Mergers & Acquisitions
SPAC Market Study 2022 – 1st Quarter Update
SPAC deal activity fell sharply in Q1 2022. The number of priced SPAC IPOs dropped from 163 in Q4 2021 to 55 in Q1 2022. Only 34 de-SPAC M&A deals were announced in Q1 compared with 61 in Q4. At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs. In addition, there were significant changes involving the use of Termination Fees, PIPE investments, Warrant Coverage, and Acquisition Terms/Durations on SPAC deals in Q1. Read more
SPAC Market Study 2021 – 4th Quarter Year-End Update
In our year-end update we researched SPAC IPO and de-SPAC M&A activity through December 31st. While the number of SPAC IPOs and de-SPAC M&A deals remained relatively robust in Q4 the average size of these deals is dropping. The average size of SPAC IPOs dropped in Q4 for the 3rd consecutive quarter to $176.8 million in average gross proceeds. At the same time the large, mega de-SPAC M&A deals seen in the first 3 quarters were noticeably absent in Q4. No de-SPAC deals announced in Q4 cracked the top 25 all-time largest de-SPACs, resulting in a significant drop in the average size of de-SPAC deals from $2.73B in Q3 to $1.25B in Q4. Read more
SPAC Market Study 2021 – 3rd Quarter Update
In our 3rd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through September 30th. While it doesn’t look like the torrid pace of SPAC activity in Q1 will return anytime soon, activity did rebound in Q3 to 88 priced SPAC IPOs from 64 in Q2. We also saw many of the largest de-SPAC M&A deals of all time announced in Q3, including MSP Recovery ($32.5B), Polestar ($20B), and Aurora Innovation ($11B). Despite these very large deals being announced, there is still plenty of SPAC dry powder available for more acquisitions in Q4 and into 2022. As of Sept 30th there were 452 SPAC IPOs still seeking a target, representing a total of $115.1B in gross proceeds raised. Read more
SPAC Market Study 2021 – 2nd Quarter Update
In our 2nd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through June 30th. Although increased scrutiny from the SEC certainly decelerated the pace of SPAC deal activity from Q1 to Q2, many of the largest de-SPAC M&A deals of all time were announced in Q2, and the level of activity was still very robust in comparison to previous years. Read more
Special Purpose Acquisition Company (SPAC) Market Study 2021
Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more
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 $142.4 billion in announced deals to earn the number one ranking among legal advisers.
| Target | Acquirer | Equity Value ($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
DPD Note: The company has scheduled the 2022 annual meeting for November 15, 2022 which is more than 70 days later than the anniversary of the company's 2021 annual meeting held on May 11, 2021 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of October 10, 2022 for all proposals. The company also provided the deadline to submit director nominations with is keyed off the upcoming meeting date. (8-K )
DPD Note: The company disclosed the date of the 2023 annual meeting and provided the advance notice deadlines for proposals and nominations including proxy access. This is the company's first annual meeting as a public company after it was spun-off from Becton, Dickinson and Company in April 2022. (8-K )
DPD Note: Kennedy Lewis Management began a campaign at F45 Training Holdings with an amended 13D filing disclosing it sent a letter to the board containing a proposal to acquire all remaining outstanding stock of the company (SC 13D/A )
(DEF 14A )
DPD Note: Kanen Wealth Management began a campaign at Orion Energy Systems with a 13D filing disclosing it intends to discuss board representation with the company (SC 13D )
DPD Note: The company disclosed the 2023 annual meeting date and updated deadlines of October 13, 2022 to submit director nominations and November 6, 2022 for other proposals. (8-K )
DPD Note: The company entered into a Support Agreement with Third Point LLC under which a new independent director, Carolyn Everson, will be appointed to the Board. The agreement includes standstill and voting commitments. Third Point previously disclosed a public letter to management calling for action to enhance stockholder value. (8-K )
(DEF 14A )
• Exhibit: Compensation and Human Capital Committee Charter (Co. Website )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
DPD Note: Apartment Investment and Management reported the commencement of a campaign by Land & Buildings noting the parties have held discussions since early August and disclosed the dissident's proxy contest nominees (PREC14A )
DPD Note: The company filed preliminary proxy materials for its December 16, 2022 annual meeting that disclosed that Land & Buildings Investment Management, LLC submitted a notice of nomination of a three-person director slate for election to the Board. The proxy statement includes a universal proxy card. (PREC14A )
