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Mergers IPOs

Mergers & Acquisitions

Update on the Prevalence of SPAC IPOs

In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more

Increasing Prevalence and Size of SPAC IPOs

The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more

Observations on Recent Poison Pill Activity

As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more

Coronavirus Pandemic's Impact on Stock Swap Valuations

Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more

Corporate America's Medicine Against Coronavirus

Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more

Coronavirus Impact on M&A Agreement Drafting

Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more

Second Most Active U.S. Public M&A Environment on Record

The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.


Top 5 Largest U.S. Public M&A Deals Announced during First Half 2019
Target Acquirer Equity Value ($bil)
Celgene Corporation Bristol-Myers Squibb Company 71.6
Raytheon Company United Technologies 52.0
Anadarko Petroleum Occidental Petroleum 37.9
Worldpay, Inc. Fidelity National Information Services 34.8
SunTrust Banks BB&T Corporation 28.2

Market Leaders - U.S. Public Mergers

Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.

Rank Firm Equity Value ($bil)
1 Wachtell, Lipton, Rosen & Katz 249.4
2 Kirkland & Ellis 100.8
3 Skadden 88.4

M&A Adviser Fee Watch

As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.

Corporate Governance Activity

Berry Global Group, Inc.22 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Beyond Air, Inc.22 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
i3 Verticals, Inc.22 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
KB Home22 Jan 21
Governing Documents Filing (No Disclosure)
DPD Note: The company filed restated bylaws dated January 21, 2021 in its 10-K filing on January 22, 2021. The 10-K did not include any description of changes made to the bylaws. These bylaws added a new Section 3.14 Directors Emeritus. (10-K )
Mitek Systems, Inc.22 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Sonos, Inc.22 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Barrett Business Services, Inc.21 Jan 21
Proxy Access Director Nomination
DPD Note: Proxy access nomination by private investor Wayne King. Mr. King nominated himself for election to the company's Board at the 2021 annual meeting. Mr. King submitted a stockholder proposal to adopt proxy access in 2019 that led to the company's adoption of proxy access in May 2020. (SC 14N )
Corteva, Inc.21 Jan 21
Proxy Fight Director Nomination
DPD Note: Starboard Value press release and letter to the company's Chairman disclosing that it nominated a eight-person slate for election to the company's twelve-member Board at the 2021 annual meeting. Starboard wants the company to replace CEO James C. Collins citing company underperformace under his leadership. (DFAN14A )
Enanta Pharmaceuticals, Inc.21 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hologic, Inc.21 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Natural Grocers By Vitamin Cottage, Inc.21 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Penn Virginia Corporation21 Jan 21
Other Material Defense/Proxy Disclosure
DPD Note: The company completed a reorganization into an "up-C" structure. (8-K )
QUALCOMM Incorporated21 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
REV Group, Inc.21 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
TEGNA, Inc.21 Jan 21
Proxy Fight Director Nomination
DPD Note: Standard General L.P. disclosed that it submitted formal notice nominating a four-person slate for election to the company's Board at the company's 2021 annual meeting. Standard General waged an unsuccessful proxy fight to elect four Board members at the company's 2020 annual meeting. (SC 13D/A )
TEGNA, Inc.21 Jan 21
Update:Proxy Fight Director Nomination on 01/21/2021
• Press release: TEGNA Responds to Standard General Director Nominations (Press Release )
TRI Pointe Homes, Inc.21 Jan 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Apartment Income REIT Corp.20 Jan 21
Governance/Defense Controversy/Criticism
DPD Note: Land & Buildings Investment Management LLC (L&B) issued a press release containing a letter to the Board criticial of company directors that previously served as directors of Apartment Investment and Management Company ("Aimco") for underperformace and governance practices. L&B wants the company to refresh a majority of the Board with "true" independent directors and establish a special committee to evaluate strategic alternatives including a potential acquisition offer by Westdale Real Estate Investment and Management. Aimco completed the spin-off of the company in December 2020. (Press Release )
BellRing Brands, Inc.20 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Leaf Group Ltd.20 Jan 21
Governance/Defense Controversy/Criticism
DPD Note: VIEX Capital Advisors, llc disclosed it made a books and records demand related to the Board's decision to undertake a "highly dilutive" common stock public offering in December 2020 at a significant discount to the then current trading price. VIEX suggests the offering may have been done to dilute a group of stockholders holding approximately 40% of the outstanding shares that had been publicly pressuring the company for Board and management changes. (SC 13D/A )
Universal Technical Institute, Inc.20 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Alico, Inc.19 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ashford Hospitality Trust, Inc.19 Jan 21
Update:Proxy Fight Director Nomination on 01/04/2021
DPD Note: The company filed a lawsuit to prevent Cygnus Capital, Inc. from proceeding with an "unlawful proxy contest" claiming Cygnus Capital, Inc. violated federal securities laws by failing to disclose the formation of a secret stockholder group and failure to provide adequate disclosure regarding its plans for the company if Cygnus' "scheme" to take control of the Board were to succeed. (8-K )
Avaya Holdings Corp.19 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CMC Materials, Inc.19 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Helmerich & Payne, Inc.19 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hill-Rom Holdings, Inc.19 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hovnanian Enterprises, Inc.19 Jan 21
Poison Pill Amendment
