Global banks flee the monster Spac market they helped create

New guidelines from the Securities and Exchange Commission have sucked air out of the Spac balloon. PHOTO: REUTERS

NEW YORK (BLOOMBERG) - Just a few years after banks helped create a gargantuan market for blank-cheque companies, they are pulling away from the deals, afraid of the risks.

Goldman Sachs is ending its involvement with most of the special purpose acquisition companies (Spacs) it took public and pausing new Spac issuance in the United States, Bloomberg reported on Monday (May 9). Bank of America scaled back work with some Spacs and could retreat further as it evaluated its policies surrounding the deals, people familiar with the matter said.

Their pullback follows an intense boom in the vehicles over the past couple of years, as financiers, politicians and celebrities piled into the deals that list on public stock exchanges to raise money so they can buy other companies. But new guidelines from the Securities and Exchange Commission have sucked air out of the balloon, which was already rapidly deflating thanks to souring markets, jittery regulators and dwindling returns for the deals.

The banks' recent concerns centre around liability risks stemming from the new rules, which are aimed at tightening oversight on a market after it set back-to-back yearly records. The proposals would require Spacs to disclose more information about potential conflicts of interest and make it easier for investors to sue over false projections.

They also would require underwriters of a blank-cheque offering to also be underwriters of the Spac's subsequent purchase of a target firm, known as the de-Spac. That expansion of underwriter liability poses a greater risk for investment banks, prominent law firms have cautioned.

So far, it has put the brakes on for Wall Street's biggest banks, with others expected to follow. Citigroup has paused initial public offerings (IPOs) of new US Spacs until it gets more clarity on the potential legal risks posed by the guidelines, Bloomberg reported last month.

Goldman Sachs is retreating because of the proposed rules, though it may elect to continue the advisory work with a small number of Spac clients in rare cases. Bank of America, which is also continuing selective work with some deals, has ended its relationships with some Spacs and been in discussions with clients on navigating the current environment, Bloomberg reported.

Together, Bank of America, Citigroup and Goldman Sachs had accounted for more than 27 per cent of US Spac deals since the start of last year, overseeing about US$47 billion (S$65.4 billion) of the transactions, according to data compiled by Bloomberg.

A Spac works with its adviser even after going public to complete its merger with a target firm, known as the de-Spac transaction. If it fails to complete that deal, it is forced to return capital to investors.

The recent retreat is likely to anger clients who have stepped up capital to get their Spacs off the ground and are still seeking takeover targets to compete their mergers. It is unusual for a bank to withdraw from an active blank-cheque firm because it typically works on the de-Spac as well. The move risks leaving the sponsor of the Spac - its client - in the lurch and unhappy.

The sentiment also weighed on shares, with the De-Spac Index - which tracks 25 companies that have gone public through a merger with a Spac - plunging 10.4 per cent on Monday. US-listed Spacs raised US$679.3 million via IPOs in April, 89 per cent less than the monthly average of US$5.95 billion in the last year, Bloomberg data shows.

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