Business
SpaceX SPV investors face uncertainty over holdings until post-IPO lock-ups
AI Summary
SpaceX's public debut has left some investors uncertain about their holdings in the company due to complex multi-layered special purpose vehicles (SPVs). These investors may not know their true holdings until post-IPO lock-ups lift, which could take several months.
The Uncertainty Surrounding SpaceX SPV Investments
SpaceX makes its public debut on Friday, but some investors who backed the company through special purpose vehicles (SPVs) still don’t know how many shares they’re entitled to or whether they’ll get any shares at all.The Complexity of Multi-Layered SPVs
Investing through SPVs, where multiple parties pool their money to invest in a single company, has been around for a while. However, SpaceX represents an unprecedented case of an IPO with multiple layers of these vehicles. Since demand for SpaceX allocations has been high, investors in an SPV have occasionally formed a new SPV from their shares, creating a structure sometimes stacked four or five layers deep.The Potential Risks for Investors
- Nearly a dozen SPV managers and secondary market investors said that backers in lower-tier vehicles might find they own fewer shares than they think or, in rare cases, that they may not receive any shares at all.
- The structural ownership of these vehicles has become so highly convoluted that even the best-intentioned SPV sponsors may end up inadvertently misleading their investors.
The Impact of Lock-Up Agreements
In most situations, these investors won’t learn how many SpaceX shares they actually own until the company’s rolling lock-ups, scheduled to take place over about four months, begin to lift. Lock-up agreements prevent insiders, including employees, their friends and family, and venture investors, from selling shares for a set period after an IPO to prevent excessive selling pressure on the stock.The Distribution of Shares
- The first-layer SPV will have 30 days to distribute stock to its investors.
- The next layer down likely won’t get its shares for as long as 30 days, meaning the vehicle below that must wait even longer to deliver stock to its own backers.
- For the final disbursement, the bottom SPV layer may have to wait eight or nine months.