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Betting on ‘blank check’ companies

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Benson, a longtime Boston tech exec and venture capitalist, put some early money into LogMeIn, now a public software company, and worked at Lotus Development Corp., which helped to popularize e-mail and spreadsheets, in the 1980s. Since 2016, he had been working with Elon Boms, an investor in New Haven, at Launch Capital, which invested in startups on behalf of the Pritzker Vlock Family Office, descendants of the Chicago clan that created the Hyatt Hotel chain.

But over the last year, Boms says, Launch Capital had decided to slow the pace at which it invests in startups. It’s not stopping entirely, but the focus is on supporting the companies already in its portfolio. That includes Minibar, which delivers booze on demand via an app, or Cake, a website which provides information on end-of-life decisions (such as how to host a Zoom funeral.)

Boms says he and Benson had noticed that many companies they had backed were having trouble making the jump from private to public; they were so-called middle-market companies, not bigger startups like DoorDash or Airbnb with $1 billion or more in revenue. And acquirers seemed more interested in doing larger deals.

Over the course of 2020, Boms and Benson watched the boom in SPAC activity — including DraftKings, and SPAC entities created by General Catalyst and Highland Capital Partners, two Cambridge venture capital firms. By November, they’d gotten the green light from the Pritzker family to form one of their own, shifting their focus from investing in early-stage companies to creating a public “shell” company and then finding a software or technology company to acquire. They filed paperwork with the Securities and Exchange Commission in mid-December, calling their SPAC Thimble Point Acquisition Corp.

In mid-January, instead of flying around to meet with big investors — a process known as a “road show” — Boms and Benson held those meetings on Zoom. “We had 45 calls over the course of five days,” just after the holidays, Benson recalls.

Because he has four dogs, he felt his master bathroom would be the quietest place to conduct those meetings; Boms was in his home office in New Haven. They began with a commitment from the Pritzker Vlock Family Office, but also raised money from PIMCO, Wellington Management, and others. They’d started with a goal of $200 million; they ended up with $276 million.

Investors, Benson explains, look to SPACs to identify a fast-growing company, acquire it, and deliver a healthy return over time, better than what they could get from other assets. “They’re looking to be long-term holders” of the stock, he says. “This is the exact opposite of day traders.”

Thimble Point has two years to identify a company to acquire — or else it returns the money to its investors and goes poof. Paul Bowen of Bowen Advisors, who has been following Thimble Point, says it can raise additional money once it finds a company to acquire.

“They are shopping for a company that will sell for $1 billion to $1.4 billion,” explains Bowen, CEO of the mergers and acquisitions advisory firm Bowen Advisors in Boston. But if the people who have given Thimble Point what you might call its shopping allowance don’t like the company it identifies to acquire, they can ask for their money back — which in some cases can scuttle the deal.

What’s the upside for Boms, Benson, and the Pritzker Vlock Family Office? As the SPAC’s creators, they own a 20 percent post-IPO stake in the company, which could be very valuable if Thimble Point acquires a great company.

Bowen raises some questions about the increased SPAC activity in 2020 and 2021. For one, he notes there are about 330 public SPAC entities looking for promising acquisitions. Will that lead to price inflation when SPACs vie for the same company? Are some of the best private companies sitting out the SPAC “beauty pageant,” in Bowen’s words, hoping to go public the old-fashioned way? He predicts that “you are going to have SPACs with a timing deadline” — remember that two-year clock — “chasing lower-quality deals.”

And a recent paper published by the Harvard Law School Forum on Corporate Governance observed that while SPACs may be a cheaper way to go public, SPAC shareholders “are bearing the cost, which is an unsustainable situation.”

For individual investors, Bowen says, buying shares in a SPAC’s stock is making a bet and hoping that “maybe they will find the next DraftKings.” Amid the pandemic, “we haven’t been able to go to places like Vegas and gamble.” (That aforementioned paper looked at 47 recent SPACs; investors who own SPAC stock at the time it acquires a company see share prices drop, on average, by one-third or more.)

