{"id":2063,"date":"2021-07-26T21:44:04","date_gmt":"2021-07-27T04:44:04","guid":{"rendered":"https:\/\/addison.lwh.dev\/insights\/top-4-things-to-know-if-spac-is-your-exit-strategy\/"},"modified":"2024-07-17T14:29:25","modified_gmt":"2024-07-17T21:29:25","slug":"top-4-things-to-know-if-spac-is-your-exit-strategy","status":"publish","type":"post","link":"https:\/\/addisongroup.com\/insights\/top-4-things-to-know-if-spac-is-your-exit-strategy\/","title":{"rendered":"Top 4 things to know if SPAC is your exit strategy"},"content":{"rendered":"\n<p>If you opened CNBC in the last few months, you might have heard about Wall Street\u2019s hottest investment trend \u2013 SPACs. From top investors to celebrities to notable hedge fund managers, it seems like everyone is trying to get a piece of the action. There\u2019s merit in the hype \u2013 in 2020, more than&nbsp;<a href=\"https:\/\/www.cnbc.com\/2021\/02\/10\/spacs-have-raised-over-38-billion-in-2021-but-new-nyse-rule-looms.html\">$83 billion<\/a>&nbsp;was raised in SPACs, more than all other years combined. Furthermore, the SPAC market accounted for over half of all IPOs in the U.S. in 2020. There\u2019s money to be made as over&nbsp;<a href=\"https:\/\/www.forbes.com\/sites\/allbusiness\/2020\/11\/11\/10-key-questions-and-answers-about-spacs\/?sh=6ef966212f83\">$600 billion<\/a> is sitting in trust accounts right now in 2021. EY US Venture Capital Leader Jeff Grabow made the point at the Kranz \u201c<a rel=\"noreferrer noopener\" href=\"https:\/\/kranz.consulting\/insights-resources\/webinars\/decisions-decisions-what-is-your-exit-strategy-ma-traditional-ipo-spac-vs-direct-listing\/\" target=\"_blank\">Decisions, decisions! What is Your Exit Strategy: M&amp;A, Traditional IPO, SPAC, vs. Direct Listing<\/a>\u201d webinar on Dec 9, 2020 that investors have long been expecting for IPOs to pick up, which have been delayed by the vast amount of late stage capital in the market. SPACs are an additional alternative to late stage capital and can help bring liquidity and balance the load of the overall venture ecosystem. So, clearly, there&#8217;s a need for this new(ish) vehicle. But what is a SPAC?<\/p>\n\n\n\n<p>A SPAC (Special Purpose Acquisition Company), also known as a \u201cblank-check company,\u201d is a shell corporation that lists a stock exchange to buy a private business and take it public. It has no commercial operations and is formed to raise capital to acquire an existing company. Because it is technically a merger and not a public offering, a SPAC is a way to go public without all the expense, time, and regulatory oversight traditionally required.<\/p>\n\n\n\n<p>To get an understanding of SPACs, it\u2019s essential to look back a bit on the history and the vast difference between investing in the predecessor and what you\u2019ll see in today\u2019s SPAC investments. The investment attention went back in the \u201890s, but this precursor was far more risk-driven. Modern-day SPACs open many possibilities for both investors and targets\u2014simply for decreased risk due to accountability. Eklavya Saraf, Nasdaq Global Head of SPAC Listings shares at the Kranz &#8220;<a href=\"https:\/\/kranz.consulting\/insights-resources\/webinars\/decisions-decisions-what-is-your-exit-strategy-ma-traditional-ipo-spac-vs-direct-listing\/\">Decisions, decisions! What is Your Exit Strategy: M&amp;A, Traditional IPO, SPAC, vs. Direct Listing<\/a>&#8221; webinar on Dec 9, 2020, \u201cWhat differentiates today\u2019s SPAC from predecessors is the protections that they\u2019re offering to investors. Shareholders today can redeem their investment in full plus interest before the acquisition if they choose to do so in the company.\u201d This distinction offers a critical opportunity for investors, sponsors, and targets alike compared to its \u201890s precursor.<\/p>\n\n\n\n<p>So, for those considering it as an option, why should you choose it over the other vehicles? It\u2019s a hot trend, but is it the right decision for your organizations?<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">We break down the key considerations that you need to know before deciding to use SPAC as your vehicle to go public:<\/h2>\n\n\n\n<p><strong>1.&nbsp;&nbsp;&nbsp; Have a clear view of your financial projections<\/strong><\/p>\n\n\n\n<p>In contrast to a traditional IPO, SPACs can publish future projections, whereas an IPO utilizes a research analyst to collate those forecasts and does not communicate with the investors directly.