We Study Billionaires - The Investor’s Podcast Network - TIP381: High Yield Masterclass w/ David Sherman

Episode Date: September 24, 2021

On today’s episode, Trey Lockerbie sits down with David Sherman. David is the founder, president, and portfolio manager of CrossingBridge Advisors, which currently has over $2.3B in AUM. Trey brough...t David on to do a masterclass on investing in high yield corporate debt. It’s such an interesting asset class that doesn’t get a lot of attention.  IN THIS EPISODE, YOU’LL LEARN: (21:33) Short and low duration investing.  (24:25) Responsible credit strategies. (37:02) How SPACs create an interesting asymmetric risk/reward profile.  *Disclaimer: Slight timestamp discrepancies may occur due to podcast platform differences. BOOKS AND RESOURCES Join the exclusive TIP Mastermind Community to engage in meaningful stock investing discussions with Stig, Clay, and the other community members. Spac Informer's website. CrossingBridge's website. Trey Lockerbie's Twitter. NEW TO THE SHOW? Check out our We Study Billionaires Starter Packs. Browse through all our episodes (complete with transcripts) here. Try our tool for picking stock winners and managing our portfolios: TIP Finance Tool. Enjoy exclusive perks from our favorite Apps and Services. Stay up-to-date on financial markets and investing strategies through our daily newsletter, We Study Markets. Learn how to better start, manage, and grow your business with the best business podcasts.  SPONSORS Support our free podcast by supporting our sponsors: Bluehost Fintool PrizePicks Vanta Onramp SimpleMining Fundrise TurboTax HELP US OUT! Help us reach new listeners by leaving us a rating and review on Apple Podcasts! It takes less than 30 seconds, and really helps our show grow, which allows us to bring on even better guests for you all! Thank you – we really appreciate it! Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm Learn more about your ad choices. Visit megaphone.fm/adchoices Support our show by becoming a premium member! https://theinvestorspodcastnetwork.supportingcast.fm

Transcript
Discussion (0)
Starting point is 00:00:00 You're listening to TIP. On today's episode, I sit down with David Sherman. David is the founder, president, and portfolio manager of Crossing Bridge Advisors, which currently has over $2.3 billion in assets under management. I brought David on to do a master class on investing in high-yield corporate debt. It's such an interesting asset class that doesn't get a lot of attention, in my opinion. In this episode, we also cover short and long duration investing, responsible credit strategies, how SPACs create an interesting asymmetric risk reward profile and a whole lot more.
Starting point is 00:00:35 David is so enjoyable to talk to and he lays out his strategies in a very clear and concise manner. So, without further ado, please enjoy this masterclass on high-yield debt with David Sherman. You are listening to The Investors Podcast, where we study the financial markets and read the books that influence self-made billionaires the most. We keep you informed and prepared for the unexpected. Welcome to the Investors' Podcast. I'm your host, Trey Lockerbie. And today we have David Sherman. Welcome to the show, David.
Starting point is 00:01:17 Thank you, Trey. I'm really excited to have you on, David, because you've had a long career, primarily investing in high-yield corporate debt, which is something we've really never talked about on this show. We just had Howard Marks on the show. He's Halvice had a long career in the space, but we didn't go into much detail as to how to do it or why to do it. And in this environment or this economy, I think everyone is looking for alternative assets
Starting point is 00:01:43 of some kind. And this is a particularly interesting one. So I'm kind of just curious to start things off, learning more about what even motivated you to specialize in investing in things like high-yield corporate debt. Well, first of all, thanks for having them in the show. It's great to be part of a group of true. terrific investors such as Mr. Marks. So my road to high yield is quite simple. I went to Washington University in St. Louis. I saw this add up my freshman year that said Dean Witter, cold calling.
Starting point is 00:02:14 I didn't know what the dean he was of what department or school. I didn't know what cold calling was, but it paid a whole bunch of money per hour. And I found out very quickly it was Dean Witter-Rennels and it was a brokerage company. And I decided I would only cold call if I could become a registered stockbrook, why I was going to stock. And this is back in 1983. And in 1983, interest rates were coming down very quickly, and people were seeking yield. And it was the real beginning of high-yield debt or junk bond taking root per Michael Milken. And Dean Winter had a product called High Income Trust certificates.
Starting point is 00:02:49 They were going to buy a portfolio of high-yield bonds. It produced a lot of yield. The thesis was, some are going to lose a lot of money. But on an aggregate basis, the net return would be very attractive. And of course, I was very attracted to the yield. My clients was an easy sell. They wanted more yield. But it seemed kind of stupid to me to do a static high yield portfolio knowing you were
Starting point is 00:03:10 going to have losses. And just like an insurance company has to predict future losses in a property cash company for some incurred but not reported, you knew this was going to happen. And the question was, how do you get rid of or how do you minimize the risk of incurred but not reported losses? As a result of doing work and networking, I was fortunate enough to be offered an internship. at Drexel Burnham in LA, working on Milken's trading desk. And that obviously, by definition, through a young college student right into the heart of I yield right as 1985 and 1986.
Starting point is 00:03:44 It was the beginning and it was super exciting. It would be like being in the forefront of the crypto investing today. And I got lucky. Good space, very well, great mentors, great opportunity. came back to St. Lowe's during the school years and rated the investment banking client list and saw that one of the clients was an insurance company owned by a company called Lucadia National, and I decided that they were able to get me an internship as an analyst, junk bond analyst. Again, more being focused on junk. I ended up joining them full-time by senior in college. Locati has a great reputation among value investors, and that was a great place to learn under Joe Steinberg and Ian Cumming.
Starting point is 00:04:24 I stayed there for 10 years, left as a senior executive, and there I got the experience of not only managing junk bonds and looking into junk bonds, but looking at distressed junk bonds, looking at distress junk bonds, looking at deals and transactions that are actually investments, taking insurance company assets and understanding assets, liability management, investment grade, asset-backed securities, mortgage-backed securities, and interesting things we don't even talk about today like dual securities where they paid your principal in U.S. dollars and the coupons were in Swiss francs. And I got to be exposed to all this. I was the treasurer of those insurance operations is my line responsibility, even going out to Russia early days in 94 with vouchers.
Starting point is 00:05:05 So it was a great place to learn. And I was fortunate that I put education and learning over making money. I did perfectly well, but I could have gone on Wall Street, you know, had a very narrow vision and not expanded it. But I stayed with high yield because if you look at high yield, whether it's distressed or stressed or high yield, the entire area is intellectually interesting and it's not well followed. So just like a good value investor, it was less craven than those days. You could find better opportunity if you were good at getting information by digging and also doing research. And if you look at the general high yield market historically over 10-year periods of time. The high yield market has produced quite similar returns to the equity market,
Starting point is 00:05:49 slightly less, but quite similar, with significantly less volatility. So it's sort of a hybrid equity, which would explain why firms like Oak Tree were very attracted because it gives you a very good risk volatility or risk return analysis or a better sharp ratio. So I just sort of got lucky and I'm a curious person and it piqued my curiosity. Well, you touched on mitigating the risk. I'm really curious about that. You're walking into a company that's distress, as you mentioned, and they're putting up this high yield because there's a lot of risk involved. And so what do you typically do to mitigate the risk? And do you see any sort of activism involved in this space at all where it's like, okay, we're going to invest in this.
