4 ms·

Can you clarify what you mean by issuers in each of the examples above? And how exactly one becomes an issuer if this is even a practical matter?

vmception 5y ago
The person/group that creates the project, and originally sells the asset. One complication would be that in a SPAC that would be the SPAC sponsor, as well as the target company's founders or preferred investors. It being a practical matter depends on how much capital you have.
- rexreed 5y ago
  So what's to stop a VC firm from juicing the returns they provide their own limited partners by simply standing up a series of SPACs which they in turn use IPO proceeds to acquire some of their own poorly performing companies that couldn't get acquired or go public on their own, while also enjoying the 20% "promote" that sponsors get?
  - vmception 5y ago
    Nothing. Everything is a contract, you just need to get someone to agree to it. The regulator just makes sure information is disclosed, the investor is the one that has to be discerning. In prior market conditions, people were not agreeing to SPAC contracts. In these market conditions they are.
  - elmomle 5y ago
    In theory, the answer is that reputational risk disincentivizes this behavior. In practice, markets these days are pumped so full of easy money in need of somewhere to go that that seems a fairly remote concern. As to "is this all a game"--while I don't think it's good for society that this is the way things are, the extremely wealthy have been playing finance on easy mode for a while now, and so far there's no sign of that stopping.
  - seibelj 5y ago
    There is not supposed to be any prior relationship between the SPAC's sponsors and the company being acquired. I believe it violates SEC rules. So the VC shouldn't be able to set up SPACs specifically for acquiring their own companies.
    - vmception 5y ago
      It wouldn’t be the express purpose. And yeah the SEC has input on the wording of the proposed target company vote. So they would eventually know. But since VCs typically have single to low-double digit ownership of anything in their portfolio, it would probably pass muster just fine. Would just need to be disclosed. I’ve seen SPAC investors approve buying newly formed companies, formed two months prior. So they’ll approve anything (except buzzfeed lol)

vmception 5y ago

The person/group that creates the project, and originally sells the asset. One complication would be that in a SPAC that would be the SPAC sponsor, as well as the target company's founders or preferred investors. It being a practical matter depends on how much capital you have.

rexreed 5y ago
So what's to stop a VC firm from juicing the returns they provide their own limited partners by simply standing up a series of SPACs which they in turn use IPO proceeds to acquire some of their own poorly performing companies that couldn't get acquired or go public on their own, while also enjoying the 20% "promote" that sponsors get?
- vmception 5y ago
  Nothing. Everything is a contract, you just need to get someone to agree to it. The regulator just makes sure information is disclosed, the investor is the one that has to be discerning. In prior market conditions, people were not agreeing to SPAC contracts. In these market conditions they are.
- elmomle 5y ago
  In theory, the answer is that reputational risk disincentivizes this behavior. In practice, markets these days are pumped so full of easy money in need of somewhere to go that that seems a fairly remote concern. As to "is this all a game"--while I don't think it's good for society that this is the way things are, the extremely wealthy have been playing finance on easy mode for a while now, and so far there's no sign of that stopping.
- seibelj 5y ago
  There is not supposed to be any prior relationship between the SPAC's sponsors and the company being acquired. I believe it violates SEC rules. So the VC shouldn't be able to set up SPACs specifically for acquiring their own companies.
  - vmception 5y ago
    It wouldn’t be the express purpose. And yeah the SEC has input on the wording of the proposed target company vote. So they would eventually know. But since VCs typically have single to low-double digit ownership of anything in their portfolio, it would probably pass muster just fine. Would just need to be disclosed. I’ve seen SPAC investors approve buying newly formed companies, formed two months prior. So they’ll approve anything (except buzzfeed lol)