Ex.6. Fill in the blanks with the following terms and expressions. Render the text in Russian

Terms: a) merger b) raise money

c) shell companies d) privately held company

e) special purpose acquisition f) emerging markets

companies (SPACs)

g) legal hurdles h) complete a transaction

i) funds j) issuer’s perspective

k) private equity* investment l) trust account

m) proceeds n) target company

o) valuation p) downside for investors

q) gives substantial upside r) setup

potential

s) refunded t) capital markets

u) alleviating some of the typical risks

Text:

SPAC – New Gateway for Russian Companies to Global Capital Markets

by Holger Hirschberg, Lawyer, CMS Hasche Sigle (MT Conferences)

In the wake of poor global IPO market, the so-called 1)________ are becoming more popular with investors in American and European markets. SPACs are newly founded 2)________ which 3)________ in IPO and follow the sole purpose of completing the 4)________ or acquisition of a 5)________. Since the SPAC is already public, the privately held target company will automatically become publicly listed upon competition of the transaction. SPACs already raised 6)________ of more than USD 12,000 million in 2007.

From an 7)________, going public has become increasingly difficult, cost-intensive and risky. Especially fast growing small- and mid-sized companies from 8)________ which are aiming to raise capital through a listing in the European Union or the United States face material risk associated with 9)________, corporate restructuring measures and advisory costs, while they cannot be sure to finally succeed in selling their shares. In comparison, selling a company to a SPAC is neither difficult nor risky, but also results in a public listing. In fact, SPACs are highly motivated buyers, as the sponsors of a SPAC who are seeking the right investment will only be rewarded if they manage to 10)________ within a certain time period (mostly between 18-24 months). The SPAC is furthermore well prepared to finance the merger or acquisition of a 11)________ as it typically holds the 12)________ from its offering in a 13)________ and may also offer stock to the owners of a target company.

Investors also like SPACs, because they get the opportunity to participate in a selected investment at an early stage, but compared to 14)________, they may benefit from the liquidity and transparency provided by public listed shares. In difficult IPO markets, the management of SPAC can bring companies public at a reasonable 15)________, which 16)________ for the listed shares. Investors may also appreciate the chance to follow prominent market experts in taking an investment decision. The management of a SPAC is mostly composed of prominent sponsors such as Steve Wosniak, the co-founder of Apple, Dan Quayle, former Vice President of the United States, or, as in a recent German case, the German top managers Florian Lahnstein, Roland Berger and Thomas Middlehoff. At the same time, the 17)________ is limited. If sponsors fail to present a suitable target company within a certain time period, investors are 18)________. In case a target company is found, the SPAC will be required to seek a shareholder approval.

The potential advantages or disadvantages provided by a SPAC certainly depend on its 19)_______ and may differ from case to case. However, a SPAC is generally suited to 20)_________ – for both investors and issuers – associated with a public offering and direct listing of a company’s shares. Therefore, one may expect that even after a recovery of the conventional IPO market, Russian companies seeking an international public listing will regard the SPAC model as a reasonable alternative and new gateway to enter European or American 21)________.

Helpful phrases:

1) special purpose acquisition company (SPAC) – так называемая «SPAC» (спецюрлицо, созданное для осуществления предложения о приобретении/поглощении другой компании; проводник предложения о поглощении.

2) shell company – компания-«скорлупа»; компания – «почтовый ящик»: компания, используемая для регистрации сделок в целях обхода национального регулирования (отделения дешевого доступа к рынку).

3) emerging market (EM) – формирующийся рынок; страны с переходной экономикой (переход на рыночные отношения).

4) target company – целевая компания.

5) (a) setup (business setup) – организационно-правовая форма предприятия/бизнеса.

Ex.7. Read through this additional information about IPO. Write a synopsis to present in class for other students to interpret it consecutively into English.