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Spacs are oven-ready deals you should leave on the shelf

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Imagine you’re an investor putting money into an initial public offering. How much of what you’re contributing might you expect to be absorbed in fees and expenses?

In the US, it’s about 5-7 per cent of the proceeds. Quite a bite out of your investment. 

But that’s just one way to buy into a newly quoted venture. How about putting your cash into a vehicle without knowing precisely what it will do with it? Known as special purpose acquisition companies, or Spacs, these “blank cheque” ventures are all the rage in the US. As of late November, there had been 182 Spac IPOs raising almost $70bn. That compares with 59 last year and just 46 in 2018.

Spacs, when they’ve been funded, have two years to find something to spend their money on. If they cannot, they can be liquidated. In the meantime, investors’ cash sits in an escrow fund. 

Fans of the structure — of which there are plenty right now — claim they serve a useful purpose, teasing out decent companies that might not otherwise list. Selling to a Spac is less intrusive than the IPO process, with fewer disclosure requirements. At first glance, Spacs also look quite a bargain in cost terms. Fees are on the low side of the IPO range, at 5.5 per cent, and are funded by the Spac’s promoters (which could be some Wall Street bigshot, or well-known business tycoon) until a deal is found.

The snag with Spacs — as with so much of modern finance — comes when a merger deal is finally struck. It’s only then that you start to realise how much these ventures really cost.

A recent paper by two US academics, Michael Klausner and Michael Ohlrogge, examines all of the costs embedded in the structure. Some are more obvious, such as the so-called “promote”, which entitles the sponsor to free equity equivalent to 25 per cent of the IPO cash contributed, or 20 per cent of the enlarged equity. This vests only when a deal is done.

Others are more subtle, such as the right that IPO investors have to redeem their stock at par plus interest if they do not like the eventual deal. Many Spac investors routinely do this — largely because it’s quite a sound strategy. You get your money back while hanging on to the warrants and free rights to extra shares you received at the IPO as compensation for your involvement. 

In the 47 Spacs the authors studied, they estimated that, on average, 58 per cent of shares were cashed in, with redeemers making just-above-market annual returns of 11.6 per cent. 

The flip side of all this generosity, of course, is that it’s paid for by those that stick around. Redemptions drain the cash out of the Spac, while the sponsor’s stock swamps their claim on that which remains. Meanwhile, the warrants and free share rights retained by redeemers add further to the dilution. Messrs Klausner and Ohlrogge have calculated the total cost of all this friction for the median Spac. They estimate that for every dollar of cash delivered to the target when a Spac merges, a staggering 50 cents has been gobbled up in this way.

All of which means that sponsors must do amazing deals to earn back all that dilution. Most do not. Average returns for Spacs in the 12 months post-merger are minus 34.9 per cent, Mr Klausner and Mr Ohlrogge report. That’s not only feeble; it’s disastrously worse than for those that redeemed. 

None of this is surprising when you consider the misalignment of interest baked into the structure. Because they get free equity, sponsors can benefit even when other investors are under water. “The sponsor has an incentive to enter into a losing deal for Spac investors if its alternative is to liquidate,” Messrs Klausner and Ohlrogge write.

A few billionaire promoters, such as hedge fund boss Bill Ackman, have pushed fairer deals but they are a small minority.

Spacs may seem novel. But there is very little new under the sun in finance. They can trace their ancestry back to the giant investment trusts of the 1920s described so memorably by John Kenneth Galbraith in his book on the Wall Street crash of 1929. Or even that artefact of the South Sea Bubble, the company “for an undertaking which shall in due time be revealed”.

The 1920s investment trusts similarly depended on the alchemical skills of their sponsors. There was a great willingness to “pay for the genius of the professional financier”, Galbraith wrote.

Such trust rarely pays off in the long run. “Large amounts of money under management and high fees spell eventual performance disappointment,” warned the late investor Barton Biggs. Those tempted by Spacs should remember that they are structured to underperform.

jonathan.ford@ft.com



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Should the UK change its listing rules to attract more overseas companies?