Filing: On September 27, 2022, Charge Enterprises, Inc. (sometimes referred to herein as "we," "us," "our" or similar terms), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation (the "Certificate of Amendment"), which was approved by our ... (8-K )
Filing: On September 22, 2022, the board of directors (the "Board") of CIRCOR International, Inc. (the "Company") approved an amendment and restatement of the Company's Third Amended and Restated By-Laws (as so amended and restated, the "Fourth Amended and Restated By-Laws"). The Fourth Amended and Restated ... (8-K )
Filing: On September 28, 2022, the Board of Directors of The Community Financial Corporation (the "Company") approved and adopted the Amended and Restated Bylaws of the Company to amend Article III, Section 2 to decrease the number of directors from fourteen to twelve, effective immediately (8-K )
DPD Note: The company entered into a Cooperation Agreement with Biglari Capital Corp. ending a proxy fight (Biglari will withdraw nomination notice). Under the agreement, the company will expand the size of the Board from ten to eleven members and appoint Biglari nominee Jody L. Bilney. The agreement also includes standstill and voting commitments. (8-K )
Filing: On September 22, 2022, the Board of Directors (the "Board") of Duke Energy Corporation (the "Corporation") adopted Amended and Restated By-Laws (the "By-Laws"), effective immediately. Among other things, the amendments: · Update certain provisions related to stockholder meetings, including (i) clari ... (8-K )
• Exhibit: Compensation and Human Resources Committee Charter (Co. Website )
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
• Exhibit: Charter Amended/Restated Effective 04/27/2022 (S-8 )
DPD Note: Vote results for September 22, 2022 annual meeting include a stockholder proposal to declassify the Board that received a majority of votes cast and was approved. The Board had recommended shareholders vote in favor of the proposal given that the company had already amended its bylaws on September 25, 2021 to implement a phased-in declassification. (8-K )
DPD Note: Vote results for September 22, 2022 annual meeting include a company proposal to amend the charter to eliminate the supermajority vote requirement (66.67% of O/S) to remove directors, amend the bylaws and amend certain charter provisions that was not approved. The proposal was supported by nearly 61% of O/S but failed to receive the 66.67% required for approval. (8-K )
Filing: On September 26, 2022, the Board of Directors (the "Board") of Atara Biotherapeutics, Inc., a Delaware corporation (the "Company"), approved the amendment and restatement of the Bylaws of the Company (the "Second Amended and Restated Bylaws"). The Second Amended and Restated Bylaws are effective as ... (8-K )
(DEF 14A )
• Exhibit: Corporate Governance Committee Charter (Co. Website )
Filing: In connection with the issuance of the Series D Preferred Stock and the offer and sale of the Depositary Shares, on September 27, 2022, Merchants filed the Articles of Amendment with the Secretary of State of Indiana, establishing the authorized number of shares of Series D Preferred Stock as 149,50 ... (8-A12B )
Filing: On September 25, 2022, the Special Committee (the "Special Committee") of the board of directors (the "Board") of Purple Innovation, Inc., a Delaware corporation (the "Company"), adopted a stockholder rights agreement and declared a dividend of one right (a "Right") for each outstanding share of Cla ... (8-K )
Filing: The information required by this item will be contained, in part, in our Definitive Proxy Statement on Schedule 14A for our Annual Meeting of Stockholders to be held on January 10, 2023 (the "Proxy Statement") under the captions "Directors and Nominees for Director," "Executive Officers of the Compa ... (10-K )
Filing: On September 26, 2022, the Board of Directors of the Company voted to amend the Bylaws of the Company to amend Section 6 of the Bylaws regarding the requirements for quorum at a meeting of the stockholders of the Company from a majority of voting stock to one-third of the voting stock. Section 6 whi ... (8-K )
DPD Note: Juniper Investment Company began a campaign at Artivion with a 13D filing reporting the shares were purchased for investment purposes and that it may continue discussions with management and the board on company matters (SC 13D )
DPD Note: On September 25, 2022, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Filing: As described in Item 5.07, below, on September 21, 2022, at the 2022 Annual Meeting of Shareholders (the "Annual Meeting") of Conagra Brands, Inc. (the "Company"), upon the recommendation of the Company's Board of Directors (the "Board"), the shareholders of the Company approved a proposal to amend ... (8-K )
