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Insurance Services Firm, SPAC Sponsor, and SPAC Execs Hit with Post-deSPAC Securities Suit

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Regular readers know that I have been documenting on this blog the recent rise in securities class action lawsuit filings relating to SPAC entities and transactions (most recently here). Along the way, I have suggested that given the sheer amount of SPAC IPO activity during 2020 and 2021, the volume of this type of litigation is likely to increase. The latest evidence supporting this possibility is the securities class action lawsuit filed on February 24, 2021 against MultiPlan Corporation, a health services company that in October 2020 merged into a SPAC. As discussed below, this latest lawsuit has several features that could be recur in future SPAC-related securities lawsuits. A copy of the February 24, 2021 complaint against MultiPlan and other defendants can be found here.

Background

Churchill Capital Corp. III (“Churchill III”) is a Special Purpose Acquisition Corporation (SPAC) that completed an IPO on February 14, 2020. The IPO was sponsored by M. Klein and Company, which the subsequent securities class action complaint describes as “one of the most prolific creators of blank check companies in the world, having launched at least seven such companies which have raise billions of dollars.”

On July 13, 2020, Churchill III announced that it had entered into an agreement, subject to shareholder approval, to merge with MultiPlan Corp.  MultiPlan is a data analytics firm that provides cost management solutions to the U.S. healthcare industry. Its customers include, among others, large national insurance companies. The merger was to be funded with the proceeds of the IPO as well as new debt and equity issuances. At the completion of the transaction, the merged company was to be known as MultiPlan. In an October 7, 2020 vote, Churchill III shareholders approved the merger and related financing.

On November 11, 2020, short seller Muddy Waters Research published a report entitled “MultiPlan: Private Equity Necrophilia Meets The Great 2020 Money Grab” (here). Among other things, the Muddy Waters report claimed that at the time of the merger, MultiPlan was in the process of losing its largest client, UnitedHealthcare, which, the report claimed, could cost the company about 35% of the company’s revenues and 80% of its levered free cash flow in the next two years. The report further claimed that United Healthcare had launched a competitor, Naviguard, to reduce its business with MultiPlan. The report further claimed that MultiPlan had obscured its deteriorating financial position by manipulating cash reserves to show inflated earnings. The report also stated that the undisclosed pricing pressures had caused the company to cut its “take rate” from customers in half in some instances.

The report further claimed that MultiPlan’s four prior private equity owners had “looted the business” for cash in the lead-up to the merger, and that the prior private equity owners could not find anyone to buy the business after the cuts. The report further stated that the company sought to “buy” revenue growth by acquiring smaller, supposedly “inferior” companies, to mask eroding fundamentals. According to the subsequently filed securities class action lawsuit, MultiPlan’s share price fell to $6.12 per share, about 40% below the price at which shareholders could have redeemed their shares at the time of the shareholder vote on the merger.

The Lawsuit

On February 24, 2021, a plaintiff shareholder filed a securities class action lawsuit in the Southern District of New York against MultiPlan and several other defendants. The list of defendants named includes individuals who allegedly served as individual pre-merger board members of Churchill III; Churchill III’s pre-merger Chairman and CEO, Michael Klein, who also is the founder of the SPAC sponsor, M. Klein and Company; and Churchill III’s pre-merger CFO, who is also the CFO of M. Klein and Company.

In addition, the individual defendants also include the pre-merger “Operating Partner” of Churchill III, as well as the pre-merger Chairman and CEO of MultiPlan, who continued in that role at the post-acquisition company following the merger; and the pre-merger CFO of MultiPlan, who continued in that role at the post-acquisition company after the merger. The defendants also include the SPAC sponsor M. Klein and Company and certain other Klein-related entities.

The complaint purports to be filed on behalf of (i) all purchasers of Churchill III securities between July 12, 2020 (the date the parties entered the merger agreement) and November 10, 2020 (the date before the Muddy Waters report was published); and (ii) all holders of Churchill III Class A common stock entitled to vote on Churchill III’s merger with and acquisition of Polaris Parent Corp. and its consolidated subsidiaries (collectively “MultiPlan”)  consummated in October 2020. The complaint alleges that the defendants violated Section 10(b), 14(a), and 20 (a) of the Securities Exchange Act of 1934.

