From ‘Butter’ Deal to Lucid: Inside Citi’s 15-Year-Old SPAC Desk

(Bloomberg) -- As Michael Klein negotiated one of the biggest deals ever by a blank-check company, familiar faces sat across the table.

Many of the same bankers Klein worked with during his two-decade stint at Citigroup Inc. were involved in talks this week between electric-vehicle startup Lucid Motors Inc., which the bank advised, and Klein’s blank-check company, Churchill Capital Corp. IV. Lucid agreed to go public by merging with Klein’s firm in a deal valuing the company at $24 billion.

The transaction cements Citigroup’s status as the top adviser on de-SPACs, the process that begins when a blank-check company finds a merger target. It also caps a lucrative relationship between Citigroup and Klein, who helped created the bank’s SPAC unit in 2005 and is in the process of raising money for his seventh blank-check company.

All in, Citigroup has reaped almost $200 million in fees from advising on Klein’s many initial public offerings and subsequent mergers for his blank-check firms in recent years, based on data from regulatory filings. Representatives for Klein and Citigroup declined to comment.

Roughly half of the total came from the bank’s role in Monday’s deal. That’s because on top of advising Lucid, Citigroup was also a lead underwriter when Klein took Churchill Capital Corp. IV public last year. The bank received a fee for both roles.

Aside from Klein, many of the heavyweights in the SPAC world often turn to Citigroup. Bill Ackman used the New York-based bank when he raised $4 billion last year for his blank-check firm. Chinh Chu, who got his start at the Citigroup predecessor firm Salomon Brothers and has raised four blank-check companies, has also tapped the bank. Martin Franklin, another serial SPAC user, is a frequent customer.

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It’s all a far cry from where Citigroup started in 2005, when it helped Boulder Specialty Brands Inc. raise $100 million in an initial public offering. The following year, the company announced it would buy the maker of Smart Balance, a dairy-free alternative to butter.

Since then, the group has taken the No. 1 rank among SPAC advisers, according to data compiled by Bloomberg, advising on almost $31 billion of initial public offerings for blank-check firms, including eight of the 10 largest IPOs in SPAC history. This year alone, it’s helped roughly three dozen go public.

In response, the bank has added at least four bankers to its SPAC team in the past 18 months. Citigroup’s success is part of a larger frenzy in SPACs that engulfed the market last year, when a record 248 such firms went public on U.S. exchanges, raising more than $83 billion. This year is already on pace to set another record, with 164 SPACs raising more than $50.6 billion in IPOs in less than two months.

Banks are also finding other ways to generate fees from the business by putting together so-called PIPEs, or private investments in public equity, that typically get announced when a SPAC makes its merger announcement. In the Lucid deal, Citigroup served as co-placement agent with Bank of America Corp. for a $2.5 billion PIPE tied to the deal, the largest of its kind for a SPAC.

Now, after raising record amounts of money, blank-check companies are turning their attention to the hunt for deals. More than four dozen SPACs have announced acquisitions just this month, the highest level in more than a decade.

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