Potential Pitfalls Of SPACs: What CFOs Need To Know

Investors seem to be infatuated with SPACs, but, while there are advantages, there are also many potential pitfalls and hurdles for those managing the transaction. An overview.

This year will be remembered as a watershed for a number of reasons. While the pandemic and presidential election obviously captured the lion’s share of the headlines, 2020 will be notable in the history books for another reason: It was the year that SPACs went mainstream.

SPACs, or “special-purpose acquisition companies,” have gained an extraordinary amount of popularity over the past year or two. SPACs themselves are really nothing more than shell entities — they’re essentially empty husks, designed to attract investors and capital, which they then use to target a company or companies for acquisition, similar to a reverse-merger. But they’ve become a popular way of taking a private company public while circumventing the traditional IPO process.

Though SPACs have been around for decades now, they’re only now really starting to generate headlines. And given the increasing interest in SPAC transactions, it can be vital for CFOs and other executives to know what’s fueling their popularity. But like almost everything, SPAC transactions have their pros and cons — which means executives should have a deeper understanding of SPACs in order to understand this apparent next stage of the market’s evolution.

The Allure of SPAC Transactions

It’s clear that Wall Street and venture capitalists have taken a serious liking to SPACs. As of early December, 200 or so SPAC transactions have taken companies public during 2020, raising $64 billion — roughly equal to the 194 companies that went public via the traditional IPO process, raising $67 billion.

And again, it’s hard to overstate just how infatuated investors seem to be with SPACs. During 2020 alone, and despite a rather turbulent year, SPACs have raised as much, if not more money than they have over the previous 10 years combined.

For SPAC founders and targets, going public via a SPAC transaction can be very appealing — especially if the SPAC target (the company a SPAC is seeking to take public) is particularly noteworthy or is generating a lot of press. The most obvious is that individual investors can invest in SPACs, and generally at a low price. Typically, SPAC shares sell for around $10, a price point at which almost any investor can tolerate. And tapping into that pool of investors can be especially attractive for SPAC.

There are other benefits to going public through a SPAC transaction, too, including a smoother, less-intensive process (compared to filing an S-1 with the SEC, as is the traditional route to an IPO), and a degree of protection for targets from market volatility.

But though there are advantages to taking a company public through a SPAC transaction, it doesn’t mean that the process is a cakewalk — in fact, there are many potential pitfalls and hurdles to overcome for those overseeing the transaction.

Considerations for SPAC Targets

There are a number of things to consider when contemplating a SPAC transaction, both for targets and for investors. But for targets, specifically — which have likely already given considerable thought to going public, and the routes available to do so — a SPAC transaction can appear deceptively simple.

• Staffing and Manpower

One thing that those targets will need to keep in mind is that they simply don’t have the man-power they’ll need to make the transition from a private to a public company. For example, almost all companies have teams dedicated to accounting and financial reporting. But those teams may only be equipped or staffed-up to handle the needs of a relatively small private company — if a company goes public, those teams may quickly find themselves in dire need of more manpower, and augmenting those teams may require some significant time and resources.

Likewise, private companies are also not required to include management discussion and analysis (MD&A) segments in their financial reports — something public companies are required to provide to investors. Preparing those analyses (often in retrospect) is another large-scale project that may require additional staff or other resources. The same goes for auditing; a company’s existing auditor may have performed their work in accordance with relevant and appropriate guidelines for privately held companies, but the Public Company Accounting Oversight Board (PCAOB) adds another layer of independence requirements that may require a SPAC target to be re-audited by an independent third-party in accordance with the form and content requirements of Regulation S-X and U.S. GAAP requirements for public companies.

Further, the frequency with which tax provisions and other required interim disclosures will need to be calculated is going to increase once a company goes public, from an annual to a quarterly basis. That increased frequency may require additional staff to help handle the workload.

• The SEC Review Process and Carve-Out Caveats

There’s no avoiding the SEC, even for SPACs. As a part of the transaction process, SPACs must file a proxy statement with the SEC, which will then be reviewed and returned to the SPAC with comments and questions — yet another potential pitfall for SPACs or targets who are caught unprepared, and something they should be anticipating.

There’s also the possibility that a SPAC transaction is completed through a carve-out (similar to a reverse merger), which will trigger an additional auditing process and need to be followed in accordance with special regulatory and compliance guidelines. Again, it’s yet another potential set of obstacles that SPACs and targets may not have had on their respective radars, and that can slow or stop the process.

• The Running Clock

Finally, time is of the essence during a SPAC transaction. The SEC requires that SPAC targets file and make available their most current financials to prospective investors. Companies will generally submit their most recent quarterly information, which only has a shelf-life of 134 days. So, if the transaction hasn’t been completed by then, the information will need to be resubmitted, with all of the reporting and auditing that goes along with it.

Again, time is just one of many considerations SPACs and targets need to keep in mind or prepare for when attempting a transaction that will take a target public. And given the current interest level in SPACs, it’s critical that executives understand the advantages and potential pitfalls of SPAC transactions.

SPACs may be a popular topic in the boardroom and at happy hour, and the last thing an executive wants is a blind spot when it comes to the potential downfall of a SPAC transaction.