DPD Note: Increase exercise price from $16.60 to $171.85; Reset to one Right per common share (following previous stock split); Extend expiration date from August 14, 2021 to August 14, 2024 (subject to stockholder approval or expires on August 14, 2022) (8-K )
Matthews International Corporation19 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Protective Insurance Corporation19 Jan 21
Other Material Defense/Proxy Disclosure
DPD Note: Steven A. Shapiro disclosed he is seeking approval from the Indiana Department of Insurance to solicit proxies in connection with the company's 2021 annual meeting. Mr. Shapiro and other Reporting Persons are party to a Restated Contingent Sale Agreement under which the Reporting Persons may only sell their company shares if the Board take certain actions, including the removal of the antitakeover restrictions that the Board put in place in response to the contemplated sale. Mr. Shapiro will solicit proxies to elect new Board members who would be willing to remove the antitakeover restrictions and take certain other actions to permit the contemplated sale if a resolution is not reached with the current Board. (SC 13D/A )
Walt Disney Company (The)19 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AECOM15 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Beacon Roofing Supply, Inc.15 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Construction Partners, Inc.15 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
MACOM Technology Solutions Holdings, Inc.15 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Mallinckrodt plc15 Jan 21
Call Special Meeting (By Stockholder)
DPD Note: The Buxton Helmsley Group, Inc. (BHG) issued a press release stating that it is preparing to call for an immediate "extraordinary general meeting" to replace a majority of the Board. BHG is opposed to the company's Chapter 11 restructuring plan that will extinguish all shareholder interests. BHG is calling to remove all directors not in compliance with the corporate governance requirement (11 out of 12 directors) that mandates they retain five times their annual cash retainer in common stock. The press release includes a link to fellow shareholders. (Press Release )
Prudential Bancorp, Inc.15 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
StoneX Group Inc.15 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
TFS Financial Corporation15 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Tyson Foods, Inc.15 Jan 21
Exempt Solicitation
DPD Note: The Investor Advocates for Social Justice filed a Notice of Exempt Solicitation on a voluntary basis in support of a shareholder proposal requesting the company prepare a report regarding its human rights due diligence process. The proposal was submitted by The American Baptist Home Mission Society and 22 co-filers and will be voted on at the company's February 2021 annual meeting. (PX14A6G )
Viridian Therapeutics, Inc.15 Jan 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
AptarGroup, Inc.14 Jan 21
Discloses AGM Date
• Press release: Aptar Declares Quarterly Dividend and Announces 2021 Annual Meeting Details (Press Release )
Delek US Holdings, Inc.14 Jan 21
Other Material Defense/Proxy Disclosure
DPD Note: Icahn Enterprises L.P./CVR Energy, Inc. filed a 13D/A that includes a letter to the company's Chairman in which it suggests the company replace three of its director nominees at upcoming 2021 annual meeting with three independent nominees proposed by CVR. Icahn/CVR requested the company promptly confirm whether it agrees to accept the request to replace the directors with its nominees and also requested the company provide them with its Director & Officer Questionnaire. The company's advance notice bylaw requires a nomination notice to include a company provided Director Questionnaire. (SC 13D/A )
Meta Financial Group, Inc.14 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ovintiv Inc.14 Jan 21
Governance/Defense Controversy/Criticism
DPD Note: Kimmeridge Energy Management Company, LLC issued a press release that includes a link to an investor presentation highlighting the company's failures of capital allocation, governance (i.e., stale board, pay for performance alignment) and environmental stewardship. Kimmeridge also threated a proxy fight at the 2021 annual meeting (i.e., "Kimmeridge is prepared to help drive the change that the company desperately needs by nominating directors to the Ovintiv Board at the upcoming annual meeting"). (DFAN14A )
RMR Group Inc. (The)14 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Sanderson Farms, Inc.14 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
TE Connectivity Ltd.14 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Tetra Tech, Inc.14 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Veeva Systems Inc.14 Jan 21
Other Material Defense/Proxy Disclosure
DPD Note: Vote results for January 13, 2021 special meeting include the approval of a charter amendment to become a public benefit corporation. (8-K )
CIM Commercial Trust Corporation13 Jan 21
Proxy Fight Director Nomination
DPD Note: Lionbridge Capital LP and Robotti & Company Advisors, LLC, acting as a "group", filed an initial 13D and press release announcing the nomination of a six-person slate for election to the company's Board at the 2021 annual meeting. The press release included a link to a letter to the Board. In December 2020, Engine Capital, L.P. also disclosed it nominated a six-person slate of director candidates for election at the annual meeting. (SC 13D )
First Savings Financial Group, Inc.13 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
HP Inc.13 Jan 21
Discloses AGM Date
• Press release: HP Inc. Board Declares Dividend and Sets Annual Meeting and Record Dates (Press Release )
Kulicke and Soffa Industries, Inc.13 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
OneWater Marine Inc.13 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Clearfield, Inc.12 Jan 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Greenlight Capital Re, Ltd.12 Jan 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2021 annual meeting on May 4, 2021 which is more than 45 days earlier the anniversary of the company's 2020 annual meeting held on October 29, 2020 triggering the alternative timing provision in the advance notice provision in the company's Articles of Association and a new deadline under Rule 14a-8. The company provided a deadline of February 11, 2021 to submit any proposals and nominations. (8-K )

