Mar 4, 2021 - Economy

Why fears of a SPAC bubble may be overblown

Illustration of a stop sign with SPAC written on it

Illustration: Annelise Capossela/Axios

The SPAC surge continues unabated, with 10 new ones formed since Wednesday morning. And that's OK.

Between the lines: There are growing concerns that retail investors are about to get rolled, with smart sponsors taking advantage of dumb money.

  • To be sure, many of these deals will fail. SPACs (special purpose acquisition companies) are pulling venture capital forward, and venture capital is inherently speculative.
  • And regulators should watch closely for conflicts of interest, including if SPAC sponsors are having pre-IPO conversations with potential targets (which is not allowed).

Reasons for (relative) calm: Unlike traditional venture capital or equities investing, though, SPACs have numerous guardrails.

  • Some of them are structural. Redemption rights, IPO proceeds held in escrow via T-bills and the ability for unit-holders to rebuff a merger.
  • There also is pricing pressure from the small number of institutional investors that have come to dominate the PIPE market. For example, it's not uncommon for a SPAC to win a bake-off by offering the highest price, only to renegotiate down after the letter of intent is signed. Not because the SPAC sponsor thinks it over-bid, but because the big PIPE players do.
  • "Target companies hate when this happens, but they're in an exclusivity period once they've signed the LOI, so their only option is to negotiate or wait a while and start the whole thing over," a SPAC banker explains.

Normal market forces are also at work. For example, the SPAC buying Dyal Capital is now just trading at 4 cents above the offering price, reflecting concerns about if the deal can get done amidst the litigation. And, of course, there are short-sellers trumpeting their skepticism, like Muddy Waters yesterday unloading on SPAC'd XL Fleet.

The bottom line: It does feel like there's a SPAC bubble. But, as investing bubbles go, SPACs may be among the most benign.

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