代写MSIN0028 / Mergers & Valuation - LSA 2024/25帮做R程序

Assessment (non-exam) Brief

Module code/name	MSIN0028 / Mergers & Valuation - LSA
Academic year	2024/25
Term	3
Assessment title	LSA Coursework
Individual/group assessment	Individual

Content of this assessment brief

Section	Content
A	Core information
B	Coursework brief and requirements
C	Module learning outcomes covered in this assessment
D	Groupwork instructions (if applicable)
E	How your work is assessed
F	Additional information

Section A: Core information

Submission date	11/08/2025
Submission time	10:00 am London Local Time
Assessment is marked out of:	100%
% weighting of this assessment within total module mark	25%
Maximum word count/page length/duration	1,500 Words (As determined on Net Wordcount basis- see below. Student's own calculations are to be shown on Title Page
Footnotes, appendices, tables, figures, diagrams, charts included    in/excluded from word count/page length?	Following are excluded from the Net Word Count determinacon: - Title page - Footnotes (although it is not recommended that you use footnotes at all) - Exhibits (including tables or figures) excluding words within, up to maximum of two (2) pages using A4 sized pages and font size  of 10 or larger) -any/all Seccon and Part headings/sub-headings in your submission - Your seccon and sub-seccon headers - Any quotacons from Sec. F included in your submission - Appendices (see below) Do note that regarding Appendices: -These should be limited to a maximum of four (4) pages using A4 size pages and font size 10 or larger. -They should be used sparingly and only to complement the main text, rather than to provide key insights. Your main points and supporcng evidence should always appear only in the main body of your text.

Section B: Assessment Brief and Requirements

Title:

Resurgent Interest in SPACs: Have Fatal Flaws Been Addressed?

B.1 Summary and Background

B.2 Assessment Specific Basis, By Part

B.3 Some Further Guidance, Regarding This Assignment

SPACS were companies without commercial operations that were designed to raise capital through IPOs for the purpose of merging with an unspecified company in the future.

- Simonson (2021) 1

Generally speaking, one never permits that used car dealer to steer the decision about whether or not the ultimate buyer purchases that suspect used car clunker at that price. The conflict is obvious- the salesman is merely a facilitating intermediary in the customary merger game, and accordingly must never, ever to be confused with being a principal in the deal. SPACs represent Bleak House on steroids.

- MSIN0028 Module Leader

B.1 Summary and Background

This is an external research-informed, individual student diagnosis Course Work Assignment relating to the persistent financial carnage associated with the creative but highly unconventional financial engineering 'merger-esque' scheme that is today known as Special Purpose Acquisition Companies, or SPACs. 

Major part of this Assignment (Maximum 60% Refer to B.2, Part 1, below) calls for the student to deeply understand, comparative rank based on criteria of the student's own choosing and segment the more important failings of SPACs, especially as (mostly) emerging in the multiple upper-echelon top investigatory-oriented business media in 2020-1.

Second and secondary part of this Assignment (Maximum 28% Refer to B.2, Part 2, below) calls for the student to consider whether the apparent 'rebound' in interest in SPACs since around the end of 2023 reflects that the techniques most chronic flaws have been corrected, or instead, whether more desperate underwriters, un-financeable target companies and other deal intermediaries have simply decided to revive the discredited tactic in a scramble to boost their own short-term income.

The 'merger-esque' dismissive designation in the opening paragraph above is deliberate and accurate.

SPACs resemble established conventional AB mergers (Stern (1974), 39) or even rare ABC combinations (Holcim-Lafarge, in this module) in name only. SPACs represent a disjointed two-step, two-year counterfeit approach to M&A that despite being popular with many bankers is nonetheless an anathemas many/most of the objective/conservative/knowledgeable parties comprising the independent merger diagnostic community-at-large.

Not surprisingly, the latter, far larger constituency generally has no 'skin-in-the-game' (meaning no direct financial or career interest) in the SPAC schemes.

This convoluted, backwards financial exotic technique appears to have been devised for the sole purpose of artificially stimulating transaction volume for the benefit of the fee-charging intermediaries; these are the same secondary M&A stakeholders who merely serve as transaction facilitators in conventional AB and ABC business combinations.

Whereas the responsible corporate acquirer's prime motivation in pursuing a merger deal is usually to seek profitable strategic external investments in a manner that's far faster and more impactful than via internal capex investments (Course text C&M (2013) Fig. 1.2, 12), SPAC's banker-kidnapped process breaks almost every rule of achieving value-accretive mergers as prescribed in the M&V module and its C&M text for shareholders of acquiring firms, M&A's singular stakeholders of paramount importance.

