Category Archives: Financial Markets

All Houston SPACs to restate financials following SEC statement

All 11 Houston-area Special Purpose Acquisition Companies (SPAC) have now announced that they will restate their financial results following the SEC staff statement on April 12.  In addition, three other Houston public companies that went public via a SPAC have also announced that they will restate.

On April 12, the SEC issued a staff statement that stated that some of the SPACs had accounted for warrants incorrectly in their Initial Public Offering.  They should have been accounted for as a liability, instead of equity. More background can be found in my post of May 2.

A few of the SPACs have already restated their financials. A summary of what has been disclosed so far is set out in the table below.

In addition the following local companies that went public via a SPAC have announced they will restate;

  • US Well Services (Nov 2018)
  • Target Hospitality (Mar 2019)
  • Golden Nugget Online Gaming (Dec 2020)

 

CompanyIPO DateIPO $mWarrantTaking publicValue $m
Delwinds Insurance AcquisitionDec-20$200$11
ESM Acquisition CorpMar-21$300n/k
Flame Acquisition CorpFeb-21$250n/k
Genesis Park Acquisition CorpNov-20$150$37Redwire$615
Good Works Acquisition CorpOct-20$150$9Cipher Mining $2,000
Industrial Tech AcquisitionsSep-20$75n/kArbe$573
Landcadia Holdings IIIOct-20$500$28Hillman Group $2,640
Landcadia Holdings IVMar-21$500$33
Newhold Investment CorpJul-20$150$22Evolv Technology $1,250
Peridot Acquisition CorpOct-20$300$18Li-Cycle $1,100
Peridot Acquisition Corp IIMar-21$360n/k

Two local companies to restate financials as SEC bursts SPAC bubble

For the last few months, there has been a surge of blank check companies or SPACs (Special Purpose Acquisition Companies) going public. However, it has gone very quiet since early April as the Securities and Exchange Commission (SEC) has now weighed in.



On April 12, the SEC issued a staff statement that stated that some of the SPACs had accounted for warrants incorrectly in their Initial Public Offering.  They should have been accounted for as a liability, instead of equity.

Certain contracts, such as warrants, may be settled in the stock of the entity. They can be classified as equity, rather than as a liability, but it depends on the fact pattern. For instance, an equity-linked financial instrument must be indexed to the entity’s own stock in order to qualify for equity classification.

For some SPACs, the warrants included a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants.

In other words, in the event of a qualifying cash tender offer (which could be outside the control of the entity), all warrant holders would be entitled to cash, while only certain of the holders of the underlying shares of common stock would be entitled to cash. Therefore the tender offer provision would require the warrants to be treated as a liability measured at fair value.

Local companies restating

Among a slew of SPACS that have filed that they will restate their financial statements are two Houston-area companies, Landcadia Holdings III and Genesis Park Acquisition Corp.

Landcadia III (a Tilman Fertitta SPAC) went public in October 2020, raising $500 million. In January, it agreed to take The Hillman Group in a deal valued at $2.64 billion. The company has already filed its restatement. At December 31, 2020 it increased its liabilities by $56 million. It recorded the offset as a loss (non-cash change in fair value of warrant derivative liability).

Genesis Park went public in November 2020 in an $150 million IPO. In March, it agreed to take Redwire, a space technology company, public in a $615 million deal. Genesis has not yet quantified the amount of the restatement.

[UPDATE 5/8/21]

Two more Houston-based SPACS have restated their financial results.

  • Good Works Acquisition Corp ($150 million IPO) booked a $9 million warrant liability and a loss of $1.2 million on the fair value).
  • Peridot Acquisition Corp ($300 million IPO) booked an $18 million liability and $22.5 million loss on the fair value.

Good Works has announced plans to take Cipher Mining public while Peridot is doing the same with Li-Cycle.

SEC and Financial projections

The SEC is also weighing a crackdown on the projections made when a SPAC takes a private company public (also called a de-SPAC). In a public statement made on April 8, John Coates, the acting SEC Director, Division of Corporation Finance stated that the heightened scrutiny placed on projections in a traditional IPO should also apply to the de-SPACs. While this is not yet a public policy, it is clear where the SEC is headed.

 

 

 

Houston charged with defrauding investors in oil and gas deals

Arael Doolittle has been charged with taking $1.2 million from 21 investors through fake oil and gas deals. A federal grand jury returned a 12-count indictment.

Mr Doolittle operated Sariel Petroleum and Sariel Enterprises. He had an associate, a Houston realtor, pose as a distillates trader working for Chevron. The associate established a bank account in the name of Chevron USA Products, without permission from Chevron.



In 2017 Doolittle persuaded Dominion Resources Trading (‘DRT’), a small outfit in Las Vegas to work with him to find investors for oil and gas transactions he was working on. DRT ultimately forwarded on $1.25 million from 21 investors to Sariel Petroleum. Doolittle provided falsified records to DRT that appeared to show $1,209,600 of the funds has been used to buy product from Citgo.

Doolittle created letterhead and emails that appeared to come from Chevron. He also persuaded an attorney and a banker to provide attestation letters and assurances to potential customers and investors.

In a separate case in the Southern District of Texas, Chevron sued Sariel Petroleum in January 2018 for trademark infringement. After a jury trial, Chevron was awarded a $15.6 million judgement against Sariel in April 2020.

