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Units Most prices are represented in U. Some SPACs go public with a target industry in mind while others do not have preset criteria. The Industrial Finance, Logistics and Development segment deals with asset management, infrastructure financing, corporate financing, and leasing. All common share stockholders of the SPAC are granted voting rights at a shareholder meeting to approve or reject the proposed business combination.
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The management team members of the SPAC will typically take seats on the board of directors and continue to add value to the firm as advisors or liaisons to the company's investors. Full disclosure of the SPAC structure, target industries or geographic regions, management team biographies, share ownership, potential conflicts of interest and risk factors are standard topics included in the S-1 registration statement.
It is believed that the SEC has studied SPACs to determine whether they require special regulations to ensure that these vehicles are not abused like blind pool trusts and blank-check corporations have been over the years. Many believe that SPACs do have corporate governance mechanisms in place to protect shareholders. SPACs listed on the American Stock Exchange are required to be Sarbanes-Oxley compliant at the time of the offering including such mandatory requirements as a majority of the board of directors being independent and audit and compensation committees.
Compared to private equity funds that provide investors access to special situations or geographies that they would otherwise not be able to access:. PE funds invest capital in private companies with no assurance of eventual liquidity through a sale or IPO of their securities. Since the exit event is 4—5 years away, PE funds are exposed to significant market risk for liquidity. They are also exposed to currency depreciation over lengthy periods of time. PE funds draw capital as needed while requiring their Limited Partners to commit to a fixed investment amount over a year period.
During this period, the onus of managing the capital is on the Limited Partner. As a result, unless the Limited Partner can effectively manage the committed but un-deployed capital the IRR of their investment can vary.
In comparison, SPACs escrow the committed capital instead of calling it as needed. Management fees are also payable after the life of the fund if there are unexited holdings on the assets still invested. In comparison, SPAC management teams are paid no cash compensation. These shares are locked up for 12 months after the first transaction to ensure that the SPAC Management Team is focused on long-term value creation.
PE funds can pursue transactions as per the discretion of the Investment Committee. The PE Funds investors cannot choose to ignore a capital call if they are not interested in a particular investment.
The LP interests in a PE fund are not liquid, there is no ready market for them and they tend to be typically valued at a discount to par given the initial "J-curve" of the IRR curve. The composition of the PE team is subject to diligence by the LPs.
While there are key man provisions relating to change of certain personnel, the PE fund is free to change investment personnel without consent of the LPs. SPAC investors hold liquid securities. They can sell their shares if they are not interested in exposure to the acquired entity. The SPAC management team undergoes scrutiny as part of the IPO process with disclosures around their career history and any criminal or civil legal issues.
They are also subject to information disclosure obligations as per applicable Exchange regulations. There is also potential for delay and expense attributable to the public shareholders' special rights and the costs of functioning as a registered public company. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein.
Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, the impact of competitive services and pricing and general economic risks, estimated, expected, intended or projected. In each instance, forward-looking information should be considered in light of these uncertainties.
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