SPACs technically are not allowed to start hunting for a company to acquire until they begin trading as a public company. For Thimble Point, that happened Feb. 2. That’s when the two-year clock started ticking, as well.

Neither Boms nor Benson were in New York to watch the stock begin trading on the Nasdaq under the ticker symbol THMAU. Boms explains there was a snowstorm, and a pandemic, so “there wasn’t much to do in NYC, even if I had gone.” Instead, he switched on CBNC and kept refreshing the Nasdaq website to see the stock begin trading. Someone at Nasdaq was kind enough to send a photo of the exchange’s big digital billboard in Times Square, congratulating Thimble Point — a company without a product, revenue, or more than a handful of employees — on its public market debut.

Source: https://spacfeed.com/betting-on-blank-check-companies?utm_source=rss&utm_medium=rss&utm_campaign=betting-on-blank-check-companies

SPACS

How SPACs are changing the IPO game: Equity ownership of founders a big consideration

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SPACs are hot right now, and one of the reasons is they can keep more equity in the hands of founders. (GeekWire Illustration / Canva Image, adrian825)

A few weeks ago, a longtime GeekWire reader sent a note expressing shock that Sana Biotechnology co-founder and CEO Steve Harr only owned 4.9% of the company after the completion of the IPO.

Given that the Seattle biotechnology company was on the cusp of a blockbuster stock market debut and now is valued at more than $6 billion, I responded that 4.9% of $6 billion seemed pretty good to me. After all, having a small slice of a big pie is often financially better than a big piece of a small pie.

That dialogue started an interesting back-and-forth about how much founders should own at the time of their IPOs, a discussion that has become even more interesting in light of the SPAC phenomenon that’s rip roaring through the startup and venture capital ranks.

That’s because a SPAC — a special purpose acquisition company — can expedite the path to liquidity for founders, early employees and executives.

Instead of pursuing a later-stage round of funding from venture capitalists or private equity investors — say a Series C or Series D round — a founder can choose to merge with a SPAC, essentially leapfrogging into the public markets earlier than they anticipated.

One result of this super-charged pacing is that the founding team can enter the public markets retaining larger chunks of equity. That’s an appealing lure, and one of the reasons why these so-called “blank check” companies are all the rage among the entrepreneurial set.

After all, those later stage funding rounds often result in the founding team losing equity. In other words, their pie piece shrinks.

Founders usually don’t like that. And so when a SPAC comes knocking, they can motivate to jump into the public markets faster.

Sujal Patel
Veteran Seattle entrepreneur Sujal Patel is taking his company public via a SPAC.

For example, take Seattle-based Nautilus Biotechnology. Last month, it decided to go public via a SPAC led by Arya Sciences Acquisition Corp III that would ultimately value Nautilus at $900 million.

Founded in 2016 by veteran Seattle entrepreneur Sujal Patel and Stanford University professor Parag Mallick, Nautilus only recently began sharing more details on its product vision. Patel, who previously led Seattle data storage company Isilon Systems to an IPO and later sold it to EMC for $2.25 billion, told The Information (subscription required) last week that the SPAC deal was faster and more efficient than hitting up venture capitalists for more money.

Since the Nautilus deal is still in the works, the ownership structure is unclear. But given the stage of the company and the fact that Nautilus bypassed the later rounds of venture capital, it’s likely that Patel and Mallick are hanging on to a larger ownership slice than if they’d chosen the VC path. Patel declined to comment for this story.

Patel’s SPAC foray is interesting, in light of the last company he guided onto Nasdaq. Like Nautilus, Isilon also went public five years after it was founded. The 2006 Isilon IPO filing listed Patel’s stake at 5.8%. Meanwhile, Isilon’s venture capital backers together owned nearly 80%.