The complaint quotes extensively from the proxy statement published prior to the merger; public statements by executives of Churchill III and of MultiPlan prior to the merger; and the Muddy Waters report. The complaint alleges that the defendants made false or misleading statements or failed to disclose

  • that MultiPlan was losing tens of millions of dollars in sales and revenues to Naviguard, a competitor created by one of MultiPlan’s largest customers, UnitedHealthcare, which threatened up to 35% of the Company’s sales and 80% of its levered cash flows by 2022;
  • that sales and revenue declines in the quarters leading up to the Merger were not due to “idiosyncratic” customer behaviors as represented, but rather due to the fundamental deterioration in demand for MultiPlan’s services and increased competition, as payors developed competing services and sought alternatives to eliminating successive healthcare costs;
  • that MultiPlan was facing significant pricing pressures for its services and had been forced to materially reduce its take rate in the lead up to the Merger by insurers, who had expressed dissatisfaction with the price and quality of MultiPlan’s service and balanced billing practices, causing the Company to cut its take rate by up to half in some cases;
  • that, as a result of (a)-(c) above, MultiPlan was set to continue from revenue and earning declines, increased competition and deteriorating pricing dynamics following the Merger;
  • that, as a result of (a)-(d) above, MultiPlan was forced to seek continued revenue growth and to improve its competitive positioning through pricey acquisitions, including through the purchase of HST for $140 million at a premium price from a former MultiPlan executive only one month after the Merger; and
  • that, as a result of (a)- (e) above, Churchill III investors had grossly overpaid for the acquisition of MulitPlan in the Merger, and MultiPlan’s business was worth far less than represented to investors.

The complaint also contains certain allegations pertaining to the structure of the SPAC itself and to its administration. Thus, the complaint alleges that as the SPAC was structured, the SPAC sponsor and insiders “would be richly rewarded” if the SPAC completed the projected business combination in the initial two year time frame. The sponsor company defendants were issued founder shares equal to 20% of the Churchill III’s outstanding common shares after the IPO, but only if Churchill III completed the projected business combination. The sponsor defendants also purchased 23 million private placement warrants that would expire worthless if the business combination was not achieved. As a result, the complaint alleges, the sponsor defendants and the Churchill III individual defendants “were highly incentivized to complete an initial business combination and to convince shareholders to approve the Merger.”

In Count II of the complaint, alleging violations of Section 14(a), and in which the plaintiff seeks damages for alleged material misrepresentations and omissions in Churchill III’s pre-merger proxy statement, the complaint alleges that “as a direct result of defendants’ negligent preparation, review, and dissemination of the false and/or misleading Proxy, plaintiff and the Class were precluded from exercising their right to seek redemption of their Churchill III shares prior to the Merger on a fully informed basis and were induced to vote their shares and accept inadequate consideration in connection with the Merger.”

Discussion

By my count, this lawsuit represents the fourth SPAC-related securities class action lawsuit to be filed so far this year – and the second SPAC-related lawsuit to be filed just in the past week. In addition to these securities class action lawsuits seeking damages and alleging violations of Section 10(b), there have also been a number of pre-transaction merger objection lawsuits filed against SPAC companies, typically alleging violations of Section 14(a), and typically filed individually rather than on behalf of a plaintiff class.

As I have noted in connection with several of the prior SPAC-related securities class action lawsuits, it is important to note that the defendants named in the post-deSPAC transaction lawsuit include not only individual directors and officers of the go-forward operating company, but also individual directors and officers of the pre-transaction SPAC company. Indeed, it appears that the list of the individual defendants in this lawsuit includes all of the individual SPAC company directors. Interestingly, the list of defendants also includes the SPAC sponsor and affiliated entities.

The allegations in the complaint are also noteworthy because of their extensive reference to the financial incentives of the SPAC sponsor and of the SPAC insiders to complete an acquisition in the specified investment period. The allegations are also noteworthy because of the specific reference to the SPAC investors’ right to redeem their shares at the time of de-SPAC transaction. The complaint alleges that the investors were induced to forbear from redeeming their shares based on the alleged financial misrepresentations about the target company.