Doolittle is charged with eight counts of wire fraud and four counts of engaging in monetary transactions in criminally derived funds. Wire fraud carries a potential 20-year-maximum sentence and a possible $250,000 maximum fine. If convicted of any of the other four counts, he faces the same fines and up to 10 years imprisonment.

https://www.justice.gov/usao-sdtx/pr/houston-man-charged-defrauding-investors-oil-and-gas-deals

Doolittle indictment

Seven Houston companies have gone public in recent weeks

Seven Houston-area companies have completed their Initial Public Offerings (IPO) since the beginning of September.

Academy Sports & Outdoors, raised $203 million by selling 15.6 million shares at $13, well below the range of $15 to $17.  The shares (ACO) are currently trading at $14.76, giving the company a market capitalization of $1.3 billion.  It has its head office in Katy.



Kiromic Biopharma completed its IPO on October 15. The company initially filed back in May. It is based in the Medical center district and is developing immunotherapies for blood cancers and solid tumors. Kiromic raised $15 million by offering 1.3 million shares at $12. This was at the low end of the range $12 to $14. It is trading on the Nasdaq under the symbol KRBP.

Greenwich Life Sciences is another biotech company developing immunotherapies for breast cancer. The company, based in Stafford, raised $7 million by offering 1.3 million shares at $5.75 each. That was much lower than the original plan of raising $21.6 million at $7.50 to $8.50 each.

The remaining companies that went public are blank check companies.

Good Works Acquisition Corp raised $150 million. The company has its head office in the Galleria. It will trade on the Nasdaq under the symbol GWACU.

It is focused on finding a business in financial distress with an enterprise value of between $400 million and $600 million. Fred Zeidmann is the Chairman and CEO. He has served as Chairman of Gordian Group LLC, a U.S. investment bank specializing in board level advice in complex financial matters since December 2014.

Landcadia Holdings III completed its IPO on October 8. It raised $500 million and is listed on the Nasdaq under the symbol LCYAU. This is the third blank check company launched by Tilman Fertitta, CEO of Landry’s and Richard Handler, the CEO of Jefferies. As before, the company plans to acquire a business in the consumer, dining, hospitality or entertainment sectors.

Peridot Acquisition Corp has its head office in the River Oaks area. It raised $300 million and is listed on the NYSE under the symbol PDAC.U

The company is looking to buy a business that focuses on environmentally sound infrastructure, industrial applications and disruptive technologies that eliminate or mitigate greenhouse gas emissions. The target should have an enterprise value of between $800 million and $2 billion. Carnelian, a PE firm based in Houston, is backing the company. It has $1.8 billion in cumulative equity commitments in traditional E&P companies.

Industrial Tech Acquisitions raised $75 million. The company has its head office in the Galleria area. It is seeking to buy a technology business operating in the industrial or energy area. This includes software, mobile and IoT (Internet of Things) applications, cloud communications and ultra-high bandwidth services. Targets would have an enterprise value of between $250 million and $500 million.

The complete list of Houston-area public companies can be found here.

 

 

 

Three Houston blank check companies file to go public

Three Houston-area blank check companies have filed to go public in the last few days. This is part of a record year for such companies. According to the Wall Street Journal, blank check companies have raised $41 billion so far this year, compared to $14 billion last year.



Landcadia Holdings III

Landcadia Holdings III filed to go public. This is the third blank check company launched by Tilman Fertitta, CEO of Landry’s and Richard Handler, the CEO of Jefferies. They plan to raise $500 million. As before, the company plans to acquire a business in the consumer, dining, hospitality or entertainment sectors.

Landcadia Holdings went public in 2016 and acquired Waitr Holdings, an online food ordering and delivery service, in 2018 for $308 million. The business has had a rough ride since (3 CEO’s and 3 CFO’s), though the pandemic has been good for the business.

Landcadia Holdings II went public in May 2019. It is in the process of buying the Golden Nugget Online Gaming business from Landry’s.

Genesis Park Acquisition

Genesis Park Acquisition Corp has filed for a $200 million IPO. The company is led by chairman David Siegel, who is also Executive Chairman of an ultra-low-cost airline carrier, Sun Country Airlines. Together with CEO Paul Hobby (the Founding Partner of PE firm Genesis Park LP), they are seeking a business in the aviation sector with an enterprise value of between $500 million and $1 billion.  The CFO is Jonathan Baliff, former CFO and CEO at Bristow.

Delwinds Insurance

Delwinds Insurance Acquisition has also filed for a $200 million IPO. It is a blank check company formed by The Gray Insurance Company. CEO Andrew Poole is an investment consultant at Gray while CFO Bryce Quin, is a process improvement specialist at Gray. They previously led a blank check company called Tiberius that went public in 2018. It subsequently acquired International General Insurance earlier this year.

Delwinds plans to target businesses in the insurance technology sector or brokers or carriers that use insurance technology (i.e using data analytics or artificial intelligence to better price risk or automate back offices procedures).

Recently gone public

Peridot Acquisition Corp became the latest Houston-area blank check company to go public when it raised $300 million, effective September 23, 2020. The business was formed by Carnelian Energy Capital and is seeking a business with a positive environmental impact.

Industrial Tech Acquisitions raised $75 million in early September. It is searching for industrial and energy technology businesses with an enterprise value of between $250 million and $500 million.

Graf Industrial, which went public in October 2018, is in the process of acquiring Velodyne Lidar, based in San Jose.