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Yes — Free float and dual-class share structures need reform

Late last year, the UK launched a review of its rules for stock exchange listings as part of a broader effort to strengthen London’s “position as a leading global financial centre”, writes Lorna Tilbian.

Brexit and the pandemic make it critical for the UK to seize this chance to reshape our rule book. The listings market must be made more attractive to fast-growing tech and other new economy companies that will create the growth and jobs of the future. 

This would put Britain at the forefront of the fourth industrial revolution, as it was at the first, and cement London’s reputation as a world-class market with high standards of governance, shareholder rights and transparency. 

Here are two key areas where change is needed to make the UK more competitive: the rules on free float and dual-class share structures. The UK requires listed companies to have at least 25 per cent of their shares in public hands, as opposed to insiders. US rules do not preclude free floats as low as 10 per cent. Similarly, the US and Hong Kong allow companies to list with multiple classes of shares with different voting rights, while the UK does not.

These firm rules are major obstacles to the London Stock Exchange’s efforts to attract fast-growth businesses. Many founders worry about retaining control of their businesses after an initial public offering and early investors are concerned the free float requirements will force them to sell shares earlier — and cheaper — than they would like.

Most founders want the higher valuation and liquidity that are seen to be part of a “premium” listing, as well as membership in the FTSE indices. So, it would do little to create another type of listing with looser rules. The dual-class share issue is also a problem for founders who want enhanced voting rights to help guard against a hostile takeover.

The UK has an interest in strengthening founders’ rights as well, as it would make listed companies less vulnerable to acquisition early in life by a foreign company. Such purchases impoverish the British ecosystem of tech companies and listed companies more broadly. Not all dual-class shareholder systems are alike, and a balanced conversation about types and limits is welcome.

Many UK founders would like a home listing, to be famous here and give back, but they feel pulled to the US, where tech founders are feted on Wall Street, Main Street and in the media and can obtain higher valuations.

Indeed, valuation is London’s overarching challenge. For most companies contemplating an IPO, the major goal is to achieve the highest price, to reward employees and investors, and facilitate future growth. Until the UK has a critical mass of businesses with attractive valuations, we will need rules that actively draw them here.

We need an ecosystem and potentially new FTSE sectors to attract entrepreneurs, bankers, analysts and investors. The media sector was created after the early 1990s recession by merging agencies with broadcasting and publishing, plucked out of other sectors. This helped spawn a dozen FTSE 100 media companies by 2000, including Sky and WPP.

The debate over listing rules is often framed as high regulation versus cutting rules to win IPOs, but it is really about striking the right balance. The dilution of shareholder rights should be minimised, but anything that deters listings will be a pyrrhic victory.

UK public markets must embrace founder-led businesses and celebrate fast-growth companies that represent jobs and the future of an independent Britain. The US’s Nasdaq must not remain the natural destination for aspirational tech companies and London must stave off increasing competition from European exchanges.

If we miss this opportunity, the UK’s pipeline of growth companies could go to the US or be sold to private equity or competitors. London already has a time and language advantage; we must create a regulatory advantage to attract these IPOs before it is too late.

The writer chairs Dowgate Capital

No — Britain’s high standards must not be sacrificed

Re-energising the UK’s capital markets has never been more important, but it requires more than reassessing the listing rules, writes Chris Cummings. We need a wider look at the capital market ecosystem for fast-growing companies. Only then will we boost our reputation as an attractive centre for companies to list and investors to do business.

The Covid-19 pandemic has highlighted the importance of public markets and the role investment can play in delivering benefits for the economy, society, and the planet. By attracting high-growth companies of the future to list, a healthy public market which embraces innovation will deliver the long-term returns that savers and investment managers need. We want these companies to list and locate their operations here, bringing new jobs and much-needed tax revenue.

But success is not just about increasing the number of initial public offerings. We must be confident in the quality of companies looking to list and their ability to provide long-term value. The UK’s ambition to be a global leader in stewardship and sustainability must also be reflected in the listing requirements and they must give shareholders sufficient ability to hold companies to account. If we make any changes to attract high-growth, innovative companies, we must keep the rules sufficiently robust to protect savers’ money.