Starting point is 00:06:32 They're in a tough spot, but we know we're going to turn it around. And just talk to us to the diligence around that. In that question, I think you need to break down high yield from the stress and distress market. So think of the stress and distress market as a cross. credit opportunity. Think of high yield is money good paper, paper you believe will be money good, where your clipping coupons and your clipping returns significantly higher than the investment grade world or other fixed income. So in the high yield world, quite frankly, in financial analysis is the key to mitigating risk. Today, you could overlay and put hedges on using CDS, CDX. These are derivatives on the index or specific credits or
Starting point is 00:07:14 specific companies, you could even just as simple as buy puts on H. YG, the ETF, or short YG, or JNK. The ETF world has been great at segmenting asset classes to allow you to have access to these things. But then you're hedging away broad-based market risk. A lot of people can't do that. It takes a lot of capital. And then you're getting a lesser return. At the end of the Today, the best way to mitigate risk is to focus on protecting your principal first, which means you have to be a bottom-up high-yield investor. Unlike investment rate or treasuries, where we're making big macro decisions of, is the Fed this week in Jackson Hole? I know this is going a podcast in the future, but are they going to raise rates and where is the short rate going
Starting point is 00:07:58 going to go? What's the curve going to like? In high yield, you're getting most of your return by picking the right credits. So it's much more akin to being an equity analyst. And, And the good news is, unlike Echle, where you can easily lose all your money because you're at the bottom of the capital structure, here you have some protection so that if your analysis is off or management fails to execute, you have some cushion. It may not be enough, but you have some cushion. And in return, you're giving up unlimited upside, obviously, but you are top in the capital structure depending on where you are. So a high-yield investor, it's really about understanding the business model and also doing the analysis. And I think business model is really important. Now, companies either become distressed that were investment grade or they're high yield
Starting point is 00:08:44 and they become distressed. So the best case scenario to find a stressed or distressed investment, if you're a value investor, is to find a company with a great business that has a bad damage. So examples in the past is, for instance, RGR and Obisco that was leveraged byed out by KKR. This is one of the oldest, greatest ones that people talk about. Just too much debt. Great business. Too much debt.
Starting point is 00:09:06 So the question was, how do you compromise or mitigate the capital structure, the debt structure, and who are the beneficiaries and where do you want to participate? So a distressed investor really, really is an equity investor that uses the bankruptcy laws to help determine the rules of engagement. Some people focus strictly on making money by taking advantage of those rules of engagement. It's a hedge fund called Aurelius that's extremely good at this. Lately, you've read a lot of articles about hedge funds being on the steering, Committee or the inside community to cut a better deal for themselves by putting up new money,
Starting point is 00:09:40 help the company come out of bankruptcy, to the detriment of other bondholders that they're equal with in class. But in general, there's still rules. So you have to really understand a mass of those rules. No different than if you're a congressman, you should master Robert's rules of order. And then you have to do basic analysis. And again, a bad business, you can't say, I don't particularly like the steel industry, not because there's anything wrong with it, but it's got capital-intensive, commodity-driven product with generally a lot of leverage. Those aren't really good business models. And if you're going to do it, you want to buy it when it's a cheap stock going into its cyclical upswing. But they'd be a lender, not so great. So another example would be
Starting point is 00:10:25 nursing homes. Again, high operating costs, big expenses building it. You have the government, getting Medicare and Medicaid, basically leading the price thing of what you get paid for reimbursements. And if you do an excellent job, best of care, they reward you by capitating your price. So I think understanding a business model sort of is important. Now, as a distress investor, taking that nursing home example, you know, if you can buy a nursing home at $20,000 a bed, you're going to make money, right? You're buying it in a cheap enough price if it's a well-run nursing home. So I think there's two different parts. So I don't think it's a coincidence that distressed investors or distressed firms became private
Starting point is 00:11:08 equity firms in their evolution. Oak Tree was a good example of that. Serberus is a good example that. Apollo is a good example of that. They were all originally stressed, distressed investors or had a stress and distressed back. Walk us through a little bit about how corporate debt is actually priced. I know there's all kinds of acronyms out there when it cuts into this category.
Starting point is 00:11:28 like LIBOR, L-I-B-O-R, et cetera. Walk us through the interest on top of LIBOR, how things are priced and then how they perform over time. So, look, I know you have a pretty sophisticated audience that's very well-keeled in financial terms and financial concepts, but I want to take us back to the basics for a second. So if you think about a company, there's basically two forms of capital that they use to grow and build their business. One is they raise equity money.
Starting point is 00:11:58 I don't care if it's venture capital money, stock money from an IPO, it's equity money. You get the economic spoils. You get the economic failures. Your bottom of the structure, that's where you participate. And then there's, they borrow money. No different than if you have a house, you borrow money in a mortgage, and then you are the lender.
Starting point is 00:12:17 You are the equity. And maybe in between you get a home equity law. So that would distinguish two different lenders, a mortgage lender, an unsecured, home equity lender, and then you're still the equity. So debt is top of the capital structure. And then within debt, there's different tiers of who's more senior than the other and who has first dibs on the business for the assets in a distress situation. But in a non-distress situation, in a company that grows and flourishes, you don't need to have first dibs. You don't need to worry
Starting point is 00:12:50 as much about ranking because it's doing well. You're just a source of capital. So, That's an important part. Within the debt structure, corporate debt, there are all kinds of things. There are private loans that banks do every day to public and private companies. They issue working capital loans, secured by receivables and inventory. As the world evolve, they now syndicate or offer those out to other lenders. They can be offered in structured products like collateralized loan obligations, CLOs, or collateralized debt obligations like CDOs. In CDOs, they not only buy loans, they buy bonds. And then you have, I have a mortgage where I have a first lien on all the equity of your subsidiaries. Then you have, I have a lien on property plan equipment. Those are all versions of
Starting point is 00:13:40 secure debt in various rates. And you can have a first lien and a second lien where the people with the first, by definition, get a interest in the beginning. And the people in the second get the residual value of the collateral. And then you have unsecured debt. This is just debt they owe you and there's nothing backing it. So people automatically assume if you have a secured debt, it's always fine. But that's not true. Just like a house, as we know from 2008, you could have a secure loan and find out that you lose money because the homeowner owes more money than the value of the house. It's upside down. Happens just like that in corporate America. Happens like that in asset-backed securities, happens like that in mortgage-backed securities, but there's unsecured
Starting point is 00:14:21 loans. Then there is what we call mezzanine financing. This is way down the bottom capital structure. There's usually a lot of debt, it's usually in growth equity stories or private equity meaning LBOs, and they are looking to get equity-type returns in a lender's position where they're senior to the equity. Then you have preferred stock, which may be perpetual and not have to pay you dividends. So it's sort of the worst of all worlds. You don't get any of the economic spoils in your stock. You're what I call a stuckie. You're the new stuckie. Or you could have a preferred stock that has real teeth. You can get board control, they have a maturity, and then you have equity. So I think it's important to think about all of those aspects when you think about
Starting point is 00:15:04 the debt structure. And when you analyze a company, I think the easiest thing to is figure out what you think the company is worth. It's a total company, unlevered. Everything was good with leverage. Whether you're an equity investor or a lender, what is the company worth outright before we do financial engineering? Now, what are my risks to the downside? What are my risks to the upside? How much of those risks are macro and exogenous that are really out of your control? Cruise lines were thought of as a great business until COVID showed up. That's an exogenous risk and outside risk. People may not have thought about or perceived, and some people may have had the vision, think it's got pandemic risk. And then there's the business risk, your competitors,
Starting point is 00:15:47 the industry, is it changing? You know, if you were a company that made thermal paper for fax machines, not such a great business today. And then there is the execution risk. Can this management team lead it? So going back to my steel example, you can have the brightest best management team in the world, but you still have a steel company. There's only so much they can do. By the way, Management is important, but in equity, people really look at who the leader of the team is. They really say, who is running the company? I'm investing and putting a heavy weight on that person. I try to use the word bet because I think there's a big difference between betting and investing.
