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Speculative “Blank Check” Companies Surround Tony Blinken, Biden Administration




SPACs have attracted recent attention because of Pine Island Acquisition Corp., a SPAC with close ties to the Biden administration.

There is a likely apocryphal company from the 1720 South Sea financial bubble, a long-forgotten stock market craze in England caused by the rapid appreciation and collapse in the stock of a proposed slave-trading company. Companies were created left and right, many with unclear purposes, including one venture: “For carrying-on an undertaking of great advantage but no-one to know what it is.”

That’s a good summary of what special purpose acquisition companies, or “blank check” companies, are: Investors are expected to trust a management team to find good business ventures to finance. SPACs gain their existence from loopholes in securities laws that make it easier to launch companies on the stock market through a SPAC than a traditional initial public offering, with much more leeway to make claims about future performance.

SPACs have attracted recent attention because of Pine Island Acquisition Corp., a SPAC with close ties to the Biden administration that is seeking to merge with a defense company. Secretary of State nominee Antony Blinken is an “adviser” to the firm. Defense Secretary nominee Lloyd Austin is also affiliated with the firm, as is Michèle Flournoy, who was also being considered for defense secretary. Director of National Intelligence designate Avril Haines is employed by Westexec Advisors, the Blinken-headed consulting firm that is closely associated with Pine Island. Pine Island went public six days before Blinken’s nomination was announced.

The SPAC market has grown rapidly, accounting for over 40 percent of the total initial public offering market in 2020. In 2019, there were just 59 SPAC IPOs, and they raised $13.6 billion in total. By 2020, there were 248 raising $83 billion in capital — a growth of over 600 percent in just one year. This rapid growth has resulted in problems. One of 2020’s most vaunted SPACs launched the electric truck maker Nikola Corp. But it turns out that the company had used a nonfunctional prototype in its promotional materials, and its stock cratered.

Chamath Palihapitiya, founder and chief executive officer of Social Capital, listens during the Bloomberg Business of Equality conference in New York on May 8, 2018.

Photo: Mark Kauzlarich/Bloomberg via Getty Images

A review of financial disclosure documents shows that Blinken also has a business relationship with Chamath Palihapitiya, who has sponsored six SPACs with his company Social Capital over the past few years, making him one of the most active participants in the space. Blinken has an equity stake in the general partnership of Social Capital.

Jeff Hauser, the co-executive director of the Revolving Door Project at the Center for Economic and Policy Research, raised the possibility that Blinken could be paid more than the actual worth for his stake in the Social+Capital GP. “The illiquidity and opacity of the investment means that an overpay would be very difficult to prove by any third party,” Hauser said, and that as a result, Blinken could be “subject to additional capture by a wealthy and active investor.”

“Blinken has no formal finance background. Why is someone like him involved at the general partner level of a SPAC issuer?”

In a request for comment from The Intercept, a spokesperson for President-elect Joe Biden’s transition team said that Blinken “provided this California-based company with broad geopolitical advice on longer-term investments focused on solving hard problems like curing cancer and space exploration. He did not take part in the firm’s day-to-day operations, fundraising, or investment decisions.” The spokesperson additionally said that Blinken did not invest any of his money in the firm and that he will sell his full interest if confirmed.

Advocates say that Blinken’s stakes — and SPACs more broadly — merit scrutiny.

“SPACs essentially require investors to have blind faith in the acumen — and the connections — of the people who spawn them. They are deserving of more regulatory scrutiny, especially as they have generally proved to be losing propositions for investors,” said David Segal, the executive director of Demand Progress, which has been advocating accountability in the Biden transition.

“The various associations between top players in Biden’s orbit and SPACs raise concerns that they won’t be subject to serious scrutiny. The Pine Island SPAC is especially concerning because, by its own admission, connections to revolving-door figures are a driving facet of its value proposition, and it raised hundreds of millions of dollars as many of its principals were considered top contenders for Biden administration posts.”

Beyond the Nikola affair, other research shows that SPACs have been a bad deal for investors.

