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2021-03-24

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Why SPACs Won’t Replace Traditional IPOs -- and Vice Versa<blockquote>为什么SPAC不会取代传统IPO——反之亦然</blockquote>

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{"i18n":{"language":"zh_CN"},"detailType":1,"isChannel":false,"data":{"magic":2,"id":353749995,"tweetId":"353749995","gmtCreate":1616541568817,"gmtModify":1634525337048,"author":{"id":3573767689206643,"idStr":"3573767689206643","authorId":3573767689206643,"authorIdStr":"3573767689206643","name":"Flubber","avatar":"https://static.tigerbbs.com/0e7f3647f5821119256727646e2c812f","vip":1,"userType":1,"introduction":"","boolIsFan":false,"boolIsHead":false,"crmLevel":11,"crmLevelSwitch":0,"individualDisplayBadges":[],"fanSize":24,"starInvestorFlag":false},"themes":[],"images":[],"coverImages":[],"extraTitle":"","html":"<html><head></head><body>Comment</body></html>","htmlText":"<html><head></head><body>Comment</body></html>","text":"Comment","highlighted":1,"essential":1,"paper":1,"likeSize":7,"commentSize":2,"repostSize":0,"favoriteSize":0,"link":"https://laohu8.com/post/353749995","repostId":1102596742,"repostType":4,"repost":{"id":"1102596742","kind":"news","pubTimestamp":1616514133,"share":"https://www.laohu8.com/m/news/1102596742?lang=zh_CN&edition=full","pubTime":"2021-03-23 23:42","market":"us","language":"en","title":"Why SPACs Won’t Replace Traditional IPOs -- and Vice Versa<blockquote>为什么SPAC不会取代传统IPO——反之亦然</blockquote>","url":"https://stock-news.laohu8.com/highlight/detail?id=1102596742","media":"TheStreet","summary":"Will SPACs replace traditional IPOs? I think to a degree, they already have -- at least for now. Lon","content":"Will SPACs replace traditional IPOs? I think to a degree, they already have -- at least for now. Longer-term, however, I think that traditional investment banking will survive, and that there will always be room for both methods of going public.<blockquote>SPAC会取代传统IPO吗？我认为在某种程度上，他们已经做到了——至少现在是这样。然而，从长远来看，我认为传统投资银行业务将会生存下来，而且这两种上市方式总会有空间。</blockquote> Part of why I say that traditional IPOs will survive is due to the sheer abundance of SPACs out there right now. Can they all find winning companies to merge with? What happens to those that don't find the right dance partner? Surely some will wither and die. But at the same time, the SPAC model is probably here to stay since it does simplify and expedite the whole process of going public and raising capital. And so I think that SPACs will survive even once we’re past the current manic stage.<blockquote>我说传统IPO将继续存在的部分原因是目前SPAC数量众多。他们都能找到获胜的公司合并吗？那些没有找到合适舞伴的人会怎么样？肯定会有一些枯萎死亡。但与此同时，SPAC模式可能会继续存在，因为它确实简化和加快了上市和筹集资金的整个过程。因此，我认为，即使我们度过了当前的狂躁阶段，SPAC也会生存下来。</blockquote> First, understand that IPOs and SPACs are really just two ways of getting a private company from point A (in need of capital) to point B (capital needs satisfied and trading publicly). As you'll see, it's really a matter of putting the wagon before the horse, or the horse before the wagon. And the same model doesn’t work for every private company in every situation.<blockquote>首先，要明白IPO和SPAC实际上只是让一家私营公司从A点（需要资本）到B点（满足资本需求并公开交易）的两种方式。正如您将看到的，这实际上是一个本末倒置或本末倒置的问题。同样的模式并不适用于所有情况下的每家私营公司。</blockquote> The IPO<blockquote>IPO</blockquote> The traditional IPO, or Initial Public Offering, has been around since the beginning. This is what investment bankers, among other things, do for a living. As a former senior New York Stock Exchange floor trader who worked as part of the IPO team for what was considered the hottest investment bank during the internet bubble of the late 1990's, early 2000's, I have a great deal of experience in both supporting and in running the execution end of traditional IPOs, either from the booth, or in the crowd at the point of sale.