Investment Strategy Archives - MGO CPA | Tax, Audit, and Consulting Services https://www.mgocpa.com/perspectives/topic/investment-strategy/ Tax, Audit, and Consulting Services Thu, 17 Jul 2025 19:57:55 +0000 en-US hourly 1 https://wordpress.org/?v=6.8.2 https://www.mgocpa.com/wp-content/uploads/2024/11/MGO-and-You.svg Investment Strategy Archives - MGO CPA | Tax, Audit, and Consulting Services https://www.mgocpa.com/perspectives/topic/investment-strategy/ 32 32 Unlocking Opportunities with Private Credit Funds https://www.mgocpa.com/perspective/unlocking-opportunities-with-private-credit-funds/?utm_source=rss&utm_medium=rss&utm_campaign=unlocking-opportunities-with-private-credit-funds Mon, 17 Feb 2025 16:25:36 +0000 https://www.mgocpa.com/?post_type=perspective&p=2736 Key Takeaways:  — The Rise of Private Credit  You may have noticed that private credit funds have exploded recently, with billions of dollars raised for private credit from U.S. investors in 2023 alone, following a decade of strong growth. According to PitchBook, the market grew from roughly $500 billion in 2012 to $1.75 trillion in […]

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Key Takeaways: 

  • Private credit funds enable diversification and deliver high-yield investment opportunities. 
  • Risk management and due diligence ensure private credit fund success. 
  • Regulatory compliance is critical for private credit market sustainability. 

The Rise of Private Credit 

You may have noticed that private credit funds have exploded recently, with billions of dollars raised for private credit from U.S. investors in 2023 alone, following a decade of strong growth. According to PitchBook, the market grew from roughly $500 billion in 2012 to $1.75 trillion in 2022. The rise in popularity of these funds can be attributed to a surge in businesses seeking new and alternative avenues to capital in a high-interest rate environment. Their popularity is also due to the advantages they offer investors, especially at a time when markets are uncertain and overall dealmaking has slowed to the point where many private equity firms are struggling to get funding for leveraged buyouts. While traditional banks are required to hold comparatively higher levels of capital to what they lend and are subject to rigorous regulatory scrutiny, private credit has greater flexibility in these areas. Private credit funds have also been outperforming traditional private equity ventures. In 2023, the private credit portfolios of seven listed private equity managers achieved a median gross return of 16.4%, compared to 9.8% for their private equity strategies—proving to many that private credit is an attractive investment opportunity. 

Why Should You Utilize Private Credit Funds 

Private credit funds offer you access to non-public markets and present a range of benefits not offered by traditional and public market investments. Through strong recent fundraising, they have been able to enter the lending market with a focus on high‑yield deals. 

Diversification 

Spreading exposure across multiple sectors and credit profiles is key for you to mitigate portfolio risk. Private credit funds work across a diverse range of credit instruments, including senior secured loans, mezzanine, and distressed debt, to offer higher yields than other types of investments. Private credit investments typically have low correlations with public market assets like stocks or bonds, so even when public markets are down, your private credit can perform well. Providing you with insulation against market volatility truly makes private credit funds an attractive investment vehicle for many investors.   

Risk Mitigation 

You can use private credit funds to take advantage of the risk mitigation strategies many companies have in place when they assess the viability of an investment. Asset managers can consider a company’s reputation, position in the market, longevity, risk mitigation and response strategies, and past financial performance when considering offering private credit. However, it is essential that asset managers don’t rely completely on a borrower’s own assessments of its qualifications for private credit. To take on the appropriate amount of risk and capture returns, long-term, fund managers must put each investment prospect through rigorous due diligence and risk management testing before committing. 

Custom Structures 

Another bonus is that private credit funds can be highly flexible, creating customized investment structures to generate alpha for investors. Often, private credit funds can offer value-added features that traditional banks cannot, including warrant coverage, equity kickers, revenue or profit-sharing agreements, and performance-based incentives. By tailoring bespoke covenants and maturity profiles, private credit funds can capitalize on shifting market conditions to offer a broad range of investment options and risk parameters. If you’re concerned with preserving capital, you can opt for senior secured loans, for example, while those seeking higher returns may opt for higher risk alternatives like distressed debt. 