Not too surprisingly, SPACs' recent historical performance assessed from the beginning of the convoluted and backwards two part process to its end has mostly been disastrous, for all but the bankers skimming off double fees (SPACs begin with a 1% IPO at the beginning and end with a 1% merger placement to end long-term acquirer at the end) has tended to be derisory.

SPACs' closing-first/maximise-fees-regardless-of-damage-to-M&A-clients orientation (Kellaway, 1/11, FT, also C&M Ch 2) affirms the Module Leader's Bleak House on Steroids description.

IPO-like funding of an open-ended pool of money designed to eventually purchase some target company in the future represents the first step in the SPAC sequence. If raising millions of dollars or pounds for a hazily-defined purpose appears to be rife for abuse, your instincts are accurate.

The one aspect somewhat similar in both SPACs (eventually, in second part) and conventional AB mergers is the attention to what is referred to in the MSIN0028 course text as target companies. In SPACs, the bait and switch is simple: seek to secure a seemingly attractive target at a cheap price and then offload that temporarily-owned entity to another mark, er company: a permanent acquirer company of customary demand.

While such maneuverings may seem straightforward to fee-first bankers, it is fraught with perils. Lacking skills or inclination in the two areas of merger diagnosis that separate winners from losers- defensive bidding reflecting merger's Most Mergers Fail (C&M Ch 5) or accurate synergies diagnosis, bankers are left to the dark pop-biz media arts of speculative hype in business rags primarily. Unwilling/unable to discern quality targets, a hype-worthy 'story' is instead deemed sufficient to ensure the scheme's double fees: IPO at front-end, traditional merger fees at back-end.

Financed at the beginning of the ~2 year SPAC journey and only placed with its permanent owner at the end (if all goes well, as rarely occurs), the true motivation of SPACs becomes apparent: skillful deal fee-extractors are able to extract double fees in the process, once for the financing, and later for the placement with permanent owners.

Facing overwhelming negative reaction from the objective financial analytical community in the years immediately following the COVID crisis (See Assessment Part 1 in B.2 and third illustrated exhibit in Sec F herein), one might be excused in believing that the discredited SPAC technique was dead and buried as of around the end of 2023.

With the possible exception of Li's Copula- the misinterpreted equation that helped dupe world financial markets into believing Subprime's fatal analytical flaw (that it is OK to grant high-ratio mortgages to deadbeats because home prices in the US always rise), few wooly notions have received more decisive condemnation on multiple bases, seemingly by all excepting the direct beneficiaries of the scheme.

Despite energetic hype by its few lower echelon boutique bank (only) and made visible by the SPAC maneuverings associated with Donald Trump's Truth Social network, it appeared by the end of ~2023 that SPACs were eliminated to all, with the possible exception of the few beneficiaries.

And yet, since that time, some coverage in more than one popular business media appear to suggest at least some rebound amongst some intermediaries and by some officials of some exchanges, raising some relevant question:

Is the Post-2023 apparent, partial rebound in SPACs poor standing significant and material? Do the underlying reasons for the correction of SPAC's worst abuses or/ and circumstances that have led to financial carnage, seemingly for all except the arranging bankers and their entourage?

OR, instead, is financial markets' historical tendency to "get amnesia' (Goldfarb, May 2025) the reason? Stated another way, the fatal flaws of SPACs were never fixed from the 2020-21 manifestations, just enough time has passed since those earlier cautions, that more reckless, desperate &/or opportunities perceive something to be exploited, again?

B.2 Assessment Specific Basis, by Part.

This Assignment is organised into three parts, each with its own specific subtotal maximum Students are to organise their work and headers based on these three parts only.

Both in-text referencing and overall (concluding references list) are required for this Assignment. As to the former, students are required to provide an explicit page number and/or URL within the in-text reference itself, in a manner that facilitates direct referencing checks by readers-markers.

Your coursework output must be organised in accordance with Parts 1-3, below (S/T marks in parentheses). Failure to do this will result in some reductions in the third (12 marks maximum) B.2 Presentation / Referencing / 'Readability' assessment part (3), below and may result in some credits being missed it may not be fully apparent that your research and subsequent diagnoses are complete and cover the specified areas.

1. SPACs' Deficiencies: Overall Assessment and Examination of Root Causes (60 Marks maximum, of 100)

This part of the assignment is characterised in general form. in B1. For all except fee-charges at the beginning of the SPAC backwards process, the financial carnage caused by the financial engineered process are almost too numerous to list, much less to diagnose with depth and clarity.