<blockquote>传统的IPO或首次公开募股从一开始就存在。这就是投资银行家的谋生之道。作为一名前纽约证券交易所高级场内交易员，我曾在20世纪90年代末和21世纪初互联网泡沫期间被认为是最热门的投资银行的IPO团队工作，我在支持和运行传统IPO的执行端方面拥有丰富的经验，无论是在展位上，还是在销售点的人群中。</blockquote> In simplified form, IPOs involve private companies working with an investment bank or several investment banks to raise capital by “going public.\" The investment banks place a value on the private firm through a strenuous level of fundamental analysis, all the while gauging or trying to drum up demand. That part of the job is often referred to as a \"road show.\"<blockquote>简单地说，IPO是指私营公司与一家或几家投资银行合作，通过“上市”筹集资金。投资银行通过严格的基本面分析来评估私营公司的价值，同时衡量或试图吸引需求。这部分工作通常被称为“路演”。</blockquote> The private company must also register with the exchange where it plans to list, as well as the Securities and Exchange Commission. There is a lengthy process that must be followed, as well as numerous requirements, such as compliance around transparency in financial reporting, that must be met.<blockquote>私营公司还必须在其计划上市的交易所以及美国证券交易委员会注册。必须遵循一个漫长的过程，并且必须满足众多要求，例如财务报告透明度的合规性。</blockquote> The investment bank or banks, also known as the underwriters, may guarantee the IPO by purchasing the offering in a firm commitment and then selling the shares themselves in the secondary market. Without this \"firm\" commitment, the IPO is considered to be a \"best effort\" agreement, in which the underwriter sells the shares with no guarantee.<blockquote>投资银行，也称为承销商，可以通过以坚定的承诺购买发行股票，然后在二级市场上出售股票来保证IPO。如果没有这种“坚定”的承诺，IPO被认为是一种“尽力而为”的协议，承销商在没有担保的情况下出售股票。</blockquote> In my experience, the vast majority of IPOs are indeed “firm commitments” in which the underwriter takes on either the profit or loss (the risk) when selling shares after having priced the IPO. In the case of a \"best effort'' IPO, the investment bank is really more like a broker and advisor than a trader, and passes on to the formerly private company's shareholders the proceeds of those initial sales.<blockquote>根据我的经验，绝大多数IPO确实是“坚定承诺”，承销商在IPO定价后出售股票时承担利润或损失（风险）。在“尽最大努力”IPO的情况下，投资银行实际上更像是经纪人和顾问，而不是交易员，并将这些初始销售的收益转嫁给前私营公司的股东。</blockquote> The SPAC<blockquote>SPAC</blockquote> The SPAC, or Special Purpose Acquisition Company, has become increasingly popular lately. Some of you may have heard of \"Blank Check Companies.\" This is another term for basically the same thing as a SPAC. The whole idea is simply to raise funds first and then target private companies to merge with afterwards.<blockquote>SPAC，即特殊目的收购公司，最近变得越来越受欢迎。有些人可能听说过“空白支票公司”。这是与特殊目的收购公司基本相同的另一个术语。整个想法只是先筹集资金，然后瞄准私营公司进行合并。</blockquote> In this way, the private firm is able to get in position to quickly merge with an already-public company, greatly simplifying the process of going public. At that point, the shareholders or owners of the private company can either redeem their stakes at the offering price, or accept stock in the newly-merged company, depending on their preference.<blockquote>通过这种方式，私营公司能够迅速与已经上市的公司合并，大大简化了上市过程。届时，私营公司的股东或所有者可以按照发行价赎回其股份，也可以接受新合并公司的股票，具体取决于他们的偏好。</blockquote> Why would a private company choose this route over a traditional IPO? There are several good reasons. The first is speed to market. By foregoing the whole \"road show\" process and merging with an already public firm, the company can now bypass all of the registrations and regulatory requirements. In addition, the risk of allowing investment bankers to price the deal is removed once the merger is agreed to.<blockquote>为什么私营公司会选择这条路线而不是传统的IPO？有几个很好的理由。首先是上市速度。通过放弃整个“路演”过程并与一家已经上市的公司合并，该公司现在可以绕过所有注册和监管要求。此外，一旦合并获得同意，允许投资银行家为交易定价的风险就消失了。</blockquote> What makes SPACs so attractive to private companies that might be in need of capital? It’s pretty simple --in a traditional IPO, the private company chases the capital, but with a SPAC, the capital chases the private company.