COMPANY OVERVIEW
As a boutique investment banking firm, we help small cap issuers access capital markets while we enable institutional investors to gain access to choice small cap investments.
SPACs
Private Placements
WHAT WE DO
Our Track Record:
More than $7 billion in lead managed and co‑managed underwritings
As a boutique investment banking firm, we help small cap issuers access capital markets while we enable institutional investors to gain access to choice small cap investments.
We are most effective with offerings in the $10mm to $200mm range:
- IPOs (NASDAQ, NYSE, AMEX, OTCBB)
- Secondary & follow-on offerings
- PIPE offerings
- Private equity offerings
- M&A advisory
IPOS & SECONDARIES
Global Exposure
International Reach with Offices in New York and Switzerland
We differentiate ourselves as underwriters by empowering management teams using our global footprint:
- We add value by taking small cap management teams to stops outside the U.S.
- In addition to the major U.S. financial centers, our road shows routinely include London, Milan, Zurich, Geneva, Lugano, Hong Kong and Singapore as well as other financial capitals when appropriate.
- Wealth of experience in SPAC IPO issuance.
Introduction to SPAC IPOs
CLIENTELE
- They are institutions, private bankers and sophisticated high net worth individuals
- As deal manager we can allocate positions large enough to make a difference in an institutional portfolio, and we often arrange one-on-one encounters with company management
- They are fast growing companies in search of creative funding solutions
- We have raised capital for issuers in a variety of sectors including: biotech, energy, fashion, consumer goods, media, IT, healthcare, banking, renewable energy, real estate and others
- WIT has also been very active in managing, underwriting and distributing “blank check” or “SPAC” offerings since 2004
INSURED BY SIPC: YOUR INVESTMENTS, OUR PRIORITY
SIPC Insured
At Watermill Institutional Trading LLC, we prioritize the security and protection of our clients’ investments. As a distinguished member of the Securities Investor Protection Corporation (SIPC), we provide our clients with the utmost assurance that their assets are protected with the highest level of security.
SIPC offers limited coverage to customers of registered brokerage firms in the unlikely event of a firm’s bankruptcy or insolvency. This protection underscores our unwavering commitment to maintaining investor confidence and financial stability.
For more detailed information about SIPC and its comprehensive investor protection initiatives, please visit SIPC.org.
PRIVATE PLACEMENTS
We focus on transactions from $5mm to $30mm and match institutions with companies according to deal parameters.
We focus on attractive pricing for the investor. Private placements are normally priced below the market.
We focus on speed for the issuer. A normal secondary offering in the U.S. markets can require up to three months just to register.
WIT has provided private financing for market opportunities that could have easily been lost under a slower, registered offering.
A select group of institutions typically provide financing through an equity or a convertible issue.
Private placements require speculative risk tolerance, as they are illiquid, and carry a high degree of risk. Investors must be able to afford to lose their entire investment.
MERGERS & ACQUISITIONS
Proven Track Record
100+ Lead and Co-Managed SPACs with Successful Mergers
M&A is crucial for any small cap company that wants to grow.
Our Equity Capital Markets Team specializes in consulting for companies looking to be acquired by SPACs. We facilitate the process of going public on major US exchanges (NYSE/Nasdaq) for acquisition target companies.
Our international reach is an added dimension in brokering transactions.
INTRODUCTION TO SPAC IPOS
A Briefing on Special Purpose Acquisition Companies
Structured to offer downside protection / upside potential
- SPACs are blank-check companies that have no operations but go public with the intention of merging with or acquiring a company with the proceeds of the SPAC’s initial public offering (IPO).
- More than 200 SPACs have gone public (through an IPO) in the last 10 years, all of which were structured to allow the investors the right to choose to
- a) remain a shareholder at the time of the merger/acquisition or
- b) have their shares redeemed for the pro rata amount held in the escrow (typically the amount invested or more).
- In 2007 the SPAC sector represented over 25% of the U.S. IPO market. Over $2.7 billion was raised by SPAC IPOs globally in 2013, up from $327 million in 2012, according to Thomson Reuters data.
- The basic concept: A SPAC is typically structured as a publicly-traded company with cash, a strong management team, and a time-sensitive mandate to acquire an attractive operating business.
From the investor’s point of view:
- Typical SPAC terms give the investor a common share and a warrant position (both traded in the market). Investors are free to trade these securities like any other IPO.
- Most SPAC structures today hold at least 100% of the initial IPO price in escrow, invested in short term government securities. When a transaction is proposed, investors can redeem the share for the amount held in trust if not convinced of the merits of the acquisition.
- This provides upside opportunity if the acquisition is well received, but downside protection through the right to redeem the share.
- Both the share and the warrant are traded in the market so investors have the opportunity to exit the position at any time by selling.
- Upon announcement of a proposed acquisition, a proxy statement is filed with the SEC and investors can review the proposed acquisition to determine their interest in holding the position or exiting.
- Upon completion of the transaction, the escrow is distributed as proceeds and/or redemptions so if a shareholder decides to stay in the transaction the “SPAC” attributes are no longer applicable and the share may go up or down in value like any traded security.
From the acquisition target’s point of view:
- Merging with a SPAC is often a more efficient path to a public listing (as mentioned above in the quote from the management of Burger King).
- The SPAC structure is very flexible and allows for many different approaches to the financial transaction.
- The acquisition price is agreed to upfront and is not typically subject to the volatility of pricing in advance of a traditional IPO.
We view SPACs as an asset class that educated investors should consider adding to their portfolio. Over the last decade, Watermill Institutional Trading has served as managing underwriter on dozens of SPAC IPOs. If you would like additional information, click here to contact us and we will have a registered representative review the sector with you.
It is important to note that SPACs, while being structured to offer downside protection and upside potential, require high risk tolerance and investors must be able to afford to lose their entire investment.