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A Sober Look at SPACs (2020)

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Re: A Sober Look at SPACs (2020)

#31
Whenever you have some instrument attacking Wall Street (in this case, the IPO itself), papers come out trying to protect them. This does not mention drawbacks of the IPO the SPAC is getting rid of - the 6-7% investment banking fee, the hassle of doing several roadshows, the near 100% IPO pop due to which the company raises half of what it would have (amounting to a 50% fee so to say which goes into the pockets of institutional investors) amid other things. It is sad that critical reasoning is dead on HN. Nothing is ever purely good or purely bad. An impartial cost-benefit analysis needs to be done which is sadly impossible for someone whose funding comes from the deep pockets of Wall Street and institutional investors.

I have not even begun diving into the benefits of SPACs - some of which are the opportunity for audacious bets like Virgin Galactic holdings which Wall Street would assume to be a loss making company, benefits of PIPEs in SPACs (which would be the topic for a whole new post), the speed of going public.

Re: A Sober Look at SPACs (2020)

#32
post #2

For a potentially more accessible version of this, Matt Levine wrote about the paper when it came out: https://www.bloomberg.com/news/newsletters/2021-01-08/money-... There's also a summary blog post here: https://corpgov.law.harvard.edu/2020/11/19/a-sober-look-at-s...

It's worth noting that Matt Levine has a lot of other good writing on SPACs. (And economics in general. To anyone reading this comment, I highly recommend his daily newsletter "Money Stuff", which is where these excerpts come from).

On how SPACs can end up giving more money to banks than IPOs:

"But for another thing, a lot of people are dissatisfied with the process for selling stock; they think that investment banks make too much money and do not have issuers’ interests at heart, and so they are looking for ways to sell stock more cheaply and to cut out the role of the investment banks. And the ways that they have discovered, the methods that they tout to cut out the middleman and free companies from the tyranny of Wall Street banks, all involve (1) hiring Wall Street banks and (2) paying them tons of money. It’s so good!

[...]

Venture capitalists and SPAC sponsors sometimes suggest that this is a way to cut out Wall Street and avoid expense, but that is not true. Not only is the SPAC expensive because its sponsor—the person who sets up the shell company and searches for a target to take public—charges for her efforts, but the SPAC also has to pay banks to do its own IPO. And maybe to search for the target, execute the merger, and otherwise be around to provide banking services. And so, unsurprisingly, banks love SPACs.

[...]

This is really the kind of business you want to be in, the kind where (1) it is so lucrative that your customers are constantly complaining that you make too much money, but (2) when they want to disrupt your business, they come to you to disrupt it and pay you even more money."[1]

Another article mentions that companies sometimes prefer merging with SPACs than having an IPO in volatile markets due to the uncertainty involved in an IPO:

"Compared to an IPO, the SPAC is much less risky for the company: You sign a deal with one person (the SPAC sponsor) for a fixed amount of money (what’s in the SPAC pool 2 ) at a negotiated price, and then you sign and announce the deal and it probably gets done. With an IPO, you announce the deal before negotiating the size or price, and you don’t know if anyone will go for it until after you’ve announced it and started marketing it. Things could go wrong in embarrassing public fashion.

In volatile times, that certainty is worth a lot more, so companies are looking for it.

[...]

There is a problem, a risk: Companies want to go public, but they are worried about the risk of the market collapsing. There is a solution, a holder of the risk: A SPAC will take a company public in a fully sold deal with a fixed price and size, so they don’t have to worry about the market collapsing. There is a price: The SPAC doesn’t take this risk because it is nice, or foolish; it takes this risk because it expects to make much more money than a typical IPO investor. In normal times, the risk is low, the compensation is low, and the tool is not used that much. In volatile times, the risk is high, the compensation is high, and people talk about SPACs a lot." [2]

He then goes on to note that SPACs have their risks too, including the same kind of public embarrassment that an IPO can bring. The share-holders of the SPAC can vote against an announced merger, which happened last year when the investors of the SPAC Far Point decided against merging with the company Global Blue.

"Ordinarily, in a public-company merger, if a board of directors changes its mind like this it needs to pay the other side a big termination fee, but SPACs are just pots of money held in trust for public shareholders so its harder to do that; the Far Point merger agreement has no termination fees. Just as in an IPO, the deal isn’t really done until you get the cash, and while you’re more likely to get the cash in a SPAC merger than in an IPO, there’s still some risk." [2]

[1] https://www.bloomberg.com/opinion/articles/2020-07-30/kodak-...

[2] https://www.bloomberg.com/opinion/articles/2020-07-14/everyo...

Re: A Sober Look at SPACs (2020)

#33
post #31

Whenever you have some instrument attacking Wall Street (in this case, the IPO itself), papers come out trying to protect them. This does not mention drawbacks of the IPO the SPAC is getting rid of - the 6-7% investment banking fee, the hassle of doing several roadshows, the near 100% IPO pop due to which the company raises half of what it would have (amounting to a 50% fee so to say which goes into the pockets of in…

> It is sad that critical reasoning is dead on HN

What?

> An impartial cost-benefit analysis needs to be done

>I have not even begun

>… Wall Street would assume

It would seem irony is not dead.

Re: A Sober Look at SPACs (2020)

#34
post #28
post #26

Earlier quoted context omitted.