A report from Wall Street research firm Renaissance Capital in September found that while most SPACs do not make it to the final stage where they merge with a company and go public again, the 89 that have “delivered an average loss of 18.8% and a median return of minus 36.1%. That compares with the average after-market return from traditional IPOs of 37.2% since 2015.” Those returns are also well below the S&P 500 during that time frame, which returned 76.3 percent.

SPACs have a complex setup, but Andrew Park, a senior policy analyst with Americans for Financial Reform, argues that there are core problems with the model. “The first problem is incentives when you issue these SPACs,” said Park. “The SPAC sponsor gets 20 percent. No matter what, they get it for free,” which helps to explain the draw of celebrities, including Shaquille O’Neal, and government insiders to the space. That means that “everyone is incentivized to do as many deals as possible.”

Because of the incentive misalignment, “there’s now a worry about how good SPAC sponsors are at due diligence. They automatically get 20 percent for raising the money, ” Park said. “They’re going to chase after these private companies and good chance they’re going to overpay for them because they are acquiring a lofty valuation.” Finally, “the end investors are not sophisticated,” with many small retail investors drawn to the SPAC space because of the hype around them — in part due to the SPACs’s ability to make claims about future performance that companies going through a traditional IPO are not able to do.

New York University law professor Michael Ohlrogge told the Intercept that hedge funds will buy the SPAC shares at a deep and undisclosed discount prior to going public, which means that they make money regardless of whether the business plan is sound.

The Biden transition team declined to comment as to whether or not they would support additional regulatory scrutiny for SPACs. Palahipitiya, the SPAC sponsor who works with Blinken, donated over $1 million to Democratic Party committees and super PACs in 2020.

Source: The Intercept – Speculative “Blank Check” Companies Surround Tony Blinken, Biden Administration



With the Boom in SPACs, Private Companies Are Calling the Shots




With the boom in special purpose acquisition companies, privately held companies are getting the upper hand with sellers, sponsors are giving up equity, and deals are closing at record rates, according to an analysis of 2020 data on SPACs by law firm Freshfields.

Some 240 SPACs went public last year. Freshfields reviewed all 64 SPAC business combinations — or purchases of companies by these blank-check companies — that closed in 2020. 

“The data tells you that there’s a lot of competition among SPACs to buy companies,” said Michael Levitt, a partner who focuses on financing and capital markets at the firm. “There’s something called a SPAC-off, and it’s real. We will prepare a term sheet and send it out to a bunch of SPACs, saying these are the terms we want. As s a company you can really choose what you think is the best deal for you.” 

The firm found that in the frenzy, sponsors are having to give up some of their equity to close deals.

“The SPAC sponsor might have to subject their equity to a vesting schedule,” Levitt added. “These days there are very few termination fees by sellers and very few purchase price adjustments,” he continued.

According to Freshfields’ analysis, as part of 2020 deals, 59 percent of transactions included limits on sponsors’ equity, including vesting or relinquishing shares outright.

During a so-called SPAC-off, companies had the upper hand. Freshfields’ analysis found that only 28 percent of last year’s deals included a process to change the price after closing. Only 30 percent of deals included a termination fee, where sellers pay the buyer a fee if the deal falls through.

With the boom in SPACs, deals are closing quickly. The law firm found that the median time between parties agreeing to a deal and filing documents with the Securities and Exchange Commission was 21 days. Eight deals were filed within five days after everyone reached an agreement. 

“The bankers will get on the phone and say we want to sign in a week and we want you to file with the SEC in two weeks. There was one deal last year where they filed with the SEC on the day they signed. That’s unheard of,” Levitt said.

Valerie Ford Jacob, global co-head of capital markets and a partner at the firm, added that the world of private companies is being transformed by the $50 billion that SPACs have to invest. Younger, emerging growth companies and others that might have thought an IPO was well into the future are now rethinking that time table as SPACs eye more deals. 

“Privately held companies that would like to take advantage of this market opportunity earlier than they had expected are preparing themselves,” she said. “They’re making sure they have the right internal controls, big name accountants, the right resources. So if a SPAC opportunity came on the scene then they would be prepared.”

