SPACs and the SEC
Mike Coke of Wilson Sonsini returns! This time Mike’s here to break down the state of capital markets and the SEC’s proposed rule around SPACs (special purpose acquisition companies)—plus new rules for everyday life.
Season 3, Episode 23: SPACs and the SEC | Transcript
Steve Soter: Hello, and welcome to Off the Books, where we surf the uncharted waters of accounting, finance, risk, and wherever else the waves take us. This episode is brought to you by Workiva, the risk, reporting, ESG, and compliance platform that simplifies your complex work so you can finish reports on deadline without dropping dead at the finish line. Check it out at workiva.com/podcast. My name is Steve Soter, accounting enthusiast and Diet Coke aficionado. I'm looking forward to debiting a great conversation, and I'm happy to have you with us. I'm also very happy to have Catherine Tsai joining me. Catherine, can you please tell the fine folks who you are?
Catherine Tsai: I'm not an accountant or Diet Coke aficionado, but I like asking questions, learning new things, and writing about them later. So I'm here to learn. Earlier this season, we brought in Mike Coke, Securities Counsel and Partner at Wilson Sonsini, to talk about SPACs.
Steve: As a refresher, a SPAC, or special purpose acquisition company exists for the sole purpose of looking for a private company to take public by merging with it. First, the SPAC itself goes public through an IPO. Then it raises money from investors and looks for a target to merge with. You might have heard people refer to that as a reverse merger or a de-SPAC transaction.
Catherine: Since the last time we talked with Mike, the SEC has proposed new rules for SPACs.
Steve: And due to a number of factors, both specific to SPACs and the capital markets generally, SPACs have cooled faster than that Diet Coke sitting in my deep freeze upstairs in my garage, hopefully without exploding. Well, as you can imagine, the proposed rules Catherine mentioned certainly haven't breathed new life into last year's SPAC extravaganza. So with that in mind, let's get to Mike Coke.
Catherine: Well, Mike, thanks for coming back on the show. A lot has changed in the last several months since you were last on the podcast to talk about SPACs in episode three of this season. Tell us a little bit about what you're seeing.
Mike Coke: Absolutely. Thanks, Catherine. Good to be here again and talk about always exciting times. We've really seen sort of a market deflation here. And it's a little challenging and shocking. I mean, it's both on the SPAC side and the capital markets side. IPOs have essentially gone down to a trickle. And I think on the SPAC side, deals are still getting done. Some SPACs are going public. But you're seeing a lot of SPACs who filed to go public, and they're withdrawing. You're seeing de-SPAC deals where they're either renegotiating the price and proceeding on that basis so that less value is attributable to the private target. You're seeing deals that have just collapsed. Anecdotally, I know one deal, they couldn't get the vote, which struck me as odd, but the deal fell through. So, I think we're in for some challenging times. And I think investors are generally kind of resetting their valuation expectations. Having said all that, I do believe that there will be a market for SPACs that can coexist with the traditional IPO market. And we always see these trends and downturns, and it'll eventually come back.
Steve: Mike, how does the market look at SPACs as an IPO vehicle today versus maybe how it looked six months ago versus maybe a year ago? I mean, you've commented of course the overall IPO market is down. So it's not a surprise that capital markets generally would be deflated, including SPACs. But what do you think the role is of a SPAC going forward again versus six months or a year ago?
Mike: Yeah. I mean, I think generally, whereas we would have seen six months or a year ago some candidates go out via de-SPAC that maybe could have gone out in a traditional IPO, I suspect that now it's probably a different set of companies that probably couldn't go out under a traditional IPO. And it just feels like there's just a lot of headwinds. In a traditional IPO, you can line up the investors in the underwriting process. In the SPAC process, you really need that PIPE support—the private investment in public equity—that have kind of backstopped a lot of these SPACs, six months, a year ago. And that market has also dried up for all the reasons we're talking about. I also think the SEC has really not been that, shall we say, cooperative with the SPAC, the de-SPAC process, and SEC review time has been greater. There were both the warrant accounting issues, both in the spring and then the fall of 2021. And these have all kind of put some headwinds that have kind of chilled the market a little bit.
