Saturday, October 22, 2022

Axios Pro Rata: ↩️ SPAC U-turn

Plus: Some signs of life | Saturday, October 22, 2022
 
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Presented By RBC Capital Markets
 
Axios Pro Rata
By Kia Kokalitcheva · Oct 22, 2022

Happy Saturday! Hope you're enjoying the weekend.

  • We're taking a look at SPACs this time, including the U-turn from some venture capitalists who jumped into them a couple of years ago.
  • 🙏 Reminder: Feel free to send me tips or comments by replying to this email or on Twitter @imkialikethecar.

Today's Smart Brevity™ count is 689 words, a 2½ -minute read.

 
 
1 big thing: Not so SPAC-tacular anymore
Illustration of a u-turn sign with money and geometric shapes around it

Illustration: Natalie Peeples/Axios

 

When the special purpose acquisition corporation (SPAC) boom was in full swing, a number of VCs jumped in by sponsoring their own. Now, several have withdrawn from the market.

Why it matters: Turns out, SPACs aren't everything to everyone.

Flashback: By the summer of 2020, investors of all stripes were rushing into the growing SPAC market, forming and sponsoring their own vehicles in the hopes of adding one more investment to their arsenal. At least, that's how many explained it at the time.

  • That included more than a dozen venture firms such as Khosla Ventures, FirstMark Capital, Highland Capital Partners, Dragoneer Investment Group, Tribe Capital, Lerer Hippeau, Greycroft, Foundry Group, Ribbit Capital and Lux Capital.

State of play: The broader market downturn has also affected SPACs, so at least a handful of firms have made a U-turn. These include:

  • Tribe Capital, which exited as a co-sponsor of its first vehicle in June, and a month earlier pulled the IPO registration of its second.
  • Ribbit Capital and Vy Capital recently liquidated their SPACs.
  • FirstMark Capital, whose first SPAC completed its merger with internet provider Starry earlier this year, has pulled the other two vehicles before their IPOs. Similarly, Khosla Ventures, which merged one of its SPACs with Nextdoor, has pulled the registration of its pre-IPO vehicle (it still has one searching for a merger target).

What they're saying: "The great irony is that the market that finally allows attractively priced investments opportunities is also the same market that leads the tolerant investor to go to the sidelines," a general partner of a VC firm that pulled its SPACs tells Axios.

Between the lines: The SPAC market no longer provides the VC-like perks that made it attractive, such as:

  • High-quality, long-term investors who would hold the stock instead of quickly trading it for a marginal profit.
  • A pool of good companies that are ready to be publicly traded.

Yes, but: Other VCs were able to time the market better, get deals done and reap the returns of being a SPAC sponsor.

  • Dragoneer was able to complete two of its SPACs and hasn't liquidated its third.
  • Altimeter combined one of its vehicles with Southeast Asian transportation company Grab, and still has one looking for a merger target.
  • Reinvent Capital — a joint venture between Reid Hoffman and Mark Pincus — closed three mergers, with another SPAC still searching for a target.

The bottom line: Timing is everything.

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2. Yes but: Deals are still being announced...
Data: SPAC Research; Chart: Nicki Camberg/Axios

While the S-1 filings for new SPACs have significantly slowed down, deals continue to be announced, even in small numbers.

Why it matters: With the IPO window pretty shut (even Instacart just pulled its plans to go public this year), this is surprising.

By the numbers (live deals announced that month, per SPAC Research):

  • October (so far): 20
  • September: 20
  • August: 17
  • July: 10
  • June: 8

Between the lines: Many of those vehicles appear to be coming up on their deadlines to merge with a company, so it's not that surprising to see this.

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3. ... and mergers are closing
Data: SPAC Research; Chart: Nicki Camberg/Axios

While 2022's numbers are well below last year's eye-popping 199 closed SPAC mergers, deals are still happening, per SPAC Research data.

Why it matters: Most VCs may have retreated from the market, but sponsors are still out there closing deals.

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A message from RBC Capital Markets

How will increasing antitrust scrutiny impact M&A?
 
 

Increasing antitrust scrutiny is extending M&A deal timelines and heightening the need to focus on certainty of closure.

How is Big Tech responding to evolving antitrust regulations? Get the latest insights from RBC's expert bankers on M&A Inflection Points, a limited series podcast.

 
 
📚 Due Diligence
  • VC fund investors not raising alarms over SPAC trend (Axios)
  • SPAC liquidations top $12 billion this year as sponsors grapple with tough market, new buyback tax (CNBC)
  • SPAC sponsors were winners even on losers (WSJ)
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🧩 Trivia

Many of us first learned about SPACs a couple of years before the pandemic's boom began, when a well-known Silicon Valley VC filed documents to form one.

  • Question: Who is that VC? Hint: Axios will bring you a live interview on Wednesday with him, at our inaugural BFD event in NYC. (Answer at the bottom.)
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🧮 Final Numbers
Data: SPAC Research; Chart: Tory Lysik/Axios
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A message from RBC Capital Markets

Will volatility in equity markets drive M&A?
 
 

Can market volatility be capitalized? What major factors are impacting deal flow?

Learn the opportunities and challenges ahead for the M&A market with insights from RBC's expert bankers on M&A Inflection Points, a limited series podcast.

Start listening.

 

🙏 Thanks for reading! And to Javier E. David for editing and Amy Stern for copy editing. See you on Monday for Pro Rata's weekday programming, and please ask your friends, colleagues and 2022 vintage fund managers to sign up.

Trivia: Chamath Palihapitiya (who also pulled his most recent tech-focused SPACs). Tune in on Wednesday to watch our interview with him!

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