Levitt agreed that because of the heady competition, emerging growth companies are adding investor relations, controllers, and other infrastructure to be ready. 

As for whether there’s a bubble in SPACs, Levitt said, “A SPAC is no different than putting money into a venture capital or other fund.”

But, he added “Everything with SPACs is public. There’s an ability to shine a light on what’s going on. These aren’t private transactions.” 

Source: Institutional Investor – With the Boom in SPACs, Private Companies Are Calling the Shots


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SPACs 101 FAQ: A Primer on Today’s Hottest Exit Strategy




SPACs, shorthand for special purpose acquisition companies, have become this year’s most popular alternative option for private companies to access the public capital markets and become publicly traded. Earlier this year, capital market experts declared 2020 a banner year for SPACs. The latest numbers from DealPointData back the claim. As of November 30, 2020, SPACs raised more than $64.35 billion in 203 IPOs, more than five times the amount SPACs raised—$12 billion in 38 listings—in all of 2019, also a record year.

The growing deal volume and value of SPACs across industries, from technology to healthcare to space tourism, coupled with a list of high-profile transactions, such as the transactions completed by DraftKings and by Virgin Galactic Holdings, have spurred unprecedented interest among investors and targets alike. Although some signs are starting to point to a possible leveling in months to come, companies that want to create liquidity or go public continue to consider a SPAC transaction as a strategic alternative to a traditional IPO or a direct listing.

What do you need to know about SPACs in order to decide if it is the right fit for you as a private company seeking access to the public markets or as investors looking for an exit strategy or an investment opportunity? The Fenwick team worked up some FAQs to consider.

How do SPACs work?

SPACs are formed strictly to raise a blind pool of cash through an IPO with the objective of acquiring or merging with privately operating companies. These shell companies are initially formed by a group of investors or “sponsors.”

The following is the typical structure of a SPAC:

  • Founder shares: Sponsors purchase initial equity, often referred to as Founder Shares or Promote, for nominal value and purchase additional warrants to help fund startup costs and commissions. Founder shares are usually structured with anti-dilution protections designed ensure that such shares convert into at least 20% of the post-IPO and pre-business combination companies.
  • Units: IPO investors receive “units” typically consisting of one share of common stock and a portion of a warrant (e.g., 1/2 or 1/3 a warrant). Units, common stock and warrants are all publicly traded, and investors can unbundle their units to trade stock and warrants separately. Generally, units are priced at $10 in IPO and warrants have a strike price of $11.50. Common stock will typically trade within a narrow band around $10 during the period prior to announcing or completing an acquisition.
  • Warrants: Sponsor warrants and public warrants (i.e., warrants from units) have largely the same terms and cannot be exercised until after the completion of the business combination transaction with an operating company. Sponsor warrants can generally be net-exercised (public warrants generally cannot) and may be redeemable for cash or shares on a formula basis. Public warrants, sponsor warrants or both, could be subject to formula redemption for cash or stock to clean up a public company cap table.
  • Trust account: A significant portion of the capital (90% or more) raised through the IPO process is then placed in a trust account that earns interest during the SPAC searching/combination period. SPACs generally are required to negotiate for waivers against any claims against the trust in all contracts to protect the trust funds from being used for any purpose prior to completion of an acquisition. The sponsor has limited ability to draw against interest earned by trust to help fund working capital.
  • Target size: The value of the eventual target business combination is generally required to represent at least 80% of the trust assets. As a result, most target values exceed the cash on hand (on average, by three to four times), and the form of deal consideration is both cash and SPAC stock.
  • Searching period: Typically, SPACs are limited to 21 to 24 months after IPO to identify a target and submit it to stockholders for a vote. SPACs usually need to hold a stockholder vote on a proposed deal before the outside date or its governing documents will require an automatic unwinding of the SPAC and trust account, unless the SPAC stockholders approve an extension of that deadline. Note that this requires some lead time to get a Form S-4 or general proxy solicitation prepared and declared effective, so the effective deadline for signing a deal is a few months less. The sponsors lose their investment if no target is found within the searching period.
  • Stockholder redemption: A key feature of SPACs is that stockholders have a right to redeem their stock when voting on any business combination or amendments to governing documents (e.g., to extend a searching period). Stockholders are generally required to approve the business combination at the stockholder meeting to effectively redeem their stock. Redeeming stockholders receive cash from the trust account equal to the IPO price plus accrued interest but get to keep their warrants. Certain SPACs include restrictions on individual stockholders redeeming large blocks of stock (e.g., 15% of outstanding stock).

