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Merger Monday for Spacs with $15bn worth of deals

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Special purpose acquisition companies struck mergers worth more than $15bn on Monday, in a sign of how Wall Street’s euphoria for launching “blank-cheque” vehicles is becoming a major force for taking privately held businesses public.

Five deals worth more than $1bn were reached with Spacs, led by the $7.3bn merger of Alight, a cloud HR-benefits provider controlled by private equity group Blackstone, with a vehicle launched by US billionaire Bill Foley. 

Christian Nagler, a partner at law firm Kirkland & Ellis, said there was “an avalanche effect” of privately held companies either selling to or merging with Spacs. “People are discovering that there are many advantages of selling to a Spac versus doing an IPO the regular way.”

The frenzied activity is being fed by the growing number of Spacs on the market and a constant flood of new capital. There are now 129 Spacs searching for private companies to target while new issuance of Spacs got off to a record start in 2021, according to data from Refinitiv

This year, 66 Spacs have launched and raised $18.3bn, outpacing the $13.2bn raised through traditional initial public offerings globally. Last year, a record $79bn was raised by Spacs.

The litany of Spac listings and mergers has accompanied a US stock market rally, with the benchmark S&P 500 up 75 per cent from lows hit last March. The rally has been fuelled by trillions of dollars of stimulus from the Federal Reserve to support the US economy during the pandemic, but has had the effect of investors piling into shares at unprecedented levels. 

Other deals on Monday included a Spac launched by Richard Handler, the chief executive of Wall Street investment bank Jefferies Group, and Tilman Fertitta, the owner of the Houston Rockets basketball team, who agreed to merge their vehicle with the Hillman Group, a private equity owned hardware maker, at a $2.6bn valuation. 

Taboola, an Israeli company that runs online advertising networks, agreed to merge with Ion Acquisition for a $2.6bn valuation, while Latch, a venture capital-backed maker of smart locks, merged with Tishman Speyer-backed TS Innovation Acquisitions in a deal worth $1.56bn.

Spacs, which raise money from investors by listing on the stock market, typically have two years to hunt for a company to take public using the proceeds they raise. Executives behind the vehicles pitch them as a faster route to public markets compared with the traditional IPO process but there have been mounting concerns about the quality of companies listing through Spac deals. 

Goldman Sachs chief executive David Solomon recently drew a distinction between companies that use Spacs to go public by choice and those that do not have other alternatives. He said in a call with analysts last week that the pace of “blank-cheque” vehicle listings was unsustainable

Investors see investing in new Spacs as a way to make money in a low-interest rate environment with practically no opportunity cost. And the money managers seeding the initial funds for many of these shell companies has expanded, Mark Brod, a partner at Simpson Thacher, said.

“What was once a fairly niche product marketed to very sophisticated hedge funds has grown,” he said. “There are a lot of hedge funds that do invest in Spac offerings, but now there are a lot of traditional long-only investors . . . that are participating.”

Kirkland & Ellis’s Mr Nagler added: “There are certainly many more Spacs looking for companies to buy than a year ago, however, we’re hearing from many sponsors that there are many more sellers willing to transact with a Spac than a few years ago.”



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US Spac boom lures UK tech companies in blow to London

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Some of Britain’s most promising tech businesses are considering stock market listings in the US, amplifying the pressure on the UK to change listing rules at a time when ministers are keen to show an ambitious strategy for the City after Brexit.

UK tech businesses, including used car site Cazoo and health app Babylon, are discussing potential mergers with US special purpose acquisition companies, according to people familiar with the talks.

Other so-called Spacs, blank-cheque vehicles that hunt for companies to buy and bring public, have also approached Darktrace, these people said, although the cyber security company is more likely to opt for a straight UK listing. The companies declined to comment. 

The flurry of interest, which comes after UK electric vehicle company Arrival listed in the US through this channel last year, highlights the prickly environment in the UK for Spacs, which are proliferating rapidly on the other side of the Atlantic. Bankers and lawyers are lobbying for a swift change in UK rules.

“The appeal of doing a Spac is severely limited in the UK,” said Jason Manketo, capital markets partner at Linklaters. Current regulation makes London “less competitive particularly for tech IPOs and founder-led IPOs compared to the US”.

Bar chart of amount raised ($bn) showing US Spac frenzy overwhelmingly dominates that of the UK

The US Spac craze has become the dominant equity capital markets trend, with more than 173 vehicles raising $55.2bn so far this year, according to Refinitiv data.

