The name said it all. FinTech Acquisition Corp., a $100 million special purpose acquisition company, or SPAC, was created last year by banking executives to acquire a company in the booming financial tech space. And on March 9 it did just that, snagging CardConnect, a Pennsylvania-based payments processor, for $350 million in cash and stock.
It was fintech’s first SPAC deal, prompting the question: will we see more?
“A SPAC is a prism for what’s current, thematic and interesting for investors,” says Doug Ellenoff, founding partner at Ellenoff Grossman & Scholes, a New York law firm that has provided counsel to many SPACs, including FinTech Acquisition Corp.
By that definition, the answer might be yes.
SPACs are “blank check” companies that raise funds through a public offering in order to finance an acquisition or merger. They may target a particular industry—for example, oil and gas, or restaurants—but beyond that, the SPAC sponsors and their investors have no clue as to what the eventual acquisition will be. The idea is that the SPAC management’s experience in a particular field will allow them to identify an attractive acquisition candidate and execute on it.
For that reason, SPACs tend to be created by well known individuals: FinTech Acquisition Corp is led by The Bancorp Inc. founder and financial services pioneer Betsy Cohen and her son (and Bancorp. CEO) Daniel Cohen. Hedge fund investor Bill Ackman has been an active SPAC sponsor. And former VP Dan Quayle and former Notre Dame football coach Lou Holtz were involved in an (ill fated) SPAC in 2007.
Once the SPAC’s IPO is complete, it typically has up to two years to complete an acquisition. If it fails, the SPAC must return investors’ money (which has been held in escrow) and the sponsors lose any risk capital they contributed.
These acquisition vehicles have a long—and checkered—history dating to 1993, when the SEC issued Rule 419 to govern blind pools. SPACs hit a fevered peak in 2007, when 66 SPACs debuted, accounting for more than a fifth of all IPOs.
SPACs can be lucrative—at least for their sponsors, who receive a 20% equity stake in the public entity in return for their trouble. Investors, however, face considerable risk. For one, they are betting on the reputation of the SPAC’s management and its ability to spot and execute a good deal. But the limited timeframe that managers have to do so can lead to acquisitions that are ill considered, rushed through at the last moment, or far afield from the initial target industry.
One notable example is Chardan 2008 China Acquisition Corporation, created, as its name suggests, in August 2008 with the intent of purchasing a Chinese company looking to enter the U.S. market. Instead, in December 2009, with time running out, it acquired a large mortgage foreclosure outfit in Florida. Suffice to say that did not turn out well.
SPAC performance has been less than stellar. There have been 236 such offerings since 2003, according to SPAC Analytics. Of the 130 that completed an acquisition, the median annual return is negative 15 percent. Another 77 were dissolved after not completing an acquisition. (Investors have the opportunity to cash out when the acquisition is announced).
But the industry has matured, experts say. And some successful high-profile SPACs, such as Burger King’s 2012 SPAC-enabled return to the public markets, are rehabilitating the SPAC’s tattered reputation.
Indeed, SPACs have come roaring back in recent months, providing a bright spot in an otherwise lackluster IPO market. There were 20 SPACs last year, a sharp increase from 2014, and they raised a total of almost $4 billion. Already this year, SPACs are responsible for more than half the IPO volume.
Silver Run Acquisition Corp., a SPAC run by Mark Papa, the former head of Enron spinoff EOG Resources, raised $450 million in February in one of the years biggest IPOs. Last week, another energy SPAC, KLR Energy Acquisition, raised $80 million in an IPO.
As Ellenoff notes, SPACs offer a barometer of what’s hot at the moment. Over the years, SPACs have targeted trendy sectors such as homeland security, shipping and energy as well as emerging markets like China and Latin America. There is currently a min-boom in SPACs looking to acquire distressed oil & gas entities (see Silver Run and KLR Energy).
Given the frenzy around fintech—$19 billion was invested globally in fintech companies in 2015, according to a new report—it would seem a natural target.
The challenge, says Ellenoff, is that the dearth of fintech companies that are big enough or mature for SPACs, which typically look for established companies valued at $200 million or more. (And those that are may not want to be acquired). “This is more of a private equity model than venture capital,” he says.
Case in point: CardConnect, the company acquired by the FinTech SPAC, is a decade-old firm with 60,000 merchants on its platform and over $17 billion in credit card transactions processed to date.
Still, the siren song of fintech may prove irresistible. “It makes sense,” says Ellenoff. “I could see over the next six months or so a SPAC buying a crowdfunding platform.”
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