The founder equity advantage recently played out with Luminar Technologies, which went public via SPAC in December and is now valued at just over $9 billion. Austin Russell, the 25-year-old founder and CEO of the Orlando, Fla. maker of autonomous vehicle software, held a 35% stake at the time of the stock market debut, making him a billionaire on paper the day the stock started trading.

Porch CEO Matt Ehrlichman. (Porch Photo)

And you can see this at play with Porch Group, the Seattle software company that went public via a SPAC in December. The 9-year-old company is now valued at $1.54 billion, and founder and CEO Matt Ehrlichman’s 20% stake is worth $308 million, with additional shares to be granted via an earnout if the entrepreneur hits future milestones.

SPACs still dilute the ownership stakes of founders and CEOs. For example, Ehrlichman owned 43% of Porch Group prior to the company’s SPAC merger.

However, the speed at which SPACs happen and when they occur in a company’s life cycle means entrepreneurs can hop into the public markets holding more equity.

For example, check out the the equity stakes of Washington state founders and CEOs who guided their companies to more traditional initial public offerings in the past two years.

  • Adaptive Biotechnologies CEO Chad Robins: 6.3% ownership prior to the IPO. (5.5% after the offering)
  • Accolade CEO Raj Singh: 6.4% ownership prior to the IPO. (5.2% after the offering)
  • Athira Pharma co-founder and CEO Leen Kawas: 9.3% prior to the IPO. (5.8% after the offering)
  • Sana Biotechnology co-founder and CEO Steve Harr: 5.6% prior to the IPO. (4.9% after the offering)
  • Silverback Therapeutics CEO Laura Shawver: 3.6% prior to the IPO.* (2.5% after the offering)
  • ZoomInfo co-founder and CEO Henry Schuck: 22.4% prior to the IPO (23.2% after the offering. Note: Combined voting shares)

*Note: Shawver was named CEO eight months prior to the IPO. The company’s co-founder Peter Thompson, who previously served as CEO and works as a venture capitalist at Silverback investor OrbiMed Advisors, held a 35% stake. 

The types of on-paper paydays seen by Russell and Ehrlichman highlight one of the reasons why SPACs are so attractive to founders. They are often faster, lighter weight, and in some instances allow the exec team to get liquid quicker before stock dilution takes hold.

And this gets to a larger question: What’s an appropriate amount of ownership for a founder to hold at the time of the IPO or SPAC?

That’s complex, notes Seattle venture capitalist Greg Gottesman.

Gottesman is a managing director at Pioneer Square Labs and co-founded Rover, which is planning to join the public markets via a SPAC valuing the online pet sitting business at $1.35 billion.

“Your percentage as a founder can vary meaningfully for a number of reasons,” notes Gottesman.

Those factors include:

  • The number of founders
  • Did the company bootstrap or raise outside funding?
  • How many outside rounds of financing occurred before the SPAC or IPO?
  • Was the company founded as part of a startup studio or accelerator?
  • How long did it take to go public?
  • Did the board refresh the equity of the founders with new option grants?

And Gottesman offers a bit of sobering advice amid this craziness.

“The other key thing to remember is that an IPO is a financing event, just one with a lot more fanfare,” he said. “It still may take a long time for the CEO or investors to achieve liquidity post-IPO, so focusing on the percentage or value of a founder’s equity stake post-IPO is interesting but may have little to do with ultimate value.”

He notes that Amazon founder Jeff Bezos was not the richest person in the world after the IPO, pointing out that “the value of his equity increased dramatically over time.”

Even still, SPAC mania continues. Just today, GeekWire reported on another SPAC, this one being led by Seattle entrepreneur Mark Vadon, the co-founder of Zulily and Blue Nile. And former Zillow CEO Spencer Rascoff today led a $300 million SPAC to the public markets under the name of Supernova Partners Acquisition Company II.

SPACinsider tracked 248 SPACs last year, a more than four fold increase over 2019. And this year the SPAC frenzy is accelerating with 204 SPACs generating gross proceeds of $64 billion. (Need I remind you we are just two months and two days into 2021).