Steve: And I guess a follow up question. When you say that a company who couldn't go through a traditional IPO would still be a SPAC candidate, what do you mean when you say they couldn't go? Like the books aren't ready or? I mean, I don't want to assume anything, but wondering.
Mike: Yeah. No. What I'm really talking about, I think the market data out there shows that mostly the de-SPACs are probably smaller and maybe earlier in the stage, you know, maybe more pre-revenue companies. Like for instance, in the tech and biotech industries where I primarily work, you couldn't take a pre-revenue tech company out via traditional IPO. It just wasn't really possible, but you could in a de-SPAC. And I think the energy sector showed that. The battery and EV sector showed that. And given what's gone on in the market, I think those sectors have kind of dried up as well. So it's kind of about the quality and just the stage of the company.
Catherine: So I know there's some thinking that SPACs might be faster and cheaper than traditional IPOs. But SEC Commissioner Caroline Crenshaw has raised that there's been some research that shows otherwise. What's the right way to think about the differences between the two methods of raising capital?
Mike: Yeah, that's a good question. You know, interestingly, when we would advise our clients who are looking at SPACs, we would usually tell them they could probably shave a month or two off the process. A traditional IPO would take five or six months, and you could probably get out with a de-SPAC and get public in, you know, four months if you're lucky. I think in that intervening time period over the last six and 12 months, some of the factors I've talked about, like the more involved SEC review, just the shape of the market, have really kind of leveled out the time advantage. And then I think the data will probably show and does probably show that on the cost side of the equation, if you're a mid-cap and you go a traditional IPO with a 7% underwriting fee, you pay your lawyers and printers and auditors, etc. And if you compare that to the SPAC, all in, like IPO and then the de-SPAC and you're paying three sets of lawyers, meaning the SPAC lawyers, the private company lawyers, and the PIPE lawyers, you're paying for who knows how many bankers. Did the SPAC hire deal bankers, or are they using their IPO bankers? Did the private company have bankers? Is there a separate banker finding the PIPE investments? Add all that up with the lawyers with all those fees, even though the SPAC IPO fees are probably less, and the SEC pointed to this, they're probably in the 5-5.5% range for the SPAC IPO, but then they defer a portion of that to the time of the closing and they may get paid in equity. Right? Add it all together. You know, I'm not sure that there is a great cost advantage. I think they're probably pretty comparable. It probably depends on all of these factors. And if the SEC proposed rules do pass, I think there's going to be certainly a chipping away at that, including like with things like fairness opinions, which we can talk about in a second.
Steve: So, Mike, let's talk about then that SEC proposal because based on what you were just saying, are SPACs a little bit faster? Yes. Are they less expensive? Probably not. Seems like that's one of the things anyway, that was a stated goal of certain commissioners anyway, was to make a level playing field. Chair Gensler talked a lot about that. Certainly it seems like anyway, from my read that the SEC's proposal for SPACs would certainly go a lot further than doing that. What is your reaction? I mean, what stuck out to you as you looked at the SEC proposal?
