Footnotes
- MSCI, 鈥淚s ESG Investing a Price Bubble? Probably Not.鈥� December 9, 2020
- Financial Times, 鈥淓SG and the rise of sustainable dealmaking,鈥� December 17, 2020
- Goldman Sachs, 鈥淓SG鈥檚 Role in Deal-Making,鈥� January 28, 2021
SPAC insights: ESG and SPACs
ESG factors will be increasingly critical to M&A decision making. Learn what SPACs and target companies should consider.
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An article from the听乐鱼（Leyu）体育官网 SPAC Intel Hub.
Investors are driving the convergence of two market trends with the most buzz鈥擲PACs and ESG听(environmental, social, and governance). Share prices show that SPACs with strong ESG-related听programs and operations often perform better than non-ESG SPAC combinations. As sustainability听goals continue to be a major focus of the business agenda, ESG-driven mergers will likely become a听strong feature of the SPAC market for the long term.
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ESG in deal making
In recent years, investors have been paying greater attention to ESG factors when making investment decisions.They either look for companies with superior climate-, labor-, and board-related track records, or avoid those with poor performances in these areas. The big idea is that ESG initiatives create tangible value for businesses, whether by attracting more, increasingly sustainability-conscious customers or by preempting disciplinary government interventions as policymakers pressure companies to become more socially responsible. On the assumption that they will outperform the broader market,听money has been pouring into ESG-focused funds.1听
This year, ESG considerations moved to the mainstream of the M&A market, and SPAC deals have been no exception. A December 2020 report in the Financial Times set the tone: 鈥淎 staggering 83 percent of business leaders say that ESG factors will be increasingly critical to M&A decision making in the next 12-24 months.鈥�2听Indeed, for some transactions, 鈥渋mproving a company鈥檚 ESG profile may be the primary driver behind the strategic rationale for the transaction,鈥� affirmed Avinash Mehrotra, Goldman Sachs鈥� global head of the activism and shareholder advisory and takeover defense practices. 鈥淯nderstanding differences in buyer and seller ESG profiles often cuts to the heart of the social and cultural norms of the organizations and those norms have always been essential to successful M&A.鈥�3
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Superior performance of ESG-focused SPACs听
Most SPAC deals are not ESG-focused. Between听January 1, 2020 and August 27, 2021, there have been 292听announced SPAC mergers; of those, only 65 had an ESG听theme, according to 乐鱼（Leyu）体育官网 analysis. However, the ESG-focused听SPAC combinations鈥� share prices outperformed听those of non-ESG ones by a big margin. The听average return on ESG-themed SPAC mergers that have听closed was almost 18 times that of non-ESG SPAC听mergers (19.3 percent versus -1.1 percent). Many of the听ESG-oriented SPACs鈥� targets were climate-change plays:听electric vehicle (EV) and battery makers, and renewable听energy companies.
SPAC mergers with ESG themes outperformed their non-ESG counterparts听 (Jan. 1, 2020 to Aug. 27, 2021)
Average of % change from listing date to Aug. 27, 2021
| Transaction status | ESG | Non-ESG |
|---|---|---|
| Overall % change | 11.9% | -0.7% |
| Announced | -0.8% | -0.1% |
| Closed | 19.3% | -1.1% |
Note: For closed deals, the percentage change is calculated by comparing the share听price of the SPAC on the date of listing and the share price of the merged entity听on August 27, 2021. The overall percentage change is based on the average of the听percentage changes for announced and closed deals.
Source: Capital IQ, 乐鱼（Leyu）体育官网 research
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Value in the ESG agenda听
When ESG-focused SPACs and private companies come together, they can not only accelerate breakthrough business innovations but also help further sustainability goals of the larger society. SPACs can be a good vehicle for ESG targets because SPAC mergers can rely on future projections (unlike traditional IPOs), which is crucial for industry disruptors focused on environmental and social change.
As they search for the right partner, SPACs and target companies should consider:
- Do the vision and values of the SPAC and target company shareholders align?
- It鈥檚 important for both parties to come to a common understanding of the vision and values for the merged company, but those navigating the ever-changing ESG landscape are bound to hit a bumpier road than other merger candidates.
- Are the SPAC and target company ready for diligence?
- As the diligence period can often be accelerated under a SPAC timeline, it鈥檚 important to consider if the SPAC has appropriate and specialized experience evaluating the target. As for the target, it must be prepared for not only the traditional diligence questions around finance, tax, and accounting but also the broader strategic questions on its business and operating models, including ESG elements.
- What are the definitions of success for the SPAC and target company?
- Setting up the merged company for success will require a clear understanding of the go-to-market model, the growth narrative, the value creation plan and roadmap for long-term success. The negotiating parties should perform a series of scenario planning sessions to help the merged company prepare for potential challenges, business shocks, and other unknowns as it navigates an ESG-themed growth trajectory.
- Do their expectations on the transparency of governance and the level of board oversight align?
- Aligning up front on the governance and controls to be put in place around ESG issues will help all players stay informed and make rapid decisions as regulations and stakeholder expectations evolve.
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Bottom line
ESG-focused deals are likely to become a permanent feature of the SPAC market. But to ensure that a merger helps advance tangible sustainability goals, both the SPAC and target company will need to rigorously vet potential partners. Working with an external team of advisers with specialized experience navigating SPACs and the technical side of ESG can help you with the selection process.
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Meet our team
Dean Bell
Deal Advisory & Strategy Head of Markets, 乐鱼（Leyu）体育官网 US
Julia Wilson
Principal, Advisory Strategy and Sustainability, 乐鱼（Leyu）体育官网 LLP
Dean Bell
Deal Advisory & Strategy Head of Markets, 乐鱼（Leyu）体育官网 US
Julia Wilson
Principal, Advisory Strategy and Sustainability, 乐鱼（Leyu）体育官网 LLP
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