<blockquote>是什么让SPAC对可能需要资本的私营公司如此有吸引力？很简单--在传统的IPO中，私人公司追逐资本，但在SPAC中，资本追逐私人公司.</blockquote> Notably, the SPAC structure is less risky to the owners of the targeted private company. The private company negotiates and agrees to a deal. Their work is now done, and the risk is transferred to the SPAC. This is great -- if you happen to run a highly sought-after private company in a suddenly hot industry. That is another reason why speed matters. No one ever knows how long the iron (or industry) stays hot.<blockquote>值得注意的是，SPAC结构对目标私营公司的所有者来说风险较小。私人公司谈判并同意一项交易。他们的工作现在已经完成，风险转移到了特殊目的收购公司。这很好——如果你碰巧在一个突然火爆的行业中经营一家备受追捧的私营公司。这是速度很重要的另一个原因。没有人知道铁（或工业）能保持多久。</blockquote> Now, for the less highly sought-after private business, there will always be a need for a traditional investment banker since these companies still need to raise capital and will need help finding investors. However, in the IPO model, the workload and the risk are more on the private company than they are on the bank -- at least until the issue is priced and regardless of whether a firm commitment has been made.<blockquote>现在，对于不太受欢迎的私营企业来说，总是需要传统的投资银行家，因为这些公司仍然需要筹集资金，并需要帮助寻找投资者。然而，在IPO模式中，私营公司的工作量和风险比银行更大——至少在发行定价之前，也无论是否做出了坚定的承诺。</blockquote> The Bottom Line<blockquote>底线</blockquote> In my opinion, there will always be room in this marketplace for both traditional investment bankers as well as SPACs. For now, amid a pandemic, which has largely taken the \"road show\" aspect out of the IPO, and as certain industries have taken off seemingly overnight, SPACs have taken as much as half of the market for new issues.<blockquote>在我看来，这个市场永远有传统投资银行家和SPAC的空间。目前，在疫情的情况下，IPO的“路演”部分在很大程度上消失了，而且某些行业似乎在一夜之间起飞，SPAC已经占据了多达一半的新股市场。</blockquote> That is the current environment and it is not only subject to change, itwillchange. As some SPACs fail to attract potentially hot new private companies, their ranks will thin. In a market that’s tougher than the current bull one, raising money ahead of a deal becomes more difficult, and the pendulum will swing back toward traditional investment bankers who provide access to a broader array of potential investors.<blockquote>这就是当前的环境，它不仅会发生变化，还会发生变化将会变化。由于一些SPAC未能吸引潜在热门的新私营公司，它们的队伍将会变薄。在一个比当前牛市更加艰难的市场中，在交易前筹集资金变得更加困难，钟摆将回到传统投资银行家身上，他们可以接触到更广泛的潜在投资者。</blockquote> That said, these are two ways of going about doing the same thing. Neither is going away. Quality will succeed where success is deserved, and so quality investment bankers will outperform lower-quality SPACs and vice versa. Where quality is less obvious, there will be failure to last, or to find the right dance partner. The route chosen may depend on just how desirable, or choosy, the private company is able to be.<blockquote>也就是说，这是做同一件事的两种方式。两者都不会消失。质量将在值得成功的地方取得成功，因此优质投资银行家的表现将优于质量较低的SPAC，反之亦然。在质量不太明显的地方，就会有持续的失败，或者找不到合适的舞伴。所选择的路线可能取决于私营公司的受欢迎程度或挑剔程度。</blockquote>","collect":0,"html":"<!DOCTYPE html>\n<html>\n<head>\n<meta http-equiv=\"Content-Type\" content=\"text/html; charset=utf-8\" />\n<meta name=\"viewport\" content=\"width=device-width,initial-scale=1.0,minimum-scale=1.0,maximum-scale=1.0,user-scalable=no\"/>\n<meta name=\"format-detection\" content=\"telephone=no,email=no,address=no\" />\n<title>Why SPACs Won’t Replace Traditional IPOs -- and Vice Versa<blockquote>为什么SPAC不会取代传统IPO——反之亦然</blockquote></title>\n<style type=\"text/css\">\na,abbr,acronym,address,applet,article,aside,audio,b,big,blockquote,body,canvas,caption,center,cite,code,dd,del,details,dfn,div,dl,dt,\nem,embed,fieldset,figcaption,figure,footer,form,h1,h2,h3,h4,h5,h6,header,hgroup,html,i,iframe,img,ins,kbd,label,legend,li,mark,menu,nav,\nobject,ol,output,p,pre,q,ruby,s,samp,section,small,span,strike,strong,sub,summary,sup,table,tbody,td,tfoot,th,thead,time,tr,tt,u,ul,var,video{ font:inherit;margin:0;padding:0;vertical-align:baseline;border:0 }\nbody{ font-size:16px; line-height:1.5; color:#999; background:transparent; }\n.wrapper{ overflow:hidden;word-break:break-all;padding:10px; }\nh1,h2{ font-weight:normal; line-height:1.35; margin-bottom:.6em; }\nh3,h4,h5,h6{ line-height:1.35; margin-bottom:1em; }\nh1{ font-size:24px; }\nh2{ font-size:20px; }\nh3{ font-size:18px; }\nh4{ font-size:16px; }\nh5{ font-size:14px; }\nh6{ font-size:12px; }\np,ul,ol,blockquote,dl,table{ margin:1.2em 0; }\nul,ol{ margin-left:2em; }\nul{ list-style:disc; }\nol{ list-style:decimal; }\nli,li p{ margin:10px 0;}\nimg{ max-width:100%;display:block;margin:0 auto 1em; }\nblockquote{ color:#B5B2B1; border-left:3px solid #aaa; padding:1em; }\nstrong,b{font-weight:bold;}\nem,i{font-style:italic;}\ntable{ width:100%;border-collapse:collapse;border-spacing:1px;margin:1em 0;font-size:.9em; }\nth,td{ padding:5px;text-align:left;border:1px solid #aaa; }\nth{ font-weight:bold;background:#5d5d5d; }\n.symbol-link{font-weight:bold;}\n/* header{ border-bottom:1px solid #494756; } */\n.title{ margin:0 0 8px;line-height:1.3;color:#ddd; }\n.meta {color:#5e5c6d;font-size:13px;margin:0 0 .5em; }\na{text-decoration:none; color:#2a4b87;}\n.meta .head { display: inline-block; overflow: hidden}\n.head .h-thumb { width: 30px; height: 30px; margin: 0; padding: 0; border-radius: 50%; float: left;}\n.head .h-content { margin: 0; padding: 0 0 0 9px; float: left;}\n.head .h-name {font-size: 13px; color: #eee; margin: 0;}\n.head .h-time {font-size: 12.5px; color: #7E829C; margin: 0;}\n.small {font-size: 12.5px; display: inline-block; transform: scale(0.9); -webkit-transform: scale(0.9); transform-origin: left; -webkit-transform-origin: left;}\n.smaller {font-size: 12.5px; display: inline-block; transform: scale(0.8); -webkit-transform: scale(0.8); transform-origin: left; -webkit-transform-origin: left;}\n.bt-text {font-size: 12px;margin: 1.5em 0 0 0}\n.bt-text p {margin: 0}\n</style>\n</head>\n<body>\n<div class=\"wrapper\">\n<header>\n<h2 class=\"title\">\nWhy SPACs Won’t Replace Traditional IPOs -- and Vice Versa<blockquote>为什么SPAC不会取代传统IPO——反之亦然</blockquote>\n</h2>\n<h4 class=\"meta\">\n\nTheStreet2021-03-23 23:42\n\n</h4>\n</header>\n<article>\nWill SPACs replace traditional IPOs? I think to a degree, they already have -- at least for now. Longer-term, however, I think that traditional investment banking will survive, and that there will always be room for both methods of going public.<blockquote>SPAC会取代传统IPO吗？我认为在某种程度上，他们已经做到了——至少现在是这样。然而，从长远来看，我认为传统投资银行业务将会生存下来，而且这两种上市方式总会有空间。</blockquote> Part of why I say that traditional IPOs will survive is due to the sheer abundance of SPACs out there right now. Can they all find winning companies to merge with? What happens to those that don't find the right dance partner? Surely some will wither and die. But at the same time, the SPAC model is probably here to stay since it does simplify and expedite the whole process of going public and raising capital. And so I think that SPACs will survive even once we’re past the current manic stage.<blockquote>我说传统IPO将继续存在的部分原因是目前SPAC数量众多。他们都能找到获胜的公司合并吗？那些没有找到合适舞伴的人会怎么样？肯定会有一些枯萎死亡。但与此同时，SPAC模式可能会继续存在，因为它确实简化和加快了上市和筹集资金的整个过程。因此，我认为，即使我们度过了当前的狂躁阶段，SPAC也会生存下来。</blockquote> First, understand that IPOs and SPACs are really just two ways of getting a private company from point A (in need of capital) to point B (capital needs satisfied and trading publicly). As you'll see, it's really a matter of putting the wagon before the horse, or the horse before the wagon. And the same model doesn’t work for every private company in every situation.