The complaint’s reference to the investors’ redemption rights are interesting to me because of the attention Stanford Law Professor Michael Klausner has drawn to these redemption rights in his academic publications and also in a January 6, 2021 Wall Street Journal op-ed article entitled “The SPAC Bubble May Burst – and Not a Day Too Soon”(here). Klausner’s commentary is more focused on the dilutive impact the investors’ exercise of their rights could have on a SPAC company’s cash position, but it is focused in the redemption rights as a source of tension in the SPAC structure and operation.

I emphasize here the allegations in the complaint about the SPAC structure and administration because many of the SPAC-related lawsuits have been focused on the company acquired in the deSPAC transaction and its post-deSPAC operations. To be sure, the crux of this lawsuit is the financial health of MultiPlan, both before and after the merger. However, at noted, there are also allegations about the SPAC itself. This seems important to me, as I suspect that in future SPAC-related lawsuits we may see more allegations relating to the SPAC itself.

The complaint is also noteworthy for its focus on one of the successful, serial SPAC sponsor firms. As Professor Klausner’s op-ed article notes, there is a SPAC industry at work, that accounts for the over 400 SPAC IPOs that have been completed since January 1, 2020. This SPAC industry has to hum along in 2021, as there have already been (as of February 25, 2021) 176 completed SPAC IPOs this year, with many more in the pipeline. Given these dynamics, it arguably is unsurprising that the SPAC industry might itself become a focus of attention.

All of the foregoing notwithstanding, it is also important to note that this complaint depends heavily on the highly incentivized report of short-seller Muddy Waters. For that reason, there is reason to be skeptical, both of the report and of the complaint. It remains to be seen how the complaint will fare.

While I am wary of predicting anything about this particular lawsuit, I do feel comfortable that we will be seeing further SPAC-relates securities class action litigation in the weeks and months ahead. The sheer volume of SPAC-relates financial activity virtually guarantees it.

Source: The D&O Diary – Insurance Services Firm, SPAC Sponsor, and SPAC Execs Hit with Post-deSPAC Securities Suit …

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Wall Street’s $100 Billion SPAC Boom Upends the League Tables

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  • Niche players like Cantor Fitzgerald soar in league tables
  • Citi jumps to No. 1 in IPO rankings as UBS drops out of top 10

The blank-check listings craze is shifting fortunes on Wall Street, knocking some of the world’s biggest banks off their perches and bringing unexpected bragging rights for others unaccustomed to competing for league table glory.

Cantor Fitzgerald LP, long one of the top SPAC underwriters, has been the biggest beneficiary of the boom and ended the first quarter as the No. 10 adviser on initial public offerings globally. The boutique, which hasn’t ranked that high for any full year in the past decade, got 99% of this year’s deal credit from blank-check work, data compiled by Bloomberg show. Without those deals, it would be 155 places lower.

Special purpose acquisition companies raised $100 billion in the opening three months, equivalent to more than two-thirds of the haul from all U.S. listings. That meant league table spots were heavily affected by a bank’s expertise in a once-niche part of the market that’s suddenly ballooned in popularity.

Citigroup Inc. jumped six spots in the rankings to become the busiest IPO arranger globally in the first quarter, thanks in part to its status as the No. 1 SPAC underwriter. Rival Bank of America Corp. rose nine places from this time last year to No. 6.

On the flip side, Switzerland’s UBS Group AG and four Asian investment banks — China International Capital Corp.Citic Securities Co.China Securities Co. and Sinolink Securities Co. — all dropped out of the top 10.

Global IPO Rankings

League tables shaken up by wave of blank-check listings

Source: Bloomberg
“Ranking Boost” compares current positions on IPO league table to ranking if blank-check companies weren’t counted. Last column measures percentage of deal credit coming from SPACs.