Conversion to Equity 

Credit facilities and loans provided to companies by private credit funds often come with covenants setting out terms for the lender in case of a breach. In certain circumstances within a private credit fund, when a borrower defaults on a loan or breaches a covenant, the credit facilities can be turned into equity. Certain privileges may be built into the covenant, such as inclusion on a company board for the private credit fund, or even a takeover, should the covenant be tripped by the borrower. 

Opportunities for You as a Fund Manager 

If your financial firm is considering private credit funds as part of your overall investment strategy, you should take the following steps: 

Establish an Investment Strategy 

First, you have to determine the investment focus of the fund — senior secured loans, for example, or distressed credit — by conducting thorough research and analyzing the current economic climate. In times of economic uncertainty, sitting higher up in the stack can help foster investor confidence because it can lower the risks associated with the investment. For example, a focus on first-lien lending allows private credit fund investors to recoup their investments before others draw their equity in a liquidation scenario, which can serve as a balance against market volatility. Loans of this nature — sometimes described as “Tier 1” capital — have higher transaction speed and certainty than distressed debt, making them attractive, especially to more conservative investors. 

Second, you should develop a sound strategic approach to the size of companies the fund will target, and the industries in which they are active, to build a portfolio that can meet the fund’s investment goals. Investing in larger companies can strengthen a portfolio, as they tend to prove more resilient in the face of economic headwinds, with lower rates of default than smaller companies. 

Private credit funds can also target a broad range of industries where traditional banks have historically been less active. For example, infrastructure investments, where private credit funds lend to governments around the world, have expanded rapidly in the last few years, and Bloomberg estimates that this market could grow to $1.5 trillion by 2027. You should conduct thorough industry research to determine which industries your private credit fund will target. 

Enact Risk Management Protocols 

You should approach illiquidity risks common in private credit deals by aligning overall investment goals with short-, middle-, and long-term liquidity needs. To maintain appropriate levels of liquidity and mitigate risk, diversifying private credit portfolios is critical. A diverse portfolio will help drive stronger returns for you by offsetting the negative impact of individual defaults or downturns, which helps firms maintain consistent cash flow and the flexibility required to take advantage of future investment opportunities. 

Due diligence is key to successful deal-making, and the high levels of demand and competition for private credit fund investment mean that in the rush to secure investors quickly, some firms may risk deploying less robust due diligence processes. Private companies that seek loans from private credit funds may have their own due diligence protocols in place, but you should ensure that thorough care is taken when examining fund structures, borrowers’ credit history, and any conflicts of interest that may affect the value of the investment and increase the level of risk. 

Ensure Proper Compliance Protocols 

As private credit funds become increasingly active in the lending space, there has been a commensurate increase in scrutiny from institutions including the Federal Reserve on how they operate. You must monitor for — and stay ahead of — potential regulatory changes and compliance requirements. 

As with other types of deal-making, private credit funds must maintain and update their accounting, compliance, and reporting procedures to offer transparency to investors. Funds should also be vigilant about assessing internal conflicts of interest, especially if they are investing in both the credit and the equity of a company. In April 2024, the International Monetary Fund (IMF) published the second chapter of its Global Financial Stability Report, which called for greater regulation and oversight of the private credit market. Consulting regularly with legal and tax advisors can help asset managers head off risk from potential regulatory overhaul while maintaining the flexibility that makes private credit attractive. Sound management remains the key for you to driving return on investment by addressing potential tax implications and avoiding the fines, litigation, and reputational harm that may arise from non-compliance. 

Optimizing Success in Private Credit Funds with MGO 

MGO assists private credit fund managers in navigating the complexities of this dynamic investment landscape. From creating tailored investment structures to addressing risk and due diligence challenges, we provide comprehensive support at every stage of fund management. Our team ensures compliance with evolving regulatory standards, helping funds maintain transparency and avoid potential pitfalls like conflicts of interest or tax complications. 

By leveraging our experience in fund accounting, tax strategy, and operational consulting, we empower firms to optimize performance and build diversified portfolios that align with investor goals. Whether you’re structuring new funds, assessing credit risks, or ensuring adherence to compliance protocols, MGO offers the insights and resources needed to thrive in a competitive and rapidly expanding market. Contact us to learn more.

