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The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

mergersandinquisitions.com

21–30 of 58 posts

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#21

From my adventures in finance, I notice that nobody really understand what the experience is like for the issuer. All the perspectives are about the secondary market. SPACs: great for issuers Crypto: great for issuers NFTs: great for issuers IPOs: great for issuers Direct Listings: decent for issuers Bonds: AMAZING for issuers Be an issuer. Concepts become a lot more obvious alot faster when you think "what do the is…

Can you clarify what you mean by issuers in each of the examples above? And how exactly one becomes an issuer if this is even a practical matter?

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#22
post #21

From my adventures in finance, I notice that nobody really understand what the experience is like for the issuer. All the perspectives are about the secondary market. SPACs: great for issuers Crypto: great for issuers NFTs: great for issuers IPOs: great for issuers Direct Listings: decent for issuers Bonds: AMAZING for issuers Be an issuer. Concepts become a lot more obvious alot faster when you think "what do the is…

Can you clarify what you mean by issuers in each of the examples above? And how exactly one becomes an issuer if this is even a practical matter?

The person/group that creates the project, and originally sells the asset.

One complication would be that in a SPAC that would be the SPAC sponsor, as well as the target company's founders or preferred investors.

It being a practical matter depends on how much capital you have.

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#23
post #21

Earlier quoted context omitted.

Can you clarify what you mean by issuers in each of the examples above? And how exactly one becomes an issuer if this is even a practical matter?

The person/group that creates the project, and originally sells the asset. One complication would be that in a SPAC that would be the SPAC sponsor, as well as the target company's founders or preferred investors. It being a practical matter depends on how much capital you have.

So what's to stop a VC firm from juicing the returns they provide their own limited partners by simply standing up a series of SPACs which they in turn use IPO proceeds to acquire some of their own poorly performing companies that couldn't get acquired or go public on their own, while also enjoying the 20% "promote" that sponsors get?

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#24
post #4

For those investing in public equities: I personally believe some SPACs are definitely worth it in the long run. SPACs suffering on the public markets are a great opportunity to make long-term investments if you are very, very careful and wait a bit longer than most to jump into the right companies. From my experience, the strategic part is to wait until warrants expire. Most SPACs have very, very positive investor p…

I'm a small-time retail amateur and consider myself conservative with my portfolio (I stock-pick so that may be generous) so take this with a spoonful of salt. But to me, by buying in SPACs, or IPOs for that matter, one is trying to play VC's game. You're buying companies who have yet to prove their business model, who are likely far off from actual profitability - earnings before everything else (EBITDA) doesn't count - and whose valuations have a ton of future growth front-loaded. That may work if you have deep knowledge of a market, it's participants and how $X company fits in, but I suspect most people buying these young stocks don't have any particular knowledge of them. However with that in mind, the main issue to me is that one would be playing that game after actual VCs had the opportunities to play during private rounds.

When cash-burning start-ups raise money on public markets at nose-bleed capitalizations and laughable (non-binding) projections, it begs the questions (1) why it's present investors are unwilling to fund it internally at more reasonable private valuations and (2) if the price they are offering you to pitch in at, on the public market, is optimized for current shareholders or new ones. I'd suspect (1) is because they're either ready to off-load their risk or unwilling to burn/risk more of their own cash and (2) it's obviously at the company's and it's present shareholders advantage. Sometimes it works out great, you'd have done brilliantly by investing in a now thriving company when it went public, but IPOs/SPACs are offering sloppy seconds on speculative companies.

My style is more akin to buying proven cash-cows at reasonable-ish valuations so I'm probably not the target demographic anyway, but I mostly wouldn't consider buying any newly traded company until people who bought the initial offering are in pain. I'll miss out on lots of boats this way, but I'm at peace with that.

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#25
post #23

Earlier quoted context omitted.

The person/group that creates the project, and originally sells the asset. One complication would be that in a SPAC that would be the SPAC sponsor, as well as the target company's founders or preferred investors. It being a practical matter depends on how much capital you have.