Starting point is 00:16:25 In bonds, you just want to know you're going to get your money back. You just want a competent team that's not going to mess it up. There's a big difference. So you can now start seeing the distinguishing between how an equity investor might think and a bondholder might think. Those are important points. And that also doesn't change the fact that equity investors might find hidden assets. Well, they're also hidden assets for bondholders.
Starting point is 00:16:47 If those assets are realized, the rating, the credit rating of a bond may improve. So I'll go over that a second. If you're an equity investor, you get the economics of that value. So you get a higher upside. But bonds tend to be rated. And the rating agencies, Moody's and S&P are the leaders, do a really good job when they're issued a rating. AAA, AA, AA, single A, triple B. That's an order of ranking from best to worst.
Starting point is 00:17:13 That's all investment rate. Now, high yield starts at double B, single B, triple C, and then, of course, our famous default. If you can find a company that got downgraved from investment grade to high yield and then it's going to work their way to become investment grading, and you can make a lot of money because the spread between what you're being paid and the Treasury is wider or bigger or more yield or fatter when it's lower credit quality. When it's higher quality, it's narrow.
Starting point is 00:17:41 So a company that was originally trading 10-year bond, trading at 90 to 120 basis points, that's 0.9 to 1.2% more than a 10-year treasury might be investment rate. It got downgraded. All of a sudden, it's trading, it's a double B, triple B. So it's split-rated. All of a sudden, it's now trading at 225 basis points off the same treasury. That's 2.25% more cushion, more margin, getting paid more for your risk. Now they continue to deteriorate and they go down to single B.
Starting point is 00:18:14 And now they're yielding 4% or 400 basis points more, 500 base points more. And by the, these spreads change both with interest rates and with business cycles and with market cycle. Right now they're very tight. Inter rates are also very low. But the point is that company that's a single B, if the management team gets replaced and a new team comes in and they say, we're committed to becoming investment rate again. Well, if you have a 10-year bond, you have what way they call it duration. And again, I'm picking things to help give you terms. So duration is a concept that for every 100 basis points or 1%, the interest rates go up or down, the price movement
Starting point is 00:18:50 will be in the inverse. So if interest rates go up 1%, 100 basis points, and it's a 10-year bond, the bond will lose 8 to 10 bond points. So a zero coupon bond, somebody doesn't pay cash, always it's duration, it's maturity. The reason duration shortens when there's a coupon, what you get paid every month or quarter or semi-annual annually, is because it's a present value calculation. You're getting money today, which affects the value, right? Because if you'd rather have money today than in the future. But in that case, in my example, a company issued a 10-year bond, it instantly gets downgraded from single A to single B. It immediately goes from 100 basis point spread over Treasury. Again, this is extreme, but it's for illustrative purposes, to find
Starting point is 00:19:34 500 basis points of trade. That's a 400 basis point change on a 10-year bond. Well, 10 times four is 40. So you're going to lose 30 to 40 points in bond price. Bonds are priced, 100 is par. That's 100% of principle. 100 means it's worth 100% of its face amount of principle. So you're going to lose 30%. Now the company's committed to becoming investment rate. The new guy realizes it's a good company, he's going to make the same 40%. So ratings and where they are in a pecking order and improving or not is one way to make total return. It's not the only way. In fact, it's a part of a way. But I'm trying to explain bond concepts in a very quick format for your investors to think about it. And then, of course, a big difference
Starting point is 00:20:18 between investment-grade bonds and high-gill bonds, for instance. Investment-grade bonds generally are not callable, meaning the company doesn't have the right to refinance them like you do with your mortgage, maybe six months before maturity, but not sooner. So if you took out a 30-year mortgage, you can refinance it whenever rates go down. But if a company takes out a 30-year bond that's investment rate, most investment-year bonds don't allow them to refinance it in the near future. In high-heal, it works differently. In high-yield, there's no such thing as a 30-year high-year bond that wasn't downgraded.
Starting point is 00:20:51 But let's take a five-year high-heel bond or a seven-year high-yield bond. They might not have the ability to refinance for two years, but then after two years, the ability to refinance at various prices, maybe initially at 2 or 3% over phase, 102, 103. And maybe it drops down every year by a point until it gets the point. So just like a mortgage with repayment speeds that affects your maturity or your average life or your duration, which is called convexity, you have the same issue much more so in high yield than you do an investment break. So those are, again, other nuances.
Starting point is 00:21:24 So as you start going to the market, there are things that you have to become familiar with. Let's take a quick break and hear from today's sponsors. All right, I want you guys to imagine spending three days in Oslo at the height of the summer. You've got long days of daylight, incredible food, floating saunas on the Oslo Fjord, and every conversation you have is with people who are actually shaping the future. That's what the Oslo Freedom Forum is. From June 1st through the 3rd, 2026, the Oslo Freedom Forum is entering its 18th year, bringing together activists, technologists, journalists, investors, and builders from all over the world.
Starting point is 00:22:00 many of them operating on the front lines of history. This is where you hear firsthand stories from people using Bitcoin to survive currency collapse, using AI to expose human rights abuses, and building technology under censorship and authoritarian pressures. These aren't abstract ideas. These are tools real people are using right now. You'll be in the room with about 2,000 extraordinary individuals, dissidents, founders, philanthropists, policymakers, the kind of people you don't just listen to but end up having to. having dinner with. Over three days, you'll experience powerful mainstage talks, hands-on workshops on freedom tech, and financial sovereignty, immersive art installations, and conversations
Starting point is 00:22:41 that continue long after the sessions end. And it's all happening in Oslo in June. If this sounds like your kind of room, well, you're in luck because you can attend in person. Standard and patron passes are available at Osloof Freedomforum.com with patron passes offering deep access, private events, and small group time with the speakers. The Oslo Freedom Forum isn't just a conference. It's a place where ideas meet reality and where the future is being built by people living it. If you run a business, you've probably had the same thought lately. How do we make AI useful in the real world? Because the upside is huge, but guessing your way into it is a risky move. With NetSuite by Oracle, you can put AI to work today. NetSuite is the number one
Starting point is 00:23:26 AI Cloud ERP, trusted by over 43,000 businesses. It pulls your financials, inventory, commerce, HR, and CRM into one unified system. And that connected data is what makes your AI smarter. It can automate routine work, surface actionable insights, and help you cut costs while making fast AI-powered decisions with confidence. And now with the NetSuite AI connector, you can use the AI of your choice to connect directly to your real business data. This isn't some matter on, it's AI built into the system that runs your business. And whether your company does millions or even hundreds of millions, NetSuite helps you stay ahead. If your revenues are at least in the seven figures, get their free business guide, demystifying AI at netsuite.com slash study.
Starting point is 00:24:14 The guide is free to you at netsuite.com slash study. NetSuite.com slash study. When I started my own side business, it suddenly felt like I had to become 10 different people overnight wearing many different hats. Starting something from scratch can feel exciting, but also incredibly overwhelming and lonely. That's why having the right tools matters. For millions of businesses, that tool is Shopify. Shopify is the commerce platform behind millions of businesses around the world and 10% of all e-commerce in the U.S. from brands just getting started to household names. It gives you everything you need in one place, from inventory to payments to analytics. So you're not joking.