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Determining a Partner’s Interest in an Investment Fund Partnership When an Allocation Lacks Substantial Economic Effect  https://www.mgocpa.com/perspective/determining-partners-interest-investment-fund-partnership/?utm_source=rss&utm_medium=rss&utm_campaign=determining-partners-interest-investment-fund-partnership Wed, 12 Feb 2025 18:35:21 +0000 https://www.mgocpa.com/?post_type=perspective&p=2655 Key Takeaways:  — Many investment fund partnership agreements include income and loss allocation provisions that are driven by distribution rights but do not provide explicit instructions regarding a partner’s share of realized profit or loss. These “targeted allocation” agreements often reference an intent to achieve ending capital account balances commensurate with future distributions, with profit […]

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Key Takeaways

  • Tax law requires allocations without substantial economic effect to align with the partner’s interest in the partnership.  
  • The lack of IRS guidance on determining a partner’s interest can lead to complex audit challenges.  
  • Proper capital account maintenance is crucial for supporting partnership income or loss allocations.  

Many investment fund partnership agreements include income and loss allocation provisions that are driven by distribution rights but do not provide explicit instructions regarding a partner’s share of realized profit or loss. These “targeted allocation” agreements often reference an intent to achieve ending capital account balances commensurate with future distributions, with profit and loss allocations determined accordingly.  

From a tax perspective, existing partnership allocation rules provide significant flexibility in determining allocations among partners. However, with this flexibility comes a high degree of uncertainty. Tax law requires allocations that do not have what is known as “substantial economic effect” (SEE) to instead be made in accordance with the “partner’s interest in the partnership” (PIP). Unfortunately, Treasury and the IRS have provided little guidance for determining PIP. On IRS examination, this lack of guidance can lead to significant complexities under the existing partnership audit regulations, including imposition of imputed underpayment obligations, interest charges, and possible penalties.  

What is Substantial Economic Effect? 

The Internal Revenue Code provides that an allocation described in a partnership agreement will be respected only if the allocation qualifies as having economic effect, and the economic effect is substantial. Whether an allocation has SEE must be evaluated annually.  In the absence of SEE, the partnership must determine each partner’s distributive share of partnership income or loss based on PIP.   

Economic effect. An allocation of partnership income or loss will have economic effect if it commensurately affects the partner’s economic position. Treasury regulations set forth three safe harbors intended to give taxpayers certainty that an allocation of partnership income or loss will have economic effect: the general test, the alternate test, and economic effect equivalence. An allocation will satisfy either the general or the alternate test of economic effect only if: 

  • The partnership maintains capital accounts in accordance with the rules of Section 704(b); 
  • Upon liquidation of the partnership, liquidating distributions are required to be made to the partners in accordance with positive balances in their capital accounts; and 
  • The partnership agreement contains one of two types of provisions that require partners to make contributions or receive special allocations of income to eliminate a deficit capital account balance: (i) a “deficit restoration obligation” (DRO) in the case of the general test; or (ii) a “qualified income offset” (QIO) in the case of the alternate test. 

To have economic effect equivalence (the third safe harbor), allocations made to a partner that do not meet the general or alternate test will still be deemed to have economic effect if a liquidation of the partnership at the end of the current year, as well as at the end of any future year, would produce the same economic results to the partners as if either the general or alternate test were satisfied. 

Substantiality. The regulations also provide guidance on when economic effect will and will not be considered substantial. In general, the economic effect of an allocation is substantial if there is a reasonable possibility that the allocation “will affect substantially the dollar amounts to be received by the partners from the partnership, independent of tax consequences.” However, the economic effect of an allocation is not substantial if, as compared to the consequences absent the allocation (and measured on a net present value basis):  

  • The after-tax economic consequences of at least one partner may be enhanced; and  
  • There is a strong likelihood that the after-tax economic consequences of no partner will be substantially diminished. 

In other words, allocations that serve to reduce the partners’ collective tax liability lack substantiality. The regulations focus on two specific situations that may be viewed as lacking substantiality: (i) allocations of items of income or loss that reduce the partners’ collective tax liability without substantially affecting the economic effect among the partners (shifting allocations); and (ii) situations in which one or more allocations will be largely offset by one or more other allocations (transitory allocations). 

Many Fund Agreement Allocations Lack Substantial Economic Effect 

Although Treasury and the IRS have provided extensive guidance, the rules surrounding SEE remain complex, and many fund agreement allocations will not meet any of the safe harbors for economic effect. First, funds generally do not liquidate in accordance with capital account balances. Second, fund agreements typically provide that no partner shall be unconditionally obligated to restore a negative capital account balance; thus, most fund agreements do not contain a DRO. Third, it is unlikely that the fund’s allocation provisions have economic effect equivalence, which requires assurance that liquidation of the partnership, in any year, will result in partner distributions matching their capital account balances. Such assurance is often impractical and generally may be unreliable. 