For the “premium” segment, which has the highest standards, this is particularly important, as tracker funds must buy shares in these companies to replicate the FTSE index. With more than £250bn invested in these funds, it is paramount that investors have the powers they need to oversee these companies and confidence in their governance.

A 25 per cent free float requirement protects investors by guaranteeing liquidity and ensuring there are enough minority shareholders to raise concerns with the management. There is an argument for reducing the free float if the company’s market capitalisation is sufficiently large, but such flexibility would need to include voting safeguards for independent shareholders.

The current listing regime offers flexibility for companies that want multiple classes of shareholders in the “standard” segment, but it is perceived to be a poor relation. By rebranding it, we can increase its appeal to entrepreneurs. Founders could maintain voting control, while at the same time using a standard listing as a springboard to a premium listing.

Attracting more companies to this segment and making it easier for groups to move between segments will increase the UK’s appeal as a place to list. More work also needs to be done to promote the flexibility offered by the current system and categories — done well this can be a selling point for the UK. There should be a proactive unit which brings resources from within government and the regulators to help achieve this.

The pandemic has also highlighted areas where the UK should look to reduce more onerous listing requirements. Between March and the end of November, 73 members of the FTSE All-Share index raised more than £22bn of additional capital using mainly trading updates rather than full prospectuses. This suggests that prospectus and record requirements can and should be cut, making it easier for companies to list and raise additional capital.

There are also lessons to be learnt from wider trends. The number of IPOs globally dropped in the 2010s as more companies opted to stay private and is only beginning to recover. For public markets to flourish, we need to tailor our listing regime to support companies in different phases of growth, restructuring and into maturity.

The listing rules are not the only barrier on companies’ appetite to list in the UK. Companies also consider the wider ecosystem. The UK needs to grow the pool of specialist tech-focused lawyers and advisers who can support the high-growth companies we wish to attract.

The listing review is important, but we need to consider it in the context of much wider issues and not sacrifice the high standards for which the UK is known. The prize — wider access to capital for UK and international businesses, more high-growth companies operating in the UK and robust governance delivering long-term returns for British savers and the wider economy — is one we can all agree is worth striving for.

The writer is chief executive of the Investment Association



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Vegan milk maker Oatly targets $10bn IPO

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Oatly, the Blackstone-backed Swedish vegan milk maker, is eyeing a valuation as high as $10bn in a US listing that would tap into both the IPO boom and consumers’ growing thirst for plant-based alternatives to animal products.

The Malmo-based group said on Tuesday that it had submitted a confidential filing for an initial public offering with the US Securities and Exchange Commission, less than a year after a funding round led by Blackstone also brought in Oprah Winfrey and Jay-Z’s Roc Nation company as investors, valuing Oatly at about $2bn.

Two people briefed on the situation said it was looking at a New York listing with a valuation as high as $10bn. Oatly declined to comment.

The offering is expected to take place following the SEC’s review, subject to market conditions, Oatly said.

The main aim of the float would be to raise money to fund growth, said one of the people, but a listing would offer a chance to cash in for investors who range from Blackstone to the Hollywood actor Natalie Portman and the Belgian family investment group Verlinvest, which bought a majority stake in Oatly five years ago.

Oatly had revenues of about $200m in 2019, roughly double the previous year, and had aimed to double sales again in 2020, though no figures have been made public.

The oat milk specialist, which also makes plant-based ice cream and yoghurt, has tapped into growing demand for plant-based equivalents to dairy, fuelled by environmental concerns — especially around emissions from cattle — and a perception of such foods as healthy.

In the US, total retail sales of non-dairy milks rose 23 per cent to an estimated $2.2bn in 2020, according to market researchers SPINS.

That was dominated by almond milk, which accounted for $1.3bn. But consumers have embraced a growing range of plant-based dairy ingredients including seeds, legumes, pulses, grains and nuts. Sales of oat-based dairy products tripled in the US in 2020, to $288m, overtaking soyamilk as the number two plant-based milk. 

Oatly’s signature oat milk was especially successful ahead of the pandemic with a “barista edition” used in cafés that produces a froth similar to that of cows’ milk for cappuccinos and macchiatos. 