Some UK and European companies are fielding a “frenzy” of offers, according to their executives and investors, as US sponsors look to deploy capital before the two-year deadline to complete a merger expires. 

In Europe, mobility start-ups Tier and Voi, best known for their fleets of rented electric scooters, have also been approached. Voi and other European start-ups are fielding “a lot” of interest, said Fredrik Hjelm, chief executive of Sweden-based Voi. While he said it was “too early” for Voi to go public, like many of his peers Hjelm is maintaining an open dialogue with a small number of Spac sponsors “to understand it and take a stance on how, when and if”. 

LVMH founder Bernard Arnault and former UniCredit chief Jean Pierre Mustier earlier this month announced plans for a European Spac listed in Amsterdam to snap up financial companies in the region.

In the UK, though, the key hurdle is a rule requiring a Spac’s shares to be suspended once a target is chosen. Share trading cannot resume until a deal prospectus is published. That means Spac shareholders who dislike the target and want to sell can find themselves locked in. Only one Spac has chosen London since the start of 2020.

Bar chart of amount raised ($bn) showing European sponsors are increasingly listing Spacs abroad

Former EU commissioner Jonathan Hill has been urged to make London more Spac-friendly under his review of UK listing regulations that is due for release before the budget on March 3, according to people familiar with the matter.

Xavier Rolet, former head of the London Stock Exchange Group, this week said the UK should strive to become a centre for Spac activity in the wake of Brexit.

Bankers and lawyers say removing the suspension rule would encourage UK businesses to list at home and place London on the same footing as Amsterdam, which has emerged as Europe’s Spac hub.

“If the Hill review and [the UK regulator] gave their blessing around the stock suspension point, I feel the UK Spac market would open up rapidly,” said Paddy Evans, head of UK equity capital markets at Citigroup. “If I can convince you that the UK market is going to value [the company] in the same way, a UK tech champion would and should list at home,” he added.

Some UK investors are wary of Spacs because of several high-profile historical failures. Nat Rothschild, a member of the eponymous banking family, raised a £700m Spac in 2010 and merged with Indonesian mining company Bumi which was later fined by regulators for breaching listing rules. In 2015, Gloo Networks raised £30m but never made a deal.

But, today, Spac sponsors include some of Silicon Valley’s most prominent founders and investors. “People confuse how Spacs were viewed 18 months ago with how they are today — which is they are pretty viable alternatives,” said one UK tech executive who is weighing several offers. “They have created a ready-made path for people who want to IPO, with ready-made capital.”

UK investors have traditionally been considered more conservative than their US counterparts and less supportive of lucrative “promotes” for sponsors, which typically hand them 20 per cent of the Spac’s equity for $25,000.

Given the reputational baggage attached, many European venture capitalists remain wary of encouraging their companies to pursue a Spac, with one saying it was for “good companies” but not the “best companies”. “It’s a highly efficient structure, but I think it’s still a bit like settling for a .net domain,” he said, rather than a classic .com. 

However, UK sponsors could integrate several rules popular in the US, such as allowing shareholders to vote on the chosen acquisition and to redeem their shares if they dislike the target. Those urging the Hill review for change argue that attracting Spacs will not erode London’s reputation for upholding a gold standard of investor protections.

“They’re being lobbied quite hard,” said a senior banker. “The environment is perfect for Spacs and people can’t wait.”



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Dual-class shares: duelling purposes | Financial Times

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The ship looks set to sail on Britain’s aversion to dual-class shares. A government commissioned review, released on Friday, backs the structure, which is popular with tech founders keen to retain control after taking public money.

Lex, among others, has opposed weighted voting rights as poor governance. Advocates point to the bigger picture: spurn dual-class shares and lose out on big initial public offerings. London would not be the first to cave. A similar argument saw Hong Kong capitulate after Alibaba took its record $25bn IPO to New York in 2014. Singapore swiftly followed suit; even Shanghai now hosts companies with dual-class shares on its tech-oriented board.

Ron Kalifa, author of the UK report, lays out the numbers: the US nabbed 39 per cent of the 3,787 IPOs on major exchanges between 2015 and 2020, while the UK took under 5 per cent. US companies with dual-class shares have outperformed peers, but this is as much to do with tech credentials as, say, Mark Zuckerberg’s stranglehold on Facebook votes. Proponents also applaud the poison pill conferred by weighted voting rights. This, they say, would have seen off pesky foreign buyers of British assets such as Arm and Worldpay, coincidentally Kalifa’s own old shop.

