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Security design for a non-standard IPO: The case of SPACs

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  • Chatterjee, Sris
  • Chidambaran, N.K.
  • Goswami, Gautam

Abstract

A Special Purpose Acquisition Company (SPAC) is a public entity set up by a founder for the specific purpose of acquiring another firm, typically a private firm. The acquired firm is publicly traded after the acquisition, and the acquisition in effect represents a non-standard approach for the private firm to go public. In this paper, we develop a theoretical framework to explain several unique features of the SPAC design such as the prevalence of unit offerings and the use of equity and warrants in the founder's contract. The founder in our model undertakes costly effort to learn about the characteristics of the acquisition target and delivers a good quality firm to the SPAC shareholders. We show that the warrants play a unique role in limiting the level of risk of firms that the founder selects for acquisition. We also show that the equity grant given to the SPAC founder pre-commits the SPAC shareholders and firms to a pre-determined level of underpricing for the non-standard SPAC IPO process.

Suggested Citation

  • Chatterjee, Sris & Chidambaran, N.K. & Goswami, Gautam, 2016. "Security design for a non-standard IPO: The case of SPACs," Journal of International Money and Finance, Elsevier, vol. 69(C), pages 151-178.
    • Handle: RePEc:eee:jimfin:v:69:y:2016:i:c:p:151-178
    DOI: 10.1016/j.jimonfin.2016.07.005
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    1. Chemmanur, Thomas J. & Fulghieri, Paolo, 1997. "Why Include Warrants in New Equity Issues? A Theory of Unit IPOs," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 32(1), pages 1-24, March.
    2. Michelle Lowry & Micah S. Officer & G. William Schwert, 2010. "The Variability of IPO Initial Returns," Journal of Finance, American Finance Association, vol. 65(2), pages 425-465, April.
    3. Ulf Axelson & Per Strömberg & Michael S. Weisbach, 2009. "Why Are Buyouts Levered? The Financial Structure of Private Equity Funds," Journal of Finance, American Finance Association, vol. 64(4), pages 1549-1582, August.
    4. Carter, Richard B & Manaster, Steven, 1990. "Initial Public Offerings and Underwriter Reputation," Journal of Finance, American Finance Association, vol. 45(4), pages 1045-1067, September.
    5. Douglas W. Diamond, 1984. "Financial Intermediation and Delegated Monitoring," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 51(3), pages 393-414.
    6. Robert Berger, 2008. "SPACs: An Alternative Wav to Access the Public Markets," Journal of Applied Corporate Finance, Morgan Stanley, vol. 20(3), pages 68-75, June.
    7. Holmstrom, Bengt & Milgrom, Paul, 1987. "Aggregation and Linearity in the Provision of Intertemporal Incentives," Econometrica, Econometric Society, vol. 55(2), pages 303-328, March.
    8. Beatty, Randolph P. & Ritter, Jay R., 1986. "Investment banking, reputation, and the underpricing of initial public offerings," Journal of Financial Economics, Elsevier, vol. 15(1-2), pages 213-232.
    9. Benveniste, Lawrence M. & Spindt, Paul A., 1989. "How investment bankers determine the offer price and allocation of new issues," Journal of Financial Economics, Elsevier, vol. 24(2), pages 343-361.
    10. Rock, Kevin, 1986. "Why new issues are underpriced," Journal of Financial Economics, Elsevier, vol. 15(1-2), pages 187-212.
    11. Bengt Holmstrom, 1979. "Moral Hazard and Observability," Bell Journal of Economics, The RAND Corporation, vol. 10(1), pages 74-91, Spring.
    12. Schultz, Paul, 1993. "Unit initial public offerings *1: A form of staged financing," Journal of Financial Economics, Elsevier, vol. 34(2), pages 199-229, October.
    13. Booth, James R. & Smith, Richard II, 1986. "Capital raising, underwriting and the certification hypothesis," Journal of Financial Economics, Elsevier, vol. 15(1-2), pages 261-281.
    14. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    15. HOLMSTROM, Bengt, 1979. "Moral hazard and observability," LIDAM Reprints CORE 379, Université catholique de Louvain, Center for Operations Research and Econometrics (CORE).
    16. Michaely, Roni & Shaw, Wayne H, 1994. "The Pricing of Initial Public Offerings: Tests of Adverse-Selection and Signaling Theories," Review of Financial Studies, Society for Financial Studies, vol. 7(2), pages 279-319.
    17. Floros, Ioannis V. & Sapp, Travis R.A., 2011. "Shell games: On the value of shell companies," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 850-867, September.
    18. Titman, Sheridan & Trueman, Brett, 1986. "Information quality and the valuation of new issues," Journal of Accounting and Economics, Elsevier, vol. 8(2), pages 159-172, June.
    19. Sanjiv Ranjan Das & Rangarajan K. Sundaram, 2002. "Fee Speech: Signaling, Risk-Sharing, and the Impact of Fee Structures on Investor Welfare," Review of Financial Studies, Society for Financial Studies, vol. 15(5), pages 1465-1497.
    20. Chiesa, Gabriella, 1992. "Debt and warrants: Agency problems and mechanism design," Journal of Financial Intermediation, Elsevier, vol. 2(3), pages 237-254, September.
    21. Canice Prendergast, 2002. "The Tenuous Trade-off between Risk and Incentives," Journal of Political Economy, University of Chicago Press, vol. 110(5), pages 1071-1102, October.
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    1. Akdoğu, Evrim & Simsir, Serif Aziz & Meriç Yılmaz, Merve, 2022. "SPACs and the regulation gap: The effect of first SEC intervention on share and warrant returns," Finance Research Letters, Elsevier, vol. 50(C).

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