IPO Activity Should Pick Up According to Analysts

The Current Environment for IPOs is Best in Over 15 Months

Does the elevated reading of the Consumer Confidence report, along with the extended period of low market volatility, and belief the Federal Reserve is near the end of the tightening cycle, set the climate for more companies going public? Goldman Sachs Research just released readings of its IPO Issuance Barometer. This measures the environment for initial public offerings (IPOs) using many different metrics. There is only one out of more than a dozen factors which does not support the expectation that the IPO climate is improving for companies.

As stock market prices stabilize and corporate executives grow more confident, the economic conditions in the United States are becoming more favorable for IPOs according to Goldman Sachs Research.

The GS IPO Issuance Barometer has risen to 93, a level consistent with steady IPO activity. After hitting a low point of 7 in September 2022, the Issuance Barometer is now at its highest level since March 2022. A reading of 100 represents the historical average number of IPOs realized in a given month.

The measure takes into account several factors including the S&P 500 drawdown (the difference between the index’s current value and its 52-week high), CEO confidence levels, the ISM Manufacturing Index, the six-month change in two-year Treasury note yields, and the S&P 500’s trailing enterprise value/sales ratio.

The most impactful contributor behind the improvement in the IPO Barometer has been the stabilization of stock market prices. Chief U.S. Equity Strategist at GS Research, David Kostin notes in the report that the S&P 500, which represents U.S. stocks, has remained relatively stable due to indications of resilient economic growth and the expected end of interest rate hikes by the Federal Reserve. Kostin also highlights that the drawdown in the S&P 500 has been the most significant factor influencing IPO activity. The largest decline from peak to trough this year was 8%, compared to an average of 13% since 1928. In the second quarter, the maximum drawdown has been only 3%. Additionally, market volatility has decreased, as indicated by the VIX, which measures the implied volatility of the S&P 500, dropping below 15, its lowest level since before the pandemic.

Although the S&P 500 has reached a new 52-week high, it is still 10% below its all-time high in January 2022.

The other components in Goldman’s IPO gauge that have also made large contributions to its current reading include improvements in CEO confidence, despite the fact that the median professional forecaster gives a 65% probability of a recession in the next 12 months. Short-term Treasury yields seem to have reached their peak, suggesting that the Federal Reserve’s tightening cycle is nearing its end. Also positive for companies deciding if now is a good time to go public is that stock valuation multiples remain high compared to historical levels. The only variable in the barometer that has not improved since September 2022 is the ISM Manufacturing Index.

Although the positive macroeconomic conditions have yet to translate into increased IPO activity, follow-on stock offerings, which occur after a company has gone public, have shown greater resilience. This year, there have been eight U.S. IPOs exceeding $25 million in size, excluding special purpose acquisition companies (SPACs) and spin-offs. These deals have raised a total of $2.4 billion in gross proceeds, compared to $3.8 billion for the entirety of 2022.

Forecasts from Goldman Sachs’ economists indicate a 25% chance of a recession in the next 12 months, but they suggest that the environment for IPOs could further improve in the second half of the year. Additionally, analysts at Goldman Sachs Research have recently increased their year-end price target for the S&P 500 to 4500, representing approximately a 2.5% increase from the current level.

If the U.S. economy experiences a “soft landing” characterized by stable equity prices and interest rates, modestly improving CEO confidence, an uptick in the ISM Manufacturing Index, and flat valuation multiples, the IPO Issuance Barometer could reach 119 (compared to 93 as of May 31). This would indicate an even more supportive environment for IPO activity according the research.

What Else?

After having an empty IPO calendar last week, six deals are scheduled this week.  Four of them exceed $100 million. According to Renaissance Capital, a provider of IPO ETFs, there have been 46 U.S. deals so far in 2023. This is a 21% increase over the same period last year, and 89 deals have been filed which is a 16% increase.