In a story in The New York Times this past weekend titled Anyone Who’s Anyone Has a SPAC Right Now, reporter Steven Kurutz noted that Ciara Wilson, Serena Williams, Billy Beane and other celebrities are involved in SPACs, with the subhead of the story noting that the “once obscure financial maneuver becomes a celebrity flex.”

The buzz is indeed growing. A Seattle area investment manager bluntly told me last month: “this SPAC thing is off the charts.” We’ve chatted with startup attorneys and venture capitalists who say they can’t recall a time when things were so busy, in part due to the SPAC boom.

In fact, one entrepreneur and investor I connected with for this story apologized for not returning my email for several days.

The reason? He was too busy working on a SPAC.

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Source: https://www.geekwire.com/2021/spacs-changing-ipo-game-equity-ownership-founders-big-consideration/

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How SPACs are changing the IPO game: Equity ownership of founders a big consideration

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SPACs are hot right now, and one of the reasons is they can keep more equity in the hands of founders. (GeekWire Illustration / Canva Image, adrian825)

A few weeks ago, a longtime GeekWire reader sent a note expressing shock that Sana Biotechnology co-founder and CEO Steve Harr only owned 4.9% of the company after the completion of the IPO.

Given that the Seattle biotechnology company was on the cusp of a blockbuster stock market debut and now is valued at more than $6 billion, I responded that 4.9% of $6 billion seemed pretty good to me. After all, having a small slice of a big pie is often financially better than a big piece of a small pie.

That dialogue started an interesting back-and-forth about how much founders should own at the time of their IPOs, a discussion that has become even more interesting in light of the SPAC phenomenon that’s rip roaring through the startup and venture capital ranks.

That’s because a SPAC — a special purpose acquisition company — can expedite the path to liquidity for founders, early employees and executives.

Instead of pursuing a later-stage round of funding from venture capitalists or private equity investors — say a Series C or Series D round — a founder can choose to merge with a SPAC, essentially leapfrogging into the public markets earlier than they anticipated.

One result of this super-charged pacing is that the founding team can enter the public markets retaining larger chunks of equity. That’s an appealing lure, and one of the reasons why these so-called “blank check” companies are all the rage among the entrepreneurial set.

After all, those later stage funding rounds often result in the founding team losing equity. In other words, their pie piece shrinks.

Founders usually don’t like that. And so when a SPAC comes knocking, they can motivate to jump into the public markets faster.

Sujal Patel
Veteran Seattle entrepreneur Sujal Patel is taking his company public via a SPAC.

For example, take Seattle-based Nautilus Biotechnology. Last month, it decided to go public via a SPAC led by Arya Sciences Acquisition Corp III that would ultimately value Nautilus at $900 million.

Founded in 2016 by veteran Seattle entrepreneur Sujal Patel and Stanford University professor Parag Mallick, Nautilus only recently began sharing more details on its product vision. Patel, who previously led Seattle data storage company Isilon Systems to an IPO and later sold it to EMC for $2.25 billion, told The Information (subscription required) last week that the SPAC deal was faster and more efficient than hitting up venture capitalists for more money.

Since the Nautilus deal is still in the works, the ownership structure is unclear. But given the stage of the company and the fact that Nautilus bypassed the later rounds of venture capital, it’s likely that Patel and Mallick are hanging on to a larger ownership slice than if they’d chosen the VC path. Patel declined to comment for this story.

Patel’s SPAC foray is interesting, in light of the last company he guided onto Nasdaq. Like Nautilus, Isilon also went public five years after it was founded. The 2006 Isilon IPO filing listed Patel’s stake at 5.8%. Meanwhile, Isilon’s venture capital backers together owned nearly 80%.

The founder equity advantage recently played out with Luminar Technologies, which went public via SPAC in December and is now valued at just over $9 billion. Austin Russell, the 25-year-old founder and CEO of the Orlando, Fla. maker of autonomous vehicle software, held a 35% stake at the time of the stock market debut, making him a billionaire on paper the day the stock started trading.

