site banner
PaperclipPerfector  7mo ago (text post)   2824 thread views

Small-Scale Question Sunday for March 24, 2024

Do you have a dumb question that you're kind of embarrassed to ask in the main thread? Is there something you're just not sure about?

This is your opportunity to ask questions. No question too simple or too silly.

Culture war topics are accepted, and proposals for a better intro post are appreciated.

1
Top Bottom Old Controversial Comments
Jump in the discussion.

No email address required.

So this is a SPAC deal. SPACs are an alternative way of taking companies public (i.e. turning a company owned by a small group of shareholders who all know each other into a company owned by stockmarket investors) which became popular during the pandemic for reasons which are not clear to me, but may be something to do with COVID and associated government policy making a conventional IPO harder. The basic idea is:

  • A financial sponsor (the bank, hedge fund, or private equity shop organising the SPAC) launches a company whose only asset is the cash the investors put into it. Typically the sponsor gets 20% of the equity in the SPACco but only puts in a small amount of money to cover operating expenses (this acts as a fee for the sponsor). The outside investors put in the money to fund the acquisition (usually hundreds of millions, sometimes low billions) and get 80% of the equity. The SPACco is a public company and may be listed on a stock exchange (DWAC was on Nasdaq). At this point investors are investing based on their confidence in the sponsor's ability to do a good deal.
  • The sponsor has two years to find a company to buy. (If they don't, the investors are reimbursed with interest and the sponsor is out of pocket for operating expenses and any legal/banking fees associated with failed deals). The shareholders in SPACco must approve the deal, and there is usually a provision for dissenting investors to pull their money out.
  • There are various ways of structuring the deal, but the usual end state is that the merged company ends up with the assets of the business being taken public and most of the SPACco cash (companies going public are almost always seeking to raise money to fund further expansion) and owned by a combination of the SPAC investors, the sponsor, and the former private shareholders in the target company.
  • The merged company either takes over SPACco's existing stock market listing, or seeks a direct listing if SPACco didn't have one. In either case the share ownership is sufficiently dispersed (among the SPAC investors) that there is no need for an IPO to create a liquid market.
  • Usually, the sponsor and target shareholders are subject to a 6-month lockup, but the SPAC investors can sell immediately.

Looking at EDGAR filings, DWAC was incorporated in May 2021, listed on NASDAQ in September 2021, and first agreed in principle to buy Truth Social in October 2021 (before Truth Social launched). So since then, DWAC shareholders knew that they were likely to end up owning Truth Social, and the shares traded on that basis. In other words, the original DWAC investors have had the chance to sell at a profit to people who actually wanted to own Truth Social for several years now. It isn't clear how many of the new DWAC investors were people who wanted to give money to Donald Trump for nefarious reasons (the largest single shareholder in DWAC apart from the sponsor was TikTok investor Jeff Yass who invested around the time Trump flip-flopped to oppose requiring ByteDance to divest the US business of TikTok). and how many were hoping to make money flipping a Trump-themed meme stock. (I find it unlikely that anyone involved actually values Truth Social this highly as an ordinary business).

When the merger finally closes after two and a half years of malarkey, we expected to see a small bump in the stock (because of reduced uncertainty), but we have seen a much larger bump (>50%). This is pure meme demand - anyone who know what they were doing could have bought DWAC stock at much lower price than they are now paying for DJT stock. The $3 billion (now $5 billion) is the value of Trump's 58% stake in the merged company (which owns Truth Social plus about $300 million of DWAC's cash), based on the price at which DWAC investors are selling small numbers of shares to meme-stock buyers in the public markets. The other 42% is owned by DWAC shareholders - roughly speaking 8% by the sponsor and 34% by the outside investors.

How can Trump get this money out? For the duration of the 6-month lockup, he can't. (He can't even pledge the shares to secure a loan). After that, he can sell shares in the market, but if he sells more shares than the demand from meme-stock buyers the price will collapse. The cash would come from meme-stock buyers. He also has the option of selling a large block of shares to someone who is willing to overpay as a way of bribing him. There is no way he can get billions in cash out of DJT honestly (unless the underlying business of Truth Social takes off in a way which would justify the valuation). Any cash he does get out will come from investors who were happy to lose money, either because they wanted to give money to Trump or for the lulz.

I have a suspicion Trump’s sudden flip on TikTok after speaking to Yass is that Yass implied ByteDance or other Chinese investors might buy Truth Social if they didn’t have to divest. I don’t know if he could pull it off, but I can certainly see Yass suggesting it as a possibility. And a few billion is really a small price to pay for the Chinese. Trump isn’t fully loyal by any means, but he does have a certain sense of quid pro quo, he really would be a lot more favorable to China if they bailed him out. Provided Congress goes fully red and given the fact that as president he has de facto control over CFIUS, he might even have a chance.

What is this place?

This website is a place for people who want to move past shady thinking and test their ideas in a court of people who don't all share the same biases. Our goal is to optimize for light, not heat; this is a group effort, and all commentators are asked to do their part.

The weekly Culture War threads host the most controversial topics and are the most visible aspect of The Motte. However, many other topics are appropriate here. We encourage people to post anything related to science, politics, or philosophy; if in doubt, post!

Check out The Vault for an archive of old quality posts. You are encouraged to crosspost these elsewhere.


Why are you called The Motte?

A motte is a stone keep on a raised earthwork common in early medieval fortifications. More pertinently, it's an element in a rhetorical move called a "Motte-and-Bailey", originally identified by philosopher Nicholas Shackel. It describes the tendency in discourse for people to move from a controversial but high value claim to a defensible but less exciting one upon any resistance to the former. He likens this to the medieval fortification, where a desirable land (the bailey) is abandoned when in danger for the more easily defended motte. In Shackel's words, "The Motte represents the defensible but undesired propositions to which one retreats when hard pressed."

On The Motte, always attempt to remain inside your defensible territory, even if you are not being pressed.


New post guidelines

If you're posting something that isn't related to the culture war, we encourage you to post a thread for it. A submission statement is highly appreciated, but isn't necessary for text posts or links to largely-text posts such as blogs or news articles; if we're unsure of the value of your post, we might remove it until you add a submission statement. A submission statement is required for non-text sources (videos, podcasts, images).

Culture war posts go in the culture war thread; all links must either include a submission statement or significant commentary. Bare links without those will be removed.

If in doubt, please post it!


Rules


Recommended Posts And Communities

Recommended Realtime Chats