Also likely to get the attention of management teams sitting on the fence determining if the timing is right, are returns. According to Renaissance, the ETF ticker symbol IPO, which invests in initial offerings, is up 26% so far this year. The S&P 500 is up only 13%.

Paul S. Hoffman

Managing Editor, Channelchek

Sources

https://www.goldmansachs.com/intelligence/pages/the-economic-backdrop-for-ipos-in-the-us-is-improving.html

https://www.marketwatch.com/story/consumer-confidence-jumps-to-17-month-high-as-inflation-slows-americans-more-optimistic-on-economy-b698f34b?mod=home-page

https://www.renaissancecapital.com/

Why the IPO Market is Picking Up

Image Credit: Steve Jurvetson (Flickr)

IPO Market Accelerating – Especially Overseas

The amount of investment in initial public offerings (IPOs) during March-April has jumped from January-February levels. Globally, the pick-up in IPOs is linked to the uptick in stock prices, which has allowed companies to tap into investor appetite for newer listings. A sizeable percentage of the offerings are in Asia, but Europe and the U.S. have experienced a surge as well. Activity during the first two months of 2023 had ground to a halt; new data compiled by Bloomberg demonstrates a much faster trend.

To date, there has been $25 billion worth of IPOs worldwide in March and April; this is nearly twice the amount transacted during the prior two months of the year. Companies headquartered from Hong Kong to Milan have put up their “Going Public”  signs up as market volatility declined. The uptick in IPOs in Asia substantially moved the needle as non-U.S. exchanges accounted for nearly 80% of new share sales during April.

The uptick in Europe can’t be ignored either; European listings are higher by a wide margin compared to earlier in the year. The activity in the U.S. is not as robust but also noteworthy, as concern about a recession had been creating caution among potential U.S. issuers.

In a quote published by Bloomberg News, Jason Manketo global co-head of the law firm Linklaters’ equities practice said, “We are beginning to see green shoots of activity with companies restarting processes that were on hold, but there is still a fair degree of uncertainty in the market.” Mankel added, “The buy side is keen to see results for a couple of quarters before committing to an IPO. This means the potential pipeline of some 2023 deals has been moved out to 2024.”

Leaders

Statistically, Asia is where a great deal of the action is in the world today. But the activity is different, perhaps more appealing, than last year. In 2022 the vast majority of large deals were concentrated in mainland China; over the past two months, issuance is coming from a broader representation of Asia.

“The IPO market is coming back gradually and slowly. It is not 100% back yet, but there are signs of life and renewed vigor,” said James Wang, co-head of equity capital markets at Goldman Sachs Group Inc. in Asia ex-Japan.

A couple of nickel producers from Indonesia surged as they went public. And in Japan, as part of the country’s largest IPO since 2018,  Rakuten Bank Ltd. soared after it raised 83.3 billion yen ($623 million). And KKR & Co.-backed Chinese liquor company ZJLD Group Inc. as recently as April 20th, priced Hong Kong’s largest offering in 2023.

Europe Wakes Up

Europe’s IPO market had been dragging, with activity in 2023 down about 12% from the same period last year as Russia’s invasion of Ukraine brought new listings to a screeching halt.

Also weighing on the market, poor IPO returns have been a deterrent for investors. Portfolio managers had been in the drivers seat insisting on bargains for less proven companies. In  March the sudden meltdown of financial firm Credit Suisse, ignited a global market rout, this added to investor worries about interest rates and inflation; the event also made it less attractive for companies to try and attract a favorable price.

But there are growing signs of fear lifting. Most notably, Lottomatica SpA, the Italian gambling company backed by Apollo Global Management Inc., opened the books last week for a €600 million ($657 million) IPO, becoming the third large firm to tap European exchanges this year. Additionally, German web-hosting company Ionos SE and electric motor component maker EuroGroup Laminations SpA have managed to raise more than $400 million in the region, though both stocks have struggled after debuting.

