teams agree to pay for the expenses in excess of the trusts if there is a liquidation of the SPAC because no target has been found. Conflicts of interest are minimized within the SPAC structure because all management teams agree to offer suitable prospective target businesses to the SPAC before any other acquisition fund, subject to pre-existing fiduciary duties. The SPAC is further prohibited from consummating a business combination with any entity affiliated with an insider, unless a fairness opinion from an independent investment banking firm states that the combination is fair to the shareholders.

Banking

I-Bankers Securities Inc. has participated in 118 SPAC IPOs as an (co-)underwriter since 2003 and 14 deals in 2019, in total more than any other bank. In recent years, bulge bracket banks have started participating in more SPAC IPOs, with Cantor Fitzgerald & Co. and Deutsche Bank Securities Inc. on the cover of 30 SPAC IPOs from 2015 through August 2019.  Citigroup, Credit Suisse, Goldman Sachs, and BofA have all built a significant SPAC practice, while Cantor Fitzgerald led all SPAC underwriters in 2019 by book-running 14 SPACs that raised over $3.08bn in IPO proceeds.

Legal Counsel

Since 2018 the top five law firms with SPAC IPO legal assignments are Ellenoff Grossman & Schole; Skadden, Arps, Slate, Meagher & Flom; Graubard Miller; Winston & Strawn, and Kirkland & Ellis.

SPACs in Europe

In July 2007, Pan-European Hotel Acquisition Company N.V. was the first SPAC offering listed on the Euronext Amsterdam exchange, raising approximately €115 million. I-Bankers Securities has been the underwriter with CRT Capital Group as lead-underwriter. That listing on NYSE Euronext (Amsterdam) was followed by Liberty International Acquisition Company, raising €600 mln in January 2008. Liberty is the third largest SPAC in the world and the largest outside the U.S.A. The first German SPAC was Germany1 Acquisition Ltd., which raised $437.2 million at Euronext Amsterdam with Deutsche Bank and I-Bankers Securities as underwriters. Loyens & Loeff served as legal counsels in The Netherlands.

SPACs in emerging markets

Emerging market focused SPACs, particularly those seeking to consummate a business combination in China, have been incorporating a 30/36 month timeline to account for the additional time that it has taken previous similar entities to successfully open their business combinations.

History

Since the 1990s, SPACs have existed in the technology, healthcare, logistics, media, retail and telecommunications industries after investment bank, GKN Securities, specifically founders David Nussbaum, Roger Gladstone and Robert Gladstone, who later founded EarlyBirdCapital with Steve Levine and David Miller, currently managing partner of Graubard Miller law firm who developed the template. However, since 2003, when SPACs experienced their most recent resurgence, SPAC public offerings have sprung up in a myriad of industries such as the public sector, mainly looking to consummate deals in homeland security and government contracting markets, consumer goods, energy, energy & construction, financial services, services, media, sports & entertainment and in high growth emerging markets such as China and India.

In 2003, the lack of opportunities for mid-market public investors to "back" experienced managers combined with the trend of upsizing private equity funds pushed entrepreneurs to directly seek alternative means of securing equity capital and growth financing. At the same time, the rapid growth of hedge funds and assets under management and the lack of compelling returns available in traditional asset classes led institutional investors to popularize the SPAC structure given its relatively attractive risk reward profile. SEC governance of the SPAC structure and the increased involvement of the bulge bracket investment banking firms such as Citigroup, Merrill Lynch and Deutsche Bank has further served to legitimize this product and perhaps a greater sense that this technique will be useful over the long term.

SPACs are forming in many different industries and are also being used for companies that wish to go public but otherwise cannot. They are also used in areas where financing is scarce. Some SPACs go public with a target industry in mind while others do not have preset criteria. With SPACs, investors are betting on management's ability to succeed. SPACs compete directly with the private equity groups and strategic buyers for acquisition candidates. The tightening of competition between these three groups could result in a bid for the best company and possibly increase valuations.