A partial list of such flaws spans public disclosure abuses, distortions arising from the artificial and arbitrary two-year period between the process at the beginning of the SPAC scheme and its end, initial IPO-like capital raising without any synergies knowledge into the possible target(s) where that front-end financing is directed. There are many others.

A table of student's own design with objective criteria of its own identification may be especially useful in distinguishing SPACs more egregious and financial-market (except to bankers) features. On some of these areas, different critics tend to have somewhat different perspectives as to (i) manifestation of the problem and/or (ii) root causes. The reader-marker is inclined to be especially alert for such differences, as how the student deals with them often differentiated between a low-diagnosis 'data dump' with insufficient diagnosis, and more advanced and complete probing investigation.

Some additional marks' detail:

The following are approximate upper and lower ranges for broad areas that would be expected to be covered (a partial list):

- The two date/ two transaction SPAC arrangement: facilitating more efficient mergers, or merely a grab by non-principals for fees? (15-25%)

- Structural problems with changes to some traditional merger initiation/analysis/decision roles being shifted from the buying principal to mere executionary middlemen, apparently to help create double fees for the latter. (30-50%)

- Despite premium versus synergy being established over a half-century as THE paramount merger success consideration (and an unmissable consideration in mergers for half that duration), independent/conservative/knowledgeable consideration of synergies is not only not dominant in SPAC schemes, but is disregarded in its entirety. (20-30%)

The beginning of your own search for quality supportive informative sources:

The aforementioned section from Simonson, Chancellor and Beales of Reuters Breakingviews, Kumar at Bloomberg. Acting SEC director of corporate finance cited in several articles on the subject at Financial Times (Creery, others): because of the recent nature of the SPAC scheme, many/ most of the initial independent/conservative/knowledgeable critiques of SPACs' numerous fatal flaws originated from the top-tier of investigatory business media in the COVID years of 2020-1. Academic papers generally are retrospective in nature and too slow to adequately address complex, recent topics: Klausner represents the exception to that rule. SPACinsiders' graphic from 2021 is one of three exhibits contained in this Assignment Brief's Sec F.

2. Resurgent Interest: New Insights, or Instead, just more desperate SPAC organisers or and 'unbankable' companies?   (28 Marks maximum, of 100)

This part of the assignment is also characterised in general form. in B1, in several parts. Is the apparent rebound hinted at in publications such as FT a matter of interested parties trying to resurrect something which by the end of 2021 could reasonably be described as completely discredited? From Big Data to Virtual Reality to universal banks (commercial & investment bank hybrids), financial rainmakers' 'fake it till you make it' has sometimes meant that a resurgence is invented in order to resurect moribund interest. Is that the situation here, since ~ end of 2023?

OR, is there something more substantial to reported 'rebound' whispers via some business media citing some underwriters, some exchanges, and others?

And IF the rebound volume is real and not just a mirage, does that reflect fundamental corrections to the most serious of SPACs' 2020-21 cited shortcomings (your Part 1, above) or instead, desperate 'unbankable' (e.g., WeWork) companies and fee-avaricious exchanges and bankers being willing to lower their standards, and re-consider the SPAC swamp?

Some additional marks' detail:

The following are approximate upper and lower ranges for broad areas that would be expected to be covered (a partial list):

-Actual problems with 'underwater' SPAC (cannot cover original amount), out of time, etc. (30- 40%)

- Troubled and non-bankable companies: It is just coincidental that WeWork (now out of business following a failed 9/19 IPO) appear to rush to SPACs as a low-bar, low-quality default, such as junior bourses in US, UK? (20-30%)

- What explains the reported recent increased interest of some major exchanges and investment banks in SPACs, especially as that's a complete reversal of very negative sentiment just a few years earlier? Fee desperation? Reassessment of quality of SPACs? Both? (20-30%)

The beginning of your own search for quality supportive informative sources:

SPAC Research (https://www.spacresearch.com) is a recurring resource utilised by analytical community. Editor Goldfarb of Reuters Breakingviews, who assembled several of his colleagues SPAC exposes in the COVID era revisited his key arguments recently and whether those still apply.

3. Presentation / Referencing / 'Readability' (12 Marks maximum, of 100)

Considerations in full available marks being awarded include:

- Student's submission follows documentation format, organisation and order as outlined above, with clear headers and relevant diagnosis

- Easily understandable by the reader, with key points following logical progression. Always avoiding mere opinion not supported by evidence and/or logic.