U.S. Uptick

While IPO activity in the U.S. is not as robust, there has been a huge uptick as well. The IPO calendar for U.S. exchanges shows 20 priced deals totalling $751.5 billion, and 29 new filings. This is an acceleration after only $4.1 billion had been raised for companies listing on U.S. exchanges during the first two months of 2023.

Take Away

Globally companies are finding it more worthwhile to tap capital from the equity markets via IPO. While the most growth is greater Asia, Europe and the U.S. see a significant uptick as well. Whether this trend continues and represents, a buying opportunity seems to hinge on recession concerns. Many forecasters are now calling for a much more mild recession than previously expected.

Paul Hoffman

Managing Editor, Channelchek

Sources:

https://www.bloomberg.com/news/articles/2023-04-23/ipo-market-shows-signs-of-life-even-as-recession-fears-persist?srnd=markets-vp&sref=8GWybyo5&leadSource=uverify%20wall

https://www.nasdaq.com/market-activity/ipos

https://www.bloomberg.com/profile/company/LTT:IM

One Place to Look for Low Market Risk with Home Run Potential

Image Credit: Sam Valadi (Flickr)

Less Attention is Being Paid to SPACs, But the Risk Reward Scenario Can’t Be Ignored

Uncertain markets warrant additional attention to risk versus possible reward on investments, especially when the least risky money funds pay 4% or more. This need to minimize risk, yet desire to have the opportunity to, at a minimum, beat inflation and in the best case scenario, hit a grand slam, might cause investors to revisit the hot investment of 2021. Like most investment sectors that do well, back then it became too crowded with issuance and overpromise. But the Special Purpose Acquisition Corp (SPAC), is getting far less attention these days – yet the relatively low risk for investors, and low competition for acquisition corps. to find that “unicorn,” it could increase the percentage of SPAC home runs. All the while limiting potential downside returns.

Special Purpose Acquisition Corps.

Investors that just want to make (or lose) the returns of a major index may not find investing in individual SPACs, at any stage, fits their investment approach. But the SPAC legal structure could suit investors that want to minimize their downside to a more or less known potential, and maximize their possible above average returns – SPACs may match these investment objectives better than alternatives.

Let’s cover risk first. SPAC investors have limited risk as their investment is held in a trust account until the SPAC identifies a target company and completes a merger. If the SPAC fails to identify a target, the investors will return their money, plus today’s higher accrued interest rates, less management, legal, and administrative fees. That is to say, a SPAC purchased as an IPO could be expected to be up or down one or two percent from the initial (usually $10) IPO price.

As ulcer-producing volatility in the major indices over the past year has shown, the feeling of having a floor on losses is comforting. The monetary distance to this floor is reduced if a post SPAC IPO, still looking for a target is trading below the $10 IPO price.

Does low risk mean low returns? SPACs offer the potential for low risk/high returns for investors who get in before an announced target. If the SPAC is successful in identifying and merging with a high-growth company, the share price could increase significantly. The targets often are successful private companies with tremendous potential, more of the potential could be realized with an injection of cash from the SPAC merger/acquisition. that would be able to expand.

What if an investor is opposed to the proposed merger? SPAC investors have the flexibility to decide whether or not to participate in the merger with the target company. If they choose not to participate, they can redeem their shares for the original investment amount plus interest, less administrative costs. This is another way that investors minimize their downside risk.

What are the risks? Investing in SPACs also comes with potential risks, such as the possibility of the SPAC failing to identify a suitable target company, this would essentially have tied up the investment capital used to purchase the SPAC. Another risk is the target company not performing as expected after the merger; as mentioned above, the pre-merger investor gets to decide if they opt in or opt to have pro-rata share of initial investment returned. As with any investment, it’s important to do your due diligence, look at any changes in the regulatory environment, and carefully evaluate the structure and goals.

What Does SPAC Investment Success Look Like?