Porch CEO Matt Ehrlichman. (Porch Photo)

And you can see this at play with Porch Group, the Seattle software company that went public via a SPAC in December. The 9-year-old company is now valued at $1.54 billion, and founder and CEO Matt Ehrlichman’s 20% stake is worth $308 million, with additional shares to be granted via an earnout if the entrepreneur hits future milestones.

SPACs still dilute the ownership stakes of founders and CEOs. For example, Ehrlichman owned 43% of Porch Group prior to the company’s SPAC merger.

However, the speed at which SPACs happen and when they occur in a company’s life cycle means entrepreneurs can hop into the public markets holding more equity.

For example, check out the the equity stakes of Washington state founders and CEOs who guided their companies to more traditional initial public offerings in the past two years.

  • Adaptive Biotechnologies CEO Chad Robins: 6.3% ownership prior to the IPO. (5.5% after the offering)
  • Accolade CEO Raj Singh: 6.4% ownership prior to the IPO. (5.2% after the offering)
  • Athira Pharma co-founder and CEO Leen Kawas: 9.3% prior to the IPO. (5.8% after the offering)
  • Sana Biotechnology co-founder and CEO Steve Harr: 5.6% prior to the IPO. (4.9% after the offering)
  • Silverback Therapeutics CEO Laura Shawver: 3.6% prior to the IPO.* (2.5% after the offering)
  • ZoomInfo co-founder and CEO Henry Schuck: 22.4% prior to the IPO (23.2% after the offering. Note: Combined voting shares)

*Note: Shawver was named CEO eight months prior to the IPO. The company’s co-founder Peter Thompson, who previously served as CEO and works as a venture capitalist at Silverback investor OrbiMed Advisors, held a 35% stake. 

The types of on-paper paydays seen by Russell and Ehrlichman highlight one of the reasons why SPACs are so attractive to founders. They are often faster, lighter weight, and in some instances allow the exec team to get liquid quicker before stock dilution takes hold.

And this gets to a larger question: What’s an appropriate amount of ownership for a founder to hold at the time of the IPO or SPAC?

That’s complex, notes Seattle venture capitalist Greg Gottesman.

Gottesman is a managing director at Pioneer Square Labs and co-founded Rover, which is planning to join the public markets via a SPAC valuing the online pet sitting business at $1.35 billion.

“Your percentage as a founder can vary meaningfully for a number of reasons,” notes Gottesman.

Those factors include:

  • The number of founders
  • Did the company bootstrap or raise outside funding?
  • How many outside rounds of financing occurred before the SPAC or IPO?
  • Was the company founded as part of a startup studio or accelerator?
  • How long did it take to go public?
  • Did the board refresh the equity of the founders with new option grants?

And Gottesman offers a bit of sobering advice amid this craziness.

“The other key thing to remember is that an IPO is a financing event, just one with a lot more fanfare,” he said. “It still may take a long time for the CEO or investors to achieve liquidity post-IPO, so focusing on the percentage or value of a founder’s equity stake post-IPO is interesting but may have little to do with ultimate value.”

He notes that Amazon founder Jeff Bezos was not the richest person in the world after the IPO, pointing out that “the value of his equity increased dramatically over time.”

Even still, SPAC mania continues. Just today, GeekWire reported on another SPAC, this one being led by Seattle entrepreneur Mark Vadon, the co-founder of Zulily and Blue Nile. And former Zillow CEO Spencer Rascoff today led a $300 million SPAC to the public markets under the name of Supernova Partners Acquisition Company II.

SPACinsider tracked 248 SPACs last year, a more than four fold increase over 2019. And this year the SPAC frenzy is accelerating with 204 SPACs generating gross proceeds of $64 billion. (Need I remind you we are just two months and two days into 2021).

