Among other things, 2020 will be remembered as a year that saw a boom in the use of Special Purpose Acquisition Companies (SPACs) as a robust alternative to an initial public offering (IPO). A SPAC is a company formed to raise capital in a public offering, with the offering proceeds serving as a blind pool of funds held in trust to finance the acquisition of one or several unidentified targets. As SPAC IPOs have surged in 2020, many companies and investors are evaluating transactions with SPACs--referred to as “de-SPAC” transactions—as an alternative to traditional IPO or merger & acquisition (M&A) liquidity events. A de-SPAC transaction consists of a merger between a private operating company and a publicly traded SPAC, with the shareholders of the private company receiving shares of the SPAC and/or cash as consideration. The result is that the private company becomes a public company, with a shareholder base comprised of the rollover shareholders, the SPAC sponsor, the SPAC’s public investors, and any private investors that participate in the deal through private investment in public equity (PIPE).

We share here the answers to key questions about SPACs, with an emphasis on important considerations for target companies and their investors.