There was a chance to boast for firms further down the tables too. Though they still ended a way off the top, both Oppenheimer Holdings Inc. and BTIG LLC — niche players in the world of equity capital markets — saw their IPO rankings boosted by more than 100 spots thanks to roles on SPAC listings this year, the Bloomberg data show.

To be sure, investment banks that are too dependent on SPAC listings could be caught flat-footed when volumes dry up, and signs are already emerging that these deals won’t maintain their breakneck pace.

Turning Tide

Volume of new SPAC filings declines from record highs

Source: Bloomberg
Data for most recent week is through mid-day April 1.

Last week, blank-check companies filed plans to raise a combined $8.4 billion through U.S. IPOs, down 36% from the previous week. Their combined fundraising target, as well as the number of deals, both represented the lowest weekly tally since the end of January.

On Wednesday, for the first time in a long while, there weren’t any new SPACs that lodged registration documents. The brief drought marked a big change from recent months, when particularly prolific dealmakers were filing for three IPOs in a single day.

For now at least, some banks have something new to shout about with rivals and clients.

Source: Bloomberg – Wall Street’s $100 Billion SPAC Boom Upends the League Tables

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Equinox Group Draws SPAC Interest After $350 Million 2020 Loss

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  • Company fielding SPAC interest at at least $7 billion value
  • Earnings turned negative after gyms shut down during pandemic

Equinox Group is fielding interest from blank-check firms that would take the company public after it lost around $350 million last year amid the pandemic, according to people with knowledge of the matter.

Despite the loss, the gym chain has started to solicit interest from suitors including special purpose acquisition companies that value Equinox, including its SoulCycle entity and other brands, at $7 billion or more, said the people, who asked not to be named discussing private results.

Equinox Group’s consolidated revenue was around $650 million last year, the people said. Cash at gym unit Equinox Holdings was $50 million after the company paid down part of a revolving credit line, one of the people added.

Members were able to freeze or cancel their accounts when the spread of Covid-19 first shut gyms last year, pressuring the company’s financial results and forcing it to furlough thousands of workers.

A representative from Equinox didn’t respond to requests for comment. Sportico previously reported that the chain had received interest from SPACs and private equity firms.

The entire fitness industry is reeling from forced closures tied to the pandemic. Chains including Gold’s Gym International Inc., 24 Hour Fitness Worldwide Inc. and the owner of New York Sports Clubs sought bankruptcy protection last year.

Gyms have been allowed to reopen in many cities, though social distancing, cleaning guidelines and capacity limitations remain in place. Indoor fitness classes like SoulCycle recently started up again in New York, and the spin chain has also been offering outdoor classes in select locations. Equinox bought a majority stake in SoulCycle in 2011.

The company last year secured funding from private equity firm Silver Lake to build a digital platform, now known as Equinox+, and add as many as 50 locations annually.

Closely held Equinox received a minority investment in 2017 from L Catterton, a consumer-focused private equity firm, and is backed by principals of billionaire Stephen Ross’s Related Cos. Price quotes on the fitness company’s $1.02 billion loan due 2024 have hovered around 93 cents on the dollar.

Source: BloombergEquinox Group Draws SPAC Interest After $350 Million 2020 Loss

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Interest in SPACs—Special Purpose Acquisition Companies—is booming…and so is the risk of litigation.

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Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape.

If 2020 was the “year of the SPAC,” 2021 may be the year of SPAC litigation. SPACs—Special Purpose Acquisition Companies—are publicly traded companies launched as vehicles to raise capital to acquire a target company. Often called blank-check companies, SPACs are companies in which shareholders buy shares without knowing which company the SPAC will target and acquire. Investors place their faith in the sponsor: the entity or management team that forms the SPAC. The SPAC generally has around twenty-four months to seek out and acquire a target, or else must liquidate and return the capital.

Hundreds of new SPACs were launched in 2020 alone. Booming M&A or other transactional activity in any sector can invite litigation driven by plaintiffs’ attorneys, and SPACs are no exception. In just the first three months of 2021, more than 40 suits targeting SPACs have been filed. The nature of these claims evidence growing sophistication, as lawyers used to challenging traditional M&A transactions begin to tailor their claims to the unique characteristics of the SPAC lifecycle. And with SPACs going mainstream—and attracting attention from outside the usual financial circles—regulators are closely examining transaction disclosures and other aspects of SPAC deals.