Not all SPACs find a suitable target. An investor wants the management team exploring possibilities to be diligent and picky. But despite the large number of SPACs that have gone no place during the abundance offered in 2021, it’s easy to find examples of why investors like the market. Below are three very different examples of what success looks like:

Source: Koyfin

In green is Digital World Acquisition Corp. (DWAC). It’s the only stock represented below that is pre-merger. The initial IPO was for $10 back in April 2021. Recent numbers show that a failure to merge with its current target, Trump Media, would result in approximately a $10 per share liquidation. Initial investors will have lost opportunity should this occur as they took the full ride from beginning to this possible end.

In October after the IPO,  Digital World announced it had reached a preliminary agreement to merge with the digital media company founded by the former U.S. president. The shares skyrocketed over  900%. For those that bought the once $10 shares for $96, they may not have called this right, for those that purchased around the offer price, their risk of losing money is low, and they currently sit at a 34% profit.

In orange is Hostess (TWNK). This has been a SPAC success story which dates back to 2016 when there were only 13 SPAC IPOs all year. By comparison, there were 613 in 2021, and to date only 8 in 2023. Fewer SPACs chasing the same potential targets could work in investors’ favor. Many of the SPACs that are still less than two year old are still shopping. However most of those arrangements are expected to be returning shareholder funds. While Hostess is up 103% since March three years ago, it has gained 236% since the merger announcement.

Bowlero (BOWL), shown in blue, announced the merger with Isos Acquisition Corp. on July 1, 2021. The merged company would have at first disappointed investors as it dipped slightly. This is understandable as investing in leisure did not seem that it would offer quick gratification, as the pandemic hit this sector hard. However, the stock is up 54% in less than two years and up 58% YTD.

Shown here in purple, DraftKings (DKNG) merged April 24, 2020. Post merger, for those who held the Diamond Eagle Acquisition SPAC shares, they saw the stock jump 5% on the day of the announcement, eventually rise over 350%, and over time come back down to match the initial jump, 6% YTD.

Above are success stories, of varying degrees. There are many SPACs that don’t find the ideal merger partner, for the initial purchasers at $10, or those buying shares sub-$10 after the offering, their risk can be considered lower than the overall market. The potential for large gains, exists.

What Does a SPAC Investment Failure Look Like?

The most an investor will lose in an index fund investment approximates the decline of the index less management fees. The most an investor in any of the individual stocks in a major market index can lose is all of their investment. When an investor takes part in a SPAC IPO or purchases shares trading below the IPO price later, they have claim to funds held in escrow that would have been used for an acquisition. These funds seldom grow or shrink by more than 2%. SPAC investors could look at the risk of losing $2 per share (2%), versus possibly gaining double or triple-digit returns as better than market risk. But investors have lost some of their initial investment, and once the deal is struck, voted on by shareholders, and moves forward, the investment risk goes from very low, to just as risky as any other company traded. In other words, up to 100%.

Take Away

Low-risk and high-reward investments may not suit all portfolios. But for those that like to reduce the odds of loss, the glut of previously offered SPACs that are retiring this year, coupled with the lack of new offerings, could set the stage for easier target hunting for unmatched SPACs. Also, older SPACs trading at or below the enterprise value may be worth looking at, the cash in the escrow accounts are earning today’s yields, and may even be worth more than the share price.

To look for current opportunities of  companies that have announced a merger, but not yet completed one, a source of information is Channelchek. Earlier this month, Better World Acquisition Corp. (BWAC) announced it will be merging with Heritage Distilling Co. The combined company expects to trade under the ticker CASK. A current research report detailing the planned acquisition along with valuation is made available here, from Noble Capital Markets.