What kind of company is an ideal candidate/target for going public with a SPAC?

The scope of SPAC targets in 2020 has been expanding with deals getting done across a variety of sectors. So far this year through November 30, there have been 14 technology transactions and seven deals in business services, a sector which only recorded one deal last year and had not seen a SPAC acquisition since 2013, according to DealPointData. There have also been nine industrial deals, 13 consumer acquisitions, nine financial services transactions, 14 healthcare deals and one energy deal. These figures include completed and pending transactions.

But even though it appears that SPACs are now common across almost all industries, the ideal targets for successful mergers generally have the following in common:

  • Viable IPO candidates in their own right, usually in high-growth industries, with compelling long-term prospects that long-only investors would see as an attractive opportunity, and the infrastructure and management team to support the obligations that come with being a public company;
  • Companies that seek fast-track access to the public markets with limited market or timing risk, flexibility to handle complicated structures and access to a sponsor team;
  • Targets that are typically seeking a liquidity route and access to capital even in difficult debt and equity markets—the likelihood and length of which are both uncertain; and
  • Companies that have succession issues or may be over-leveraged, or they may just want to keep majority interest and upside potential, which can be structured through an earn-out.

What’s the difference between a SPAC merger and a traditional IPO?

Both transactions have the same overall strategic goal: to go public and establish a currency and a public valuation. Additionally, as we see from most IPOs as well as SPACs, in most instances, the founding stockholder group or management team continues to have majority control of these entities after the IPO or SPAC merger. But SPACs and the traditional IPO differ in how valuation is determined: in the former, negotiation with a single counterparty (tested in the PIPE process), and in the latter, setting a valuation range with underwriters and a book building process with institutional investors through a roadshow.

What are some of the advantages of partnering with a SPAC?

From a target company perspective, here are some of the advantages:

  • Public disclosure: In contrast to a traditional IPO, a SPAC transaction facilitates the public disclosure of forward-looking projections in a Form S-4 registration statement or proxy, and allows sponsors and management teams to engage in direct discussions with investors over a period of time, which may create an opportunity for companies to tell a more thorough story in terms of the investment thesis.
  • Fixed valuation: Since SPACs have already raised necessary capital, there is less volatility in pricing compared to a traditional IPO process, where shifting investor sentiments and market conditions often influence pricing.
  • Top-shelf talent: The SPAC structure gives the investors access to top-tier management that is highly incentivized to generate optimal return on investment.
  • Flexible transactions: Sellers have flexibility to structure transactions to meet their needs and can potentially be more attractive than an IPO based on a SPAC’s ability to market and structure itself. For example, a private company may only be looking to go public to raise a small amount of capital and may not want to go through the expense of attracting investment banks to underwrite the process for them; or if an early-stage company cannot qualify for an IPO because it doesn’t have solid revenue or plans for near-term profitability yet but has a compelling growth potential story to tell. Both companies would benefit from the SPAC’s structure since they can avoid the valuation and investor story pitfalls of the IPO process while becoming public quickly and at a potentially lower cost.
  • Access to seasoned SPAC sponsors: SPAC sponsors are often seasoned investors with a proven track record and deep industry insights and can attract stockholders of similar professional and reputational caliber.

What are some potential downsides, risks and liabilities of a SPAC?

Some of the potential downsides of partnering with a SPAC include the potential for higher costs of capital due to sponsor promote, warrant dilution and fees; headline valuation may not necessarily be indicative of true equity value due to dilution; deal and capital risk due to redemption potential; and significant stockholder overhang and churn in the months post-merger.