Challenges in Determining Allocations Based on PIP 

As previously mentioned, when an allocation in a partnership agreement does not have SEE, the partnership must determine the allocation based on PIP. Despite the importance of defining PIP, the rules and examples found in Treasury regulations provide relatively little guidance for taxpayers. This uncertainty leaves allocations open to potential IRS scrutiny and challenge.  

The regulations generally provide that PIP should reflect, based on all relevant facts and circumstances, “the manner in which the partners have agreed to share the economic benefit or burden (if any) corresponding to the income, gain, loss, deduction, or credit (or item thereof) that is allocated.” The regulations further provide the following nonexclusive list of facts that will be considered in determining PIP: 

  • The partners’ relative contributions to the partnership. 
  • The interests of the partners in economic profits and losses (if different from that in taxable income or loss). 
  • The interests of the partners in cash flow and other nonliquidating distributions. 
  • The rights of the partners to distributions of capital upon liquidation. 

Special rule. The regulations also provide a special rule for determining PIP, according to which a partner’s allocations are generally determined with reference to changes in the partner’s right to capital following a hypothetical sale of the partnership’s assets at book value and a subsequent hypothetical liquidation of the partnership. However, the special rule applies only if (i) the partnership maintains capital accounts in accordance with Section 704(b); (ii) the partnership agreement provides for liquidation of the partnership in accordance with positive capital account balances; and (iii) all or a portion of an allocation of income or loss does not otherwise have economic effect under the general or alternate safe harbor test.  

Fundamental challenges in determining PIP. Partnerships — especially investment funds — face complex challenges and uncertainties when determining PIP, which may include the following:  

  • Investment funds often have multiple business and economic considerations that strongly affect the determination of PIP. Given this, PIP may not always correspond to the overall economic arrangement of the partners but can vary for individual items of income, gain, deduction, or loss. 
  • The economic arrangement among the partners in a fund is generally not defined by a single tax year, and future uncertainty can affect the economic arrangement over time. Therefore, PIP should not be viewed as static and may change over the life of the partnership.  
  • In practice, the special rule described above for determining PIP is unlikely to apply in many fund allocation structures because fund agreements typically do not require liquidation according to positive capital account balances. The method described in this special rule is often leveraged to determine partner “targeted” allocations when reference to changes in partner capital accounts drives the allocation. 
  • While the special rule may provide a reasonable method of allocation, the other factors delineated in the regulations should be considered when determining PIP. A holistic view of these factors may result in a PIP determination that is more consistent with the overall economic agreement of investment fund partners.

The Importance of Capital Account Maintenance 

The capital account maintenance rules are fundamental to determining the potential supportability of partnership income or loss allocations. Allocations made by partnerships that do not maintain partners’ capital accounts in accordance with the rules of Section 704(b) cannot have economic effect. In addition, the determination of PIP relies in part on a partner’s economic entitlement to partnership capital. 

Treasury regulations provide that proper maintenance of partner capital accounts requires upward and downward adjustments for specific items including contributions by the partner to the partnership; distributions from the partnership to the partner; allocations of items of partnership income, gain, loss, deduction, and certain partnership expenditures; and other adjustments such as required revaluations of partnership property in certain situations. 

Conclusion and Further Reading 

The determination of PIP is based on facts and circumstances; therefore, each situation needs to be separately addressed. In the absence of additional guidance, the best strategy in preparation for IRS examination may be a detailed, clearly documented assessment of each taxpayer’s particular facts supporting the determination of PIP. For additional analysis, practical insights, and a comprehensive case study, see Jeffrey N. Bilsky, “Investment Fund Allocations: Defining a Partner’s Interest in a Partnership,” Tax Notes Federal, July 8, 2024, p. 195. 

How MGO can help  

Navigating the complexities of investment fund allocations can be challenging, especially when dealing with tax regulations and maintaining accurate capital accounts. If you’re facing potential audit challenges or looking to optimize your tax strategy, our Financial Services industry group is here to help. Reach out to our team for tailored solutions that align your partnership agreements with tax requirements and accurately reflect each partner’s interest in the partnership. 

