From Wikipedia, the free encyclopedia
A
special-purpose acquisition company (SPAC) is a
collective investment scheme that allows public stock market
investors to invest in
private equity type transactions, particularly
leveraged buyouts.
SPACs are shell or blank-check companies that have no operations but go
public with the intention of merging with or acquiring a company with
the proceeds of the SPAC's
initial public offering (IPO).
Characteristics
Offerings
SPACs were traditionally sold via an
initial public offering (IPO) in $6 units consisting of one
common share and two "in the money"
warrants
to purchase common shares at $5 a common share at a future date usually
within four years of the offering. Today, SPAC offerings are more
commonly sold in $8–10 units which consist of one common share and one
warrant. SPACs trade as units and/or as separate common shares and
warrants on the
OTC Bulletin Board and/or the
American Stock Exchange (both the
Nasdaq and the
New York Stock Exchange have announced plans to list SPACs in 2008) once the public offering has been declared effective by the
U.S. Securities and Exchange Commission
(SEC), distinguishing the SPAC from a blank check company formed under
SEC Rule 419. Trading liquidity of the SPAC's securities provide
investors with a flexible exit strategy. In addition, the public
currency enhances the position of the SPAC when negotiating a business
combination with a potential merger or acquisition target. The common
share price must be added to the trading price of the warrants to get an
accurate picture of the SPAC's performance.
By market convention, 85% to 100% of the proceeds raised in the IPO for the SPAC are held in
trust
to be used at a later date for the merger or acquisition. Today, the
percentage of gross proceeds held in trust pending consummation of a
business combination has increased to 98% to 100%.
The SPAC must sign a letter of intent for a
merger or an
acquisition within 12 to 18 months of the IPO. Otherwise it will be forced to
dissolve and return the
assets held in the trust to the public
stockholders.
However, if a letter of intent is signed within 12 to 18 months, the
SPAC can close the transaction within 24 months. Today, SPACs are
incorporated with 24-month limited life charters that require the SPAC
to automatically dissolve should it be unsuccessful in merging with or
acquiring a target prior to the second anniversary of its offering.
In addition, the target of the acquisition must have a
fair market value
that is equal to at least 80% of the SPAC’s net assets at the time of
acquisition and a majority of shareholders voting must approve this
combination with usually no more than 20% to 40% of the shareholders
voting against the acquisition and requesting their money back.
Governance
In order to allow stockholders of the SPAC to make an informed
decision on whether or not they wish to approve the business
combination, full disclosure of the target business, including complete
audited financials for it, and terms of the proposed business
combination via an SEC merger proxy statement is provided to all
stockholders. All common share stockholders of the SPAC are granted
voting rights at a shareholder meeting to approve or reject the proposed
business combination. A number of SPACs have also been placed on the
London Stock Exchange AIM exchange; these SPACs do not have the aforementioned voting thresholds.
As a result of the voting and conversion rights held by SPAC
shareholders, only well-received transactions are typically approved by
the shareholders. When a deal is proposed, a shareholder has three
options. The shareholder can approve the transaction by voting in favor
of it, elect to sell their shares in the open market, or vote against
the transaction and redeem their shares for a pro-rata share of the
trust account. (This is significantly different from the
blind pool - blank check companies of the 1980s, which were a form of
limited partnership
that did not specify what investment opportunities the company plans to
pursue.) The assets of the trust are only released if a business
combination is approved by the voting shareholders, or a business
combination is not consummated within 24 months of the initial offering.
This guarantees a minimum liquidation value per share in the event that
a business combination is not effected.
Management
The SPAC is usually led by an experienced management team composed of three or more members with prior
private equity,
mergers and acquisitions
and/or operating experience. The management team of a SPAC typically
receives 20% of the equity in the vehicle at the time of offering,
exclusive of the value of the warrants. The equity is usually held in
escrow for 2–3 years and management normally agrees to purchase warrants
or units from the company in a private placement immediately prior to
the offering. The proceeds from this sponsor investment (usually equal
to between 3% to 5% of the amount being raised in the public offering)
are placed in the trust and distributed to public stockholders in the
event of liquidation.
No salaries, finder's fees or other cash compensation are paid to the
management team prior to the business combination and the management
team does not participate in a
liquidating distribution
if it fails to consummate a successful business combination. In many
cases, management teams agrees to pay for the expenses in excess of the
trusts if there is a
liquidation
of the SPAC because no target has been found. Conflicts of interest are
minimized within the SPAC structure because all management teams agree
to offer suitable prospective target businesses to the SPAC before any
other acquisition fund, subject to pre-existing fudiciary duties. The
SPAC is further prohibited from consummating a business combination with
any entity which is affiliated with an insider, unless a
fairness opinion from an independent investment banking firm states that the combination is fair to the shareholders.
http://en.wikipedia.org/wiki/Special-purpose_acquisition_company