<\/p>\n\n\n\n<p>JP Morgan Chase Managing Director Lucy Wang shares at the Kranz &#8220;<a href=\"https:\/\/kranz.consulting\/insights-resources\/webinars\/decisions-decisions-what-is-your-exit-strategy-ma-traditional-ipo-spac-vs-direct-listing\/\">Decisions, decisions! What is Your Exit Strategy: M&amp;A, Traditional IPO, SPAC, vs. Direct Listing<\/a>, &#8220;If that (SPAC) projection is worth something and that allows you the transparency and direct communication with investors, it could be the key to landing you a better deal, and one from which an investor is less likely to back out.&#8221; <\/p>\n\n\n\n<p>Communicating clearly to investors about where you think the business is going is an essential element. Now you should consider: have you built out detailed projections both with your strategic vision and financials? If so, you may be aligned with the advantages of going down the SPAC path.&nbsp;If you do not feel like you can provide those financial projections, it might be in your organization\u2019s best interest to look more into a more traditional route.<\/p>\n\n\n\n<p>Latham &amp; Watkins Partner Miles Jennings shares at the Kranz &#8220;<a href=\"https:\/\/kranz.consulting\/insights-resources\/webinars\/decisions-decisions-what-is-your-exit-strategy-ma-traditional-ipo-spac-vs-direct-listing\/\">Decisions, decisions! What is Your Exit Strategy: M&amp;A, Traditional IPO, SPAC, vs. Direct Listing<\/a>&#8221; webinar on Dec 9, 2020, \u201cThere are companies out there that we\u2019ve worked with that ultimately decided to go back to an IPO because they felt that their story couldn\u2019t be told without being able to give the kind of financial analysis as to where they thought the business was going.\u201d<\/p>\n\n\n\n<p><strong>2.&nbsp;&nbsp;&nbsp; Have your finance and accounting ducks in a row<\/strong><\/p>\n\n\n\n<p>An established company most likely has built-out accounting and finance departments that can aid in navigating these transactions. However, because a SPAC is a shell company with no operations, it doesn\u2019t have these teams in-house. This puts more pressure on the target teams to have the expertise to navigate the steps, the nuanced paperwork requirements, and other strategic considerations that are unique to being acquired by a SPAC. When considering whether this type of transition is right for your organization, it\u2019s vital to take an honest look at your finance and accounting teams and their expertise and bandwidth to take on the due diligence of entering this kind of deal.<\/p>\n\n\n\n<p><strong>3.&nbsp;&nbsp;&nbsp; Be on board with letting go of liquidity<\/strong><\/p>\n\n\n\n<p>There is an abundance of advantages to going down the SPAC route, the biggest being speed to market and not going through the same regulatory hoops that would exist in a traditional IPO. But it doesn\u2019t come without its costs \u2013 a sponsor pays nominal amounts for&nbsp;<a href=\"https:\/\/corpgov.law.harvard.edu\/2018\/07\/06\/special-purpose-acquisition-companies-an-introduction\/\">20% of the SPAC<\/a>&nbsp;shares before the acquisition. This leads to a loss of equity for the target, which could be a dealbreaker for some, compared to the traditional&nbsp;<a href=\"https:\/\/www.pwc.com\/us\/en\/services\/deals\/library\/cost-of-an-ipo.html\">1-7% of an IPO<\/a>. However, IPOs have substantial costs and underwriting fees, SEC regulation costs, exchange listing fees, and more. It all comes down to your priorities as an organization.<\/p>\n\n\n\n<p><strong>4.&nbsp;&nbsp;&nbsp; Due diligence is key<\/strong><\/p>\n\n\n\n<p>Being acquired by or merging with a SPAC is an excellent opportunity if you\u2019re looking for a strategic partner but don\u2019t want to navigate the hassles and time commitments of a traditional IPO, but that doesn\u2019t mean you\u2019re out of the water completely. You still need to file an S-4 with the U.S. Securities and Exchange Commission providing details of your acquisition, as well as register your securities. Under the strained timeline of a SPAC, it\u2019s imperative to ensure the necessary paperwork is completed accurately to avoid any regulatory snags along the way.<\/p>\n\n\n\n<p><strong>Ready to pull the trigger? DLC can help<\/strong><\/p>\n\n\n\n<p>From SPACs to IPOs to Direct Listings to M&amp;A, there\u2019s an abundance of avenues to take you public. If you have questions or would like help, please&nbsp;<a href=\"https:\/\/dlcinc.com\/about\/contact-us\/\"><strong>get in touch<\/strong><\/a>. Learn more about our other services&nbsp;<a href=\"https:\/\/dlcinc.com\/services\/\"><strong>here<\/strong><\/a>.