Paul Hoffman

Managing Editor, Channelchek

Sources

https://www.spacanalytics.com/

https://www.sec.gov/oiea/investor-alerts-and-bulletins/what-you-need-know-about-spacs-investor-bulletin

https://www.bloomberg.com/news/articles/2022-08-15/burst-of-broken-spac-deals-sends-jitters-through-battered-sector#xj4y7vzkg

https://www2.deloitte.com/us/en/pages/audit/solutions/spac-services.html?id=us:2ps:3gl:spacB:awa:aud:050122:ad1:kwd-974274046309:spac%20transactions:p:c&gclid=CjwKCAjwzuqgBhAcEiwAdj5dRnY3WAKMPtIu2aNUS7q8B-gFNclweAQbi3qBjAM19Kua6P_-iN5XzBoCKk0QAvD_BwE

https://www.chase.com/personal/investments/learning-and-insights/article/what-is-a-spac

Are Trump-Related Media SPAC Investors in for More Surprises?

Image Credit: Trump White House Archive (Public Domain)

The Wild Ride of Digital World Acquisition Corp. Has Mostly Been Positive

You never know what kind of surprise you may eventually end up with when purchasing a Special Purpose Acquisition Corp (SPAC). Digital World Acquisition Corp. (DWAC) is the perfect example of how a SPAC can provide a wild ride for those that were originally involved in the IPO and those that have since been involved in the stock of the “blank check company.”  Before plans to merge with Truth Media, a subsidiary of Trump Media Group, it started out as most SPACs do, with a $10 a share price and a description of what an appropriate target would look like, and credentials of managing a financial company.

Most Recent

News impacting social media competitors to Truth Social and information involving the former President’s stature have historically driven prices of the acquiring company in a sporadic fashion. On Monday, DWAC took off by 66.5% to $29.10 during the trading day. On the prior trading day it had already risen 7% to $17.48. The impetus for this was news that Donald J. Trump was making plans to announce his candidacy as a Republican hopeful in the 2024 election.

The strong updraft of the DWAC price came the day before the US Election Day when political power struggles are at the forefront of most investors’ minds. It also occurred on the same day the former President announced plans to make a “Big” announcement next week.

Last week the SPAC shares rose after management delayed a shareholder vote — for the sixth time — on whether to approve a year extension to complete its merger with Trump Media and Technology Group. The shareholders meeting is now set for Nov. 22. DWAC’s deadline to complete its merger with Trump’s company had originally been in early September. However, the SPAC has said an SEC investigation of the merger deal delayed progress.

Source: Koyfin

Highlights of DWAC Price Action

October 2021 –  The chart above shows the upward SPAC spike (1,650%) as it became known in late October of its intent to merge with Trump’s fledgling social media venture. A retail trading frenzy had sent prices of the Trump media-linked SPAC, Digital World Acquisition Corp., ripping up an incredible 1,650% in just two days.

The stock reached a peak of $175, within two days and closed the week up 845% from an unusual amount of enthusiasm from retail interest.

News reports at the time highlighted the company had no fundamentals to speak of and te action was purely speculation and momentum.

Digital World Acquisition Corp. ended on the Friday at $94.20 after closing Wednesday at $9.96.

December 2021 –The stock traded off after the initial enthusiasm, especially after the media company fell short of its plan to have a beta version of Truth Social in November. It then caught fire later during the first week of December 2021. The impetus here was an announcement that the former President was raising $1 billion (mostly from family offices and hedge funds) to support the company’s projects.      

Federal regulators cast a dark cloud over the deal, beginning the second week of December. The SEC was overall looking at tax and accounting of all SPACs, this had the potential to impact DWAC. Additionally, FINRA requested information to investigate whether than were any improper communications between Trump Media and Digital World.

Image Credit: Trump White House Archive (Public Domain)

Moving forward that December, a new CEO of Truth Social was appointed. This was a former representative to the House, Devin Nunes from California.

January 2022 – On the 7th of January, the stock rose 20%, up 505% from the day the plans to merge was announced. The stock’s market cap was also up by the same percentage at $2.24 billion.