One of the worst aspects of a SPAC is that it's essentially a grab-bag purchase since even once you know the company being bought, you still don't initially know whether it's a good investment. This is true even if you're somewhat familiar with the business. 23andMe for instance, is currently SPACing, and though you might've heard about the company before, it's still unclear how profitable it really is or how much gr…

> One of the worst aspects of a SPAC is that it's essentially a grab-bag purchase since even once you know the company being bought, you still don't initially know whether it's a good investment. Yeah, and you also don't really know if it will go through. What happens when a SPAC claims to be merging with the company but the deal never materializes? It feels like a weird system of gambling instead of investing in tha…

SPACs usually have a clause in them that the money is refunded to the shareholders if it fails to complete an acquisition by a certain target date. The expenses of running the fund come out of the initial investment put up by the SPAC's sponsors, i.e. the folks who create the SPAC make the public investors whole and eat the losses themselves. This is why there's a de facto floor of $10 on pre-merger SPAC stock prices. In theory, it's a risk-less investment.

In practice, the SPAC sponsor ends up acquiring a sub-par company and taking it public regardless. If they don't, they lose all of their initial investment, yet if they do, they have a chance of unloading the shares on the public markets before anyone finds out. I saw a bunch of these when combing though SPAC lists - funds that had < 6 months left on the clock take a chain of nursing homes public, or a chain of used-car dealerships, or other companies that had no business being on the public markets. Then there's a very strong incentive to juice the financials and hide the skeletons so they can get the merger past shareholder vote. Hence the reputation SPACs are getting as vehicles for fraud.

Re: A Sober Look at SPACs (2020)

#35

I didn't know a great deal about SPACs, but it looks like the real winners are the initial Sponsors and IPO investors, while the losers are the suckers who pay shares after the SPAC merges with the target company. Let's examine how convoluted the SPAC process is. First, a SPAC raises money through an IPO that it will use to merge with a target company. Then, when the SPAC finds a target and proposes a merger, many of…

[deleted]

Re: A Sober Look at SPACs (2020)

#36
post #31

Whenever you have some instrument attacking Wall Street (in this case, the IPO itself), papers come out trying to protect them. This does not mention drawbacks of the IPO the SPAC is getting rid of - the 6-7% investment banking fee, the hassle of doing several roadshows, the near 100% IPO pop due to which the company raises half of what it would have (amounting to a 50% fee so to say which goes into the pockets of in…

> It is sad that critical reasoning is dead on HN What? > An impartial cost-benefit analysis needs to be done >I have not even begun >… Wall Street would assume It would seem irony is not dead.

Look at the comments below which mention 1 bullet point and do not look holistically at the problem and the solution. I have been finding this to be the case on a lot of HN comments recently

I do not claim to be making an impartial analysis myself. Just putting out some points which have been omitted by the Wall Street-funded academic paper

Re: A Sober Look at SPACs (2020)

#37
post #21

Earlier quoted context omitted.

Chamath sold GME the day after the purchase and donated the proceeds. The purchase was announced on Twitter after soliciting a community investment idea. The sale was announced the following day on CNBC. Shady it was not, and I don't know how much more transparency you could want here.

He dumped the stock before the supposed short squeeze that was the alleged reason for the price runup.

so what? Countless other people did the same thing, it's a public market.

Re: A Sober Look at SPACs (2020)

#38

Earlier quoted context omitted.

hahahah. yes, SEC needs to shut this down. it’s right on their list after punishing hedge funds for shortselling shares that don’t exist. /s

cmon man. it's been explained countless times how short interest could be over 100% without anyone short selling shares that don't exist. if you still don't understand it you are essentially hiding your head in the sand to try to deny reality.

I'd love to see where this has been explained. I've not seen this anywhere.

Re: A Sober Look at SPACs (2020)

#39
post #6

I know its high risk... but some of those space oriented SPACs are just so tantalizing, anything to get closer to investing in SpaceX...

SPAC seems preferable for companies with an inexperienced board or who are trying to hide something from the public before listing their stock.

I imagine SpaceX will eventually go public via more traditional means and there's a good chance it's the first trillion dollar IPO IMHO.

Re: A Sober Look at SPACs (2020)

#40
post #12

Earlier quoted context omitted.

He also fanned the flames of outrage at Robinhood over PFOF, while SPACing a competitor who does the same things he critisizes Robinhood for.[1] Probably not illegal, but leaves a bad taste. I get the surface-level appeal of this guy's narrative (especially his CNBC appearences), but I don't get the idolatry towards him. He's not some sort of people's hero, he's just another rich guy who sometimes has cathartic rants…

From my observations I think he has the gift of being utterly convincing in the way he speaks while also having a good track record. But only after listening a lot to him I started noticing, that the points he conveys of being the definitive true answer to something start contradicting other things he said earlier.

Sometimes seconds earlier. In his most recent viral interview, he went from "where was this (critical) attitude) in 2008?" to, in his very next sentence, "look who was right about Tesla? not the shorts."

Guess what? For years and years and years, everyone thought "Wall Street" was right, because real estate prices kept going up and up and up and up. People who saw what was happening, like Michael Burry, took an absolute thrashing on their short positions for years because the market refused to correct itself, it just kept going up despite the problems becoming increasingly obvious.

That is not obviously different from the Tesla situation. Chamath sounds like he's cheerleading the exact kind of narrative that he criticized Wall Street for not being critical of. And in any case it's not like the history of Tesla ended last week, so absolutist statements of "right" or "wrong" are nonsense.

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