IPO Activity

Dream Finders Homes, Inc.22 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $8.7 mil for underwriting Dream Finders Homes, Inc.'s IPO
Dream Finders Homes, Inc.22 Jan 21
IPO Price Disclosed
Dream Finders Homes, Inc. set the price of its initial public offering of 9,600,000 shares at $13.00 per share, which was within the $12.00 to $15.00 price range, for gross proceeds of $125 mil
Huadi International Group Co., Ltd.22 Jan 21
Shares Offered Decreased
Huadi International Group Co., Ltd. decreased the number of ordinary shares to be offered to 3,125,000 shares from 3,593,750 shares
Huadi International Group Co., Ltd.22 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.60 per share (a gross spread of 7.5%) and a total of $1.875 mil for underwriting Huadi International Group Co., Ltd.'s IPO
Huadi International Group Co., Ltd.22 Jan 21
IPO Price Disclosed
Huadi International Group Co., Ltd. set the price of its downsized initial public offering of 3,125,000 shares at $8.00 per share, which was within the $7.00 to $8.00 price range, for gross proceeds of $25 mil
Cole Haan, Inc.22 Jan 21
IPO Withdrawn
Cole Haan, Inc. withdrew its initial public offering as the company has determined not to pursue an IPO at this time
Twin Ridge Capital Acquisition Corp.22 Jan 21
Registration Statement Filed
Twin Ridge Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Twin Ridge Capital Acquisition Corp.22 Jan 21
Shares Offered Disclosed
Twin Ridge Capital Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Twin Ridge Capital Acquisition Corp.22 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Twin Ridge Capital Acquisition Corp.'s IPO
Twin Ridge Capital Acquisition Corp.22 Jan 21
Other IPO Related
Twin Ridge Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Power & Digital Infrastructure Acquisition Corp.22 Jan 21
Registration Statement Filed
Power & Digital Infrastructure Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Power & Digital Infrastructure Acquisition Corp.22 Jan 21
Shares Offered Disclosed
Power & Digital Infrastructure Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
Power & Digital Infrastructure Acquisition Corp.22 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Power & Digital Infrastructure Acquisition Corp.'s IPO
Power & Digital Infrastructure Acquisition Corp.22 Jan 21
Other IPO Related
Power & Digital Infrastructure Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Talis Biomedical Corporation22 Jan 21
Registration Statement Filed
Talis Biomedical Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Decibel Therapeutics, Inc.22 Jan 21
Registration Statement Filed
Decibel Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Tony Fun, Inc.22 Jan 21
Registration Statement Filed
Tony Fun, Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Tony Fun, Inc.22 Jan 21
Shares Offered Disclosed
Tony Fun, Inc. disclosed plans to offer 4,177,500 common shares to the public with Tony Fun selling 2,200,000 shares and selling shareholders offering 1,977,500 shares
Tony Fun, Inc.22 Jan 21
Price Range Disclosed
Tony Fun, Inc. set the anticipated price range for its IPO at $7.00 to $7.50 per share
RLX Technology Inc.22 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.39 per share (a gross spread of 3.25%) and a total of $45.4 mil for underwriting RLX Technology Inc.'s IPO
RLX Technology Inc.22 Jan 21
IPO Price Disclosed
RLX Technology Inc. set the price of its initial public offering of116,500,000 American Depositary Shares at $12.00 per share, which is 20% above the high end of its $8.00 to $10.00 price range, for gross proceeds of $1.4 bil
MYT Netherlands Parent B.V.22 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.82 per share (a gross spread of 7%) and a total of $28.5 mil for underwriting MYT Netherlands Parent B.V.'s IPO
MYT Netherlands Parent B.V.22 Jan 21
IPO Price Disclosed
MYT Netherlands Parent B.V. set the price of its initial public offering of 15,647,059 ADSs at $26.00 per share, which was within the increased $24.00 to $26.00 price range, for gross proceeds of $407 mil
Home Point Capital Inc.22 Jan 21
Shares Offered Disclosed
Home Point Capital Inc. disclosed plans to offer 12,500,000 common shares to the public with the selling shareholders offering all 12,500,000 shares and the company not selling any shares
Home Point Capital Inc.22 Jan 21
Price Range Disclosed
Home Point Capital Inc. set the anticipated price range for its IPO at $19.00 to $21.00 per share