Starting point is 00:24:56 a bunch of different platforms. You can build a beautiful online store with hundreds of ready-to-use templates, and Shopify is packed with helpful AI tools that write product descriptions, and even enhance your product photography. Plus, if you ever get stuck, they've got award-winning 24-7 customer support. Start your business today with the industry's best business partner, Shopify, and start hearing... Sign up for your $1 per month trial today at Shopify.com, slash WSB. Go to Shopify.com slash WSB.
Starting point is 00:25:32 That's Shopify. dot com slash WSB. All right. Back to the show. And touching on a couple more nuances, specifically around duration since you touched on it, can you describe the difference between short duration and low duration? We have two strategies of which one of them is a short-term, high yield on strategy,
Starting point is 00:25:56 which, by the way, as a product would be misnamed, and we should have called it an ultra short-term high-yield bond product. And what we mean by that when we were talking about our own individual strategies is a short-term security, and generally in the best world, is deemed to something that has a maturity of one year or less, or a duration of one-year-less, can have a longer actual maturity, because your maturity can be different than your duration.
Starting point is 00:26:21 So we think of short-term bonds as anyone who wants to, put money to work for six months to a year and a quarter, like that one year segment. I mean, if you, it's not a great asset class to invest in if your kid's going to college in September and it's June and you need to make tuition because you could have prices go up and you get a prices go down and what you thought was a guaranteed tuition payment all of a sudden has a loss. You should just go put it in the money market, put it in a checking account. buy a three-month CD, right? You shouldn't take price risk with it.
Starting point is 00:26:59 But if you say, what about year next year when they're a sophomore, perfect product for that. Because the implication is over a 12-month period of time, you'll have all your principal back plus a return. What we mean by a low-duration strategy, and we have a low-duration, high-field strategy, is we mean more than one year, but less than three years. So that would cover your junior and senior year of college.
Starting point is 00:27:22 And in return for allowing us to take a longer horizon in investing, we should get paid more returns, just like the equity market. Most equity investors, they took a five or ten-year perspective and didn't look at their portfolio unless they thought they made an egregious mistake would do better than people that focus on what did the market do in the last three months in the state? Not always, but generally that's the concept. So in our particular parley, with our products and our strategies, not everybody has the same exact definition, short-term generally means one year or less, low duration applies more than a year,
Starting point is 00:27:59 less than three years. We actually focus on nine months, about a year and a half in our low-duration. So we're even lower than most low-duration. But in the invest world, short-term securities almost always refer to things that will be one-year or less from a balance sheet perspective. You have another strategy called the Responsible Credit Fund, and I love that name, because it somewhat seems redundant a little bit, maybe as far as we want it to be responsible because the question comes to mind, what is the alternative of that? But I'm curious, walk us through what is implied with the responsible credit fund? In the responsible credit strategy, the implication is that we're going to be ESG mindful, ESG, meaning environmental, social, and governance mindful. Obviously,
Starting point is 00:28:41 the question is, why did we pick that? Is it because it's a current trend? Is it a marketing employ is a greenwashing. I can answer all those questions. The answer is no to that. But the reason we called it responsible is because we want to take a responsible approach to ESG. And we want to have mindfulness to embrace the purpose of ESG. But we recognize that today there is no standardization in the equity market and certainly not in the bond market of what is ESG. What is it? And how do you measure the impact? And how do you distinguish one ESG company from another? So my concern when we were thinking about this was the world is going to come up with an ESG algorithm and ranking system.
Starting point is 00:29:33 It's going to happen. It's going to happen to the equity market. It's going to happen in the bond market. And the reason it's going to happen is the same reason why there are credit ratings in the bond market. Because there's a demand and need for the product. People want clarity, transparency, understanding, and everybody wants a third party to step in between. And there's so much money to be made, the forces of capitalism will create it to happen. So if your Moody's an S&P, you're working on creating an LST mandate of how you're going to measure LST and how people can adopt it.
Starting point is 00:30:05 In fact, in the leverage loan world, so leverage loans are bank loans, issue primarily in Private Act of Your LBOs, that the banks don't want to hold in their balance sheet, they want to see. syndicate mutual funds, pensions, high net worth individuals, everyone else but their own balance sheet. The LSTA has said, which governs how you trade these things and the rules, they're working on the ESG ranking system. So the money is going to be behind it because it's a business. And we recognize when that happens, unintended consequences can occur. So, for instance, in credit ratings, we think the credit ratings do a great job at the initial time of underwriting on the issue. But they don't do a great job following you. And they do a terrible job. So we believe that there are inefficiencies that you can make money in the
Starting point is 00:30:48 corporate bond market based on credit rating more so in high yield than investment rate, but equally so. And we actually think there's a whole group of not rated bonds that could be deemed investment rate or higher. So it's going to happen in the ESG world. And a concern we had when we launched the strategy is that the constraints of what is deemed ESG enough may limit your investment opportunities for the sake of ESG as opposed to being mindful. So that's why we use the word responsible investing. It's a mindful approach. And by the way, our system's internal. We think we do a pretty good job. We're constantly looking to refine it. We welcome third parties to develop a system. We hope that we'll always be an ESG fund. But if the ESG requirement
Starting point is 00:31:31 becomes so great that you're giving up reasonable returns will just be ESG mindful, right? Because they narrowed the universe. I think, I don't know what other funds are doing. I've seen very few investment firms that are using an ESG concept to have negative attribution as well as positive attribution. So what do I mean by that? Well, I mean that let's take Tesla. Now, almost everybody thinks Tesla is ESG mindful and they're great. And they might meet our minimum threshold. They might not. We haven't actually scored up Tesla. But I can tell you one thing where they're going to get a negative attribution. Look, it's got an ingenious CEO, but he has got some governance issues. He's got some issues, right? The SEC sanction them. You can't. You can't. You
Starting point is 00:32:13 can't say they're perfect and give them only positive attributes without considering that he has some liability or risk as a CEO. So we'd give the CEO from a governance standpoint a negative attribution. I mean, Elon Musk is a gene for sure. We'd also give them a negative attribution because their business was initially based, and we'll see how it goes in the future, on government subsidies, right? That doesn't make it not a great ESG company. I'm not trying to pick on Tesla. I'm trying to pick something that most people in common world consider immediately it's absolutely ESG friendly and where one has to consider the holistic picture. The other thing about Tesla and not pick you on it is everyone assumes because it's electric cars,
Starting point is 00:32:55 it's very green. But if you're in Virginia, West Virginia, charging up your car with electricity coal fired, I don't let that carbon footprint impact is. So there's a lot of issues with ESG, which is why we call it responsible. Our system does have negative. It's very. In fact, one of the positions, we disclose our positions every month. So one of the positions in our portfolio is something called Copper Mountain, which according to Copper Mountain, the Canadian government, has named it the most ESG-friendly copper mining company. But when we did our underwriting, we decided it qualified in the portfolio in a 20% basket.
