美國經濟前瞻

相繼爆發的二房危機與信用市場緊縮疑慮，金融危機加上全球經濟普遍走弱，在成熟國家當中，歐洲與日本經濟下滑程度超過美國，歐元區與日本第二季GDP皆出現負成長，分別衰退0.8%與3%，英國則僅小幅成長0.8%；美國受惠於退稅政策發酵與出口成長帶動，第二季GDP成長達3.3%。今年次貸風暴持續挑戰美股投資信心，未來次貸風暴能否遠離的最大關鍵，主要將取決於美國房市景氣狀況。美國房市在歷經過去2~3年的房市衰退後，目前成屋和新屋銷售數量已經出現初步止跌跡象，不過房價跌幅尚未縮小。 過去一年美國政府陸續推出不同政策避免美國房市大幅惡化，第三季再度因應二房危機而推出新的房市紓困法案。美國財政部在9月7日正式接管二房，此舉有助投資信心回升、提升房貸需求與流動性，並促成整體信用市場改善。房貸利率在二房被接管後已迅速下降約0.5%，利率下滑有助房市提前觸底。美國政府9月下旬積極推出7,000
億美元計畫，將收購金融業不良資產債權。亦有利市場信心逐步恢復。隨著油價等商品價格大幅回檔後，將逐漸紓解各國通膨壓力，各國民眾實質消費能力將因而提升，對未來各國經濟成長將是重大正面利好。美國與日本的低利率政策將提供經濟復甦條件，明年未來若歐洲開始降息，則對歐洲經濟股市將轉而產生正面幫助。近幾日股市因各國政府分別推出救市政策而反彈。

美國資本市場的資金非常充裕，金融工具最爲豐富。又正值美國政府換屆,是企業為在美國上市開始做籌備工作的最佳時机。在美國主板上市後的再融資情況，不論通過私募或公開发行新股集資之能力，都比其他市場如星加坡、香港等有優勢，資金用途在符合上市條例範圍內，也沒有太多的規限。比較各海外主板市場，例如，香港，新加坡等，境外類似公司在美國上市的市盈率均有更為出色的表現。

利用募集之資金續步發展擴大規模和收購相關業务，使市值快速增長。在企業維持絕對控股之前提下，這个海外上市平台將創造一个同時提供大量資金和市值快速增長之雙贏局面。

WRASP - Simplest way to get US Main board listing

Congratulations to my client Rick Rappaport and his team at WestPark Capital in LA. They have pioneered a new structure to take companies public without an IPO, without a trading shell, without a self-filing and moving from being private directly to trading on the American Stock Exchange.

Dubbed a “WRASP,” the structure is very straightforward. First Rick sets up a Form 10 “virgin” shell. He then finds a private company that would qualify for listing on the AMEX but for not having a trading stock and at least 400 shareholders with at least 100 tradable shares each.

The next step is to complete a routine reverse merger with the virgin shell along with a contemporaneous PIPE financing, a traditional APO or alternative public offering. Then three things happen at once. First, a registration statement is filed with the SEC to register PIPE investors’ shares for resale, again a typical step. Second, a registration is filed for the post-merger company to effect a secondary public offering, which is underwritten by WestPark. Third, the application to the AMEX is filed and begun to be processed while the two registrations are pending.

At the end of the process, the first trades for the post-merger company take place on the AMEX among the new purchasers of the secondary public offering and the PIPE investor whose shares are also registered. For those who would prefer to bypass trading on the OTC Bulletin Board, this is a major advantage indeed. All this starting with the humble virgin shell.

It took Rick and his team two years get the process cleared through the regulators and it took eight months to get the first one through the AMEX, and now they have done several. It works. But this is very much a “don’t try this at home” thing. As with some complex reverse mergers, this is not for the uninitiated. There are a number of tricks and traps that Rick’s team has learned along the way. Plus it is not clear that AMEX is ready to have other players simply come in and try to copy Rick.

Thus, what to do? Rick has made clear he welcomes new entrants to the WRASP world. Even his investment banking competitors. He will happily partner on deals with others the first time around, even though he knows that may lead them to pursue it on their own thereafter. Disclaimer: My firm set up Rick’s shells for him that he is using for these transactions.

Some players complain that virgin shells do not have enough shareholders, and that only a trading shell with a history can be used when that is important. In most deals, however, the number of shareholders present at the time of the merger is not that important. As I discussed in my book, the shareholder base can be built over time with the help of capable investor relations and other advisers. Thus, many players have seen the benefits of virgins over trading shells in many situations.

The WRASP takes these benefits to the next level. Most agree that trading in a trading shell is not that important in the first few months after a merger. But many still feel that the shareholder base offered by a trading shell can be valuable, especially where a company has a near term plan to move to a higher exchange. In that situation, however, the WRASP provides a cleaner solution. The new shareholders in the secondary public offering are investing in the company in question, not left over shareholders from some other company. You start with a clean virgin shell instead of a shell with a history that needs to be scrubbed over weeks of due diligence. The cost of acquiring the shell is significantly less than the $600-800,000 charged for a controlling interest in a trading shell. The AMEX has made clear that a major attraction for them to accept the WRASP is by starting with a virgin shell.

The deals Rick has started with are Chinese, debunking another myth that Chinese companies strongly prefer a shell that is already trading. Just as in the mid-1990s SPACs started as a straightforward way to create a clean trading shell with cash, the WRASP may indeed provide another innovative, clean and legitimate alternative to a traditional IPO for a company ready to trade on a major exchange.

I hope Rick’s next stop is the Nasdaq! Hey anything is possible since the New York Stock Exchange has announced that they are proposing to change their rules to permit SPACs to list there.

Created by David Feldman