Rival Chobani, a New York-based company that built its reputation on plant-based yoghurts, has also reportedly been considering a listing, while Oatly competes with companies such as France’s Danone, which has branched out from a history in dairy to produce plant-based alternatives such as the Alpro brand.

Oatly faced a customer backlash on social media over its decision to accept funding from Blackstone last year, with consumers criticising the private equity group’s sustainability credentials and a history of support for Donald Trump by its chief executive Stephen Schwarzman.

Oatly said at the time: “Our bet is that when Blackstone’s investment in our oat-based sustainability movement brings them larger returns than they would have been able to get elsewhere . . . a powerful message will be sent to the global private equity markets, one written in the only language our critics claim they will listen to: profit.”

Companies have been rushing to list in recent months and take advantage of an equity market rally that has bolstered IPOs such as that of Blackstone-backed dating app Bumble, which raised $2.15bn in a Nasdaq listing this month, and Israeli mobile games company Playtika, which raised $2.2bn in January.



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Dumped WeWork co-founder could reap $500m from Spac deal

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Adam Neumann could reap almost $500m in cash from his holdings in WeWork and emerge with a stake in a public company, less than 18 months after the high-profile failure of its initial public offering cost him his job as chief executive. 

SoftBank is in advanced talks with WeWork’s co-founder and other shareholders to settle a bitter legal battle stemming from the Japanese group’s October 2019 rescue of the office group, which was needed to help it avert bankruptcy in the wake of the IPO’s collapse, people familiar with the negotiations said. 

Cleaning up the litigation brought by Neumann and a special committee of the group’s independent directors would clear the path for WeWork to be bought by a special purpose acquisition company, giving it the public listing it tried and failed to get in 2019. 

People familiar with the matter said BowX Acquisition, a blank cheque vehicle that raised $420m in an IPO in August, had approached SoftBank, WeWork’s largest shareholder, about a deal that could value WeWork at about $10bn.


$47bn


The price tag SoftBank put on WeWork in its last private funding round before the failed IPO

Talks between the two groups are continuing and a deal could be reached in the weeks ahead, although the negotiations could still fall apart. Resolving the legal fight with Neumann and others has been seen as critical to completing a merger with BowX, given the new public company must attract investors to its shares.

The mooted valuation would be well below the $47bn price tag SoftBank put on the company in its last private funding round before the failed IPO, which Neumann and his Wall Street bankers once hoped would match or eclipse that level. 

But it would represent an unexpected rebound in Neumann’s fortunes, an endorsement of a business model that appeared imperilled as the Covid-19 pandemic emptied offices and another indication of how the Spac boom has transformed capital markets. 

SoftBank is said to have approached Neumann and the special committee within the past two weeks with a proposal to settle their dispute over a $3bn tender offer that formed part of its October 2019 rescue. The Japanese group had pulled out of the agreement to buy the stock from Neumann and other investors, saying conditions in the deal had not been met.

The opposing sides were due to face off in court next week over the tender offer after an earlier trial gave the special committee and Neumann standing to bring their case against SoftBank.

The settlement under discussion would result in SoftBank paying $1.5bn — half the sum under dispute — to Neumann and other investors including Benchmark Capital. Neumann would receive about $480m for 25 per cent of his holdings, rather than double that for the 50 per cent he could have tendered. He would also retain three-quarters of his current holdings in the public company. 

WeWork has retrenched staff and exited more than 100 open and planned locations since its fortunes shifted drastically last year. Under the leadership of chief executive Sandeep Mathrani, the company has dramatically reduced costs, although it continues to lose money.

The talks are continuing and the exact sum Neumann and others receive could change.

BowX is led by Vivek Ranadivé and Murray Rode, two former executives of Tibco Software and backed by Bow Capital, the venture capital fund Ranadivé founded with support from the University of California. In listing documents last year, it said it intended to scout for telecoms, media and technology companies. 

Ranadivé also owns the Sacramento Kings basketball team.

The Wall Street Journal earlier reported on the settlement talks.



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