Mike: Yeah. Yeah, of course. I think there were some surprising interpretations. There were some that everyone expected and we're probably going to have to live with. And then there was a handful of helpful things that either de-SPACs were already doing or were good ideas or the SEC had effectively already treated these things through the comment process as occurring. So what was the most surprising to me, and these things are surprising because I'm not sure they exactly work and I'm not sure that some of them are really that the SEC really has the legal authority to pass them, and that's just one view, but one of the surprising things is co-registration for the SPAC and the target company on the S-4. If you think about it, I just haven't really seen that regime ever done before. And so it's really interesting where currently in a de-SPAC transaction, if the SPAC's the acquiring company, the SPAC will sign the S-4, that's directors and officers will sign the S-4, and the private company actually doesn't. So the argument is that liability doesn't attach to the private company until closing when everything's done and then you have your new board and management, and then you go off and proceed on that front as a public company. So it probably, I mean, while it's surprising it intuitively makes sense, it's just a little strange and I'm not really sure whether it'll get challenged or not. I know the comment period for the the rule ended and, I glanced through the comments. I noticed that a lot of the accounting firms were looking for clarity on the co-registrant rule. The next one, which was a huge one, was the increased underwriter liability. And it's really about defining deemed underwriters to be a very large group of bankers and others, and we could talk about that in a second. And then the last one, which seemed surprising and it also seemed just random, was, the SEC proposed this investment company safe harbor, and the Investment Company Act says if you're a company that invests in regular securities and you don't have an operating business, then you're subject to all these different rules that typically apply to mutual funds, right. And so for this proposed rule, the SEC said, "Well, we're looking at SPACs who are sitting on a bunch of money usually through a trust, and we're saying, look, in the past we've given them a pass for not being regulated as investment companies, we're going to provide a safe harbor that says as long as they've signed a deal at 18 months, a de-SPAC deal, and closed that de-SPAC deal in 24 months, then we're going to deem them through the safe harbor, not to be an investment company." And, as I've kind of alluded to, the investment company regulations are pretty fulsome and challenging to comply with because there's a whole bunch of different disclosure obligations, etc., and governance obligations. So, you know, I was sort of struck by kind of how arbitrary those rules were as proposed. And the SEC even said, 'look, the stock exchanges require the de-SPAC to basically be done and wrapped up in three years. While we acknowledge that, we're setting these rules at 18 months and 24 months.' And I hope that gets thought over some more and not passed in the proposed form. I really think they should kind of model it to match what the markets actually expect and demand. And it's kind of one of those rules where just by kind of tweaking this other area of the law, the SEC is basically saying, 'well, you know, we're going to force the SPAC industry to go to 24 months.' Those were the most surprising ones to me. I think the expected ones were, getting rid of the projection safe harbor. Everyone knew that was coming. That's been a constant drumbeat of a lot of commentators, including the SEC. The requirement for the fairness opinion, also controversial, but probably not that surprising that they put it in there.
Catherine: Can you go over what that is, the fairness opinion?
Mike: Sure, so basically, the SEC has said in the context of a de-SPAC transaction, they're going to require the de-SPAC, the board of the SPAC, to actually state whether the transaction is fair to the SPAC public shareholders. And they've borrowed that concept from basically the going private rules when somebody, you know, is acquiring a public company like, oh, I don't know, there's a big one in the news like Elon Musk and Twitter, right? So in that case, you hire bankers, they give you a fairness opinion, and your board then says, we believe this is a fair deal to the stockholders. Because of the structure of how SPACs are done, that actually wasn't a requirement. Actually the market that the SEC looked at, they saw that only about 15% of de-SPACs actually got a fairness opinion. So the new rule, I think, again, controversial. I noticed a number of commentators were picking away at that fairness opinion rule. But going back to our question of how will the timing be impacted? Well, if that rule stands and fairness opinions or a fairness recommendation is required by the board, you can bet that the boards are going to be paying for those fairness opinions. They will want that protection from a liability standpoint. And that adds essentially hundreds of thousands, if not millions of dollars to the process and the time and all that stuff. Again, it's not a prohibitive thing to do. It's just more expensive and more effort. Another area that I think we were all expecting is just the sponsor conflicts of interest disclosure and rules around there. We've been seeing those comments already from SEC comments. So that wasn't a big surprise. And then I think there was a number of helpful and probably less controversial parts of the proposal. I think, where they really took a pen to the financial statement obligations and kind of tried to line them up with IPOs was helpful. We've often sort of scratched our heads when we're trying to make sure we have the right financial statements. So that was good. And there were a number of other disclosure items like on dilution and stuff like that, the SEC's already been requiring in their comment process, and so they weren't very surprising. Having said that, the miens of the comments were interesting though, like the SEC has shoved so much stuff on to the cover page of the de-SPAC. I don't know how it's all going to fit and I don't know that that's the best approach to it. And the SEC even acknowledged that in their comments.
Steve: Well, there's much more to talk about with the SEC's proposed rules for SPACs. But first, let's take a quick break.
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Catherine: I want to take Mike up on his offer to talk more about what the SEC has proposed around underwriters. But first, Steve, describe what an underwriter does.
