If you are a public company, and you want one of your subsidiaries to go public via SPAC, do you need to spin off said subsidiary first? My intuition is yes because if you don't, that'd be kind of "double counting" in terms of public equity value and the amount of $$$ you get for said subsidiary.
Suppose you own >51% stake in that subsidiary (hence why it's called a subsidiary).
What if the following scenario happens:
You own 48.8% of a company (target) via a 100%-owned subsidiary --- so you indirectly own 48.8% of target. Say Carlyle owns 48.5% of the company, The rest is owned by the founder.
Right now, you are the biggest shareholder; at the same time, is a 0.3% margin meaningful in terms of who has absolute say?
Do you need to spin off said target company for it to list via a SPAC in this scenario?
Final question: what documents do you need to prepare ? Like a full list. I tried to search on SEC's website, but didn't find a list.
Sorry for dumb questions. Thanks.
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