저자: 미상 · 외국인
요약 보기
빌 애크먼의 PSTH SPAC 딜이 SEC 제동 및 소송으로 난관에 처했고, 이에 대응해 SPAC을 청산하고 SPARC(특수목적 인수권리회사) 구조로 전환하는 제안이 나왔다는 내용. 결론: 이 영상은 PSTH 보유자에게 SPARC 전환안의 구조와 쟁점(SEC 승인, NYSE 규정 변경, 투자자 신뢰)을 설명하며, 예측성 가격 전망은 제시하지 않음. 소송 배경: 전 SEC 위원 등 두 교수가 SPAC의 단기국채 운용을 투자펀드로 봐야 한다며 소송을 제기. 진행자는 이를 사소한 문제로 보지만, 소송이 딜 진행을 오래 묶을 수 있다고 지적. 시간 압박: PSTH는 11개월 내 딜 또는 LOI, 이후 6개월 내 종결이 필요. 소송 불확실성 때문에 기업들이 PSTH와 딜을 꺼릴 수 있음. SPARC 제안: 애크먼은 SPAC을 청산하고 SPARC로 전환 제안. 주당 20달러 신탁금 환급, 새 SPARC 워런트 1개 추가 지급, 기존 워런트는 2025년 만기 대신 5년 워런트로 교환. 구조 차이: SPAC은 사전에 투자금을 모아 딜을 찾지만, SPARC은 워런트만 받고 딜 확정 시 투자금을 내는 방식이라 '백지수표'보다 '백지 차용증(IOU)'에 가까움. 시장 상황: PSTH 주가는 2월 약 33달러 고점 후 20달러 아래로 하락, 워런트는 약 65% 하락해 약 1달러. 행사가 23달러 대비 가치가 낮음. 승인 쟁점: SPARC 실행에는 SEC 승인과 NYSE 규정 변경이 필요하며 수개월 소요 가능. 기초 주식 없이 워런트가 거래되는 구조라 규정 정비가 필요. 투자자 반응: 1년간 자금이 묶인 투자자들은 기회비용과 손실에 불만을 표시. 영상은 PSTH 보유자에게 애크먼을 신뢰할지 묻고 의견을 구함.
다듬은 글
hey guys it's nick in my last video i talked about the bill ackman's back and what's been going on with that how they're getting sued how their deal fell through because the sec didn't allow it and so today there is news on what they are doing with the spac and it might surprise you so i'm gonna go through that and i'm gonna explain it as simply as i can using kind of pictures on what they are proposing for current shareholders of psth so if you're curious on what you would get in this new spark deal then check out this video so just to recap the bill ackman spec psth has been looking for a deal and they agreed to buy ten percent of universal music group but that deal was nixed by the sec and immediately after that they got sued now this suit was brought by two professors one of whom was a commissioner for the sec just in between 2018 and 2020 and their argument is that the spak and not just bill ackman's back but they're going after bill ackman because it's the biggest back and so it will set a president for all specs that the money that these spaks take in while they're waiting to find a deal they put this money in short-term treasuries and things like that short-term investments that gain some interest very little but so they say that that is an investment fund and therefore it's subject to the sec rules on investment funds so this is not just about bill ackman's back all the specs are doing this and to me it's kind of a non-issue they're just parking the money in short-term treasuries which are considered the risk-free rate 90-day treasury bills are considered the risk-free rate and so all these specs do that most companies do that when they're parking short-term money they put it in 90-day treasuries or something similar so the lawsuit itself isn't a huge thing however in the letter that he put out today he mentioned that this thing can tie up the psth spec for a long time and in the meantime they only have 11 months left to find a deal or get a letter of intent and then they have six months after that to close the deal so time is running out and in the meantime if they're stuck up with this lawsuit that they have to fight in court there's not going to be a lot of companies that are going to be interested in tying up a deal with the bill ackman's back while there's all this news of litigation and getting sued and all this stuff all kinds of uncertainty now i'm sure that's kind of what the people who brought this suit are hoping for that they will get paid to go away and maybe win this suit and have some kind of precedent that will apply to other specs in the future and current specs as well so bill ackman's solution to all of this is to get rid of the spak and go into a spark so let's take a look at this letter and see what it means for current psth stockholders and the warrant holders and what they could potentially get if they hang on so people in these reddit threads are not too happy about bill ackman and how he talked about what the current spec is so bill ackman is calling psth a leaky boat we are sinking and bill ackman said if you find yourself in a leaky boat oftentimes you are better off switching boats than patching leaks to complete the mission and so some comments here bill is the only captain not going down with his ship while all the passengers drown moving the needle for the little guy bill and his team took the only life boat umg for themselves and left everyone else to go down with this ship so that's kind of the sentiment about this so here in this barron's article today they give the details of what he's proposing so what's the difference between a spack and a spark well a spak is a special purpose acquisition company where a spark made up by bill ackman is a special purpose acquisition rights company so the difference is with a spac investors put up their money ahead of time of any deal being done and wait until a deal is done and then approve it with a spark investors just hold a warrant to the right to get into the deal but they don't have to put up any money until a deal is identified and they agree to the deal then they could put up their money so under this new plan ackman will liquidate the four billion dollar trust to shareholders at twenty dollars a share so everybody gets their twenty dollars a share back and they also receive one warrant tied to a new entity called pershing square spark holdings short for special purpose acquisition right company and ackman coined term but a lot of people who bought this offering in july 2020 and have been sitting with their money in ackman's hand for a year are not happy because they're basically getting no return on their money so in that offering the spax sold for 20 units consisting of a common share and one-ninth