SPACs: An Alternative Wav to Access the Public Markets

Lost amidst the news of the real estate crisis, soaring oil prices, undercapitalized banks, and falling stock prices is a trend that has been quietly building in the U.S. capital markets. Instead of doing traditional IPOs, companies are increasingly going public by merging with Special Purpose Acquisition Companies, commonly known as SPACs. SPACs are publicly traded pools of capital formed for the sole purpose of merging with an operating company. Since the beginning of 2007, they have raised nearly $16 billion in U.S. markets, capital that is now being channeled into billion dollar‐plus mergers. Hedge funds, which provide the bulk of this capital, invest in SPACs as a way to create a customized portfolio of securities that provide private equity‐like exposure but also liquidity and the right to vote on the proposed acquisition. Frequently formed by well‐known sponsors such as Thomas Hicks and Nelson Peltz, SPACs now feature prominently in corporate discussions of strategic options. Companies that consider merging with SPACs often face complicated circumstances, require a major recapitalization, operate in a niche sector that lacks an institutional following, or have no obvious strategic buyers. The author describes how SPACs, by means of privately‐negotiated, tailored transactions, provide companies with access to the public markets in ways that a traditional IPO often cannot. The article includes case studies of three companies in unusual circumstances that, instead of doing IPOs, established access to public markets by merging with a SPAC.     

The fast track IPO – Success factors for taking firms public with SPACs

Special Purpose Acquisition Companies (SPACs) are shells initiated with the sole intent of acquiring a single privately held company. SPAC shareholders vote on this acquisition, and in this paper we identify the factors that affect approval probability. Surprisingly, the data indicate more experienced managers and boards do not enhance the probability of deal approval. Similarly, glamor underwriters and larger underwriter syndicates are less likely to be associated with successful SPACs. Further, we find a negative relation between the presence of active investor (hedge funds and private equity funds) shareholdings in a SPAC and approval probability.     

SPAC merger announcement returns and subsequent performance

Special purpose acquisition companies (SPACs) are created to raise capital and then find non-listed operating companies with which to merge. While most of the extant research has focused on SPAC initial public offerings, we study what happens when SPACs announce business combinations. Our analysis of 236 ‘deSPACs’ completed between January 2012 and June 2021 in the United States documents an average short-term announcement return of +7.4% and a 1-year abnormal return of −14.1% (−18.0% over 2 years) for public investors beginning from the merger announcement. Short-term returns decrease with longer times from initial public offering until announcement.     

中国国际海运企业税收问题探析

随着中国对外贸易的持续、快速发展,海运业在中国经济和社会发展中的地位越来越重要。本文通过对中国国际海运企业适用税制以及典型海运企业——中国远洋运输(集团)总公司税收问题的调研分析,在借鉴国际海运税收原则和惯例的基础上,对完善我国国际海运企业的税收政策,提出了一些建议。     

航运金融市场的需求特征及其对上海国际航运中心建设的启示

现代航运业的特点决定了航运业与金融业之间存在密切的联系,而航运金融市场作为航运市场与金融市场相结合的产物也具有独特的特征与发展条件。从航运金融市场的需求特征可以看出,航运金融市场发展的关键在于为金融机构提供一个良好的制度环境,降低金融机构从事航运金融业务的成本,便利金融机构在航运金融产品设计以及风险控制方面满足航运企业的实际需求,这也正是上海推动航运金融市场发展的政策目标。     

Green SPACs

We examine the structural characteristics of special purpose acquisition companies (SPACs) focused on green causes. We explain their ecosystem, primary determinants of initial public offering (IPO) size, and speed of going public, and we calculate their returns around merger announcements and subsequent acquisition. Green SPAC size depends on CEO characteristics, choice of exchange and specialisation of respective stakeholders. The speed to IPO is related to the respective concentration of legal counsel. Green SPACs exhibit cumulative market-adjusted returns in the range 6%–12% around the merger announcement. Merger returns are positive at the merger date but quickly become negative (−1% to −9%) and decline further with time.     

Going public via special purpose acquisition companies: Frogs do not turn into princes

Special purpose acquisition companies (SPACs) are cash shells that try to buy private operating firms to which they confer a public-listing status. Private operating firms tend to use SPACs as an alternative way to get listed, particularly in years with weak IPO activity and volatile markets, such as 2008 and 2009. In these two years, approximately 31% of firms went public through a SPAC acquisition rather than through an IPO. Our results from the analysis of 127 SPAC acquisitions and 1128 IPOs during the wave of “new-generation” SPACs starting in 2003 lend support to the conjecture that particular small and levered firms with low growth opportunities tend to use this vehicle. SPAC acquisitions also may be fueled by the cash-out motives of existing shareholders. Venture capitalists and private equity investors tend to refrain from using SPAC acquisitions as an exit route. Tracking long-term abnormal returns, we find that SPAC firms are associated with severe underperformance in comparison to the market, the industry and (comparable) IPO firms.     