<blockquote>首先，要明白IPO和SPAC实际上只是让一家私营公司从A点（需要资本）到B点（满足资本需求并公开交易）的两种方式。正如您将看到的，这实际上是一个本末倒置或本末倒置的问题。同样的模式并不适用于所有情况下的每家私营公司。</blockquote> The IPO<blockquote>IPO</blockquote> The traditional IPO, or Initial Public Offering, has been around since the beginning. This is what investment bankers, among other things, do for a living. As a former senior New York Stock Exchange floor trader who worked as part of the IPO team for what was considered the hottest investment bank during the internet bubble of the late 1990's, early 2000's, I have a great deal of experience in both supporting and in running the execution end of traditional IPOs, either from the booth, or in the crowd at the point of sale.<blockquote>传统的IPO或首次公开募股从一开始就存在。这就是投资银行家的谋生之道。作为一名前纽约证券交易所高级场内交易员，我曾在20世纪90年代末和21世纪初互联网泡沫期间被认为是最热门的投资银行的IPO团队工作，我在支持和运行传统IPO的执行端方面拥有丰富的经验，无论是在展位上，还是在销售点的人群中。</blockquote> In simplified form, IPOs involve private companies working with an investment bank or several investment banks to raise capital by “going public.\" The investment banks place a value on the private firm through a strenuous level of fundamental analysis, all the while gauging or trying to drum up demand. That part of the job is often referred to as a \"road show.\"<blockquote>简单地说，IPO是指私营公司与一家或几家投资银行合作，通过“上市”筹集资金。投资银行通过严格的基本面分析来评估私营公司的价值，同时衡量或试图吸引需求。这部分工作通常被称为“路演”。</blockquote> The private company must also register with the exchange where it plans to list, as well as the Securities and Exchange Commission. There is a lengthy process that must be followed, as well as numerous requirements, such as compliance around transparency in financial reporting, that must be met.<blockquote>私营公司还必须在其计划上市的交易所以及美国证券交易委员会注册。必须遵循一个漫长的过程，并且必须满足众多要求，例如财务报告透明度的合规性。</blockquote> The investment bank or banks, also known as the underwriters, may guarantee the IPO by purchasing the offering in a firm commitment and then selling the shares themselves in the secondary market. Without this \"firm\" commitment, the IPO is considered to be a \"best effort\" agreement, in which the underwriter sells the shares with no guarantee.<blockquote>投资银行，也称为承销商，可以通过以坚定的承诺购买发行股票，然后在二级市场上出售股票来保证IPO。如果没有这种“坚定”的承诺，IPO被认为是一种“尽力而为”的协议，承销商在没有担保的情况下出售股票。</blockquote> In my experience, the vast majority of IPOs are indeed “firm commitments” in which the underwriter takes on either the profit or loss (the risk) when selling shares after having priced the IPO. In the case of a \"best effort'' IPO, the investment bank is really more like a broker and advisor than a trader, and passes on to the formerly private company's shareholders the proceeds of those initial sales.<blockquote>根据我的经验，绝大多数IPO确实是“坚定承诺”，承销商在IPO定价后出售股票时承担利润或损失（风险）。在“尽最大努力”IPO的情况下，投资银行实际上更像是经纪人和顾问，而不是交易员，并将这些初始销售的收益转嫁给前私营公司的股东。</blockquote> The SPAC<blockquote>SPAC</blockquote> The SPAC, or Special Purpose Acquisition Company, has become increasingly popular lately. Some of you may have heard of \"Blank Check Companies.\" This is another term for basically the same thing as a SPAC. The whole idea is simply to raise funds first and then target private companies to merge with afterwards.<blockquote>SPAC，即特殊目的收购公司，最近变得越来越受欢迎。有些人可能听说过“空白支票公司”。这是与特殊目的收购公司基本相同的另一个术语。整个想法只是先筹集资金，然后瞄准私营公司进行合并。</blockquote> In this way, the private firm is able to get in position to quickly merge with an already-public company, greatly simplifying the process of going public. At that point, the shareholders or owners of the private company can either redeem their stakes at the offering price, or accept stock in the newly-merged company, depending on their preference.<blockquote>通过这种方式，私营公司能够迅速与已经上市的公司合并，大大简化了上市过程。届时，私营公司的股东或所有者可以按照发行价赎回其股份，也可以接受新合并公司的股票，具体取决于他们的偏好。