of a warrant exercisable at 23 after the spax merger so shares peaked around 33 in february and had consistently traded in the mid to high 20 range until just recently and psth stock has now dropped below the 20 a share original price and the warrants have gone down more than 65 percent in morning trading to around one dollar because the strike price is 23 the exercisable price and the stock is now trading below 20 so there is no value there now for this spark idea to go forward it still needs to be approved by the securities and exchange commission and it requires a rule change at the new york stock exchange which could take months this is because in the form of the spark there will be a warrant trading without the equivalent stock that the warrant is a warrant of so how do you have a warrant trading that's not on a stock that's yet to be seen and that's what they're trying to iron out and get approval for so if it is approved the pershing square spark will have 200 million spark warrants exercisable at dollars at the time of a merger and 22.22 million additional warrants exercisable at twenty three dollars just like the old warrant within five years after the sparks merger so the spark's capital structure will be approximately the same as pershing square tauntings just without the cash for a deal already sitting in a trust so like they say here the spark is more of a blank iou than a blank check each spark warrant represents a right to invest twenty dollars in a eventual deal that the hedge fund manager negotiates without a deadline and that's different from a stack in which the money is raised up front in an initial public offering with backers then going out to secure a merger usually within the next two years so let's take a look at how this deal currently looks and what the proposed spark deal will look like for shareholders that are holding right now so here are the investors and this is psth stock and psth warrants and so the original ipo investors they took their twenty dollars gave it to bill ackman and they got one share of stock and one ninth share of warrants so what bill ackman is saying is that under this back now that they're getting sued by these lawyers they're going to spend a lot of money fighting this or making them go away or whatever they're going to do in the meantime any company that might have been interested in doing a deal with the spac is now scared away from this and so they don't want to touch it because they don't want to get involved in the litigation and maybe the deal is not going to go through or whatever so it's one big uh messed up situation here the way he says it so now his proposal of what they want to do is they want to take away your warrant take away your stock give you your money back put it in your pocket and now you get a spark warrant along with your money so now you have your money and you have this warrant and you can sit here and wait and this spark will now go look for a deal now if the spark finds a deal then they will say okay they're going to tell these people who have the warrants hey this is the deal that we have if you're interested you have this warrant it's like a coupon to get into this deal or an iou or something like that and so anybody who holds this warrant they could say i like this deal and i will give you my money or i don't like this deal and i will keep my money so obviously if you don't like the deal you don't have to do anything and you keep your money if you do like the deal then you can trade in your warrant and your money or stock in the deal before the deal gets done so it it's kind of simultaneously you give us the money and the warrant and we have a deal on the table that all we need is the money and you guys get the stock and the deal is done so that's kind of what he's suggesting in this new structure for the spark and one other thing for those people that bought just the warrants that are going to expire in two years this new spark deal will exchange a five-year spark warrant for your psth current warrant right now so it is giving you more time because right now these warrants are going to be essentially worthless since the exercise price is 23 and the stock is trading at 20.
so if they redeem this stock at 20 these warrants will be worthless so they're exchanging them and giving you more time on them with the same 23 exercise price five years after a deal is done so you have five years after they make a deal to exercise this warrant at 23. so guys that's a look at how this new spark deal is gonna work how they will exchange your old shares for new shares and warrants and all of that stuff uh the big thing is one are they gonna get approval by the sec two is the new york stock exchange gonna change the rules just for him to let warrants trade before the stock actually trades it's kind of like a chicken and an egg thing and three are investors really going to trust bill ackman after they tied up their money for a year and they're kind of basically getting right back to where they started from as the market has gone up a whole lot in the whole year there's a lot of opportunity cost that people are complaining about as well as people who lost a lot of money on the psth stock itself so if you are a psth holder or warrant holder do you trust bill ackman to uh help you out and make it right with this spark deal let me know in the comments below if you would or if you intend to do this or if you just want to take your money and go on to some other investment if you like this video hit the thumbs up and i'll see you in the next one thanks for watching guys
Comments 0