In addition, while the liability standards related to disclosure of company information that apply to a registration statement on Form S-4 or Form S-1 registration statement for a traditional IPO are somewhat different, liability still attaches with respect to those disclosures, including projections that are not accompanied by adequate cautionary statements. Further, the marketplace may hold issuers accountable to live up to the projections that are provided to investors by the SPAC.

What is the SEC process for a SPAC?

The requirements with respect to target disclosures in a Form S-4 registration statement or proxy are similar to an S-1 (though not identical), including disclosures regarding the target’s business, historical financial performance and other topics like executive compensation or risks related to the operating business.

Unlike in an S-1, SPAC targets have the discretion to disclose five-year financial projections and KPIs in the S-4. Financial requirements with respect to the target are largely the same as an IPO, so an independent registered public accounting firm under applicable PCAOB and SEC standards will need to audit financial statements of the target; and an extra year of audited financials may be required depending on the filing status of the SPAC and target. Generally, the target company will bear full liability for the completeness and accuracy of its disclosures. Directors at the close of the transaction consent to being named as such in the registration statement, assuming liability for its contents. With increasing numbers of companies going public through the SPAC process, however, such projections may become a greater area of focus for shareholder-driven securities litigation. See also Fenwick’s “Financial Projections in SPAC Transactions: Mitigating Class Action Litigation Risk.”

What is the role of a PIPE financing in SPAC transactions?

Private investments in public equity (PIPE) play a key role in the success of SPAC transactions. Attracting a marquee list of PIPE investors serves several purposes, including providing some risk mitigation against redemptions and helping validate valuation. By the nature of its structure, SPAC shares and warrants are separate and freely tradable. Stockholder churn can be significant during the deal process, and the risk of excess redemptions can leave the SPAC without expected cash balances in the absence of a PIPE financing. Securing established PIPE investors or other more stable financing sources can often influence public market sentiments.

What is the role of financial institutions and intermediaries?

In an IPO, financial institutions and intermediaries help market the story, create a prospectus for which they take responsibility, underwrite the offering and provide research coverage. In contrast, financial institutions in a de-SPAC transaction act as advisors who help structure the transaction and market the story through the PIPE transaction.


In the right circumstances, SPACs offer private companies a viable alternative exit strategy and a very attractive method of reaching public markets. As with any complex corporate transaction, successfully executing a SPAC transaction will require careful consideration and execution and close coordination with proper counsel and other advisors. For more information on SPACs, check out our recent joint webinar with KPMG and Bank of America, “SPACs: Unlocking a ‘Blank Check’” and reach out to the Fenwick authors of this article.

Source: Fenwick – SPACs 101 FAQ: A Primer on Today’s Hottest Exit Strategy


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Why Clover Health Chose a SPAC, Not an IPO, to Go Public




When going public is a company’s ultimate goal, the method of doing so isn’t the most important factor.

Consider Clover Health Investments, which provides Medicare Advantage health plans to 57,000 members. The six-year old start-up began the process of going public over the summer, preparing for two scenarios: a traditional initial public offering and a merger with a blank-check company, according to a spokeswoman.

In October, Clover was far down the road with a traditional IPO and had made a number of filings with the Securities and Exchange Commission, according to Andrew Toy, Clover’s co-founder, president, and chief technology officer. The insurtech chose to combine with Social Capital Hedosophia Holdings Corp III, a special-purpose acquisition company backed by the venture capitalist Chamath Palihapitiya, in a $3.7 billion merger. Clover Health (ticker: CLOV) began trading on Jan. 8.

The major reason to merge with this particular SPAC was Palihapitiya, a former Facebook (FB) executive. Palihapitiya has used blank-check firms to buy several companies. His first SPAC, Social Capital Hedosophia, merged with Virgin Galactic (SPCE) in 2019. His second, Social Capital Hedosophia II (IPOB), agreed to a $4.8 billion merger with Opendoor, a real estate start-up, in September. Palihapitiya’s fifth SPAC, Social Capital Hedosophia Holdings V, scooped up SoFi earlier this month in an $8.65 billion deal.