</blockquote> Why would a private company choose this route over a traditional IPO? There are several good reasons. The first is speed to market. By foregoing the whole \"road show\" process and merging with an already public firm, the company can now bypass all of the registrations and regulatory requirements. In addition, the risk of allowing investment bankers to price the deal is removed once the merger is agreed to.<blockquote>为什么私营公司会选择这条路线而不是传统的IPO？有几个很好的理由。首先是上市速度。通过放弃整个“路演”过程并与一家已经上市的公司合并，该公司现在可以绕过所有注册和监管要求。此外，一旦合并获得同意，允许投资银行家为交易定价的风险就消失了。</blockquote> What makes SPACs so attractive to private companies that might be in need of capital? It’s pretty simple --in a traditional IPO, the private company chases the capital, but with a SPAC, the capital chases the private company.<blockquote>是什么让SPAC对可能需要资本的私营公司如此有吸引力？很简单--在传统的IPO中，私人公司追逐资本，但在SPAC中，资本追逐私人公司.</blockquote> Notably, the SPAC structure is less risky to the owners of the targeted private company. The private company negotiates and agrees to a deal. Their work is now done, and the risk is transferred to the SPAC. This is great -- if you happen to run a highly sought-after private company in a suddenly hot industry. That is another reason why speed matters. No one ever knows how long the iron (or industry) stays hot.<blockquote>值得注意的是，SPAC结构对目标私营公司的所有者来说风险较小。私人公司谈判并同意一项交易。他们的工作现在已经完成，风险转移到了特殊目的收购公司。这很好——如果你碰巧在一个突然火爆的行业中经营一家备受追捧的私营公司。这是速度很重要的另一个原因。没有人知道铁（或工业）能保持多久。</blockquote> Now, for the less highly sought-after private business, there will always be a need for a traditional investment banker since these companies still need to raise capital and will need help finding investors. However, in the IPO model, the workload and the risk are more on the private company than they are on the bank -- at least until the issue is priced and regardless of whether a firm commitment has been made.<blockquote>现在，对于不太受欢迎的私营企业来说，总是需要传统的投资银行家，因为这些公司仍然需要筹集资金，并需要帮助寻找投资者。然而，在IPO模式中，私营公司的工作量和风险比银行更大——至少在发行定价之前，也无论是否做出了坚定的承诺。</blockquote> The Bottom Line<blockquote>底线</blockquote> In my opinion, there will always be room in this marketplace for both traditional investment bankers as well as SPACs. For now, amid a pandemic, which has largely taken the \"road show\" aspect out of the IPO, and as certain industries have taken off seemingly overnight, SPACs have taken as much as half of the market for new issues.<blockquote>在我看来，这个市场永远有传统投资银行家和SPAC的空间。目前，在疫情的情况下，IPO的“路演”部分在很大程度上消失了，而且某些行业似乎在一夜之间起飞，SPAC已经占据了多达一半的新股市场。</blockquote> That is the current environment and it is not only subject to change, itwillchange. As some SPACs fail to attract potentially hot new private companies, their ranks will thin. In a market that’s tougher than the current bull one, raising money ahead of a deal becomes more difficult, and the pendulum will swing back toward traditional investment bankers who provide access to a broader array of potential investors.<blockquote>这就是当前的环境，它不仅会发生变化，还会发生变化将会变化。由于一些SPAC未能吸引潜在热门的新私营公司，它们的队伍将会变薄。在一个比当前牛市更加艰难的市场中，在交易前筹集资金变得更加困难，钟摆将回到传统投资银行家身上，他们可以接触到更广泛的潜在投资者。</blockquote> That said, these are two ways of going about doing the same thing. Neither is going away. Quality will succeed where success is deserved, and so quality investment bankers will outperform lower-quality SPACs and vice versa. Where quality is less obvious, there will be failure to last, or to find the right dance partner. The route chosen may depend on just how desirable, or choosy, the private company is able to be.<blockquote>也就是说，这是做同一件事的两种方式。两者都不会消失。质量将在值得成功的地方取得成功，因此优质投资银行家的表现将优于质量较低的SPAC，反之亦然。在质量不太明显的地方，就会有持续的失败，或者找不到合适的舞伴。所选择的路线可能取决于私营公司的受欢迎程度或挑剔程度。