GigCapital4, Inc.22 Jan 21
Registration Statement Filed
GigCapital4, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GigCapital4, Inc.22 Jan 21
Shares Offered Disclosed
GigCapital4, Inc. disclosed plans to offer 26,000,000 units, with each unit consisting of one share of common stock and one-third of one redeemable warrant
GigCapital4, Inc.22 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $14.3 mil for underwriting GigCapital4, Inc.'s IPO
GigCapital4, Inc.22 Jan 21
Other IPO Related
GigCapital4, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Huadi International Group Co., Ltd.21 Jan 21
Registration Statement Declared Effective
Huadi International Group Co., Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
RLX Technology Inc.21 Jan 21
Registration Statement Declared Effective
RLX Technology Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Patria Investments Limited21 Jan 21
Registration Statement Declared Effective
Patria Investments Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Patria Investments Limited21 Jan 21
Shares Offered Increased
Patria Investments Limited increased the number of Class A common shares to be offered to 30,098,824 shares from 26,650,000 shares with Patria continuing to sell 16,650,000 shares and the selling stockholder now offering 13,448,824 shares
Montauk Renewables, Inc.21 Jan 21
Registration Statement Declared Effective
Montauk Renewables, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Montauk Renewables, Inc.21 Jan 21
Shares Offered Decreased
Montauk Renewables, Inc. decreased the number of common shares to be offered to 3,047,015 shares from 3,902,941 shares with Montauk Renewables continuing to sell 2,350,000 shares and selling shareholders now offering 697,015 shares
Primavera Capital Acquisition Corporation21 Jan 21
Registration Statement Declared Effective
Primavera Capital Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Primavera Capital Acquisition Corporation21 Jan 21
Shares Offered Increased
Primavera Capital Acquisition Corporation increased the number of units to be offered to 36,000,000 units from 30,000,000 units
Liberty Media Acquisition Corporation21 Jan 21
Registration Statement Declared Effective
Liberty Media Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
SCP & CO Healthcare Acquisition Company21 Jan 21
Registration Statement Declared Effective
SCP & CO Healthcare Acquisition Company's registration statement was declared effective by the Securities and Exchange Commission (SEC)
SCP & CO Healthcare Acquisition Company21 Jan 21
Shares Offered Increased
SCP & CO Healthcare Acquisition Company increased the number of units to be offered to 20,000,000 units from 17,500,000 units
European Sustainable Growth Acquisition Corp.21 Jan 21
Registration Statement Declared Effective
European Sustainable Growth Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Virtuoso Acquisition Corp.21 Jan 21
Registration Statement Declared Effective
Virtuoso Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Virtuoso Acquisition Corp.21 Jan 21
Shares Offered Increased
Virtuoso Acquisition Corp. increased the number of units to be offered to 20,000,000 units from 18,000,000 units
One Equity Partners Open Water I Corp.21 Jan 21
Registration Statement Declared Effective
One Equity Partners Open Water I Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
North Atlantic Acquisition Corporation21 Jan 21
Registration Statement Declared Effective
North Atlantic Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
North Atlantic Acquisition Corporation21 Jan 21
Shares Offered Increased
North Atlantic Acquisition Corporation increased the number of units to be offered to 33,000,000 units from 30,000,000 units
Queen's Gambit Growth Capital21 Jan 21
Shares Offered Increased
Queen's Gambit Growth Capital increased the number of units to be offered to 30,000,000 units from 27,500,000 units
Jack Creek Investment Corp.21 Jan 21
Registration Statement Declared Effective
Jack Creek Investment Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Jack Creek Investment Corp.21 Jan 21
Shares Offered Increased
Jack Creek Investment Corp. increased the number of units to be offered to 30,000,000 units from 25,000,000 units
Priveterra Acquisition Corp.21 Jan 21
Registration Statement Filed
Priveterra Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Priveterra Acquisition Corp.21 Jan 21
Shares Offered Disclosed