Steve: Sure thing. In a traditional IPO, companies typically hire investment bankers who serve as underwriters to facilitate the sale of stock as the company goes public. Underwriters bear some liability if the IPO goes horribly wrong. So they do their due diligence, which signals that the company could be worth investing in. All right. With that in mind, let's get back to Mike to hear more about underwriters, SPACs, and the SEC.
Mike: In a SPAC transaction, the SPAC IPO does in fact have traditional SPAC IPO underwriters who have the same liability. But when you get to the de-SPAC transaction, and again trying to avoid a lot of the legalese, but there's not actually a distribution of securities. And there's not actually an underwriter sitting in that position. It's a merger transaction, right. So, you have the public SPAC holders merging with a private company, and they're keeping their same securities, unless they redeem. And then you have the private investors getting stock in the combined company through a merger transaction. But you don't actually have an underwriter sitting in the middle of that process. So long background. But essentially what the SEC proposed rule has done is it's basically said we're going to take a very expansive view of what it is to be a deemed underwriter who faces liability in this whole SPAC process. And we're going to basically treat anybody who participated or facilitated the de-SPAC transaction in one of these financial roles to be a deemed underwriter. So it's creating this whole brand new liability regime. And what's controversial about it is they're saying for the IPO bankers, IPO SPAC bankers, if they had any role in the de-SPAC, they're going to share in the liability for the whole transaction. For the potentially, and again, the rules are a little bit unclear, but potentially for the bankers who are advising both the company, the private company and the SPAC, if it's a different bank, they're involved in facilitating so we're going to say they're deemed underwriters. If there's a placement agent who's bringing in the PIPE money from the private investors, they potentially would take the same liability for deemed underwriter. And that's not a position that's traditionally been taken. And then lastly, I've seen several people interpret the rule to say that also possibly the PIPE investors themselves and even the bank that's providing the fairness opinion, which sometimes is the advisory bank sometimes is not, they might also bear this deemed underwriter. So essentially it's wrapping the whole transaction into a public distribution of securities. And any bank that touches it is now a deemed underwriter. To me, and I noticed some in the comment letters, this is a big overreach. This is a big expansion of how the law works. And even if the SEC does pass it in the proposed form, I suspect we'll be seeing some legal challenges as it's kind of a game changer.
Catherine: How much due diligence are any of those parties doing today?
Mike: So the banks themselves some of them are. Anecdotally, I would assume some are not. Usually, though, because it's a merger transaction, the SPAC itself is doing heavy due diligence into the private company. You know, the private company doesn't have to do as much diligence, right, because the SPAC is basically pooled money. So there is due diligence being done. And, you know, a lot of the disclosure is basically coming from that due diligence, and the disclosure, even whether it's a proxy statement or an S-4, there is a lot of disclosure about the private target. I would say it's almost as much disclosure as you would see in an S-1 for an IPO if that private target did a traditional IPO. So I think the due diligence getting done. I would just say some of those banks I'm talking about aren't doing the level of due diligence that they would do if had they been hired as underwriters in a traditional IPO. The other point I'll make is as you probably have all seen, there have been press reports that at least, I won't name them, but at least four of the big bulge bracket banks have basically said given these new rules, we're going to back away from SPAC transactions and not pursue them. So that liability concern is pretty big to them. And they're just saying, 'Yeah, we're not going to play by these rules if this is how the rules are going to be passed.'
Steve: Well, yeah, it sounds like that liability is going to attach to anybody who even remotely touches the deal at this point. I mean, that would seem pretty toxic to me in terms of my willingness to participate, even in a small way.
Mike: Yeah, but even having said that, I think there'll be participants. This market will continue and it'll adjust and it'll probably - these deals will get more expensive, but there'll be people who will and banks who will play in the space. So.
Steve: Mike, one of the other things that you brought up that I wanted to talk about just briefly was the changes to the safe harbor provisions. I'm going to summarize here for our audience, but basically a safe harbor in theory with an SEC filing allows you to say something and as long as you did it in good faith, you may be shielded or protected from some kind of liability to those statements. And again, you can keep me honest here, but as I understand, previously, a SPAC could provide projections about what they expected the de-SPAC, the merger, to do. And that was subject to some safe harbor provisions, giving them a little bit of protection. But in a traditional IPO, of course, you rarely ever, ever share projections because there's no safe harbor. You could open up to a lot of liability if you have this pie in the sky rosy projection that didn't play out. I'm wondering, can you talk a little bit more about the changes that the SEC made in the proposal with respect to safe harbor? Because I think that's one that also felt like a really, really big change, not unsurprisingly, but a really big change.