Starting point is 00:33:30 So we say 80% has to meet a threshold and 20% has to be some ESG attribute but isn't meet our threshold. So it's in our 20% card out, but it doesn't actually make it into our 80%. percent completion. So, you know, that's how we're approaching responsible investing. That's how we're approaching ESG. As I mentioned, I was had the privilege of mentoring under Joe Steinberg. When I mentioned to Joe that we were doing a responsible credit fund, he said he wanted the irresponsible fund, right? Because sex pays. Well, there's one holding in that strategy, I think, that stood out to me. And that was micro strategy because depending on who you ask, and I swear
Starting point is 00:34:07 I could go to both sides of the aisle on this one company. And I should also preface, I don't know if the debt you're holding is similar to the debt they used by Bitcoin. But obviously, that's a hot topic for discussion around, especially with ESG involvement. It could either be the most ESG thing you could do on the environmental side, depending on who you ask, or the worst thing possible, depending on who you ask. So I'm just curious, that one stood out to me. Maybe walk us through that holding in particular and maybe just how you approached it in general.
Starting point is 00:34:35 Okay, so first of all, we own the micro strategy paper in multiple of our strategies and products. It's a good question. So let me go back to our responsible investing strategy. There is no information that is readily available from micro strategy on an ESG policy. I'm sure they have one. We haven't really been very successful in getting one that is satisfactory for us to deem it on a scoring factor system to qualify as ESG. in our 80% bucket. Remember, in our responsible credit fund, we have an 80%
Starting point is 00:35:09 bucket it has to be. We have a 20% sort of, they're not exclusionary, but it doesn't meet our bucket. So the distinction that 20% is not going to be coal, it's not going to be guns, it's not going to be people that take advantage of children overseas. It's going to have your traditional,
Starting point is 00:35:25 this is exclusionary, we never buy them. So this is things where you could argue there is some ESG benefit, but that it doesn't meet our threshold. So it's in the 20% bucket. That bucket about 14% today of total names. I gave you two of them. But it's not just about environmental. You mentioned green. It's also about community commitment, social commitment, customers, suppliers. I mean, you can make it without being green. I mean, I'm not sure some companies are green focused.
Starting point is 00:35:56 They may be your governance focus or social. I'm not sure it needs the best governance either, by the way. But it certainly provides a controversial but social attribute, which is the democratization and decentralization of store value something. I mean, I'm avoiding the word currency because, to me, currency is something where you're required to accept it by legal tenure by the government. So you're not required to accept it. We didn't buy it for the Bitcoin. In fact, it's the thing we like the least about the company.
Starting point is 00:36:27 The company has a very good software business. They issued this debt that is secured by that business. There are debt incurrence tests, prevent them from layering more and more debt on top of us. It was originally sort of a smaller issue off the run and it became so much in demand. They upsized it pretty dramatically. And they cut the pricing, by the way. That's what they do in this environment because today capital is commodity. That hopefully will change in the future.
Starting point is 00:36:51 But we felt you were getting an outstrip return for a money, good credit meeting. we thought the underlying business supported the debt with more cushion underneath than the debt. So there was plenty of residual value. And then what made an interesting was that the proceeds were used by Bitcoin. And that Bitcoin is pledged to this debt. So if Bitcoin's worth zero, the core business covers the debt. And if Bitcoin's worth whatever, it's like a loan to value.
Starting point is 00:37:19 We have that collateral that improves our credit profile, which also, by the way, if Bitcoin stays where it goes higher, they are likely. to eventually refinance. Last question on that was just around the minimum qualification to even purchase an asset like that. I mean, I imagine that's why people find someone like Crossbridge, been-responsered, well-accredited people to go out there and buy this kind of product. But I'm just curious on the back-in side of things.
Starting point is 00:37:46 If micro-strategy, let's say, for example, goes to market with this debt product, where is that listed? What exchange is that on? How do you guys even go about the plumbing of just purchasing that? It would be great if debt was traded on an exchange like stocks. Sometimes, generally not. And also, it's very, if you're a investor who can't buy in at least 100,000 baseman lots, but ideally million, you get what we call retail ripoff, meaning the broker dealers charge
Starting point is 00:38:15 you a big spread to transact. So hopefully as technology advances in the world becomes more focused on using our technology, to create less friction to buy and sell things in corporate debt or mortgages or asset backs, that will resolve itself. But for now, probably the most efficient way from a transaction cost would be for either people to own ETFs that are passive or to own and actively managed fund. But the way in trades is, very frankly, the way the stock market used to trade before there was technology, there's a market maker and there's a bid ask spread and they make their money by taking risk
Starting point is 00:38:54 were better yet matching up buyers and sellers. So it's that kind of market. When I started in the business, the phone was how you transacted. Then it became the phone, you transacted, but you got information via faxes. Then you got information being computer systems such as Bloomberg, that is the system, where brokers put in electronic markets that they are quoting or making. A lot of times it's quoting because they don't really want to take risk, meaning, what we're guessing it's here.
Starting point is 00:39:22 Give us an order. and we'll go out and find out for you. There are some exchange traded. When we sometimes take a big chunk of a new issue called anchoring, we often try to request it being listed on an exchange because as a mutual phone, we think the more transparency and the more opportunity for people participate, the greater the markets.
Starting point is 00:39:41 There's this concept that started in the leverage loan market and in the private placement work was like before that, which is what they call club deals. They get two or three guys in a room, they chop up the debt, they keep it, and guess what? It never trades. So there's no price volatility. We don't think that is best business practices.
Starting point is 00:39:59 We'd rather see it owned by a lot of people. And if it goes up, we sell it. If it goes down, we can buy more. If we want liquidity, we get liquidity. If we made a mistake, there's a market. So, you know, there's when you look at private funds, you have to consider sort of the club nature of pricing. So again, and the more, the worse the credit quality perceived, the more bid assets spread
Starting point is 00:40:19 and less transparency there is a price. So that's the other reason. The reason of what high yield was interesting was you learn very quickly if you're trading government bonds and you're on the broker-dealer side, you're trading for a 64th, maybe a 30-second you're trading investment-grade bonds, you're trading for a 64th, 28th. You know, when I started in the business in high-yield back in the 80s, and you could trade for unconscionable, but you could trade for four or five points. Today, typical high-wield trades for quarter.
Starting point is 00:40:46 Sometimes they ask for half, sometimes the thing. Obviously, the lower, maturity, shorter duration is tighter. Obviously, if it's in the ETF, it might be tighter. But it's a widespread business in a period where you can buy stocks, Robin Hood, and Schwab for free. But it's a hard individual market to participate. Let's take a quick break and hear from today's sponsors. No, it's not your imagination. Risk and regulation are ramping up,
Starting point is 00:41:12 and customers now expect proof of security just to do business. That's why VANTA is a game changer. VANTA automates your compliance process and brings compliance, risk, and customer trust together on one AI-powered platform. So whether you're prepping for a SOC 2 or running an enterprise GRC program, VANTA keeps you secure and keeps your deals moving. Instead of chasing spreadsheets and screenshots, VANTA gives you continuous automation across more than 35 security and privacy frameworks.