</blockquote>\n<div class=\"bt-text\">\n\n\n 来源：<a href=\"https://www.thestreet.com/investing/why-spacs-wont-replace-traditional-ipos\">TheStreet</a>\n为提升您的阅读体验，我们对本页面进行了排版优化\n\n\n</div>\n</article>\n</div>\n</body>\n</html>\n","type":0,"thumbnail":"","relate_stocks":{".DJI":"道琼斯",".IXIC":"NASDAQ Composite",".SPX":"S&P 500 Index"},"source_url":"https://www.thestreet.com/investing/why-spacs-wont-replace-traditional-ipos","is_english":true,"share_image_url":"https://static.laohu8.com/e9f99090a1c2ed51c021029395664489","article_id":"1102596742","content_text":"Will SPACs replace traditional IPOs? I think to a degree, they already have -- at least for now. Longer-term, however, I think that traditional investment banking will survive, and that there will always be room for both methods of going public.\nPart of why I say that traditional IPOs will survive is due to the sheer abundance of SPACs out there right now. Can they all find winning companies to merge with? What happens to those that don't find the right dance partner? Surely some will wither and die. But at the same time, the SPAC model is probably here to stay since it does simplify and expedite the whole process of going public and raising capital. And so I think that SPACs will survive even once we’re past the current manic stage.\nFirst, understand that IPOs and SPACs are really just two ways of getting a private company from point A (in need of capital) to point B (capital needs satisfied and trading publicly). As you'll see, it's really a matter of putting the wagon before the horse, or the horse before the wagon. And the same model doesn’t work for every private company in every situation.\nThe IPO\nThe traditional IPO, or Initial Public Offering, has been around since the beginning. This is what investment bankers, among other things, do for a living. As a former senior New York Stock Exchange floor trader who worked as part of the IPO team for what was considered the hottest investment bank during the internet bubble of the late 1990's, early 2000's, I have a great deal of experience in both supporting and in running the execution end of traditional IPOs, either from the booth, or in the crowd at the point of sale.\nIn simplified form, IPOs involve private companies working with an investment bank or several investment banks to raise capital by “going public.\" The investment banks place a value on the private firm through a strenuous level of fundamental analysis, all the while gauging or trying to drum up demand. That part of the job is often referred to as a \"road show.\"\nThe private company must also register with the exchange where it plans to list, as well as the Securities and Exchange Commission. There is a lengthy process that must be followed, as well as numerous requirements, such as compliance around transparency in financial reporting, that must be met.\nThe investment bank or banks, also known as the underwriters, may guarantee the IPO by purchasing the offering in a firm commitment and then selling the shares themselves in the secondary market. Without this \"firm\" commitment, the IPO is considered to be a \"best effort\" agreement, in which the underwriter sells the shares with no guarantee.\nIn my experience, the vast majority of IPOs are indeed “firm commitments” in which the underwriter takes on either the profit or loss (the risk) when selling shares after having priced the IPO. In the case of a \"best effort'' IPO, the investment bank is really more like a broker and advisor than a trader, and passes on to the formerly private company's shareholders the proceeds of those initial sales.\nThe SPAC\nThe SPAC, or Special Purpose Acquisition Company, has become increasingly popular lately. Some of you may have heard of \"Blank Check Companies.