With the Security and Exchange Commission’s proposed changes to regulations regarding special purpose acquisition companies looming, JPMorgan Chase & Co. and Goldman, Sachs & Co. have stepped out on a pending deal.
JPMorgan and Goldman have withdrawn from various roles tied to the January merger of Angel Pond Holdings Corp. (POND) — a SPAC founded by Theodore Wang, a former partner at Goldman Sachs Group Inc. (GS), and Shihuang Xie, a co-founder of Alibaba Group Holding Ltd. (BABA) — and Redwood City, Calif.-based open source database developer MariaDB Corp. AB.
The firms made the withdrawal public in a filing on May 24.
The two investment banks are playing duck and cover because of proposed regulations coming out of the SEC on March 30 that call for investment banks to assume responsibilities and liabilities as underwriters in SPAC business combinations. While there were a number of proposed regulations tied to how SPACs conducted business from registration to de-SPAC, the ones causing the most indigestion in the market are those the investment banks are facing.
Essentially, what the regulator proposed is that if the investment banks act as underwriters and they receive compensation in the event of a business combination, they are regarded as gatekeepers and bear some responsibility for due diligence of the transaction.
Standard underwriting fees call for investment banks to receive 2% of the amount raised in an IPO and another 1.5% if a business combination is closed.
If you’re already a subscriber, log in to view this article here.