Starting point is 00:41:43 Companies like Ramp and Ryder spend 82% less time on audits with Vantta. That's not just faster compliance, it's more time for growth. If I were running a startup or scaling a team today, this is exactly the type of platform I'd want in place. Get started at Vanta.com slash billionaires. That's Vanta.com slash billionaires. Ever wanted to explore the world of online trading but haven't dared try? The futures market is more active now than ever before, and plus 500 futures is the perfect
Starting point is 00:42:16 place to start. Plus 500 gives you access to a wide range of instruments. S&P 500, NASDAQ, Bitcoin, gas, and much more. Explore equity indices, energy, metals, 4X, crypto, and beyond. With a simple and intuitive platform, you can trade from anywhere, right from your phone. Deposit with a minimum of $100 and experience the fast, accessible futures trading you've been waiting for. See a trading opportunity. You'll be able to trade it in just two clicks once your account is open. Not sure if you're ready, not a problem. Plus 500, gives you an unlimited risk-free demo account with charts and analytic tools for you to practice
Starting point is 00:42:57 on. With over 20 years of experience, Plus 500 is your gateway to the markets. Visit Plus500.com to learn more. Trading in futures involves risk of loss and is not suitable for everyone. Not all applicants will qualify. Plus 500, it's trading with a plus. Billion dollar investors don't typically park their cash in high-yield savings accounts. Instead, they often use one of the premier passive income strategies for institutional investors, private credit. Now, the same passive income strategy is available to investors of all sizes, thanks to the Fundrise Income Fund, which has more than $600 million invested and a 7.97% distribution rate.
Starting point is 00:43:42 With traditional savings yields falling, it's no wonder private credit has grown to be a trillion dollar asset class in the last few years. Visit fundrise.com slash WSB to invest in the Fundrise Income Fund in just minutes. The fund's total return in 2025 was 8%, and the average annual total return since inception is 7.8%. Past performance does not guarantee future results, current distribution rate as of 1231, 2025. Carefully consider the investment material before investing, including objectives, risks, charges, and expenses. This and other information can be found in the income fund's perspective. at Fundrise.com slash income.
Starting point is 00:44:23 This is a paid advertisement. All right. Back to the show. One thing that does trade on exchanges pretty easily are SPACs. And I want to talk about them because you've been investing in SPACs since the mid-2000. So you have a lot of experience in this area. It's not just a hot sector to get into, like for a lot of people. So I'm kind of curious what has driven you now to launch a SPAC ETF?
Starting point is 00:44:46 So there are various product cycles and various opportunities within the SPAC product cycle to invest it. I'm going to specifically address your question on why we decided to launch a SPAC ETF and specifically the segment of that product cycle we're looking at. And then you can explore other areas if you want or not. So, again, I know you're a very sophisticated audience, but just to get everybody who may not be quite a sophisticated on a level playing field, simplistically, a SPAC is a company that goes public or an IPO process where people give the proceeds of the money to the SPAC, except there's no business. There's nothing. They're selling you a dream or an opportunity for a future business opportunity for your cash.
Starting point is 00:45:30 And yeah, they may be focused on a specific segment or industry, but that's what it is. So you, the IPO investor, give them the cash and you get SPAC shares. It may be units, which consists of shares and warrants. It may just be shares. It may split. There's lots of moving pieces. It's an arbitrator's dream of the different pieces, but you're going to get ultimately shares.
Starting point is 00:45:53 So if you get units and you sell off the warrants, you're getting shares. You sell off the shares, you're getting warrants. Why is this important? Because what happens to your cash? It gets put in a trust account where it holds pretty much T-bills. And that trust account is for the benefit of the shareholders. So it went public, cash that you gave,
Starting point is 00:46:10 to go public goes into a trust account with T-bills for your benefit. And now the people that launched the SPAC, the sponsors, are looking for a deal, right? You're hoping they find the next Virgin Galactic or draft case, or something a little bit more arithmetic and cash flow, like a jupra acquisition or when fully bought Triple C, which was a public company that then became a high-yield creditor of private equity that's now becoming public, and they're using the proceeds to do left. And you as the investor might be thinking about who is my sponsor? Is it a private equity shop, a hedge fund, industry players, people that have big jobs in investment banks, you know, you make an investment on management, are they going to find a good deal at a good price in a quick
Starting point is 00:46:56 period of time? Because a SPAC has a life typically of two years or less. And because you're getting bells and whistles with your stock, meaning warrants or rights, or even founder shares, by the way, you want a good deal. You get a levered or return or better gearing. Now, why does a sponsor do? Let's back up. That's what the investor in the IPO gets, there's various cycles. Why does it? Sponsor does this because on a $200 million spec, there's lawyer fees, there's investment banking fees, there's registration SEC fees, there's putting a team together to go look at the industry and find acquisitions. That costs, let's say, in a $200 million deal, $8 million. So they're going to put up to $8 million of risk. money, meaning they don't get any of the money that's sitting in collateral trust. That's the money to get this thing launched, operating to find a target. And if they don't find a target successfully,
Starting point is 00:47:47 they lose all their money. Whereas you, the SPAC investor, if they don't find a target successfully that goes to liquidation, remember those, that cash is sitting in a trust account in T-bills for your benefit. You get those proceeds. So you are, for simplicity purposes, principal protected. So, a SPAC issues $200 million and they put $200 million in the trust account and it's earning interest, don't forget. That's for your benefit. And sometimes SPACs put in $2,10 million against $200 million of shares. So there's over a collateralization. But the sponsor gets no benefit.
Starting point is 00:48:19 They only get a benefit if a deal is consummate, a merger, a business combination. But how do they get rewarded? They effectively get 20% or more of the upside. So like a hedge fund, it's a pretty nice deal, right? Put up $8 million, they get a deal closed, the value of the stock stays at $10 or parity, same price you issued it at $200 million.
Starting point is 00:48:39 They just got $40 million to make $40. If it trades down in half and only goes to $5 a share, you lost a lot of money if you've stayed in the deal, they still make money. So there's a misalignment to some degree because the fees are so of regis for the sponsors, but there's also an alignment that if they get a good deal, you do get to participate.
Starting point is 00:48:58 Now, that's a basic spec. There's one other point I need to mention. When they announce a transaction, you are the shareholder, not the warrant holder, not the bells and whistles, who is the shareholder can vote for against the deal. You vote against the deal, they get to keep looking to liquidation. And the liquidation aid, the only people that get the benefit of the trust or the stock orders, not the warrant holders, not anybody like that. If you vote for the deal and the deal goes forward, you do the shareholder, don't have to agree to be part of the merged company. You can say, I'm voting for the deal because I want my money back. you have the right to redeem with the benefit of the trust account.
Starting point is 00:49:32 Only your proration, not excess. So if it's 200 million trusts and 50% of the people agree to go forward and take the deals such and like in a deal that just closed recently was Rocket Labs. I think they had 90% or more agreed to roll into Rocket Labs, which is a spaceship launching company. But the other 10% or less than 10% said, I want my cash back. And they got their cash back. Now, part of the reason for the cash is the targets went to cash, whatever, we can spend time on that. But we launched the fund because historically, if you ignore the period from, let's say, Labor Day of last year,
Starting point is 00:50:08 meaning Labor Day of 2020, to let's say St. Patrick's Day of 2021, other than that brief period of time, most of the time, in order to induce you to give them the cash, why they look for a deal, you had to get paid something in your money, time value of money. they did it, they had to induce you, whether it was with warrants or over collateralizing the trust that you could then redeem for the over collateralized amounts, they had to induce. And most people that buy SPACs as an IPO or in the secondary market are looking more as arbitrageers, getting a return on my money, and then if you announce a good deal, I get to participate.