So what's to stop a VC firm from juicing the returns they provide their own limited partners by simply standing up a series of SPACs which they in turn use IPO proceeds to acquire some of their own poorly performing companies that couldn't get acquired or go public on their own, while also enjoying the 20% "promote" that sponsors get?

In theory, the answer is that reputational risk disincentivizes this behavior. In practice, markets these days are pumped so full of easy money in need of somewhere to go that that seems a fairly remote concern. As to "is this all a game"--while I don't think it's good for society that this is the way things are, the extremely wealthy have been playing finance on easy mode for a while now, and so far there's no sign of that stopping.

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#26
post #23

Earlier quoted context omitted.

The person/group that creates the project, and originally sells the asset. One complication would be that in a SPAC that would be the SPAC sponsor, as well as the target company's founders or preferred investors. It being a practical matter depends on how much capital you have.

So what's to stop a VC firm from juicing the returns they provide their own limited partners by simply standing up a series of SPACs which they in turn use IPO proceeds to acquire some of their own poorly performing companies that couldn't get acquired or go public on their own, while also enjoying the 20% "promote" that sponsors get?

Nothing. Everything is a contract, you just need to get someone to agree to it. The regulator just makes sure information is disclosed, the investor is the one that has to be discerning.

In prior market conditions, people were not agreeing to SPAC contracts. In these market conditions they are.

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#27

From my adventures in finance, I notice that nobody really understand what the experience is like for the issuer. All the perspectives are about the secondary market. SPACs: great for issuers Crypto: great for issuers NFTs: great for issuers IPOs: great for issuers Direct Listings: decent for issuers Bonds: AMAZING for issuers Be an issuer. Concepts become a lot more obvious alot faster when you think "what do the is…

> Be an issuer

Great advice, if you've got a spare few tens of millions of dollars.

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#28

From my adventures in finance, I notice that nobody really understand what the experience is like for the issuer. All the perspectives are about the secondary market. SPACs: great for issuers Crypto: great for issuers NFTs: great for issuers IPOs: great for issuers Direct Listings: decent for issuers Bonds: AMAZING for issuers Be an issuer. Concepts become a lot more obvious alot faster when you think "what do the is…

Why do you think bonds are an especially good deal for the issuer? Even more than SPACS? What kind of bonds are you referring to? Gov or Corp?

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#29
post #28

From my adventures in finance, I notice that nobody really understand what the experience is like for the issuer. All the perspectives are about the secondary market. SPACs: great for issuers Crypto: great for issuers NFTs: great for issuers IPOs: great for issuers Direct Listings: decent for issuers Bonds: AMAZING for issuers Be an issuer. Concepts become a lot more obvious alot faster when you think "what do the is…

Why do you think bonds are an especially good deal for the issuer? Even more than SPACS? What kind of bonds are you referring to? Gov or Corp?

its instant money for the government that they pay a low rate on over a long period. OF COURSE its good for them!

Re: The Great SPAC Scam: SPACs a Great Deal for Sponsors, but Not Others

#30
post #28

From my adventures in finance, I notice that nobody really understand what the experience is like for the issuer. All the perspectives are about the secondary market. SPACs: great for issuers Crypto: great for issuers NFTs: great for issuers IPOs: great for issuers Direct Listings: decent for issuers Bonds: AMAZING for issuers Be an issuer. Concepts become a lot more obvious alot faster when you think "what do the is…

Why do you think bonds are an especially good deal for the issuer? Even more than SPACS? What kind of bonds are you referring to? Gov or Corp?

Both. But only for the credit worthy, which is determined by the market.

They all rely on new money from investors to pay back the old one. There is a word for that, but it doesn't matter.

The investors rely on assurances that their investment could be paid back from other sources.

In practice though they just use new debt from new investors to payoff the old one to old investors.

The remaining proceeds can and are used for anything with no transparency. But there doesn't need to be, as long as investors are paid back.

Credit markets are very misunderstood (Bonds, Credit, High Yield, Junk, Fixed income are basically synonyms, there are many subsections of this market and regional ones around the globe). People just think they're boring and don't take a second look.

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