Preparing in advance—throughout the SPAC transaction cycle—for the prospect of litigation or regulatory scrutiny could make the difference between a quick resolution and an existential threat. Following these ten steps will provide SPACs, their boards, their sponsors, and their advisors the edge in future litigation or regulatory inquiries.

1. Document all board meetings in formal minutes—and make sure they are approved.

The typical public company has a corporate secretary who takes minutes at each board and committee meeting. The typical SPAC has no such employee and corporate housekeeping is sometimes delayed in the urgency to secure a binding acquisition transaction. Nevertheless, formal minutes, formally approved, are important and this detail should not be ignored or delayed unreasonably. Accurate, complete, contemporaneous, and board-approved minutes are important in demonstrating the board’s compliance with its fiduciary duty of due care. The absence of board minutes unfortunately can demonstrate the reverse.

2. Carve out time at each board meeting for private, executive sessions of independent directors—without the sponsor—and document in the minutes that these sessions occurred.

There have been persistent concerns about conflicts between SPAC sponsors and public investors. Plaintiffs’ attorneys are targeting these potential conflicts—arguing that sponsors have wielded their influence to push through deals on terms that favor their own interest in consummating a transaction within the required timeframe at the expense of other shareholders. To guard against the appearance that a SPAC board was captive to the sponsor, boards should reserve time for private deliberation by independent directors, free of the sponsor’s watchful eye, and board members should carefully evaluate the performance by sponsors.

3. Provide SPAC boards detailed due diligence reports before deal approval.

Rare is the SPAC litigation that does not claim the SPAC hastily agreed to a deal without adequate diligence. There are multiple ways to mitigate these claims—adopting exculpatory charter provisions can help—but there is no substitute for a well-informed board. Even if fulsome diligence, financial analyses or other assessments were performed, that information must be communicated to the board with adequate time for board review to put directors in the best position to argue that the transaction is the product of informed deliberation and that the board was afforded adequate time to review and sign off on the accuracy of the deal disclosures.

4. Make a record of looking for initial business combination opportunities.

The objectives of a SPAC are to identify a partner for an initial business combination and to complete that transaction. The sponsor should aggressively seek out these opportunities. The sponsor should also periodically inform the board of its efforts in this regard, and that should be reflected in the minutes. If an initial business combination is completed and the board is sued, it will be helpful if the minutes reflect efforts to identify a partner. The absence of that record could make it appear that what was being sought was any business combination, but not necessarily the best one.

5. The audit committee should scrutinize the target’s financials.

For the target company, the requisite disclosures that must be made to complete the de-SPAC transaction are more akin to an IPO than a typical acquisition by an existing, public operating company. Extensive, detailed audited financials are required, and the review of these disclosures by the SPAC board should be performed in consultation with competent advisors and/or delegated to the experts on the audit committee.

6. Consider obtaining a fairness opinion—and/or a formal presentation from the financial advisor.

Fairness opinions tend to be the province of target companies, not buyers. But the SPAC’s very existence centers around this acquisition, and a fairness opinion, like proper deal diligence, can bolster the board’s decision-making process—particularly if the target company has connections to the SPAC or the sponsor. Obtaining the opinion is not a mere box to check on the closing checklist.  Regardless of whether a fairness opinion is obtained, the board should consider whether a financial advisor presentation is desirable.

7. The merger proxy statement should be carefully prepared.

The merger proxy statement for the initial business combination should be as scrupulously prepared as an IPO prospectus. So, for example, if the target company relies heavily on one customer or supplier, or if major competition is expected to be faced, or if its products are relatively untested, it is not enough to mention that in boilerplate “risk factors.” And if potential business issues have been identified by consultants or in due diligence, those should be fully disclosed. Finally, it is often the case that forecasts will be included in the proxy statement for the business combination. Are those the only forecasts the SPAC has seen? If not, you should consider what you should do about the other set of forecasts.

