04 March 2021
The SPAC surge continues unabated, with 10 new ones formed since Wednesday morning. And that's OK.
Between the lines: There are growing concerns that retail investors are about to get rolled, with smart sponsors taking advantage of dumb money.
- To be sure, many of these deals will fail. SPACs are pulling venture capital forward, and venture capital is inherently speculative.
- And regulators should watch closely for conflicts of interest, including if SPAC sponsors are having pre-IPO conversations with potential targets (which is not allowed).
Reasons for (relative) calm: Unlike traditional venture capital or equities investing, though, SPACs have numerous guardrails.
- Some of them are structural. Redemption rights, IPO proceeds held in escrow via T-bills and the ability for unit-holders to rebuff a merger.
- There also is pricing pressure from the small number of institutional investors that have come to dominate the PIPE market. For example, it's not uncommon for a SPAC to win a bake-off by offering the highest price, only to renegotiate down after the letter of intent is signed. Not because the SPAC sponsor thinks it over-bid, but because the big PIPE players do.
- "Target companies hate when this happens, but they're in an exclusivity period once they've signed the LOI, so their only option is to negotiate or wait a while and start the whole thing over," a SPAC banker explains.
Normal market forces are also at work. For example, the SPAC buying Dyal Capital is now just trading at 4 cents above the offering price, reflecting concerns about if the deal can get done amidst the litigation. And, of course, there are short-sellers trumpeting their skepticism, like Muddy Waters yesterday unloading on SPAC'd XL Fleet.
The bottom line: It does feel like there's a SPAC bubble. But, as investing bubbles go, SPACs may be among the most benign.
Transcripts show George Floyd told police "I can't breathe" over 20 times
Section2Newly released transcripts of bodycam footage from the Minneapolis Police Department show that George Floyd told officers he could not breathe more than 20 times in the moments leading up to his death.
Why it matters: Floyd's killing sparked a national wave of Black Lives Matter protests and an ongoing reckoning over systemic racism in the United States. The transcripts "offer one the most thorough and dramatic accounts" before Floyd's death, The New York Times writes.
The state of play: The transcripts were released as former officer Thomas Lane seeks to have the charges that he aided in Floyd's death thrown out in court, per the Times. He is one of four officers who have been charged.
- The filings also include a 60-page transcript of an interview with Lane. He said he "felt maybe that something was going on" when asked if he believed that Floyd was having a medical emergency at the time.
What the transcripts say:
- Floyd told the officers he was claustrophobic as they tried to get him into the squad car.
- The transcripts also show Floyd saying, "Momma, I love you. Tell my kids I love them. I'm dead."
- Former officer Derek Chauvin, who had his knee on Floyd's neck for over eight minutes, told Floyd, "Then stop talking, stop yelling, it takes a heck of a lot of oxygen to talk."
Read the transcripts via DocumentCloud.