Plans were made to launch the social platform on February 21st. The company had been still sitting at lofty heights on faith, not an actual product.

In late January, the SPAC experienced its largest one-day jump of the year (to date), a 21% increase on no new information. There was, however speculation that the stock’s rally may have been connected to a Trump rally the still politically active Trump held in his home state.

As shown on the chart above, momentum for the stock was again building after a January 6 announcement of the launch date, the stock climbed 71%. Phunware (PHUN), the designer of the platform, was up 25%.

February 2022 – The Trump social media platform becomes available in the app store in late February and the price of DWAC increases 28% pre-market open. Institutional investors gain a new respect for the power of self-directed retail investors and the power they hold. Prices in February are sitting at a 750% increase from the day the SPAC merger was announced.

April 2022 – Two private investors bail on Truth Social, and shares of Digital World drop following a negative (30%) March. The share value has now declined 70% from its all-time high. Adding to the drag on values, new SPAC rules from the SEC cast even more doubt on the ability to bring the deal to a close.

June 2022 – Since the beginning of the year, the stock’s value dropped 47%. The SEC began expanding its inquiry into the proposed merger, having subpoenaed the company for more information on the deal. Investors think the deal will likely be delayed, perhaps even torpedoed.

July 2022 – Elon Musk made good on a Tweet to offer to buy Twitter. His intent was to “free the bird” and allow open discourse, in other words, turn it into what Trump envisioned for Truth Social. Both Trump and Musk have fans and foes, so the drama picked up when Elon suggested openly Trump ought to “hang up his hat and sail into the sunset.”

Prices of DWAC originally declined but then found their footing as expectations of Elon Musk successfully buying the huge competitor of Truth Social waned.

August 2022 –Digital World says it isn’t sure whether they are the right vehicle to take Truth Social public. And it wants to keep financials under wraps until it can decide. The SEC allows an automatic five-day extension.

It’s the regulatory and legal obstacles DWAC’s been faced with since announcing the merger that could have caused them to look for the surrender flag. The two entities were subjected to a federal criminal probe that caused every single one of the SPAC’s board members to receive a subpoena after already warning that any investigations would jeopardize the deal. Shares were down 73% since October.

November 2022 – The momentum that may have been responsible for the original run-up over a year earlier again surfaces as it is rumored that the ex-President with a massive amount of loyal followers will be running to be re-elected. “In a very, very, very short period of time, you’re going to be very happy,” former president Donald Trump told attendees at a rally on November 5.

Trump Media’s merger with DWAC still faces many legal and financial hurdles that have resulted in at least $138m in investment being pulled. Trump will post on Truth Social exclusively for 8 hours before posting elsewhere. He has been widely followed on the social platforms he has been part of, so whether investors support the potential candidacy, they’re almost certain it’ll drive traffic to the app.

Take Away           

One never knows what target companies a SPAC may unearth, if any, as a suitor for its acquisition plans. For investors that jump into the unknown early, before a SPAC announces any plans, their downside is somewhat limited as their investments are held in escrow as the target is procured. Should a deal be struck, they get to decide if they wish to stay involved. If, after two years, the SPAC fails to close on a target, investors still holding shares receive the original purchase price (usually $10), fewer expenses, plus interest. Considering how volatile other investments have been, this effectively puts a floor in to protect against the downside for investors near the $10 level.

Paul Hoffman

Managing Editor, Channelchek

Sources

https://www.theverge.com/2021/12/6/22821450/devin-nunes-ceo-tmtg-spac-dwac-truth-social-media

https://www.cbsnews.com/news/trump-announcement-november-15-mar-a-lago/

https://www.tradingview.com/symbols/NASDAQ-DWAC/history-timeline/#trump-spac-goes-soaring-2021-10-15

https://www.reuters.com/markets/us/exclusive-trumps-social-media-venture-seeks-1-billion-raise-sources-2021-12-01/

www.investors.com/dwac