Ep. 137: Demetrios Frangiskatos - SPAC Market and Considerations

Contact Demetrios Frangiskatos: https://www.linkedin.com/in/demetrios-frangiskatos-00290a7/

Demetrios at BDO: https://www.bdo.com/our-people/demetrios-frangiskatos

FULL EPISODE TRANSCRIPT
Mitch (00:06):

Welcome back to Count Me In, IMA's podcast about all things affecting the accounting and finance world. I'm your host Mitch Roshong and this is episode 137 of our series. Today's conversation is between my co-host Adam and the co-leader of BDOs SPAC assurance practice, Demetrios Frangiskatos. The SPAC, Special Purpose Acquisition Company market has long-term implications that cannot be overlooked. Demetrios joins us to explain factors currently driving the market as well as other considerations and risks. To learn more, keep listening as we head over to their conversation now.

Adam (00:48):

Demetrios, thanks so much for coming on the podcast today. To start off our conversation, where's the SPAC market now and what factors have been driving its activity and is it still a viable option to going public today?

Demetrios (01:02):

Thanks for having me, Adam and looking forward to our discussion. Yeah. You know, the SPAC market has been on a roller coaster ride over the last probably 18 months and all of it is sort of been going up just at different speeds and different levels. The market right now is probably a little slower than it has been, you know, earlier on in the year with regards to initial public offerings and raising capital through the pipe market, but there's been no indication from, you know, whether, the bankers,, attorneys sponsors, what we're seeing in the marketplace that it is still a viable option. We're still seeing activity. We're still seeing SPACs raising money. We're still seeing spot sponsors, which include asset managers and strategics and high net worth individuals who have had a lot of success in doing M&A, looking to raise capital. So I don't see it slowing down. I think we were sort of in an unprecedented market at the beginning of the year and that incline had started from the year before, and that might've been a pace that was difficult to continue following. But it still seems like it's going strong and you're still also seeing even the traditional IPO market go strong. So they both seem to be viable, options that are continuing in the marketplace, as well right now.

Adam (02:51):

So back in April of this year, the SEC issued a new guidance regarding, related to warrants that seemed to shake up the market. Can you talk about what happened there and what implications were for sponsors and target companies alike?

Demetrios (03:08):

Yeah, of course. Yeah, that was, that was a bit of a splash in the market with respect to the accounting behind warrants was dealt with in a certain way for a long period time and with the SEC statement it changed the direction of that accounting from what was fairly easy to account for the warrants as equity instruments, to if the warrant instruments had certain clauses they would have to be reclassified as liabilities. And what did that do, that caused, you know, there was at least 400 SPACs out in the market that raised capital, that had to reevaluate it. That was de-SPACs that occurred in the marketplace, where the warrants carried over from the original offering into the new operating company that became public that had, restatements. So it caused quite a bit of noise. And, you know, the timing was interesting because the statement came out in April and then in March, I shouldn't say then, but prior to that in March, we had started seeing a little bit of a slowdown in the market. I think the pipe market was reaching a bit of a capacity point in how much private investment was going to go into these SPACs and the combination of those two really, really put a pause in the marketplace. And it took, it took about, you know, maybe a couple of months for the market to start getting back up and going and enough time for the companies to evaluate what the rules mean with their current equity instruments, you know, attorneys to evaluate the structure, including the bankers. And initially there was a lot of hesitation and what to do, whether to file new SPACs with, you know, the legacy terms and my ability accounting, try to restructure these agreements so that they have equity accounting, and that started shaking itself out and initially we saw mostly filings of you know, saw the restatements on the old, on the existing companies. We started seeing filings of SPACs with, warrant instruments with liability accounting, and now we're starting to see a shift where the sponsors and the bank community and the attorneys are working on instruments that will, get these warrant instruments to equity accounting and you know, we're working through several within our firm as well, so you're starting to see the market evolve and address some of the concerns that the SEC presented in their statement.

Adam (06:06):

Can you maybe touch on the regulatory focus that continues to increase, such as the current chair's Gensler's the statements that he's made?

Demetrios (06:14):

Yeah, no, of course. I think, you know, you're going through changes in the administration right now, because of the presidential change so that's, we'll probably gonna see some shifts in regulatory focus and, you know, the appointments that are being made and coupled with, you know, Gensler's comments, maybe a month, month and a half ago, he was talking generally about the capital markets and there's been an uptick both in traditional IPO's, and that there's an expectation that will continue. But did talk about SPACs, and their sort of their resurgence from, you know, these were vehicles that existed several years ago, or much longer than several years ago, but they just weren't, they weren't being used as often and obviously now the activity is tremendous. And he was, you know, he was focusing on our investors protected appropriately with these SPACs specifically. I think his focus was on retail investors and them getting the appropriate information, that they need both on the initial IPO stage and in the de-SPAC when the target is the operating companies identify and the DSPAC occurs and I think he was cuing that there should be some focus on this and make sure with the volume that's going on that the disclosures and the information flow that's getting to investors is at the right level. And, the second point he raised, which I think has always been something that's been a focus is, just generally speaking the efficiency of the vehicle and whether, you know, is how it compares to traditional IPO. Obviously, the SPAC sponsor is the ones that are raising the capital and are the ones that are looking for the operating company. There's a certain level of dilution and costs that they bring to the table. The SPACs that we're you know, in the current market, maybe several years ago, they didn't have pipes, but now they have pipes which are private investments in public equity. So there's significant capital being raised through that and that they're getting discounted pricing. So the combination of all that is a concern that gets brought up, are the retail investors aware and, are they properly, being, you know, evaluating their decisions with the information for what's going in? So it's clear that there's going to be some heightened focus on SPACs, disclosure, the right level of information for investors, and then ultimately I thi...