Priveterra Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-third of one redeemable warrant
Priveterra Acquisition Corp.21 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Priveterra Acquisition Corp.'s IPO
Priveterra Acquisition Corp.21 Jan 21
Other IPO Related
Priveterra Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Caliber Home Loans, Inc.21 Jan 21
Other IPO Related
Caliber Home Loans, Inc. has filed a registration statement amendment that removes all previous references to the number of shares to be issued in the IPO and the anticipated price range
Isleworth Healthcare Acquisition Corp.21 Jan 21
Registration Statement Filed
Isleworth Healthcare Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Isleworth Healthcare Acquisition Corp.21 Jan 21
Shares Offered Disclosed
Isleworth Healthcare Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one common share and one-half of one redeemable warrant
Isleworth Healthcare Acquisition Corp.21 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3 mil for underwriting Isleworth Healthcare Acquisition Corp.'s IPO
Isleworth Healthcare Acquisition Corp.21 Jan 21
Other IPO Related
Isleworth Healthcare Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Crown PropTech Acquisitions21 Jan 21
Registration Statement Filed
Crown PropTech Acquisitions filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Crown PropTech Acquisitions21 Jan 21
Shares Offered Disclosed
Crown PropTech Acquisitions disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Crown PropTech Acquisitions21 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Crown PropTech Acquisitions' IPO
Crown PropTech Acquisitions21 Jan 21
Other IPO Related
Crown PropTech Acquisitions disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Goal Acquisitions Corp.21 Jan 21
Registration Statement Filed
Goal Acquisitions Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Goal Acquisitions Corp.21 Jan 21
Shares Offered Disclosed
Goal Acquisitions Corp. disclosed plans to offer 22,500,000 units, with each unit consisting of one common share and one warrant
Goal Acquisitions Corp.21 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $4.5 mil for underwriting Goal Acquisitions Corp.'s IPO
Goal Acquisitions Corp.21 Jan 21
Other IPO Related
Goal Acquisitions Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
VPC Impact Acquisition Holdings II21 Jan 21
Registration Statement Filed
VPC Impact Acquisition Holdings II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
VPC Impact Acquisition Holdings II21 Jan 21
Shares Offered Disclosed
VPC Impact Acquisition Holdings II disclosed plans to offer 22,500,000 units, with each unit consisting of one Class A ordinary share and one-fourth of one redeemable warrant
VPC Impact Acquisition Holdings II21 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $12.375 mil for underwriting VPC Impact Acquisition Holdings II's IPO
VPC Impact Acquisition Holdings II21 Jan 21
Other IPO Related
VPC Impact Acquisition Holdings II disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Leo Holdings III Corp21 Jan 21
Registration Statement Filed
Leo Holdings III Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Leo Holdings III Corp21 Jan 21
Shares Offered Disclosed
Leo Holdings III Corp disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-fourth of one redeemable warrant
Leo Holdings III Corp21 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Leo Holdings III Corp's IPO
Leo Holdings III Corp21 Jan 21
Other IPO Related
Leo Holdings III Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Legato Merger Corp.21 Jan 21
Shares Offered Increased
Legato Merger Corp. increased the number of units to be offered to 20,500,000 units from 17,500,000 units
Isos Acquisition Corp.21 Jan 21
Registration Statement Filed
Isos Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Isos Acquisition Corp.21 Jan 21
Shares Offered Disclosed
Isos Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Isos Acquisition Corp.21 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Isos Acquisition Corp.'s IPO
Isos Acquisition Corp.21 Jan 21
Other IPO Related
Isos Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Southeastern Grocers, Inc.21 Jan 21
Shares Offered Disclosed
Southeastern Grocers, Inc. disclosed plans to offer 8,900,000 common shares to the public with the selling shareholders offering all 8,900,000 shares and the company not selling any shares
