Welcome to a new game of Follow The Money. It’s always a good idea to play this game when looking at financial deals which look too good to be true, but never so much as when Donald Trump is involved. You have probably gotten the broad brush strokes of his new media empire, announced Wednesday night. TRUTH Social is going to be the new Twitter, we are told, and there are plans for a video-on-demand streaming service, TMTG+, and a news network, TMTG News. Trump and his SPAC (special purpose acquisition company) are going to take on the likes of Netflix and Disney, not to mention Twitter and Facebook and as of right now, they’re doing so without revealing any of the usual financial projections or information on corporate structures that are customary at this point.
So where is the money coming from and who’s behind all this? This is where it gets truly Trumpian. Don’t step too close to the rabbit hole, you’re liable to take one hell of a spill. Salon:
According to documents filed with the Securities and Exchange Commission, the company [Digital World Acquisition Corp. which went into business with Trump Technology and Media Group] was formed just a few weeks after Trump’s 2020 loss, with the stock brokerage firm Kingswood Capital Markets as the sole underwriter. As New York Magazine noted on Thursday, Kingswood used to be called EF Hutton — a 1980s financial powerhouse that was eventually sold after it was revealed the firm was involved in illegal mob-related ventures. Trump also famously bragged about dealing with the New York City Mafia during his years as a real estate developer.
DWAC’s official address is listed as a WeWork office in Miami, while its management team is also drawing a fair bit of scrutiny. Patrick Orlando, the firm’s CEO, appears to be a SPAC veteran whose most recent offering is Yunhong International, another blank-check company located in Wuhan, China.
The firm’s CFO is a strange pick as well: Luis Orleans-Braganza, a top deputy to Brazilian President Jair Bolsonaro and current member of the country’s parliament.
So that’s the cast of characters. Now here’s the day that DWAC and TMTG had in trading Thursday.
Millions rushed Thursday to snatch up shares of the blank-check company Trump is using to take his new media venture public, more than quadrupling its stock value in just one day.
As a result of the frenzied buying spree, shares of the shell company, called Digital World Acquisition Corp., are now sitting at $45.50 — which values it at a whopping $3.9 billion without ever launching a product. For reference, that’s roughly half the size of The New York Times, and commensurate with the value of Netflix after it had already been in business for eight years.
The surge in trading was so drastic that Fidelity even reported it was the No. 1 most traded name on its platform Thursday.
Now here’s what’s interesting. Digital World Acquisitions Company is the SPAC which is merging with Trump Media & Technology Group. SPACs have become popular as a means to sidestep the difficult and lengthy process of taking a company public. They are used when a non-pubic company merges with a shell company that is already public, in this case TWAC with TMTG.
Trump social media SPAC thing filed SEC paperwork this morning, but it's basically just the press release again. Nothing of substance, including management, etc.
So far, this is a shell buying a shell.
— Dan Primack (@danprimack) October 21, 2021
It’s a shell buying a shell. But it’s a shell buying a shell that went through the roof on the stock exchange Thursday, such that trading had to be halted several times, so neither of these are your typical shell.
I am not going to pretend to make a business case for [a Trump social media network]—there is a long history of hilarious fail
ure in the “social media for Trump” category—but maybe you can. It is not a sure thing, in any case. Maybe it would work, maybe it wouldn’t. When Twitter Inc. went public, it had never been profitable, and it was, you know, a real social network that people used. Maybe Twitter But Trump would immediately be profitable, but boy, I have some doubts. On the other hand, if Donald Trump launched a company that was like, “I am going to start a social media platform for Trump fans,” could he get people to buy the stock? I think that two fundamental lessons of the last few years are:
1. You can get people to buy any stock; and
2. Donald Trump can get people to buy anything.
So if Donald Trump announced, “Hey, I’m gonna do a social media company, buy some stock,” people would buy some stock. And then he’d get a lot of money. And then if the social media platform did not end up being profitable—as I cannot imagine it would be!—then he would, uh, still have that money? And if the social media platform did not end up being launched—if Trump and his crack team of technologists just couldn’t actually build a well-functioning online social network—then he would, uh, still have that money? And if there was no crack team of technologists at all, if nobody even tried to build the social media platform—then you see where I am going with this, right?
The point is that if you launch a company with the goal of making it profitable, you have to, like, have a workable business plan and execute on it and deal with a million different operational complexities. If you launch a company with the goal of selling a lot of stock, you have to get people to trust you and give you their money. There is some overlap between those things! But they are different things!
Levine says elsewhere in the article, “if you go public by merging your private company with a special purpose acquisition company, then you can just make up whatever you want and no one will check.“ Apparently that’s how SPACs work and you can see where this appeals to Trump, more than “appeals” to him, hits him where he lives. He’s looking at a win/win situation where everybody invests and he keeps the money and it doesn’t matter if he builds a social media network which even functions, let alone turns a profit. And to a guy who’s a billion dollars in debt and with legal bills out the kazoo, this is salvation. Forget trumpets, this is the sound of the cash register. That’s the only music to Trump’s ears.
Traditionally, SPAC deals are often announced with PIPEs, private investments in public equity, in which institutional or strategic investors commit hundreds of millions of dollars of their own money alongside the SPAC investment. Here, there is no PIPE; no institutional investors seem to be involved. Trump Very Tech Company Group is raising its money only from public investors in the SPAC.
Ordinarily, that would be risky: The SPAC investors have withdrawal rights—they can take back their $10 per share in cash, plus a little interest, instead of leaving it in the pot for the merger—so the company might not get any money. Here, it is not risky. The reason it is not risky is that people who like Trump will buy the stock. (Also: People who think “people who like Trump will buy the stock” will buy the stock; the Keynesian beauty contest applies here too.) Yesterday, before this announcement, DWAC’s stock closed at $9.96, a bit below the approximately $10.20 per share that it has in its trust, sort of a standard price for a SPAC with no deal yet. At 11 a.m. today it was trading at about $19.38, implying a valuation for Trump Thing of something like $1.7 billion. If you think Trump Thing is worth $19.38 per share, you are not going to take your $10 back; you’re going to keep the stock and let Trump have your $10. He will definitely get all $293 million.
Bear in mind, Forbes said that Trump made $82 Million from Trump Entertainment Resorts, an endeavor which lost hundreds of millions of dollars worth of investors’ money over a ten year period before it finally went belly up. Trump is fine with all of this. What’s one more bankruptcy if he can just pocket enough loot to have made it worth his while? All he’s doing is selling his “brand” and suckering in the MAGAs, nothing new there. So far so good, with an announcement of his TMTG on Wednesday and the stock market closing Thursday with the stock going from $9.96 pre-announcement, and closing at $45.50.
Like a lot of speculative ventures, some people will make a lot of money for a while. And sadly, a lot of others may lose a lot. But those are the “suckers” and “losers” and who cares about them, right?
It will be interesting to see how far TRUTH Social gets in the real world. So far it’s already been closed down after a hacker found an unreleased version of the site, before it even launched, per The Washington Post, and posted “a picture of a defecating pig to the ‘donaldjtrump’ account,” causing it to be pulled offline. That may be the way things go on a practical basis. But on a monetary basis, so far it looks like Trump’s taking it to the bank. For a while, at least, for a while. That’s part of the pattern, too. Everything comes up roses for a while and then it all goes to hell, everything Trump touches dies. And then he finds another scam.