Starting point is 00:50:46 So think of the SPAC shareholder or unit holder as a convertible bond with a two-year maturity, with no coupon, where you're buying it either at 100 par, or you're buying it at a discount, backed by T-bills, and if they announce a good deal, you get equity upside. And if they don't announce a good deal, you make a return in a yield. Now, in a world today where the convertible bond market, half the issues have a zero coupon and are trading at a 35 to 50% premium over the current stock price, it's kind of an attractive of asset class. And we looked at it, and we bought SPACs in the past, where we look at it either as exactly like that, as a convertible bond operator. So in the ETF, we're not quite that
Starting point is 00:51:32 focus. In the ETF, we're saying it is we're going to buy at the IPO or in the secondary market units and shares at collateral value or to discount the collateral. Effectively, we're not taking principal risk. And if they liquid it, we'll get our money back. If they go up, up, we can sell them. If they go down, we can buy more. If they announce a deal, it's a great deal and it goes up above redemption value, a collateral value, we can sell. If it doesn't go above the redemption value, more redeem. So today, to give you an idea, I just want to look at a piece of papers. We just ran it today. Again, this is going to change because this is going to be announced a little bit in the future. But to give you an idea, this has become a huge market. And it's become
Starting point is 00:52:14 10 to 15 percent of our assets across the board just in this kind of product. It's a cash alternative product, right? You've got two-year maturity or less. You're buying it a discount for almost like commercial paper discount. So to give you an idea, today, there are a total amount of SPACs approximately of 550 specs. And the total amount of cash in trust is over $170 billion. Now, if all of them find deals, typical deal size is about $2 billion, you're going to have 550 new companies entering the small and mid-cap market with an enterprise value that exceeds 200 million dollars, because the SPAC owners typically on a minority interest in the combined end end. That's a pretty big market.
Starting point is 00:53:02 And of that, call it 550 SPACs, about 140 have announced deals. And the rest are looking for deals. And what's interesting is that SPAC market today, if you bought the ones that are looking for deals, announcing deals, and you ran into their liquidation date. The median is almost two and a half percent yielded yield. That means there's a whole bunch yielding more, obviously a whole bunch yielding less. Some of the reasons, some are yielding less because they're a more preferred sponsor like the GORS, or because they have a deal in hand, right? So if you have a deal and you think it's going to go through it, it's going to close in 90 to 150 days, right? So the
Starting point is 00:53:41 liquidation dates longer than that. So that's one way of investing in the stuff that's has announced the fence and if the deal goes through, you're going to redeem. That's great. You make very good short-term returns. Obviously, if the arbitrage risk, the deal doesn't go through, you now extend to the liquidation date. By the same token, you also have stuff that hasn't announced the deal yet that if they announce a deal, your maturity is coming up sooner if they close, which is going to improve your yield. So we think the asset size is big enough, And we think that if you're disciplined, you can provide people very, very low duration yields in that time frame. And let me be clear, if you read our perspectives, we specifically say we're only buying things, stocks, units at or below collateral value, trust debt.
Starting point is 00:54:29 So we're not paying a premium. So if the world becomes like February, they may not have so much to buy at the moment. I don't think that's sustainable. And if we also announce that we will dispose of the shares or units within 10 business days post a successful combination of merger. I mean, quite frankly, I don't ever expect or highly unlikely to expect to go beyond the redemption. We'll either sell it or redeem. Why is it 10 days? Well, I hope you never make a mistake.
Starting point is 00:54:57 Sometimes you do. It gives me a little bit of room not to violate rules for the investor. But our intent is not to roll into the new deal. That's a different decision. That's do I like the deal? What's the company's opportunities? That's a small cap, midcap decision. And there's huge opportunities, just not what this one's going to do.
Starting point is 00:55:15 Well, you're making a lot of sense, David. It was just occurring to me while you were speaking that there are a lot of similarities with the strategy to something like a venture capital firm. I mean, it seems like if we go back to even one of the earliest points you touched on with the high-led corporate debt portfolio, you're talking about a theme of expected losses. You're expecting some of these things to go to zero. And if you bundle them up into a portfolio of sorts, you really only need a few outliers
Starting point is 00:55:41 to do very well for the portfolio itself to do well in aggregate. So I'm thinking if I'm understanding this correctly, you're packaging together a lot of different specs, some of which might just not find a company and get liquidated. Others might find a unicorn. And you just need a small percentage of that package to outperform to get an overall aggregate get good return. Our number one mantra here at our firm is to protect principle first. And the way to make money is not to lose it first. That's what we're good at. Other people are great at making money and taking principal risk, you know, and figuring that out. We try not to lose money. We do lose
Starting point is 00:56:17 money. We try not to. But our mantra is don't lose money, focus on principle. You know, the Warren Buffett return of principle is, you know, the fundamental basis of analysis of investing. If you get a unit. As FAC is typically issued a unit. It's typically issued a stock and a warrant. Eventually, the stock and the warrant split into two separate trading vehicles. So what we're suggesting is we would actually sell the warrant, take that cash, reduce our cost basis in the purchase price of the stock, right? Because we know if we paid $10 dollars for the stock and there's 10 or more in trust, we're going to get 10 or more liquidation or merger. And if we sell off the warrant, which is all the future upside, we're going to guarantee a return or lock in a return, I guess
Starting point is 00:56:56 is the better way of saying it, at three or four percent. And if it's a good deal, it's going to trade up anyway, and we're just going to make less. In the warrants, you are correct. There's a whole group of SPAC investors and your value investors may be interested in this. They actually look at it and say, if I buy the IPO and I sell off the stock and I keep the warrant, I'm creating cheap, long-term call options of about five years, right? And if I have a portfolio of them, yes, if they liquidate there were zero. If the deal's no good and trades below 1150, they're worth zero.
Starting point is 00:57:27 But I only need a couple to do really well, and I make a return. And like every venture capital, you're having a portfolio of a lot of them is likely to give you the outcome you want. I do want to warn people, two things about the warrants that are very important. If a SPAC announces a deal within the first 12 months of going public, the warrants are European style, meaning you can't exercise those warrants until that 12-month period is gone. So they don't price like a normal call option that you and I would be familiar. And actually, you get a lot of times you can wait to see the deal is and pick up the back half. I mean, yes, your warrants likely to double before you figure that out.
Starting point is 00:58:06 You lost the first 100% move. But you can evaluate the situation and that may be a better way. Doing it may not, that's a strategy. The other thing is a lot of warrants, the company has the right to force you to redeem or convert when it goes up to 1850. It doesn't mean you're not parsing the upside, but again, it creates another. technical trading aspect to it. I think it's perfectly fine on a portfolio of warrants. I'm not a venture capital investor. I don't invest in things where if you win the litigation, you make a lot of
Starting point is 00:58:32 money. If you lose it, you're wiped out. It's just not what our discipline is, but it's certainly a legitimate strategy. So I want to clarify what you're suggesting. I'm not suggesting anything other than it's a very perfectly fine investment strategy for people that want to do that and they understand the risks. For us, it's not what we do and what we offer. I appreciate that distinction. If I'm oversimplifying further, the whole idea of specs, as you just described to me, sounds a lot like going out and finding a great jockey, who's then going to go find a great horse. It's just really oversimplification. And you mentioned 550 specs out there, meaning 550 sponsors.
Starting point is 00:59:10 So that sounds like a lot of due diligence as far as going out there and saying, who is the sponsor we want to back. So walk us through a little bit how you approach valuating sponsors and how many of them are going to make up the ETF? So, first of all, 550 SPACs will not necessarily mean 550 sponsors because many sponsors have SPAC 1, 2, 3, 4, 5, 6, so that lowers your number of sponsors. But that doesn't change the question. So I'd like to tell you that doing really good due diligence of the sponsor is going to give you a significantly better outcome.