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\">About the Authors<\/h2>\n\n\n\n<p><strong>Marcia Ayala<\/strong><\/p>\n\n\n<div class=\"wp-block-image\">\n<figure class=\"alignright size-large\"><img decoding=\"async\" src=\"https:\/\/addisongroup.com\/wp-content\/uploads\/2024\/07\/Marcia-Ayala.jpg\" alt=\"\" class=\"wp-image-32622\" loading=\"lazy\" \/><\/figure>\n<\/div>\n\n\n<p>Marcia joined DLC in 2006 and now serves as Managing Director for the Chicago market, where she is responsible for new business development, talent acquisition, talent retention and the overall operations of DLC\u2019s Chicago office. She\u2019d previously served as Client Account Director, where her responsibilities included consulting as well as sourcing, managing, and leading client engagements. She has over 20 years of finance and accounting experience working with both Fortune 500 and privately held businesses concentrated in healthcare and pharmaceuticals, consumer and industrial products, education, insurance, and financial services. Marcia is a CPA and a Project Management Professional (PMP). Her consulting focus has centered on acquisition integration, due diligence support, purchase accounting, carve-outs, and divestitures, shared services, FP&amp;A, business unit reporting, and project management.<\/p>\n\n\n\n<p>Prior to joining DLC, Marcia was the Chief Accounting Officer for a GTCR portfolio company where she led the finance and accounting integration related to the purchase of 11 businesses. Marcia began her career in audit at Arthur Andersen and also held finance positions at Kraft Foods and Harley-Davidson Financial Services.<\/p>\n\n\n\n<p>She received her Masters of Business Administration in Finance from the University of Chicago \u2013 Booth School of Business, her Masters of Science in Accountancy from DePaul University and her Bachelors degree from DePauw University.<\/p>\n\n\n\n<p><strong>Dak Gilinsky<\/strong><\/p>\n\n\n<div class=\"wp-block-image\">\n<figure class=\"alignright size-large is-resized\"><img loading=\"lazy\" decoding=\"async\" src=\"https:\/\/addisongroup.com\/wp-content\/uploads\/2021\/12\/Dak-Gilinsky_2-1024x1024.jpg\" alt=\"Dak Gilinsky\" class=\"wp-image-32607\" width=\"290\" height=\"290\"\/><\/figure>\n<\/div>\n\n\n<p>Dak Gilinsky joined DLC in January 2018 as Managing Director for the Los Angeles market. In this role he oversees the Los Angeles DLC Sales team and is responsible for account management, business development, talent acquisition and retention for the consultant bench and internal roles, as well as overall management of market performance. Dak applies a broad knowledge of various industries and functions developed during his 9+ years in professional services, including management consulting, finance and accounting, and legal. He knows the LA market intimately, and has served many of the market\u2019s top companies.<\/p>\n\n\n\n<p>Previously, Dak helped to launch the Los Angeles office of Axiom, a leading provider of legal services. He then spent two years in management consulting, serving F-100 technology clients. In 2013, he was tasked with launching the Business Talent Group\u2019s West Coast consulting practice. During his time with BTG Dak established relationships with corporate development, strategy, and operations groups at 50+ Fortune 1000 clients along the West Coast, driving rapid growth with high client satisfaction.<\/p>\n\n\n\n<p>Dak is a SoCal native, a lover of all things outdoors and a frequent traveler. He received his BA\/BS from UC Berkeley (with honors) and pursued additional accounting and finance education at UCLA.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>From SPACs to IPOs to Direct Listings to M&amp;A, there\u2019s an abundance of avenues to take you public. We break down the key considerations that you need to know before deciding to use SPAC as your vehicle to go public. Learn more!<\/p>\n","protected":false},"author":9,"featured_media":1321,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"inline_featured_image":false,"footnotes":""},"categories":[109],"tags":[],"post_function":[],"post_audience":[],"class_list":{"0":"post-2063","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-recruiting"},"acf":[],"yoast_head":"<!-- This site is optimized with the Yoast SEO Premium plugin v27.2 (Yoast SEO v27.4) - https:\/\/yoast.com\/product\/yoast-seo-premium-wordpress\/ -->\n<title>Top 4 things to know if SPAC is your exit strategy - Addison Group<\/title>\n<meta name=\"description\" content=\"From SPACs to IPOs to Direct Listings to M&amp;A, there\u2019s an abundance of avenues to take you public. We break down the key considerations that you need to know before deciding to use SPAC as your vehicle to go public. 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