Southeastern Grocers, Inc.21 Jan 21
Price Range Disclosed
Southeastern Grocers, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Dream Finders Homes, Inc.20 Jan 21
Registration Statement Declared Effective
Dream Finders Homes, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
MYT Netherlands Parent B.V.20 Jan 21
Registration Statement Declared Effective
MYT Netherlands Parent B.V.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Healthcare Capital Corp.20 Jan 21
Shares Offered Increased
Healthcare Capital Corp. increased the number of units to be offered to 24,000,000 units from 20,000,000 units
Bricktown Restaurant Group, Inc.20 Jan 21
IPO Withdrawn
Bricktown Restaurant Group, Inc. withdrew its initial public offering
Fifth Wall Acquisition Corp. I20 Jan 21
Registration Statement Filed
Fifth Wall Acquisition Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Fifth Wall Acquisition Corp. I20 Jan 21
Shares Offered Disclosed
Fifth Wall Acquisition Corp. I disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A common share and one-third of one redeemable warrant
Fifth Wall Acquisition Corp. I20 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Fifth Wall Acquisition Corp. I's IPO
Fifth Wall Acquisition Corp. I20 Jan 21
Other IPO Related
Fifth Wall Acquisition Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Crescent Cove Acquisition Corp.20 Jan 21
Registration Statement Filed
Crescent Cove Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Crescent Cove Acquisition Corp.20 Jan 21
Shares Offered Disclosed
Crescent Cove Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Crescent Cove Acquisition Corp.20 Jan 21
Registration Statement Declared Effective
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Crescent Cove Acquisition Corp.'s IPO
Crescent Cove Acquisition Corp.20 Jan 21
Other IPO Related
Crescent Cove Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Gores Holdings VII, Inc.20 Jan 21
Registration Statement Filed
Gores Holdings VII, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Gores Holdings VII, Inc.20 Jan 21
Shares Offered Disclosed
Gores Holdings VII, Inc. disclosed plans to offer 40,000,000 units, with each unit consisting of one share of Class A common stock and one-eighth of one warrant
Gores Holdings VII, Inc.20 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $22 mil for underwriting Gores Holdings VII, Inc.'s IPO
Gores Holdings VII, Inc.20 Jan 21
Other IPO Related
Gores Holdings VII, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
G Squared Ascend I Inc.20 Jan 21
Registration Statement Filed
G Squared Ascend I Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
G Squared Ascend I Inc.20 Jan 21
Shares Offered Disclosed
G Squared Ascend I Inc. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
G Squared Ascend I Inc.20 Jan 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting G Squared Ascend I Inc.'s IPO

Corporate Governance Reports

Top Takeover Defense Changes of 2020 - 01/21/2021

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. The public health impact of the COVID-19 pandemic led to an increase in changes to governing documents in 2020 including numerous companies making the changes necessary to facilitate virtual shareholder meetings. Read more

How Have Companies Responded to Delaware Supreme Court Upholding Federal Forum Provisions - 10/21/2020

A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions ("FFP") shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. Read more

Top Takeover Defense Changes of 2019 - 01/14/2020

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. With much of the conversation surrounding corporate governance shifting away from shareholder rights to social and environmental issues, the volume of defense changes and updates to governing documents in general declined for companies of all sizes for a second year in a row. Read more

Top Takeover Defense Changes of 2018 - 01/14/2019

A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more

Votes to Ratify Poison Pills Have Become Routine as Plans Evolve - 12/19/2018

It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more

Peak Proxy Access Nomination Season - 10/31/2018

Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more

Securities Offerings

IPOs - Record Unicorn Issuance

The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.

High-Yield Bonds

The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..