If dual-class shares are inevitable, curbs should be too. Sunset clauses, converting founders’ shares to ordinary class over time, are one obvious step already in use. At Slack, for example, shares convert over 10 years to common stock. Another is to exclude certain votes; on executive pay, say, or related party transactions.

One big caveat: dual-class shares will not open the floodgates to new listings. Ask Hong Kong, a market four times as liquid as London. Post-relaxation of the rules, China tech listings continued to flock to the US because valuations are higher. Last year, despite ground-zero Sino-US relations and tightened accountancy rules, Chinese tech companies flocked to the US. The current run of “homecomings” — US-listed companies such as Alibaba securing secondary listings in Hong Kong — is politically driven. More effective, certainly, but not an option for the UK.

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A Lucid sign of the tech bubble

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This week, tech stocks dipped and a generation of entrepreneurs was offered a glimpse of its own mortality.

At the very least, it has been a reminder that a reset is long overdue after a year-long surge in tech stocks — and that capital will not always be as readily, and cheaply, available.

When cash is plentiful, the close alignment between Wall Street and Silicon Valley can feel almost unbreakable. Tech start-ups promising to change the world supply the big vision for investors eager to find a reason to believe. Conditions like this favour so-called story stocks — ventures that can spin a simple narrative about a huge new market opportunity.

A classic of the genre is the electrification of personal transport. This week’s additions to the dream of a world beyond combustion engines include the $4.6bn flowing into luxury electric car maker Lucid Motors and the $1.6bn raised by would-be air taxi service Joby Aviation.

Despite the obvious risks when a wave of capital washes into tech start-ups, there are some benefits. It can, for instance, help to drag new technologies into the mainstream: the tech and telecoms bubble at the turn of the century may have led to huge financial waste, but it funded the communications networks and digital infrastructure to support the next generation of internet companies.

It also means promising technologies are no longer at risk of being underfunded — though simply pouring in cash won’t bring them to commercial viability any quicker. It has taken many years for battery technology to ride the cost curve. The fact that billions of dollars are suddenly available cannot speed that process. Yet Wall Street’s financial vehicle du jour for channelling money into tech start-ups — so-called special purpose acquisition companies that raise cash and then seek a promising company to merge with — come with two very big warning signs.

The first is that, in this new form of stock market-financed venture capital, windfall profits can flow to promoters and speculators long before the new businesses prove their commercial viability. Traditional venture capitalists usually don’t see profits, or get the chance to sell, for years.

The different incentives embedded in Wall Street’s version of VC is exemplified by the Lucid deal. On paper, the Spac involved has already made an 87 per cent profit from its investment, just for doing a deal. And its promoters, who paid a grand total of $25,000 for their “founder shares”, are sitting on a stake the market values at $1.5bn.

The Spac has also provided a vehicle for wild speculation. Its publicly traded shares had already shot up more than fivefold in anticipation of a deal, before falling back by nearly half.

There are some mechanisms to encourage a longer term view, such as placing limits on how soon a Spac’s promoters or follow-on investors can cash out. But the 18 months lock-up on the Lucid Spac’s founders is nothing compared with the many years traditional VCs often have to wait to see a return.

The second concern is that the current close alignment between investors and entrepreneurs is highly unlikely to last. Financial conditions will change. Even with perfect execution over many years of the promises made by start-ups, it will be hard for the new companies to support their current valuations.

Unlike companies that arrive on Wall Street through a traditional initial public offering, Spacs make revenue promises upfront. Joby says it will not have any sales at all until 2024, but then reach $2bn in revenue five years from now. Lucid, which has not launched its first vehicle, is predicting that annual revenue will rise above $20bn within five years — a figure that Tesla only topped in 2019.

These promises are supporting heady valuations. Lucid is judged, on paper, to be worth $24bn. Tesla only reached that after it had been making and selling cars for five years, and a year after its groundbreaking Model S had hit the road.

It may be the case that the world is on the way to more electrification, with luxury cars like those made by Lucid, and air taxis like those operated by Joby, an important part of a clean energy future. But when times change on Wall Street, many investors may no longer have the patience to go along for the ride.

richard.waters@ft.com



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