“He’s a great investor,” Toy said.

Clover Health considered the different routes to a public offering. Each method—a traditional IPO, a direct listing, or a SPAC—had benefits and downsides, he said. “Like any choice in life,” Toy said.

Traditional IPOs are a well-defined road to going public, but they can spell trouble if a company tries to list when the stock market is plunging. Roadshows for traditional IPOs aren’t well-suited to younger companies because they don’t offer much time, typically an hour, for management teams to introduce themselves to analysts, Clover executives said. Many startups don’t have years of historical financial information to provide, they said.

Direct listings—where existing shares are sold without the help of underwriters —came about because companies were dissatisfied with the pricings of traditional IPOs, Toy said.

Direct listing, however, generally haven’t allowed companies to bring capital onto the balance sheet, he said. (The SEC in December approved a NYSE rule change that addresses the issue, allowing companies to use direct floor listings to raise capital.)

“SPACs give you something in between and you end up with a tradable company,” Toy said.

One of the major benefits of blank-check companies is that they provide certainty about what investors will be buying into a company, as well as about how much capital will be raised, Toy said.

For example, Clover Health’s merger with Social Capital Hedosophia Holdings Corp III delivered $1.2 billion in gross proceeds to the insurtech. This included a $400 million public investment in private equity, or PIPE, from investors such as Fidelity Management & Research Co, Jennison, Sen. Investment Group LP, Casdin, and Perceptive Advisors.

If Clover Health had stayed with the traditional IPO, the company would have been subject to market conditions two weeks prior to the offering, said Clover Health CEO and co-founder Vivek Garipalli. That means the amount of capital raised would have depended in part on general sentiment about the economy.

The underwriters would have selected the investors the night before Clover went public, Garipalli said. In the sale to Social Capital Hedosophia Holdings Corp III, Clover Health picked its PIPE investors the night before it announced the deal, a spokeswoman said.

In addition to the $400 million PIPE, Clover received up to $828 million of cash held in the trust account of Social Capital Hedosophia Holdings Corp. III. This money, intended for investment in whatever company the SPAC ultimately merged with, came from Social Capital III’s IPO in April.

SPACs typically use an S-4 regulatory filing when they go public, while traditional IPOs use an S-1. The disclosure requirements are the same, Garipalli said, so Clover Health was able to take the information it had provided for the S-1 and put it in the S-4.

Clover was also able to put more information about the outlook, including projections, in the S-4 than it was allowed to include in the S-1, he said, talking more about the business. “It allowed us to have more open conversations. Well-regarded institutions have the ability to digest forward looking guidance,” said Garipalli.


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Affinity Gaming’s SPAC Gaming & Hospitality Acquisition files for a $150 million IPO




Gaming & Hospitality Acquisition, a blank check company formed by Affinity Gaming targeting the gaming and hospitality sectors, filed on Friday with the SEC to raise up to $150 million in an initial public offering.

The Las Vegas, NV-based company plans to raise $150 million by offering 15 million units at $10. Each unit will consist of one share of common stock and one-third of a warrant, exercisable at $11.50. At the proposed deal size, Gaming & Hospitality Acquisition will command a market value of $194 million.

The company is led by Chairman James Zenni Jr., the founder, CEO, and Chairman of Z Capital Group and Chairman of Affinity Gaming. He is joined by CEO and Director Mary Higgins, who is currently the CEO of Affinity Gaming, and CFO Andrei Scrivens, who serves in the same role with Affinity Gaming. Gaming & Hospitality Acquisition currently plans to merge with Affinity Gaming, a diversified casino gaming company headquartered in Las Vegas, Nevada, as well as other businesses in the gaming and hospitality sectors. However, it will not complete an initial business combination with only Affinity Gaming.

Gaming & Hospitality Acquisition was founded in 2020 and plans to list on the Nasdaq under the symbol GHACU. It filed confidentially on July 31, 2020. Deutsche Bank is the sole bookrunner on the deal.

Source: Renaissance Capital – Affinity Gaming’s SPAC Gaming & Hospitality Acquisition files for a $150 million IPO


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