Mega-SPAC Mints a $21 Billion Fortune That Collapses in Minutes

(Bloomberg) -- If the SPAC craze is over, it’s going out with a bang by making a Miami lawyer who has owned speedboats named “Class Action” and “Power of Attorney” one of the richest people in the US -- if only briefly.

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MSP Recovery was valued at $32.6 billion in its merger with special purpose acquisition company Lionheart Acquisition Corp. II, the largest such combination ever in the US as measured by enterprise value. It began trading Tuesday on the Nasdaq, plunging more than 60% to $3.85 at 10:04 a.m. in New York, less than an hour after its debut.

John H. Ruiz, 55, owns a 65% stake in the company. That position was worth $21.4 billion at the $10 merger price, but plunged to $8.3 billion after MSP began trading.

With the SPAC boom veering toward a bust as risk appetite wanes, the merger could end up being one of the last outrageous deals to reach the market. It stands out for its transactions between stakeholders, huge fees and lack of capital raised.

Ruiz, in an interview on Tuesday, said the drop in MSP’s share price was a result of poor market conditions and wasn’t specific to the company he founded in 2014.

MSP, based in Coral Gables, Florida, obtains reimbursements for payments wrongly made by Medicare and other health-care groups. It combs records and identifies potentially erroneous payments using data analysis. It owns a portfolio of claims with a billed amount of $1.5 trillion, though it says revenue from the business hasn’t yet been substantial.

Billionaire Lifestyle

That hasn’t stopped Ruiz, a son of Cuban immigrants, from living a billionaire lifestyle for some time.

He purchased a Boeing 767 previously owned by Qantas Airlines to use as his private jet, the Miami New Times reported in April. The plane once would have flown about 300 people.

After a six-month refit costing almost $10 million, it sports a theater, two lounges, a master bedroom with a full bathroom and shower and space for about 30 guests. The plane is registered to MSP Recovery Aviation LLC, a company controlled by Ruiz that MSP pays for transportation services.

Ruiz and Frank Quesada, the company’s chief legal officer who has a stake in the post-combination company that’s now worth about $3.5 billion, separately own a law firm that will be the exclusive lead counsel for MSP. That positions them to receive 20% of all recovered payments.

Meanwhile, it’s the second post-merger SPAC deal for Lionheart’s chief executive, Ophir Sternberg, after taking fast-food chain BurgerFi International Inc. public in December 2020. Those shares traded at about $3 on Tuesday, down 81% since its merger. BurgerFi’s founder sued Sternberg earlier this year relating to an investment he said he made in the sponsor of Lionheart. The lawsuit was later withdrawn.

Cigarette Racing

Sternberg has history with Ruiz. They bought luxury powerboat manufacturer Cigarette Racing Team together last year. Also in 2021, Ruiz got a $20 million loan from Sternberg to buy a condo he was developing. He will pay it back in shares of MSP.

“Anytime we see these kinds of relationships, in particular financial relationships, between parties who are meant to be negotiating a transaction at arm’s length, it raises a red flag as to whether its a good deal,” said Usha Rodrigues, a professor of corporate finance at the University of Georgia’s law school, who has written about SPACs.

Ruiz said such issues were “red herrings” and don’t matter if they are properly disclosed.

“People have multiple business transactions among themselves -- that’s the way America works,” he said.

Another big winner from the transaction is Nomura Holdings Inc., one of Lionheart’s underwriters. The bank will receive more than $24 million in fees now that the merger has closed. Nomura owned about 8% of Lionheart’s shares, and agreed to vote that stake in favor of the business combination in advance of the meeting.

Cash Redemptions

Nomura’s vote, plus that of Sternberg and other officers and directors, meant that the merger could be approved without winning the vote of any public shareholders, assuming the minimum quorum threshold.

MSP’s debut on the public markets didn’t raise significant capital. The SPAC initially raised $230 million, but almost half of shareholders chose to redeem their cash when the company voted to extend their timetable for executing a transaction, leaving $121 million in Lionheart’s account. Then, around 90% of remaining shareholders chose to redeem in advance of the merger.

Ruiz called that number “pretty typical.”

Transaction fees for the bankers, lawyers and accountants who helped make the deal happen come to $78 million, some of which has already been paid. Ruiz said MSP wasn’t burning through much cash, so the amount raised wasn’t a problem.

That still leaves some SPAC skeptics unsatisfied.

“It hasn’t been vetted to the same degree as a typical IPO, but it trades cheek by jowl with companies that do,” Rodrigues said. “It didn’t go public to raise any real money, most of the SPAC’s public shareholders have already gotten out, but the deal can go forward, without any real scrutiny by anyone.”

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