- Fully complete referencing as described herein in Sec A and Sec B, Part B.1

- Completeness of research investigatory effort and result, including (i) student's own diagnosis of key points raised by authors, rather than merely citing the authors, (ii) further examination and reconciliation where conflicting positions arise

- Complete avoidance of any and all MSIN0028 course materials, book, lecture slides, assigned readings etc. including Sec F in this Assignment Brief, since these are not qualifying external research sources for this Assignment.

- Avoidance by the student of mis-practices that tend to pull down marks. These include but are not limited to: meanderings into topics not specifically part of this Assignment (especially generalist tomes on other buybacks topics), introductions and conclusions paragraphs, 'cut and paste' extraction of exhibits from papers.

B.3 Some Further Guidance Regarding This Assignment

Dominant Perspective of this Module (also the Course Text) Is Unaffected

Key orientation of the MSIN0028 module and course text is directed improving traditional acquirer performance, which historically has been miserable (Ch 5 in C&M) as documented over decades. Be aware that nothing in the SPAC scheme has anything at all to do with addressing the root cause of this chronic M&A underperformance, in terms of the buyers themselves: insufficient applied synergies intelligence to inform. bidding maximums.

Do not be distracted by the 'novel concept error' presented by SPACs with regards to mergers. That 'error' involves becoming entranced with a previously unknown concept primarily because it is novel. Any delays in attacks on stillborn notions such as SPACs are not because the notion is legitimate and credible, but instead simply because the independent minds addressing the error have not then fully articulated their key points.

Other

Reiterating from this Document’s Section A: any and all use of or student access to any form. of Artificial Intelligence is prohibited. This has implications beyond a possible automatic mark of zero; but also possibly for students' academic standing at UCL and possibly even capability to receive degree. Be advised that Module Leader is a standing member of the UCL SoM Academic Misconduct Committee, with some experience in early identification of AI abuse.

(Be advised that even if a student is tempted to violate the ABSOLUTE AI PROHIBITION relating to this Assignment, the nature of the specified deliverable for this Assignment render such academic career-threating actions ineffective. Several UCL Module Leaders have become adept at developing markers' AI-guided analyses of their online-assigned topics, just to ensure that those generic AI treatments are known in advance and discredited for marking purposes. Whilst AI might sometimes assist some students in 'bluffing through' an assignment with broad platitudes and generic observations, experience suggests that at best, such deceptions by students tend to result in a minimum passing mark, and sometimes not even that. As a standing member UCL School of Management Academic Misconduct with some growing experience in AI abuses of this type, be aware that in the recent, I have not hesitated to raise these issues to the larger Committee for possible punitive consideration.

Also, the nature of the analysis as described in the parts of B.2 here (i) starts with deep understanding of leading independent/conservative/ knowledgeable mostly general business media sources (papers by Klausner appear to be amongst the only quality academic journal sources on the topic relevant to Step 1, given that SPACs are a relatively recent phenomenon).

Reiterating from this Document’s Section D, this submission is to solely be the work of the submitting student. This of course includes any and all communication, collaboration, cooperation or communication, up to and including plagiarism.

Students are forewarned that any separate and apart from any possible referral to the UCL SoM Academic Misconduct Committee, any suspicion by either the Module Leader/Module Organiser may possibly result in a suspension of any marks pending an on-camera viva or other means to ensure than absolutely every aspect of the submitted document has solely been done by the submitting student himself or herself, unassisted.

Section C: Module Learning Outcomes covered in this Assessment

This assessment contributes towards the achievement of the following stated module Learning Outcomes as highlighted below:

Preface: SPACs' appearance in financial markets occurred only after the end of the most recent Post- 1980 merger cycle per Figure 1.6 (32) in this module's text: 12/19. Nonetheless, SPACs are today highly topical (especially with some recent apparent resurgence) and are similar in key regards to some other alternative merger valuation techniques prosletised by closing-first intermediaries.

Thusly, the following general objectives are the same as arise in the MSIN0028 intermediary-hyped criteria for merger 'success', including but not limited to per the course text (i) success based on whether or not the deal closes, and (ii) 'qualitatives' easily manipulated by acquirers (Brouthers, Bruner)

- Understanding the difference between principals and intermediaries with regards to each merger stakeholder groups preferred methods for determining merger success or failure;

- The multiple arguments for affirming that the essential financial interests of continuing shareholders of the acquiring company represent the ONLY legitimate basis for independently/conservatively/knowledgeably assessing merger results;

- The critical importance of acquirer informed knowledge of realistically achievable synergies being at the centre of any legitimate merger assessment, in order to better protect against overbidding- a chronic problem given the Four Decades persistence that Most Mergers Fail (course text, Ch 5).