In a story in The New York Times this past weekend titled Anyone Who’s Anyone Has a SPAC Right Now, reporter Steven Kurutz noted that Ciara Wilson, Serena Williams, Billy Beane and other celebrities are involved in SPACs, with the subhead of the story noting that the “once obscure financial maneuver becomes a celebrity flex.”

The buzz is indeed growing. A Seattle area investment manager bluntly told me last month: “this SPAC thing is off the charts.” We’ve chatted with startup attorneys and venture capitalists who say they can’t recall a time when things were so busy, in part due to the SPAC boom.

In fact, one entrepreneur and investor I connected with for this story apologized for not returning my email for several days.

The reason? He was too busy working on a SPAC.

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Source: https://www.geekwire.com/2021/spacs-changing-ipo-game-equity-ownership-founders-big-consideration/

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Zulily co-founder latest to join SPAC mania

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Zulily co-founder Mark Vadon speaks at the 2014 GeekWire Summit.

Mark Vadon, the Seattle e-commerce entrepreneur who co-founded Zulily and Blue Nile and served as chairman of Chewy, is joining the SPAC craze.

Vadon has emerged as the chairman and CEO of Big Sky Growth Partners, a blank check company that’s looking to raise $300 million via an initial public offering.

Joining him in the SPAC are:

  • Paul Ferris, a general partner with San Francisco venture capital firm Azure.
  • Lauren Neiswender, the former general counsel at Blue Nile who previously worked as an attorney at Wilson Sonsini Goodrich & Rosati.
  • Darrell Cavens, the former CEO of Zulily, serves as a director of Big Sky Growth.
  • And Mary Alice Taylor, the former CEO of HomeGrocer.com who previously served on boards including Allstate, Autodesk, Sabre Holdings and Blue Nile also is a director.

In a SEC filing, Big Sky Growth says it has not yet identified a target acquisition. The filing does not go into detail about the type of company Big Sky plans to go after, but the e-commerce experience of the team certainly points in that direction. It plans to trade on Nasdaq under the ticker BSKYU.

We will seek to partner with a company that is successfully capturing market share in a large addressable market with significant future opportunity,” the company writes in the filing. “We will focus on those companies for which rapid growth and customer adoption is fueled by their compelling consumer value proposition versus those for whom growth is derived primarily from significant marketing spend.”

SPACS, special purpose acquisition companies, are one of the hottest financial instruments. They essentially allow a shell company with no business operations or product offerings to go public, with the hopes of acquiring a target company in the future.

SPACinsider tracked 248 SPACs last year, a more than four fold increase over 2019. And this year the SPAC frenzy is accelerating with 204 SPACs generating gross proceeds of $64 billion.

Vadon keeps a low profile around Seattle, but he’s one of the most experienced leaders in the field of e-commerce and has found niches in which to compete with Amazon. He’s also an investor in Seattle area consumer-oriented companies such as Rad Power Bikes and Flyhomes.

In a rare appearance at the 2014 GeekWire Summit, Vadon spoke about the need to keep quiet when building new ventures.

“When you are drilling and you hit an oil patch, the last thing you want is people coming and drilling right next to you,” said Vadon.

Vadon also has plenty of experience on Wall Street.

Online pet product marketplace Chewy went public in 2019 at $22 per share, and is now trading at $104 with a market value of $43 billion. Zulily priced its IPO in 2013, and later sold to Qurate Retail Group for $2.4 billion.  And online jewelry retailer Blue Nile, which Vadon founded and led for a number of years, completed an IPO in 2004.

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Source: https://www.geekwire.com/2021/zulily-co-founder-latest-join-spac-mania/

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Private Equity

Bain & Co: SPACs’ long-term role in PE hinges on performance

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The growth of special purpose acquisition companies last year added more than $40bn to the pile of capital chasing buyout deals, according to the consulting firm’s latest report. Checkout PrimeXBT
Source: https://admin.privateequityinternational.com/bain-co-spacs-long-term-role-in-pe-hinges-on-performance/

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