Written by Jeff Bilsky and Neal Weber. Copyright © 2024 BDO USA, P.C. All rights reserved. www.bdo.com 

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Beyond the Game: Charting Your Financial Path After Professional Sports https://www.mgocpa.com/perspective/charting-your-financial-path-beyond-the-game/?utm_source=rss&utm_medium=rss&utm_campaign=charting-your-financial-path-beyond-the-game Thu, 20 Jun 2024 12:27:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1213 Key Takeaways: — As a professional athlete, you’ve spent years honing your skills, building your career, and making a name for yourself. But what happens when the final whistle blows and your playing days are behind you? The good news is many athletes move on to highly successful and lucrative ventures after their time in […]

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Key Takeaways:

  • Many professional athletes go on to achieve even greater financial success in their lives after sports through proactive financial planning and capitalizing on post-career opportunities.
  • Having the right financial advisory team is crucial for transitioning athletes to make smart money decisions across areas like investments, business ventures, taxes, estate planning, and risk management.
  • With proper guidance, athletes can turn their playing careers into lifelong financial stability and growth through entrepreneurship, investments, and other lucrative second careers.

As a professional athlete, you’ve spent years honing your skills, building your career, and making a name for yourself. But what happens when the final whistle blows and your playing days are behind you?

The good news is many athletes move on to highly successful and lucrative ventures after their time in sports — some even making more money than they did during their athletic careers. With the right financial support and strategic planning, you can be one of them.

From Athlete to Entrepreneur: Maximizing Post-Career Opportunities 

The transition to life after sports can be incredibly rewarding, opening doors to new and exciting opportunities. Many professional athletes have not only avoided the financial pitfalls often associated with post-career life but have also thrived financially.

Here are a few notable examples of athletes who’ve achieved significant financial success with their second careers:

Kenny Smith

Kenny “The Jet” Smith played 10 years in the National Basketball Association (NBA), winning back-to-back championships with the Houston Rockets in 1994 and 1995. While Smith made just under $12 million over his playing years, as an analyst on the Inside the NBA alongside Ernie Johnson, Charles Barkley, and Shaquille O’Neal, Smith reportedly takes home $16 million per year.

Maria Sharapova

While Sharapova earned over $300 million during a career where she became just the tenth woman to win all four major championships, she retired at the young age of 32 in 2020. Since that time, she has established herself as an investor and entrepreneur — working with health and wellness brands like Therabody and Tonal — while also serving on the board of directors for luxury fashion house Moncler Group.

Derek Jeter

Jeter played 20 seasons at shortstop for the New York Yankees, winning 5 World Series titles before retiring in 2014. After earning over $265 million in MLB salary, Jeter went on to found Jeter Publishing with Simon & Schuster and the media company The Players’ Tribune in 2014, which publishes first-person stories from athletes. From 2017, he became part-owner and CEO of the Miami Marlins. 

David Beckham

Playing 21 seasons of professional soccer for teams like Manchester United, Real Madrid, the LA Galaxy, Beckham racked up league titles and millions in contract dollars. Retiring in 2013, he transitioned into a successful business career — starting the management company DB Ventures and collaborating with brands like HUGO BOSS. In 2018, Beckham brought Major League Soccer to Miami as co-owner of Inter Miami CF.

These examples demonstrate the wealth creation potential that exists long after an athletic career ends. Of course, it’s not just about what you do after your playing days are over; it’s also about what you do with your money.

The Role of Financial Advisors in Your Post-Career Success

The right financial advisors can help you navigate the complex financial landscape, assisting you to make smart decisions that will benefit you in the long term. Here are some key areas where advisors can support you:

Investment Planning

Post-career, it’s essential to make your money work for you. Financial advisors can help you develop a diversified investment portfolio tailored to your risk tolerance and long-term goals. This could include stocks, bonds, real estate, and business ventures.

Business Ventures

Many athletes transition into entrepreneurship. Advisors can provide invaluable support in evaluating business opportunities, developing business plans, and managing your ventures. Whether you’re interested in starting a restaurant, a retail chain, or a tech startup, having the right guidance can make all the difference.

Tax Planning

High earnings often come with complex tax obligations. A financial advisor can help you navigate these complexities, enabling you to take advantage of tax-saving opportunities and stay compliant with regulations.

Estate Planning

Protecting your wealth for future generations is crucial. Advisors can assist you in creating an estate plan that distributes your assets according to your wishes, minimizing tax liabilities and providing for your loved ones.

Retirement Planning

Even if you’re transitioning into a second career, planning for retirement is essential. Advisors can help you set up retirement accounts, plan for long-term care, and establish a steady income stream throughout your retirement years.