SPAC IPOs have seen resurgent interest since 2014, with increasing amounts of capital flowing into the concept:

• 2014: $1.8bn across 12 SPAC IPOs
• 2015: $3.9bn across 20 SPAC IPOs
• 2016: $3.5bn across 13 SPAC IPOs
• 2017: $10.1bn across 34 SPAC IPOs
• 2018: $10.7bn across 46 SPAC IPOs
• 2019: $13.6bn across 59 SPAC IPOs

The success of SPACs in building equity value for their shareholders has drawn interest from investors such as Bill Ackman who has backed three SPACs to date including the SPAC that took Burger King public.

Private Equity funds TPG, Riverstone, THL and others have sponsored SPACs in recent years as their popularity has increased.

By virtue of being public companies, SPAC may be targeted by short sellers or "Greenmail" investors. Typically, short sellers have not been very active in SPACs since the stock price remains fairly steady unless there is a transaction announced. Most SPAC shares are held by large hedge funds and institutional investors who do not actively trade the stock until after the closure of the initial business combination. Recent SPACs incorporated provisions that prevent public shareholders, acting alone or in concert, from exercising redemption rights in excess of 20% shareholding, they can't influence executive management.

SPACs and Reverse Mergers

An IPO through a SPAC is similar to a standard reverse merger. However, unlike standard reverse mergers, SPACs come with a clean public shell company, better economics for the management teams and sponsors, certainty of financing/growth capital in place - except in the case where shareholders do not approve an acquisition, a built-in institutional investor base and an experienced management team. SPACs are essentially set up with a clean slate where the management team searches for a target to acquire. This is contrary to pre-existing companies going public in standard reverse mergers.

SPACs typically raise more money than standard reverse mergers at the time of their IPO. The average SPAC IPO in 2018 raised approximately $234 million compared to $5.24 million raised through reverse mergers in the months immediately preceding and following the completion of their IPOs. SPACs also raise money faster than private equity funds. The liquidity of SPACs also attracts more investors as they are offered in the open market.

Hedge funds and investment banks are very interested in SPACs because the risk factors seem to be lower than standard reverse mergers. SPACs allow the targeted company's management to continue running the business, sit on the board of directors and benefit from future growth or upside as the business continues to expand and grow with the public company structure and access to expansion capital. The management team members of the SPAC typically take seats on the board of directors and continue to add value to the firm as advisors or liaisons to the company's investors. After the completion of a transaction, the company usually retains the target name and registers to trade on the NASDAQ or the New York Stock Exchange.

Regulation

In the United States, the SPAC public offering structure is governed by the Securities and Exchange Commission (SEC). A public offering for a SPAC is typically filed with the SEC under an S-1 registration statement (or an F-1 for a foreign private issuer) and is classified by the SEC under SIC code 6770 - Blank Checks. Full disclosure of the SPAC structure, target industries or geographic regions, management team biographies, share ownership, potential conflicts of interest and risk factors are standard topics included in the S-1 registration statement. It is believed that the SEC has studied SPACs to determine whether they require special regulations to ensure that these vehicles are not abused like blind pool trusts and blank-check corporations have been over the years. Many believe that SPACs do have corporate governance mechanisms in place to protect shareholders. SPACs listed on the American Stock Exchange are required to be Sarbanes-Oxley compliant at the time of the offering including such mandatory requirements as a majority of the board of directors being independent and audit and compensation committees.

Statistics

According to an industry study published in January 2019, from 2004 through 2018, approximately $49.14 billion was raised across 332 SPAC IPOs in the United States. In that period, 2018 was the largest year for SPAC issuance since 2007, with 46 SPAC IPOs raising approximately $10.74 billion. SPACs seeking an acquisition in the energy sector raised $1.4bn in 2018, after raising a record $3.9bn in 2017. NASDAQ was the most common listing exchange for SPACs in 2018, with 34 SPACs raising $6.4bn. GS Acquisition Holdings Corp. and Churchill Capital Corp. raised the largest SPACs of 2018, with $690mm each in IPO proceeds.  In 2019, 59 SPAC IPO's raised $13.6 billion.

                  https://en.wikipedia.org/wiki/Special-purpose_acquisition_company