This morning the treasury department finally issued guidance around the issue of share buybacks, which has been haunting the capital markets since August when the 1% excise tax was first introduced. And in the nick of time too, since the tax goes into effect in less than week.
To be clear, the purpose of the excise tax was never about SPACs, they just got caught in its crosshairs thanks to the SPAC’s redemption feature. However, for some context around the situation, the 1% excise tax came about as part of the Inflation Reduction Bill that was passed this summer. Senator Kyrsten Sinema, in a last minute change, insisted the tax increase on carried interest for private equity be removed and instead, as a concession, the 1% excise tax on stock buybacks was put in.
On its surface, it appeared to be specifically meant for the typical share buyback you think of when corporations literally buy back their stock. However, all sorts of asset classes were caught up in it and affected such as redeemable preferreds and SPACs since a “redemption” is considered a buyback as well. There was quite a bit of confusion as to its interpretation and so, here we are today with the Treasury Department putting out some much needed guidance for how companies should proceed. However, in typical government fashion, it’s about as clear as a foggy windshield in blizzard.
Nonetheless, it appears that SPACs undergoing a “complete liquidation” will be spared the excise tax. To wit:
GigCapital 5, Inc. (GIA) Signs Non-Redemption Agreements GigCapital 5 (NASDAQ:GIA) announced in an 8-K this morning that it has entered non-redemption agreements with third parties that will secure up to 2,042,903 shares from redemption. One of these third parties is Meteora Capital Partners and the investors have made this commitment with the caveat that none...
Anzu Special Acquisition Corp I (NASDAQ:ANZU) announced this afternoon that its stockholders voted in favor of the proposed business combination with Envoy Medical Corporation (“Envoy”), held earlier today. Details on the vote, along with redemption numbers, have not been filed yet, but the Company expects the business combination to be consummated on September 29, 2023....
Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. Pinstripes Expands Senior Leadership Team, Hires Chief Financial Officer and Chief Marketing Officer in Advance of Public Listing Pinstripes, Inc, a best-in-class experiential dining and entertainment brand combining bistro, bowling, bocce and private event space, today announced...
Athena Consumer Acquisition Corp. (NYSE: ACAQ) announced this morning that it plans to again adjourn its September 28 special meeting to approve its combination with German EV-maker e.GO without conducting business and will reconvene it at 4 pm ET September 29. The SPAC’s warrant holders are also to vote at at a meeting 30 minutes...
Integrated Wellness (NYSE:WEL) announced this morning that it has nixed its combination with vending machine operator Refreshing USA due to conditions of the combination remaining unfulfilled. The SPAC did not elaborate on what conditions those were, but the two sides have been past their initial outside date since July 31. Integrated Wellness still plans to...