Risk Management

Life is unpredictable, and managing risk is a crucial part of any financial plan. Advisors can help you select the right insurance policies and develop strategies to protect your assets against unforeseen events.

Taking the Next Step in Your Post-Playing Journey

Transitioning from a professional athlete to a successful entrepreneur, broadcaster, coach, or executive is not just a dream; it’s a reality for many who have walked in your shoes. With strategic planning and the right financial support, you can turn your athletic success into lifelong financial stability and growth.

Remember, the game doesn’t end when you leave the field; it simply evolves. Embrace the opportunities ahead and put the right team in place to guide you through every step of your post-career journey.

How We Can Help

Our dedicated Entertainment, Sports, and Media team has extensive experience guiding professional athletes through all phases of their career journeys. We offer comprehensive financial services tailored to help you achieve continued success. Reach out to our team today to discuss how we can support your post-career goals.

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SPACs Surge: A New Route to Public Markets https://www.mgocpa.com/perspective/spacs-continue-to-surge-the-new-path-to-public/?utm_source=rss&utm_medium=rss&utm_campaign=spacs-continue-to-surge-the-new-path-to-public Sat, 15 Aug 2020 03:23:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1669 In a year defined by historic economic and social disruption, traditional paths to raising capital have largely shuddered to a halt. Yet many businesses, whether growing or struggling, need capital now more than ever. Filling the role typically held by the initial public offering (IPO) and reverse takeover (RTO) processes, Special Purpose Acquisition Companies (SPACs) […]

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In a year defined by historic economic and social disruption, traditional paths to raising capital have largely shuddered to a halt. Yet many businesses, whether growing or struggling, need capital now more than ever. Filling the role typically held by the initial public offering (IPO) and reverse takeover (RTO) processes, Special Purpose Acquisition Companies (SPACs) have stormed back to prominence on Wall Street by raising capital at a record pace … and then injecting those funds into capital-needy industries and companies. With traditional M&A and IPO opportunities stalled, the return of the so-called “Blank Check Companies” couldn’t be more timely.

Mergers with SPACs have always been an alternative to traditional IPOs. With the IPO market effectively minimized for the time being, SPAC mergers are an increasingly desirable public market liquidity option for private companies.

What the Numbers Tell Us

2020 is a record-shattering year for a revitalized SPAC market. According to data provided by ELLO Capital, there have been 95 SPAC IPOs so far in 2020, raising $37.8 billion (average size: $397 million). That compares with 59 in all of 2019, which raised $13.6 billion (average size: $230 million).

On July 22, 2020, Pershing Square founder Bill Ackman raised $4 billion in the IPO of Pershing Square Tontine Holdings Ltd., the largest SPAC IPO to date. With an initial target of $3 billion, the SPAC included a unique pricing approach: a fixed pool of warrants to be distributed to shareholders who accept a subsequent deal – increasing the take for approvers.

“COVID-19 is likely a direct cause of the acceleration in SPACs this year, as global lockdown policies have restricted travel and the ability to do roadshows. As a result, SPACs have largely replaced traditional IPOs,” said Mark Young, co-founding partner of Bridge Point Capital. “Plus, SPACS appeal to the high-growth technology sector, which has led the market recovery post-February correction, and continue to drive growth in the work-from-home economy.”

SPACs: Rules of the Road

  • Speed is the name of the game – Leveraging the market expertise of leadership team, a SPAC can raise funds in a matter of days, without the time and resource demands of a roadshow.
  • Minimum value is set – The acquired company/companies must have a minimum value, generally 80% of the fund the SPAC has in escrow following the IPO. Multiple closings, obviously, complicate the otherwise-simple SPAC process and inject completion risk into the transaction.
  • The clock is ticking – There’s a deadline reality for both the SPAC and the target: If the SPAC doesn’t close the deal by the deadline, it must return the funds it raised in its offering. On the flip side, getting near the deadline can help give a target company some leverage.
  • Valuation risk – Investors in SPACs are very much like IPO investors: there is an expectation that they are buying at a discount and there is significant growth potential around the corner. They are not looking for turnaround stories. In turn, SPACs are perceived as focused on growth verticals.
  • Shareholder approval required – The SPAC is a public company that inherits all the baggage – reporting/regulatory demands, liabilities, etc. – of a public company. Approval by target company shareholders likely will be required. And the SPAC would need to file a proxy statement and secure approval from the Securities and Exchange Commission.
  • Redemption risk – Here’s an interesting twist: At the time of the transaction, the SPAC’s public shareholders can redeem their stock. The risk: the SPAC’s cash availability – which might be needed to complete the transaction – could take a hit if the redemptions are significant.
  • Warrants also in play – Sometimes the purchase price includes stock; the value of those shares are impacted by the associated rights. In most cases, the warrants can be exercised at a premium to the original offering price. What can happen: the valuation of stock included in purchase price may rise above, or fall below, the value of the stock issued to a target. The driving factor: can a deal actually get done.
  • Navigate the de-SPAC phase – Definition: the time between the definitive agreement and closing. What needs to be done: communicate details of the transaction to the SPAC’s stakeholders. The goal: optimize the story, educate sales people, engage analysts – protect value.