\" This is another term for basically the same thing as a SPAC. The whole idea is simply to raise funds first and then target private companies to merge with afterwards.\nIn this way, the private firm is able to get in position to quickly merge with an already-public company, greatly simplifying the process of going public. At that point, the shareholders or owners of the private company can either redeem their stakes at the offering price, or accept stock in the newly-merged company, depending on their preference.\nWhy would a private company choose this route over a traditional IPO? There are several good reasons. The first is speed to market. By foregoing the whole \"road show\" process and merging with an already public firm, the company can now bypass all of the registrations and regulatory requirements. In addition, the risk of allowing investment bankers to price the deal is removed once the merger is agreed to.\nWhat makes SPACs so attractive to private companies that might be in need of capital? It’s pretty simple --in a traditional IPO, the private company chases the capital, but with a SPAC, the capital chases the private company.\nNotably, the SPAC structure is less risky to the owners of the targeted private company. The private company negotiates and agrees to a deal. Their work is now done, and the risk is transferred to the SPAC. This is great -- if you happen to run a highly sought-after private company in a suddenly hot industry. That is another reason why speed matters. No one ever knows how long the iron (or industry) stays hot.\nNow, for the less highly sought-after private business, there will always be a need for a traditional investment banker since these companies still need to raise capital and will need help finding investors. However, in the IPO model, the workload and the risk are more on the private company than they are on the bank -- at least until the issue is priced and regardless of whether a firm commitment has been made.\nThe Bottom Line\nIn my opinion, there will always be room in this marketplace for both traditional investment bankers as well as SPACs. For now, amid a pandemic, which has largely taken the \"road show\" aspect out of the IPO, and as certain industries have taken off seemingly overnight, SPACs have taken as much as half of the market for new issues.\nThat is the current environment and it is not only subject to change, itwillchange. As some SPACs fail to attract potentially hot new private companies, their ranks will thin. In a market that’s tougher than the current bull one, raising money ahead of a deal becomes more difficult, and the pendulum will swing back toward traditional investment bankers who provide access to a broader array of potential investors.\nThat said, these are two ways of going about doing the same thing. Neither is going away. Quality will succeed where success is deserved, and so quality investment bankers will outperform lower-quality SPACs and vice versa. Where quality is less obvious, there will be failure to last, or to find the right dance partner. The route chosen may depend on just how desirable, or choosy, the private company is able to be.","news_type":1,"symbols_score_info":{".IXIC":0.9,".DJI":0.9,".SPX":0.9}},"isVote":1,"tweetType":1,"viewCount":242,"commentLimit":10,"likeStatus":false,"favoriteStatus":false,"reportStatus":false,"symbols":[],"verified":2,"subType":0,"readableState":1,"langContent":"EN","currentLanguage":"EN","warmUpFlag":false,"orderFlag":false,"shareable":true,"causeOfNotShareable":"","featuresForAnalytics":[],"commentAndTweetFlag":false,"andRepostAutoSelectedFlag":false,"upFlag":false,"length":7,"xxTargetLangEnum":"ORIG"},"commentList":[],"isCommentEnd":true,"isTiger":false,"isWeiXinMini":false,"url":"/m/post/353749995"}