Mike: Yeah, yeah, sure it is. And I think you summarize it well. You know, traditionally in M&A deals, when they're doing the disclosure documents for M&A deals, they've enjoyed this safe harbor under this old, not old law, but 1995 law called the Private Securities Litigation Reform Act, which was essentially meant to say, if you have reasonable basis for your projections, then, we'll say that you do get that protection from any lawsuits that come. And so because that applied to M&A deals and often projections were a part of what the board considered in many M&A deals and those projections ended up being a very important part of the fairness opinion as well, because we're saying, you know, in a going private deal, we're saying, "Okay, the board looked at these projections. Here investors, we're going to tell you what those projections were." That all worked nicely, and it was a well-worn path. Well, because the de-SPAC transactions were M&A deals, they got the benefit of that same safe harbor. And as you've noted, the SEC is proposing taking it away. By statute, IPOs never had the safe harbor. So the SEC has said 'We're going to level the playing field here and leave it at that.' I think that even though they're going to take it away, I think there's going to be a part of the projections that survive, because you still are going to need to say what the board actually considered. And then we're going to have a disparity between de-SPAC M&A deals and regular M&A deals or going private M&A deals. But, you know, essentially, it was a very surgical move that the SEC said 'We're going to just change the definition so that de-SPACs don't get the benefit of this rule." And there's going to be a lot of liability there. And even with the safe harbor, we've seen plenty of SEC enforcement actions and class actions against deals, and a lot of deals from a year ago or so, read the press, right? There are cases where there were just projections that one could say just were not reasonable, with the benefit of hindsight. So, I just don't know that the change was really needed. But I have a feeling they're going to stick to that change. I don't see any way of moving off of it.
Catherine: Also, if we go back to something you had mentioned earlier, you're saying that if the SEC proposal is adopted as written, that it could add millions of dollars to the process of going public via a SPAC merger. Who ends up paying for that?
Catherine: I was afraid you might say that.
Mike: Yeah. I mean, the reality is, when you get to a closing of a de-SPAC deal, the combined entity is going to pay all the lawyers, all the bankers for both sides of the SPAC and the de-SPAC, sometimes they'll pay a portion of the PIPE. But now, there's been a great variety in deals. Like I said, the SEC quoted a number. There's only been 15% of deals that had fairness opinions. Well, with the rule change, if it passes, well, we'll probably see probably 85%, right. It'll be flipped. So there's extra money. You know, when you hire a banker, they'll charge you one fee to be an advisor on the M&A deal. They'll charge you a different fee, an additional fee to give you a fairness opinion. So I think we're going to see changes there. The liability, if banks are exiting, then, you know, there's less competition and maybe the banks who remain and do these deals are going to ask to get paid more because of the extra liability. I certainly would if I were them, right. I don't think this levels the playing field. I think it's tilting it to make SPACs even less attractive, which, one can speculate, but maybe that's what the SEC is trying to achieve here.
Steve: Sounds like, Mike, the only one coming out ahead on these things are the attorneys. I don't know. Maybe I'm just reading between the lines here.
Mike: And the plaintiffs' attorneys, not just the deal attorneys! The plaintiffs.
Steve: It actually brings us back to what we were originally talking about at the very beginning, which was where do SPACs kind of settle into as far as the role that they play going forward? And for all of the things that you laid out, again, what I'm hearing is, boy, if this SEC proposal gets adopted based on that and a few other kind of things going on, you've got to be I don't want to say desperate, because that's not I think the word that we're trying to convey, but, hey, it's got to be a really important method for you to want to go out via a SPAC if you can't handle a traditional IPO as opposed to, hey, this is going to be a quick, simple, easy, ready, fire, aim kind of a thing or whatever as maybe how it was a couple of years ago.
