The Beginners Guide To SPACs
Mergers And Acquisitions Newsletter™
What are SPACs?
A special purpose acquisition company (SPAC) is a company formed solely to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. SPACs are also called “blank check companies” because they IPO without having any actual business operations.
SPACs are generally formed by investors, or sponsors, with expertise in a particular business sector, with the intention of pursuing deals in that area. The founders generally have at least one acquisition target in mind, but they don't identify that target to avoid extensive disclosures during the IPO process.
A SPAC generally has two years to complete a deal (by a “reverse merger”) or face liquidation. Companies aiming to go public with this route are typically 1x-5x larger in terms of market cap than the SPAC itself.
The SPAC Process
The money SPACs raise in an IPO is placed in an interest-bearing trust account. These funds can’t be used except to complete an acquisition or to return the money to investors if the SPAC is liquidated.
So, in practice, these companies will typically have a $10 floor on their share price, as that is what must be paid out to holders of shares if the company does not successfully reach a deal. If the deal is not completed in time, the warrants expire worthless and the remaining funds are distributed back to the shareholders.
After a SPAC has completed an acquisition the SPAC then trades as any other company listed on an exchange. If you came across a SPAC stock several years after the acquisition, you would likely have no idea it ever started as a SPAC unless you did some research into the company’s history.
Finally, the SPAC symbol and name will change to reflect the company that has been purchased. Often the SPAC takes on the name of the new company, but that is not always the case. If you own either common shares or warrants in your brokerage account, those shares will automatically be converted to the new name/symbol.
The SPAC is Back
SPACs were popular before the financial crisis, but use of SPACs declined following the market meltdown.
Recently, though, an excess of capital has led investors to seek out merger and acquisition opportunities more aggressively, and that's led to the return of SPACs.
More SPACs went public in 2018 than in any year since 2007, raising more than $10 billion in capital for use in searching for investment opportunities. In 2019, the figure was even higher $13.6 billion —more than four times the $3.2 billion they raised in 2016.
SPACs have now 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.
Through May 2020, $9.8 billion has been raised in 21 SPAC IPOs.
Recent High Profile SPACs
Example 1: SPCE. Before it was Virgin Galactic, it was a SPAC trading under the ticker IPOA. Social Capital Hedosophia raised over $650 million in 2017.
Example 2: DKNG. Before it was Draft Kings, it was Diamond Eagle Acquisition Corp. The SPAC originally raised $350 million in May 2019, listing its units under the symbol DEACU, which comprised common shares and 1/3 warrants. When the investors approved the merger, the SPAC's common shares traded at $17.53, a 75% return from the $10 offer price.
Example 3: NKLA. Before it was Tesla-killer Nikola, it was VTIQ. VectoIQ Acquisition raised $200 million in a May 2018 IPO. In March 2020, the SPAC agreed to merge with Nikola Corp at an implied enterprise value of about $3.3 billion. The rest is history.
Units, Shares and Warrants
Units
When the IPO occurs, a SPAC generally offers Units – generally at $10 per Unit. These Units consist of one share of common stock (Share) and a Warrant (or portion of a warrant) to purchase common stock (generally exercisable at $11.50).
Depending on size, prominence/track record of sponsors, and investment bank leading IPO, Units may consist of one Share of common stock plus one full Warrant, ½ of one warrant or ⅓ of one warrant.
Shortly after the IPO, the common stock (Shares) and Warrants included in SPAC Units become separable. At that point, the Warrants and Shares trade separately alongside the
unseparated Units.
Shares
SPAC common stock is linked to the SPAC’s secure trust account. SPACs are structured such that the trust account contains at least $10.00 per public share.
Liquidity may be limited in the open market for Shares but the defined liquidation term of SPAC common equity can provide for a relatively attractive yield with an option to own a SPAC's future acquisition target.
If the SPAC fails to complete a business combination in the required timeframe, all public shares are redeemed for a pro rata portion of the cash held in the trust account.
Companies will typically have a $10 floor on their share price, as that is what must be paid out to holders of shares if the company does not successfully reach a deal.
Warrants
A warrant is like an option but traded like a stock. Warrants provide the owner the right (but not the obligation) to purchase one share of the underlying company at a predetermined price per warrant – typically at $11.50.
Almost all SPAC Warrants have a five-year term after any merger has been consummated. However, SPAC warrants, expire worthless if the SPAC can't close a business combination, are thus a binary bet on a five-year warrant on a hypothetical future company.
Warrants become exercisable only if the SPAC completes a business combination transaction before the specified outside date.
The speculative nature of this Warrants tends to lead to wild price swings.
SPAC Tickers
SPAC Shares typically trade with a four-character ticker – eg.
SPAC
The SPAC Units are identified as the Share ticker plus “U” at the end – eg SPACU
Finally, the Warrants are the Share ticker plus “W” at the end – eg SPACW.
I hope you enjoyed the information contained within this article.
See ya in the inbox!
Sebastian Amieva
Mergers And Acquisitions Newsletter™