Starting point is 00:59:43 And unfortunately, I don't think that's been the experience. There are a couple sponsors that are definitely more successful, fully, gores, Betsy Cohen, Ludrick, although he just had his fact that didn't work out. But you can sort of determine that. But there's been sponsors we had high hopes based on their history and their experience. And the deal was just okay. There's been people that most people haven't heard of, and the deal's been phenomenal. So I'd like to tell you, and the way you do the due diligence is there's something called testing the waters. And capital markets groups call up large institutions that can write big checks such as ourselves and says, hey, would you like to tell you,
Starting point is 01:00:22 The water call, you meet management, you get to talk to them. They can't really tell you any of their targets, but it's more, let me tell you all about how terrific I am and why this space makes sense. But, you know, also is some of it's sector selection, and that's actually a bigger point. There's over 50 SPACs focused on FinTech. I don't think there's 50 FinTech good deals at a reasonable price. I could be wrong, but I don't think so. So sector plays a role as well.
Starting point is 01:00:45 I actually think sector is a bigger situation, but at the end of the day, both sector and sponsor. If you're doing it the way our ETF that we're proposing is doing it, it's a random walk. So in fact, it's such a random walk that someone could buy our ETF for another ETF that's doing it themselves that's competing with us when our launch. Or quite frankly, you can do it yourself. And you can trade for free at Schwab and Robin Hood, so you don't have to pay our management fee and our expense ratios for running the fund. And in fact, if you're interested, there's a lot of companies that provide databases of all the SPACs outstanding and what their terms are, where they trade. But a lot of them, or at least all the ones I've realized,
Starting point is 01:01:23 make you pay for the information. Now, here's the situation. It's all public information. It's all filed with the SEC, but it's so much information and it's a work. So what you're really paying for is someone to aggregate the information for you in a way that you as an individual can work. And quite frankly, I think, and our hope is in the middle of September, we're going to be able to give you a basic database for free. If you go to spackobserver.com in the middle of September, SPAC, Observer.com, all one word. And you put in your email, we're going to provide you the database for free. It'll be basic, but it'll give you how much is in trust, what the last price was, what that gross spread is, what your yield to liquidation is. Is it currently have a deal?
Starting point is 01:02:04 And if so, what is that deal? Does it not have a deal? And who are the sponsors? What's the second? What are the symbols? Now, that's pretty basic information. But if you have that information, you can replicate exactly what our ETF is going to do and what competitor ETF is going to do in the pre-merger specs, we're really focused on buying things at a below collateral value, and then either letting them to go to liquidation or redeeming them out, right, as a yield product. So as much as I'd like people to buy our product or their ETSs, you know, you'll automatically have a better performance, most likely, if you just do a diverse platform doing yourself. And by the way, it sounds counterintuitive that we would focus on trying to provide that
Starting point is 01:02:39 information people for free. But again, I believe investors are entitled to transparency, and they have to make a decision. Do they want it to do it themselves? or they want to pay somebody. Are our results going to be better? Hopefully, but who knows? It'll be an interesting test. You mentioned the expense ratio. Now I'm curious, what does the expense ratio look like for the ETF?
Starting point is 01:02:58 And is it net of all the underlying assets in it? So the expense ratio is the audit, the tax preparation, the striking of the price NAV every night, the work involved in monitoring, you know, creating the portfolio, doing the accounting portfolio, custodian. and custodian has costs. And of course, not insignificant is our management, because I want to get paid for the work I'm doing. So in our SPAC ETF, I don't think we put in the registration statement, but we're going to
Starting point is 01:03:27 propose an 80 basis points expense cap, which means the investor will pay 80 basis points off the top to both pay us and all those other expenses. We're not only basic points. And if the SPAC's assets, the AUM, rose, the ETF assets grow, that expense ratio will come down because, you know, custodians relatively variable, but administrative costs, board of director costs, all that stuff's fixed. So you're going to bring down your cost. Ultimately, if interest rates remain low and the returns that we produce under the strategy aren't two and a half to eight percent, but they're one to three percent net. And obviously, maybe we have to reduce
Starting point is 01:04:06 our fee to help improve the expense cap. We've done that before. And some of our other mutual funds would actually reduce the expense cap and earn less in order to make the product more reasonable for the work we're doing for the underlying investor. It's not something, very frankly, I'm not interested in doing, but if it's necessary, I will. And how many specs do you expect to make up the ETF? Is it typically around like 40 holdings or so, but is it going to exceed that? It depends on the market, right? There's 500 spacks and what's the liquidity, what's the size, and what are the yields? To own a spec at a mediocre yield doesn't make sense.
Starting point is 01:04:43 I mean, today, we have over 150 SPACs and the assets were managed. So, I mean, when we start the ETF, probably not because it's going to start with very little assets. But as the assets grow, you know, by definition, you'll grow your SPAC number. The other issue is owning more than 9.9% of a SPAC has issues regarding 13Ds, 13Gs, owning 19.9% has serious issues because it involves ownership control issues. So if the SPAC assets grow, that obviously by definition make you want to expand. And also there's a liquidity aspect.
Starting point is 01:05:15 I mean, if it's a $200 million SPAC, you know, you can own $5 million, but you can't own $40,000. Right. So those are the issues. So quite frankly, the SPAC market's big enough today, but one of the issues we actually have thought about, all of our strategies are capacity. And I believe every strategy out there, whether it's equities or whatever, has a capacity limit, both on the manager and the actual asset class. One of the things we explored when we launched the CF is based on today's market, and if the market deteriorates to a more normal market like what it was a year or two ago, how big can our SPAC grow?
Starting point is 01:05:48 And is there a way that we could capacity? We've come up with a solution for that we think. So we're going to be very mindful using the same words as the ESG bond of not growing assets for the sake of growing revenue. Fantastic. Well, David, this is very compelling. I mean, it's a whole new perspective on this asset class for me and probably a lot of our listeners, but myself included. I feel like I could talk to you all day, but I want to be mindful of your time. I have a lot more questions, but I think this is a great place to wrap.
Starting point is 01:06:18 Before I let you go, definitely provide our audience the resources available to them and where they can learn more about Crossing Bridge and yourself. For those who are interested in learning more about Crossing Bridge, the best place to go is our website. www. Crossingbridge.com, C-R-O-S-S-I-N-G-B-R-I-D-G-E.com, Crossing Bridge, all one word. You can also, if you want, email me directly at D-G-R-M-N-S-H-R-M-A-N at CrossingBridge. I would love to have you back on the show.
Starting point is 01:06:49 This was just such a pleasure and a really fun conversation. And so thank you so much for your time. I really appreciate it. Well, thanks for the opportunity. All right, folks. That's all we had for you this week. If you're loving the episodes, please go ahead and follow us on your favorite podcast app and leave us a review. Or you can always reach me on Twitter at Trey Lockerby.
Starting point is 01:07:06 And don't forget to check out the resources we have for you at the investorspodcast.com. We'll see you again next time. Thank you for listening to TIP. Make sure to subscribe to millennial investing by the Investors Podcast Network and learn how to achieve financial independence. To access our show notes, transcripts or courses, go to the investorspodcast.com. This show is for entertainment purposes only. Before making any decision consult a professional, this show is copyrighted by the Investors Podcast Network.
Starting point is 01:07:37 Written permission must be granted before syndication or rebroadcasting.

There aren't comments yet for this episode. Click on any sentence in the transcript to leave a comment.