Mike: Yeah, I think that's right, Steve. And you know, one market observation as the SPAC market got so frothy, there were a lot of private companies that, to an earlier point you alluded to, that really weren't ready to be public. And when we start working with one of our private companies that's doing well and kind of on a good growth pattern, a lot of times they'll plan out, OK, we're trying to go public in a year. Let's start putting in the processes and the internal controls and get our audits done or whatever. And during the SPAC boom, companies were approached by a SPAC because there were so many out there, and they're like, OK, let's go public. And they hadn't really done the homework. We probably talked about that at the last session. So it kind of made for a situation that led to maybe a lot of these points that the SEC is harping on and other participants. But having said all that, if the market for the SPAC buyers is there and it's sort of a different market and still looks at maybe smaller companies or less developed companies, there still may be a path there. As long as there's money, I think deals will get done. I just don't think it's going to be the size that we've seen today. And it would be really interesting if we didn't have this market downturn, which I know we all wish we didn't have this market downturn. It'd kind of be an interesting thing to see whether, if you take out the overall market and just looked at these changes and isolate it, whether we would still be seeing the same slowdown. I assume we would, just not at such an accelerated pace.
Steve: Hey, Catherine, looking at the clock here, do we want to go to the closing question?
Catherine: This might be hard to think of one, but now that the SEC is looking at rules for SPACs, is there a rule in your everyday life that you think is worth revisiting or that you wish were enforced more regularly?
Mike: In my everyday life?
Mike: As it pertains to me?
Steve: I tell you what, Mike, since I know Catherine's going to ask me anyway, I will go first. And that may buy you a few moments to think up an answer here. So I thought about this one for a bit, Catherine, and I realized I used to be really, really good at every single day, or if I was really, really on top of it the night before, I would take maybe 10 minutes and I would just plan out my day. It wasn't just, hey, whatever. I saw my calendar, you know, primarily for work, and I would just kind of slog through it. But I was very intentional. I have definitely gotten away from that. That was kind of a rule that I would sort of live by and maybe I've gotten lazy in my old age, but that is something that I feel like I ought to revisit because I was much more productive, I felt like when I was doing that. And productive for good things like, hey, I'd like to go for a bike ride or you know, I want to go for a walk or go to the park with the kids or something. I was a little more successful at working those things in when I was actually giving it some thought.
Catherine: Was drinking a Diet Coke an explicit thing on your calendar every day?
Steve: No, that's generally continuous. Once I drink my water in the morning and I have lunch, it's almost an I.V. approach, really, but that skips the taste. And so, you know, naturally, I couldn't do an I.V., obviously.
Steve: Mike, did that buy enough time?
Mike: Sort of. So a rule. I would say just sort of good old, be good to yourself. I need to do that more. Obviously, I spent a lot of hours working and managing the kids and the dog and all those other things. And just remembering to take some time to, you know, take some time in the day to breathe and breathe it all in and be better to myself.
Steve: That's good advice, Mike. Catherine, we're not going to let you off the hook without an answer to this question.
Catherine: It's summer travel season. So I think a rule that I wish were enforced more regularly is the one where they tell you to put your big or your little carry ons under your seat and leave some space up above for the big carry ons. It seems like everyone tries to jam everything up there. Their big suitcases, their pool floaties, and there's no room for the people who have to board the plane later to put stuff up there.
Steve: It's true. That's very true, especially for one who's habitually late to flights like this guy.
Mike: Yeah. When I was coming home from Chicago, they made me check my carry on. It was at the gate. It was annoying because I was too far back in the plane.
Steve: And, you know, anymore when they do that, you're actually going to have to go to baggage claim, right? They used to just take them off the plane and they'd be right there in the jetway. But yeah, you got to go through the whole baggage claim thing.
Catherine: Well, I think it's time for us to pack our bags right out of this episode. Big thanks to Mike Coke of Wilson Sonsini for talking to us about SPACs.
Steve: And big thanks to you, dear listener, for surfing along with us. I'm Steve Soter. That was Catherine Tsai. And this has been Off the Books presented by Workiva. Please subscribe. Leave a review or tell your buddies if you like the show, and feel free to drop us a line at email@example.com to tell us what you'd like to hear us discuss on upcoming episodes. Surf's up, and we'll see you on the next wave.