8. All public statements should be closely scrutinized for accuracy—including social media posts.

Rule 10b-5 does not contain a social media exception. High-profile leaders of public companies are finding themselves on the receiving end of securities fraud claims and enforcement actions for statements made on Twitter and other platforms. SPAC boards should have policies in place to guard against these missteps, which should include a process to review, identify and correct potentially misleading claims or risky puffery.

9. Beware the late-stage deal.

The appearance of potential conflicts between SPAC sponsors and ordinary shareholders approaches its zenith as the deadline for liquidation looms. SPAC leadership should be aware that multiple suits have been filed against SPACs that embraced a deal target at the eleventh hour, claiming that the SPAC sponsors and boards put their interest in closing a deal ahead of the SPAC and its investors.

10. Disclose, disclose, disclose.

Plaintiffs’ lawyers use the SEC’s guidance on disclosure considerations for SPACs like a playbook. SPAC boards should carefully review disclosures that touch on the topics flagged by the SEC, particularly disclosures relating to conflicts (such as interlocks between the sponsor, the SPAC, and the target; the liquidation timeline; and underwriting fee structures) and details about how the SPAC board settled on the acquisition target.

Source: JDSupra/Cadwalader, Wickersham & Taft – Interest in SPACs—Special Purpose Acquisition Companies—is booming…and so is the risk of litigation.

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The ‘March SPACness’ Final Four Is Set: Are These The Best Former SPACs

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On “SPACs Attack,” the latest SPAC mergers, rumors and headline news is broken down Monday through Friday.

To coincide with the 2021 March Madness Tournament, “SPACs Attack” held a March SPACness Tournament featuring a bracket of 64 companies that have completed the SPAC process and are now publicly traded companies.

The winner of each round was decided by the live audience on YouTube based on which company would have the highest percentage increase from March 16, 2021, through the end of the year.

A Final Four has been set and features the following former SPACs.

Romeo Power: Battery maker Romeo Power Inc RMO 0.6% emerged into the Final Four with a narrow victory over online sports betting and iGaming operator Rush Street Interactive RSI 0.3%.

Romeo Power shares traded for over $40 back in December and have fallen since completing the merger.

The company reported earnings on Tuesday with fiscal 2020 revenue of $9 million, which was lower than the $11 million listed in the company’s investor presentation.

Guidance from the company of $18 million to $40 million for fiscal 2021 was significantly lower than the $140 million projected by the company at the time of the SPAC deal announcement. Supply chain issues were listed as an explanation for the lowered guidance.

Desktop Metal: 3D printing stock Desktop Metal Inc DM 3.16% grabbed a spot in the Final Four with a win over online home buying and selling company Opendoor Technologies Inc OPEN 2.64%.

Desktop Metal is a large player in additive manufacturing seeking to power the next industrial revolution printing items for large customers. The company also recently expanded through acquisitions and the launch of a healthcare division.

DraftKings: Online sports betting and iGaming company DraftKings Inc DKNG 2.53% landed a spot in the Final Four with a victory over rare earth mining company MP Materials Corp MP 2.15%.

DraftKings has a presence in more states than any other competitor in the online sports betting space. The company continues to be viewed as a leader in the space and analysts have raised projections for revenue, market share and the iGaming opportunity for the company.

Butterfly Network: Rounding out the Final Four is Butterfly Network Inc BFLY 3.21%, a portable ultrasound company backed by Bill Gates. The company beat out Skillz SKLZ 1.26% in a close Elite Eight battle.

Butterfly Networks has been a favorite of Cathie Woods with the Ark Genomic Revolution ETF (BATS: ARKG) taking a position shortly after the deal was announced.

The company is seen as a long-term winner in the emerging health market with a device that could help hospitals with costs and expand ultrasound availability in emerging markets.

What’s Next: Romeo Power will battle Desktop Metal for a spot in the championship, while DraftKings battles Butterfly Network.

To see who wins and makes it to the championship, tune into “SPACs Attack” next week and vote for your favorite in the chat.

Source: Benzinga – The ‘March SPACness’ Final Four Is Set: Are These The Best Former SPACs?

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