Hyliion Inc.’s 28-year-old chief executive officer, Thomas Healy, will become a paper billionaire — a fact that’s sure to capture plenty of attention — as long as the shareholders of cash shell Tortoise Acquisition Corp. vote on Monday in favor of a merger with his company.
A Carnegie Mellon mechanical engineering graduate, Healy doesn’t spend a lot of time on Twitter and seems more modest than Nikola’s boastful chairman Trevor Milton, who resigned last week after a scathing short-seller report raised awkward questions about his company.
Unlike Milton, Healy isn’t trying build an entire truck. Hyliion’s main goal is to supply hybrid and electric propulsion systems that can be slotted into various manufacturers’ existing heavy-truck models and thereby lower their emissions and the total cost of ownership.
One can debate whether a truck component supplier that won’t generate meaningful revenue until 2022 should be valued at about $7 billion, as it will be after the deal. But ignore the technology — and Healy’s $1.5 billion anticipated net worth — for a second, and focus on the SPAC.
Considering the limited financial risk involved, the riches Tortoise’s creators are poised to reap are every bit as astonishing as Healy’s. Based on regulatory filings, I calculate the sponsor has sunk less than $7 million of its money into the SPAC and yet it will receive roughly $450 million in equity value from Hyliion.(1)
To put that in context, this is about 80% of the $560 million cash proceeds Hyliion gets by merging with Tortoise.(3) In a traditional initial public offering, bank underwriting fees usually don’t exceed 7% of the gross proceeds. This outcome may add fuel to the debate about whether SPAC’s high fees (known as the “promote”) are justified. There’s a question too about whether these fees are disclosed in a way retail investors can easily understand.
The dream of making such stonking returns is what’s driving the mania for launching SPACs. North American SPACs have raised more than $40 billion so far this year, according to Bloomberg data.
Tortoise is led by Vince Cubbage, a former oil and gas executive and ex-investment banking sector head at Banc of America Securities. He and Healy declined to be interviewed ahead of the shareholder vote, citing a regulatory quiet period.
In fairness, Hyliion almost certainly wouldn’t be on the cusp of becoming a public company if Cubbage hadn’t alighted on it as a target in March. By June Tortoise had completed due diligence and the two parties agreed Hyliion would be valued at $1.5 billion, including its cash. In their rush it looks like Healy left a lot of money on the table.
The retail investor frenzy that propelled Tesla Inc. to a $380 billion valuation this year — and valued Nikola at $29 billion — has boosted Tortoise and Hyliion too. Hyliion encouraged the association by comparing the merits of the three companies’ technologies.
Tortoise shares have more than quadrupled in value since the merger announcement. This is the SPAC equivalent of the first-day IPO “pop” that critics dislike because it shortchanges founders. Going public via a SPAC is less time-consuming than a regular IPO and it lets the target negotiate a sale price directly with the sponsor, rather than letting the price be determined by the whims of institutional investors or prevailing market volatility. But it doesn’t alleviate the pop problem, as my colleague Matt Levine has often noted.
SPAC sponsors are typically handed a fifth of the SPAC shares for free, which can allow for a profit even if the target they find is a dud. The really big money is made if the SPAC merges with a target whose value soars, as Hyliion’s has. That’s because a sponsor also receives warrants giving the right to purchase more stock if the price rises above a certain level.
Jay Clayton, chairman of the Securities and Exchange Commission, said last week that the U.S. regulator was examining how SPAC sponsors disclose their pay structures. The SEC reviewed Tortoise’s proxy statement and must have been happy with the way it disclosed the SPAC’s potential compensation. The information on shareholdings is all there but investors wishing to know the total potential financial return to the sponsor, including the warrants, must do a little math themselves.(2)
Before we decide traditional IPOs are outdated, it’s vital investors understand the financial interests that SPAC sponsors have. Otherwise founders and regular shareholders risk losing out.
In Hyliion’s case, I doubt anyone’s upset as everyone involved is getting rich — for now. Fresh from his success with Hyliion, Cubbage has raised $345 million to find another target via a second SPAC. But if the hype around SPACs and their zero-revenue targets fades, investors won’t always be so accepting of those fees.
(1) The sponsor paid $25,000 for its founder shares and another $6.7 million for the warrants. At current prices the Tortoise sponsor will own Hyliion shares worth $532million following the merger. I’ve subtracted from that the cost of exercising the warrants. The sponsor’s actual return may be affected by financial arrangements with directors and an investor Atlas Point Energy described in this proxy statement. Sponsors also incur costs outside the SPAC structure.
(2) A figure that includes the separate pool of institutional money known as a PIPE that Tortoise arranged.
(3) Tortoise’s proxy statement prominently explains the sponsor has interests in the merger that are different from regular shareholders, that the sponsor’s founder shares are worth $233 million and that it holds millions of private placement warrants. The proxy statementalso discloses the percentage share ownership if the warrants are exercised.
This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.
Chris Bryant is a Bloomberg Opinion columnist covering industrial companies. He previously worked for the Financial Times.
For more articles like this, please visit us at bloomberg.com/opinion
©2020 Bloomberg L.P.