A Sober Look at SPACs

M. Klausner, M. Ohlrogge, Emily Ruan
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引用次数: 30

Abstract

A Special Purpose Acquisition Company (“SPAC”) is a publicly listed firm with a two-year lifespan during which it is expected to find a private company with which to merge and thereby bring public. SPACs have been touted as a cheaper way to go public than an IPO. This paper analyzes the structure of SPACs and the costs built into their structure. We find that costs built into the SPAC structure are subtle, opaque, and far higher than has been previously recognized. Although SPACs raise $10 per share from investors in their IPOs, by the time the median SPAC merges with a target, it holds just $6.67 in cash for each outstanding share. We find, first, that for a large majority of SPACs, post-merger share prices fall, and second, that these price drops are highly correlated with the extent of dilution, or cash shortfall, in a SPAC. This implies that SPAC investors are bearing the cost of the dilution built into the SPAC structure, and in effect subsidizing the companies they bring public. We question whether this is a sustainable situation. We nonetheless propose regulatory measures that would eliminate preferences SPACs enjoy and make them more transparent, and we suggest alternative means by which companies can go public that retain the benefits of SPACs without the costs.
冷静看待太空飞船
特殊目的收购公司(“SPAC”)是一家上市公司,有两年的生命周期,在此期间,它预计会找到一家私人公司进行合并,从而上市。SPACs一直被吹捧为比IPO更便宜的上市方式。本文分析了航天飞机的结构和其结构所包含的成本。我们发现,SPAC结构中的成本是微妙的、不透明的,而且远高于之前认识到的水平。尽管SPAC在ipo中从投资者那里每股筹集10美元,但当SPAC与目标公司合并时,其每股流通股仅持有6.67美元现金。我们发现,首先,对于绝大多数SPAC,合并后股价下跌;其次,这些价格下跌与SPAC的稀释程度或现金短缺程度高度相关。这意味着,SPAC的投资者正在承担SPAC股权稀释的成本,实际上是在补贴他们让公司上市的公司。我们怀疑这种情况是否可持续。尽管如此,我们还是建议采取监管措施,消除SPACs享有的优惠,使其更加透明。我们还建议,公司可以通过其他方式上市,在不付出成本的情况下保留SPACs的好处。
本文章由计算机程序翻译,如有差异,请以英文原文为准。
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