水运业发展与金融资源配置研究——以贵港市为视角

水运业在综合运输体系中具有运能大、占地少、成本低、节能环保等比较优势。本文就贵港市水运业发展现状,通过对金融机构贷款与全市水运业收入及GDP进行计量分析研究,并对金融支持水运业不足的原因进行理论和实践探索,提出促进水运业发展与优化金融资源配置的对策措施。     

抓住时代契机积极推动创新大力发展航运金融

航运金融具有产业关联度高和产业附加值高等特点,上海发展航运金融不仅有利于本地航运相关产业的健康稳定发展,也会促进相关金融业务的拓展。因此,航运金融是连接国际航运中心与国际金融中心的纽带,它对促进上海国际航运中心与国际金融中心建设均具有重要意义。     

我国航运保险业的发展对策研究

航运保险是国际航运中心建设中必不可少的高端航运服务业.本文分析了我国航运保险业发展中存在的问题,提出了加快我国航运保险业发展的若干对策.即积极完善我国航运保险业的相关法律制度、积极加大我国航运保险业的财政投入与税收优惠政策、积极引导我国航运保险产品的均衡发展、积极提升我国航运保险业的核心能力、积极促进我国航运高端服务价值网的形成等.     

世贸绿色机构（WTgreen）的全球绿色海洋项目

海运业很可能成为下一个征收碳关税的行业,对于船舶、航运等企业而言,谁先实施绿色标准,谁就能抢占先机。世贸绿色机构正在启动一项总投资超过200亿美元的全球绿色海洋项目,希望引领未来绿色船舶潮流     

Innovative Practice——Shipping Magnate CY Tung's Road to Success

CY Tung was the pioneer of innovation and the practioner of innovative theories in modern shipping, regardless of his huge oil tanker building, container transport, institutional management or resource integration. Tung, the shipping industry have called the pioneer of innovation, Tung's road to success is a story and history of continuous innovation. In his shipping career, adhering to the innovative concept, multi-use new shipping technology, and management practice, Tung had built a team with the ability to innovate. Tung's group, by integrating its human resources, contacts and production resources ultimately established himself in the highly competitive international shipping market and achieved his legendary of the world shipping tycoon.     

Financing Shipping Companies and Shipping Operations: A Risk‐Management Perspective

Shipping has always been a volatile and cyclical business. The extreme changes in revenues, operating cash flows, and asset values during the recent financial crises have upset the usual means of financing shipping companies. While bank debt will remain important in the future, the new regulatory environment has been forcing shipping banks to shift these risks from their balance sheets to capital markets through instruments such as loan securitization. As a result, the shipping industry will increasingly look to capital markets for external funds. And shipping banks are likely to change from being commercial bank lending institutions to becoming more like investment banks that arrange a variety of financing solutions, including high yield bonds or public equity. Risk management will be central to shipping companies in this new environment. Shipping companies can manage their own risks by modifying operations, employing freight and vessel price derivatives, or adjusting their capital structures. To arrive at the value‐maximizing combination of these three basic methods, they must decide which risks to bear, which to manage internally, and which to transfer to the capital markets. These decisions require shipping financial managers to assess the effect of each risk on firm value, understand how each contributes to total risk, and determine the most cost‐effective way to limit that risk to an acceptable level.     

我国航运产业基金的运行模式研究

本文通过对三种国际典型航运基金,德国KG基金、新加坡信托、伊斯兰基金,运行模式的比较,针对我国航运投资基金的运行模式中的组织机制、融资机制、投资机制、退出机制和监管机制提出了建议。     

运费衍生品创新与上海国际金融航运中心建设

运费衍生品是规避海运运费波动风险的管理工具。由于国内运费衍生品的缺乏,中国企业在2004年以来国际海运运费的剧烈波动中处于被动接受者的不利地位。借鉴国外运费衍生品的发展经验,以创新运费衍生品作为上海国际金融中心和国际航运中心建设的抓手,构建上海运费衍生品的交易、结算和信息平台,推动上海成为国际航运定价中心。     

The Reconstitution of Risk Objects

This paper examines the relationship of risk and power through a critical analysis of Crew Endurance Management, an initiative directed at enhancing maritime safety and efficiency. The paper argues that the initiative applies rhetorics of choice and self‐discipline to unite morality with risk, thus casting merchant mariners as risk objects in the shipping industry. This objectification relies on differentials in power rooted in differentially‐valued discourses that delegitimize some kinds of expertise. At the same time, deploying alternative rhetorics keyed to the anxieties of other levels of society allows risk objects to resist their objectification by shifting the relevant social scale for considering risk. The paper concludes by suggesting that imperatives for both productivity and safety will expand the workspace by expanding, through emphasis on personal choices, the environment in which workers must be concerned about risk reduction.     

