| Not all investors today are running away from
risk amid the financial market turmoil. There's a flood of money
flowing into companies with no earnings or assets to speak of.
So-called ''blank check'' companies, founded by some of Wall
Street's marquee names, are the hottest sector for stock offerings
this year. Major stock exchanges are clamoring to list these investment
shells that use their IPO proceeds to acquire other businesses.
Investing in these companies is a blind bet, whether you're a
big institution or a small shareholder. Their success hinges on
whether management can make deal in a specified time and the company
bought is a solid investment. Some have worked, like the deal
for clothing retailer American Apparel.
But let's not kid ourselves: These companies favor the executives
who are running them.
The risks aren't deterring investors. Of the 19 U.S. IPOs this
year, these special-purpose acquisition companies, or SPACs, account
for 12 of them, raising more than $3.4 billion, according to industry
tracker SPAC Analytics. In 2007, SPACs were almost a quarter of
all IPOs, a dramatic rise from the one public offering for a SPAC
back in 2003.
Behind some of SPACs are big name investors, like activist investor
Nelson Peltz and billionaire Ronald Perelman, who is best known
for owning cosmetics giant Revlon. Major investment banks such
as Citigroup, Credit Suisse and Lehman Brothers are underwriting
the deals.
That's raising the profile of SPACs in the marketplace. It also
helps that they work like private-equity funds for the masses,
giving small investors access to dealmaking that they don't generally
have. SPACs also have been largely spared from the credit crisis
because don't initially need to access debt to finance their acquisitions.
To get into a SPAC, investors purchase the stock at the IPO or
after. Their investments are then earmarked to be used for one
big acquisition that typically must be completed in about 18 to
24 months after the IPO.
Once management picks a target, shareholder approval is required.
If investors vote it down, or if management can't find a suitable
acquisition target, the company is dissolved and investors largely
get their money back.
''Investors are taking a significant risk because they are investing
in a company without any idea of what will be acquired,'' said
Wayne State University assistant professor of law Steven Davidoff.
Thanks to scandals involving SPACs two decades ago _ when executives
defrauded investors, which essentially led to SPACs disappearing
from the marketplace in the early 1990s _ there are better protections
in place for shareholders. Most importantly, shareholders' money
is put in escrow until an acquisition is made or the company dissolved.
But that doesn't mean investors are entitled to get back every
last cent. Companies often deduct the costs for seeking an acquisition
from the pool of investor money.
SPACs also don't have to be transparent. Marathon Acquisition
Corp. last month said that it had picked a target, but declined
to disclose what it was. It also said it could take up to Aug.
30 to close the deal.
Once a deal is done, another question arises: Can management
run the company it bought? Some might not have incentive since
they've already made their big money already: SPAC managers typically
get shares at discounted prices.
Despite the risks, stock exchanges want a piece of this fast-growing,
lucrative pie. The 66 companies that listed last year raised some
$12 billion, according to SPAC Analytics, and the American Stock
Exchange is where most of the action happened. Now Nasdaq Stock
Market and the New York Stock Exchange are seeking permission
from the Securities and Exchange Commission for the ability to
list.
Nasdaq's senior vice president Bob McCooey calls past problems
regarding SPACs ''ancient history'' and notes that the Nasdaq
is trying diminish risk by tightening its listing standards, including
requiring a majority of independent directors to sign off on acquisitions,
too.
It's too soon to tell if most SPACs live up to the current hype.
A few big-name deals have claimed much of the attention in recent
years, but 74 of the 156 that have come to market are still searching
for an acquisition, according to SPAC Analytics. Thirteen have
been liquidated, and the remaining have announced an acquisition
target or have completed an acquisition.
Some investors may be willing to wait things out since SPAC shares
are holding up better than the overall stock market. In the last
six months, they've lost 1.47 percent versus about an 11 percent
decline in the Standard & Poor's 500 index, according to Dealogic.
Source: Associated Press
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