The Record So Far

DraftKings (NASDAQ: DKNG): Shares in the online fantasy and gambling company jumped to $18.69 per share when the merger agreement was announced in December, and then edged up to $19.35 per share on the first day of trading, Since then, the price has climbed to about $44.00 per share before settling back into the $37.00-$40.00 area. Its current market capitalization is over $13.5 billion.
Virgin Galactic (NYSE: SPCE.N): The Richard Branson-backed competitor to Elon Musk’s SpaceX and Jeff Bezos’ Blue Origin, Virgin Galactic shares currently trade in around $17.00-$20.00, about double their late October day-one level, and more than three times their low of $6.90 per share. The stock has reached a high of $42.49 per share, and the company’s current market capitalization is $3.9 billion.
Nikola (NASDAQ: NKLA): The green truck company has been on a roller-coaster ride since its late June debut. It has climbed as high as $93.99 at one point and currently trades at about $37.00 per share. Market capitalization is just under $14 billion.

Leading the way is a pending deal from Churchill Capital Corp. III, which has agreed to acquire health-cost management services provider MultiPlan for $11 billion. This would make it the largest ever SPAC deal.

“The healthcare and life sciences industries are two sectors likely to continue driving SPAC growth in the COVID-19 era,” said Nadia Tian, co-founding partner of Bridge Point Capital. “This is because healthcare traditionally outperforms the market in a recession, SPACs allow biotech companies to have more cash on hand than a traditional IPO, and the government and consumers are especially focused on these areas as we search for solutions to the COVID-19 outbreak.”

Final Thoughts

Private companies that were planning an IPO or other significant M&A deal before the global economic downturn caused by the COVID-19 pandemic may want to seriously consider a SPAC deal. As with all transactions significant, intensive planning, vetting, due diligence and other considerations must be undertaken.

MGO’s dedicated SEC practice has experience with IPOs, RTOs, M&A deals and the unique characteristics of SPAC acquisitions. To understand your options, and the path ahead, please feel free to reach out to us for a consultation.

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Growing Opportunities for China-Based Firms in the U.S. https://www.mgocpa.com/perspective/growing-opportunities-for-china-based-companies-in-the-us/?utm_source=rss&utm_medium=rss&utm_campaign=growing-opportunities-for-china-based-companies-in-the-us Mon, 18 Nov 2019 11:02:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1311 The explosion of China-based companies making their debut on U.S. exchanges continues. Companies are finding the availability of capital and opportunity too attractive to pass up. Though the process is complicated, MGO has deep experience taking foreign entities public on various U.S.-based exchanges, including the NASDAQ. In addition, MGO understands the Asia-based investment portfolio, distinct […]

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The explosion of China-based companies making their debut on U.S. exchanges continues. Companies are finding the availability of capital and opportunity too attractive to pass up. Though the process is complicated, MGO has deep experience taking foreign entities public on various U.S.-based exchanges, including the NASDAQ. In addition, MGO understands the Asia-based investment portfolio, distinct investment processes, and the varied business models for companies operating in Asia.

Alternative Paths to U.S. Exchanges

There are a variety of reasons companies would prefer to avoid a traditional IPO. For those entities we provide tailored solutions during the entire go-public process — or portions of it — including the pursuit of alternatives such as a Regulation A+ offering and reverse mergers. We help each client find the path that’s right for your unique needs.

Bridging Cultures

Our China practice has the language skills and cultural understanding to navigate market complexities. Call or contact us online to find out how we can help you.

The post Growing Opportunities for China-Based Firms in the U.S. appeared first on MGO CPA | Tax, Audit, and Consulting Services.

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