海运风险管理创新：运费衍生品发展的启示

运费衍生品是航运业规避海运风险管理的工具，而我国企业对此极少了解和极少参与。2004年以来的运费价格巨大波动带动了衍生品市场的快速发展，市场参与者构成的变化，交易所间争夺产品开发，这些发展志势应引起各方关注。回顾运费衍生产品和市场的发展，总结成败得失，对我国航运业风险管理和金融衍生产品的创新都有着非常重要的启示作用。     

基于两个“中心”建设的上海保险市场发展

上海“两个中心”建设已经成为了一项国家战略,而保险业在其中则发挥着必不可少的作用。保险起源于海上国际航运,并已成为国际航运不可或缺的组成部分,对促进航运、贸易起着重要作用。同时,保险市场是国际金融中心建设的重要组成部分,保险业和银行、证券业一起共同拉动,产生协同效应,才能真正成为国际金融中心。国际金融中心往往要具备一定的金融规模、较高的金融效率以及金融交易的安全性、金融交易的国际化等基础条件,围绕“两个中心、一个试验区、一个基地”的要求,上海保险业正在积极推进各项工作。     

Value Creation by Active Investors (and Its Potential for Addressing Social Problems)

A distinguished Columbia academic discusses the methods and outcomes of “active investing” with the co‐founder of a leading private equity firm and a former senior partner of a well‐known hedge fund. In the case studies used by both panelists to illustrate their investment selection and management processes, the investors provided not only capital, but oversight and expertise that helped bring about significant increases in the productivity and value of their portfolio companies. What's more, in both cases, the changes that contributed to high returns for investors also ended up having major benefits for the companies' non‐investor stakeholders, especially their consumers. In the first of the two cases, Paul Hilal explains the thinking behind Pershing Square's $1.1 billion purchase of 14% of the Canadian Pacific Railway in 2012. With the help of intensive “fundamental” analysis of the company, Hilal recognized that Canadian Pacific was substantially underperforming its rival, the Canadian National Railway, in a number of important ways. And when CP's management and board rejected his plan for changes, Hilal led a proxy battle that ended in a landslide victory for the proposed slate of directors, including Hilal himself. Then, after bringing in a new CEO, the restructured board presided over operating changes that, during Pershing's four‐year ownership, increased the market value of CP from $8 billion to $30 billion. By 2016, when Pershing sold its investment (for $4 billion), Canadian Pacific was “shipping 20% more freight … 40% faster than ever before, with record on‐time performance, 40% fewer locomotives, 35% fewer people, and 14% improved fuel efficiency—all while maintaining an industry‐leading safety record.” In the second case, Russ Carson describes the success of Welsh, Carson, Anderson, and Stowe in turning its purchase in 1998 of a single oncology practice in Denver into a publicly traded company with more than 90 outpatient cancer centers throughout the U.S. When it was sold in 2011, US Oncology was producing $4 billion in revenue while employing 1,000 oncologists, who, as significant equity owners, shared in the success of Welsh Carson. Using modern management techniques to create “enormous efficiencies out of an extraordinarily fragmented system,” Carson and his colleagues created “the single largest—and, by all accounts, most reputable—outpatient provider of cancer services in the country.” One of the keys to this success was “getting the doctors to spend their time seeing patients, not looking for records,” which contributed greatly to Welsh Carson's ability to improve “both the quantity and quality of cancer care in the 90 communities that we were operating in.”     

Transaction costs and crowding

We use industry data to determine whether crowding of the investment space is caused by portfolio construction processes typical to the investment community. In particular, this paper examines the extent that transaction cost models cause crowding of the investment space, even when the investment models are completely unrelated to one another. We find that as transaction costs become more significant in the portfolio creation process as portfolios increase in size from $500 million to $5 billion, crowding actually declines for long-only portfolios and mainly declines, but sometimes increases for market neutral portfolios. This research sheds more light on how crowding develops through actions by players within the financial system.