Written by Amy Cortese
The name said it all. FinTech Acquisition Corp., a $100 million special purpose acquisition company, or SPAC, was created last year by banking executives to acquire a company in the booming financial tech space. And on March 9 it did just that, snagging CardConnect, a Pennsylvania-based payments processor, for $350 million in cash and stock.
It was fintech’s first SPAC deal, prompting the question: will we see more?
“A SPAC is a prism for what’s current, thematic and interesting for investors,” says Doug Ellenoff, founding partner at Ellenoff Grossman & Scholes, a New York law firm that has provided counsel to many SPACs, including FinTech Acquisition Corp.
By that definition, the answer might be yes.
SPACs are “blank check” companies that raise funds through a public offering in order to finance an acquisition or merger. They may target a particular industry—for example, oil and gas, or restaurants—but beyond that, the SPAC sponsors and their investors have no clue as to what the eventual acquisition will be. The idea is that the SPAC management’s experience in a particular field will allow them to identify an attractive acquisition candidate and execute on it.
For that reason, SPACs tend to be created by well known individuals: FinTech Acquisition Corp is led by The Bancorp Inc. founder and financial services pioneer Betsy Cohen and her son (and Bancorp. CEO) Daniel Cohen. Hedge fund investor Bill Ackman has been an active SPAC sponsor. And former VP Dan Quayle and former Notre Dame football coach Lou Holtz were involved in an (ill fated) SPAC in 2007.
Once the SPAC’s IPO is complete, it typically has up to two years to complete an acquisition. If it fails, the SPAC must return investors’ money (which has been held in escrow) and the sponsors lose any risk capital they contributed.
These acquisition vehicles have a long—and checkered—history dating to 1993, when the SEC issued Rule 419 to govern blind pools. SPACs hit a fevered peak in 2007, when 66 SPACs debuted, accounting for more than a fifth of all IPOs.
