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McLaren seeks up to £500m in possible blank-cheque merger

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McLaren, the British supercar manufacturer, is in talks to raise up to £500m in fresh equity that could pave the way to a listing though a blank-cheque company.

A deal with a special purpose acquisition company, or Spac, which is specifically used to take a private group public through a reverse merger, is one of the options the carmaker is considering to raise cash.

The pandemic hit group, which has a long and illustrious racing heritage, wants to shore up and refinance its business over the coming 12 months.

This includes the possible sale of a minority stake in its racing arm, and looking at options for the future of its applied division, which sells racing and car technology to third parties.

After laying off a quarter of its staff during the pandemic and raising emergency funding in the summer, the company is seeking ways to cut its debt pile before refinancing bonds that mature in 2022, Mike Flewitt, McLaren Automotive chief executive, told the Financial Times.

“We need to restructure the total business,” he said. “We went into this year having two very successful years in automotive, but the total business did not have the liquidity to survive this kind of crisis.”

McLaren’s sales in the first nine months of the year fell more than 60 per cent to £389.2m, with its pre-tax loss swelling to £312.9m from £68.2m a year earlier. The automotive unit, which Mr Flewitt leads, accounts for more than 80 per cent of the business.

The company is in talks with several parties about raising £300m to £500m in equity over the next few months.

The business is “not ruling anyone out” and is considering investments from “individuals, family groups, sovereign wealth funds and private equity”, as well as at least one US-based Spac, he said.

A deal with a Spac, which have become one of the most popular ways of fundraising in the past year, would put McLaren alongside Aston Martin and Ferrari as a publicly listed supercar group.

Mr Flewitt said floating through a merger with a Spac was not out of the question, but that McLaren’s investors will decide on the most appropriate new shareholder.

“We will look for investors who have a common vision to our shareholder base, both in terms of the structure, direction of the company, and medium-term plans,” he said.

In parallel with the equity talks, McLaren is also pressing on with a sale and leaseback of its headquarters in Woking, which would reduce the amount of money it needs to raise through an equity injection.


£389.2m


McLaren’s sales in the first nine months of the year, which were down more than 60 per cent

The cash raised will be used to pay down debt, which stands at £661m at the end of the third quarter, after the company raised £150m in an emergency loan in the summer.

Having paid down some of the debt, the company will then seek to refinance the remaining bonds during next year, he said.

Selling a minority stake in the racing team will bring in extra funding to the unit, though McLaren will seek to retain a majority stake and control of the division if a deal goes ahead.

It is also looking at options for its applied division, which could result in the slimming down of the unit.

The company, which uniquely among competitors Ferrari, Lamborghini and Aston Martin does not have a partnership with a larger carmaker, has to foot the bill for most of its technology development itself.

The group just spent close to £400m on a hybrid system that will underpin its future cars as it plots a shift away from pure internal combustion engine technology, beginning with the Artura supercar to be revealed next year.



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Robinhood seeks valuation of up to $35bn in IPO

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Robinhood updates

Online brokerage Robinhood is seeking a valuation of up to $35bn in its initial public offering, one of the most hotly anticipated stock listings of the year.

Robinhood is offering about 55m shares of its class A common stock at between $38 and $42 as it seeks to raise more than $2.3bn, the company said in a filing with the US Securities and Exchange Commission on Monday. The founders and chief financial officer are offering about 2.6m of the shares.

Thirty-five per cent of the company’s IPO shares will be available to retail traders, the company said. Robinhood plans to list its stock on the Nasdaq under the symbol “HOOD”.

Robinhood had been targeting a valuation of at least $40bn in the IPO, the Financial Times previously reported.

Goldman Sachs, JPMorgan Chase and Citigroup are among the banks underwriting the deal.

The Bay Area-based broker became synonymous with the recent surge of retail investing by day traders. Its registered users have doubled since the start of 2021 to 31m.

Robinhood’s total revenue grew 245 per cent in 2020 from a year ago to $959m. It also reported net income of $7m, compared with a net loss of $107m in 2019, according to the SEC filing. The company estimated it had 22.5m funded accounts, which are tied to bank accounts, as of the end of June, up from 18m at the end of the first quarter.

Robinhood’s mission to “democratise finance for all”, with no commission fees and an easy-to-use interface, has drawn a new demographic of young investors into markets. The median age of users is 31, younger than those at rival US brokers such as Charles Schwab or TD Ameritrade. The company says more than half of its customers are first-time investors.

Robinhood, which offers both equity, derivative and cryptocurrency trading, has also come under scrutiny by lawmakers and regulators as its popularity has grown. It has been criticised for practices such as “payment for order flow”, from which Robinhood derives the bulk of its revenue, and gamifying investing into a “casino”-like experience.

In late June, the US Financial Industry Regulatory Authority levied a $70m penalty against Robinhood for causing what it described as “widespread and significant harm” to customers.

The IPO valuation is of particular importance to investors who bought convertible notes issued in February, when Robinhood raised emergency funds to meet its obligations to clearing houses during the height of the GameStop trading mania.

These notes will convert into equity at a discount of at least 30 per cent to the offer price. For the most senior debtholders, the conversion is capped at a valuation of roughly $30bn.

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Pershing/UMG: Dance to the music of time

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Bill Ackman updates

Hold off the requiem. Regulators may have forced Bill Ackman to scrap plans to acquire 10 per cent of Universal Music Group via his Spac, but the deal lives on. Rather than investors in Pershing Square Tontine Holdings receiving UMG shares, plus an extra $1.6bn cash left to spend, and warrants, shares in the record label will go into Ackman’s Pershing Square hedge fund.

The original deal had kerbside appeal. Unlike many other Spac deals, there was no dilution from free founders’ shares. It gave those investors access to a resurgent music label on a slightly cheaper multiple than rival Warner Music. Vivendi, UMG’s current owner, plans to list the shares in September so buying in via Ackman’s Spac would have given investors a cut-price backstage pass.

True, an implied enterprise value of €35bn exceeded the €30bn accorded to a similarly sized acquisition by a consortium led by Chinese tech giant Tencent just six months earlier. But it was comfortably shy of the €40bn or so pencilled in by optimistic brokerage analysts. JPMorgan, unsurprisingly home to Ackman’s favourite analyst, put the figure as high as €50bn. On those numbers — $20.20 per share, a shade below PSTH’s current share price — the RemainCo cash and warrants would come cheaply.

Buying Vivendi, which plans to disburse shares of UMG on Amsterdam Euronext via a special distribution, means rump assets have an uncertain value. Citi analysts put this above €14 a share. UMG distributed as a dividend in kind also attracts withholding tax liabilities, to which some minorities, such as Bluebell, have objected. It has moaned about any previous tax advantages accorded to Ackman’s Spac purchase.

Pershing says it plans to remain a shareholder in UMG for the long haul. For a music industry that has cycled through myriad different musical genres and business models, this sounds bold. UMG has been the home of music idols from The Beatles to Lady Gaga and Taylor Swift. A groundbreaking Spac, it appears, was one revolution too much for regulators.

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‘The IPO is a black box’: Robinhood’s unconventional stock market debut

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IPOs updates

The decision by retail brokerage app Robinhood to reserve an unusually large stake in its initial public offering this week for its own customers has money managers girding for a volatile trading debut. 

The company, which enabled retail investors to drive vertiginous moves in meme stocks, expects to allocate as much as 35 per cent of the 55m shares it plans to sell to investors buying directly through its app.

Robinhood heralded the decision as a means to democratise a corner of the stock market ordinarily roped off for institutions. But it marks a departure from typical IPOs, where 10-20 per cent of the shares are earmarked for the retail segment.

The move creates a quandary for the large institutional investors that can make or break an IPO. Some intend to sit out the listing, fearful that the outsized retail allocation signals lukewarm enthusiasm for the stock by other big money managers, according to a top asset manager who invests in IPOs. Robinhood’s shares are expected to price on Wednesday and begin trading on Thursday, according to people briefed on the matter. 

Others have struggled to compare the potential behaviour of retail buyers in Robinhood’s IPO to historical norms. In traditional listings the retail buying base largely comes from customers with the underwriting banks — often wealthy people who maintain brokerage accounts at such institutions as Bank of America or JPMorgan Chase.

By contrast, half of Robinhood’s customers are novice investors and many opened their accounts in the past year.

Line chart of Year-to-date performance (%) showing Recent US IPOs have lagged behind broader market gains

Robinhood has said it would allocate shares at random through its IPO Access system, a feature of its platform that allows investors to apply to obtain shares at the IPO listing price for companies that offer their shares to retail customers.

“Everybody expects more volatility in the trading, that’s it,” said one equities trader at a large New York asset manager. “The more stock in retail hands, the more volatile it is.” 

The power of Robinhood’s community of small investors to collectively move share prices came into sharp focus this year. Fuelled by social media, they helped drive meme stocks such as theatre chain AMC and video game retailer GameStop into the stratosphere with little apparent connection to their underlying businesses. Some on Wall Street are bracing for similar swings in Robinhood’s own shares. 

“With this novel allocation to retail investors, the IPO is a black box in terms of how they’re going to allocate and who they’re going to allocate to, versus the investment banks, where you know what is going to happen in the after-market,” said David Erickson, a lecturer at the University of Pennsylvania’s Wharton business school and former IPO banker.

“Most serious investors will wait and see what happens. Maybe Robinhood will become the next meme stock,” he added.

Traders and portfolio managers said they expected that retail traders on Robinhood could drive greater price swings than the hedge funds that make up a portion of the buying base in most IPOs.

And while that could mean a choppy first day of trading, one trader noted there was also the possibility of a large pop, given how traders on Robinhood have turned other companies into must-buy stocks.

Robinhood declined to comment. The Menlo Park, California-based company is seeking a valuation of up to $35bn as it aims to price its shares between $38 and $42 apiece. The stock will trade on the Nasdaq under the ticker ‘HOOD’.

“They may get a ‘meme-bump’ . . . but it’s not sustainable,” said Logan Allin, founder of Bay-area fintech investment firm Fin Venture Capital, who declined to join Robinhood’s earlier funding rounds. “The hype will be shortlived.”

The lock-up for institutional investors, a period in which they are not permitted to sell their shares, will be 125 days after the IPO, according to the prospectus, which Allin and other experienced investors said was unusually short. The average lock-up is more than 180 days, according to Dealogic data.

Retail investors can sell their shares as soon as the stock begins trading, adding to investor anxieties that DIY investors will be more likely than large institutions to sell positions, pressuring the share price. However, if retail investors who bought through Robinhood directly sell within 30 days, the company will ban them from IPO access for two months.

“We’d never rule anything out, especially with 35 per cent of the deal being placed with Robinhood customers,” the institutional investor said. “They don’t care about valuation in a lot of things they traffic in.”



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