Filing: As described in Item 5.07, below, on September 21, 2022, at the 2022 Annual Meeting of Shareholders (the "Annual Meeting") of Conagra Brands, Inc. (the "Company"), upon the recommendation of the Company's Board of Directors (the "Board"), the shareholders of the Company approved a proposal to amend ... (8-K )
DPD Note: The company entered into a Governance Agreement with FF Top Holding LLC that, among other things, will end FF Top's litigation against the company. The company's Executive Chairperson, Susan Swenson, and another director, Brian Krolicki, will resign from the Board once the company receives certain funding. Jordan Vogel will resign from the Nominating and Corporate Governance Committee. The Board will also be expanded from nine members to 10 and Adam He will be appointed. FF Top previously demanded the company call a stockholder meeting in order to submit the removal of Mr. Krolicki to a stockholder vote. (8-K )
DPD Note: Novo Holdings began a campaign at Milestone Pharmaceuticals with an amended 13D filing (#4) reporting that it may, at some future time, hold discussions with management and the board on a range of company matters (SC 13D/A )
Filing: On September 20, 2022, the Board of Directors (the "Board") of PAR Technology Corporation (the "Company") amended and restated the Bylaws of the Company effective as of such date, to implement certain updates and make certain administrative, modernizing, clarifying, and conforming changes. The amend ... (8-K )
(DEF 14A )
Filing: After the close of business on September 23, 2022, Annaly Capital Management, Inc. (the "Company") effected the previously announced 1-for-4 reverse stock split (the "Reverse Stock Split") of its outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). On September 22, 202 ... (8-K )
Filing: After the close of business on September 23, 2022, Annaly Capital Management, Inc. (the "Company") effected the previously announced 1-for-4 reverse stock split (the "Reverse Stock Split") of its outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). On September 22, 202 ... (8-K )
Filing: On September 20, 2022, the Board of Directors amended the By-Laws of Becton, Dickinson and Company (the "Company"), as follows: *Article II, Section 2.C. of the By-Laws, relating to special meetings, was amended to lower the threshold requirement for shareholders to request a special meeting from 25 ... (8-K )
DPD Note: At the September 21, 2022 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
Filing: On September 19, 2022, the Board of Directors of IDT Corporation (the "Company") adopted the Company's Eighth Amended and Restated By-Laws, effective as of September 19, 2022, with the following effect: ● Amending Article IV to allow the Board of Directors to appoint a Chairman as an officer of the ... (8-K )
Filing: On September 22, 2022, the Board of Directors (the "Board") of Ingredion Incorporated (the "Company") adopted amendments to the Company's bylaws as previously in effect (the "prior bylaws") and a restatement of the bylaws as so amended (the "amended bylaws"), effective as of such date of adoption. T ... (8-K )
DPD Note: Mason P. Slaine began a campaign at Lee Enterprises with a 13D filing reporting that he "may be interested in initiating discussions" on a range of issues including whether Lee should withdraw from the public market and become a privately held company (SC 13D )
DPD Note: Howard Amster began a campaign at Ocwen Financial with a 13D filing reporting that the shares were purchased for investment purposes and that he may in the future discuss company matters with management and the board (SC 13D )
DPD Note: On September 22, 2022, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Filing: On September 20, 2022, the Board of Directors of Retail Opportunity Investment Corp. (the "Company") adopted and approved the Company's Second Amended and Restated Bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws were amended and restated in response to the new Universal P ... (8-K )
Filing: As disclosed in the Definitive Information Statement on Schedule 14C filed by Riley Exploration Permian, Inc. (the "Company") with the Securities and Exchange Commission ("SEC") on September 2, 2022 (the "Information Statement"), and described in greater detail in the Company's Current Report on For ... (8-K )
DPD Note: Kimmeridge Energy Mgmt began a campaign at SilverBow Resources with a 13D filing reporting that it intends to continue to hold discussions about operational and strategic opportunities to maximize value including potential consolidation opportunities (SC 13D )
Filing: On September 22, 2022, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL") and a periodic review of the Company's bylaws, the Board adopted amended and restated bylaws of the ... (8-K )
Filing: On September 20, 2022, Velodyne Lidar, Inc., a Delaware corporation (the "Company") entered into a Tax Benefits Preservation Plan (the "Tax Benefits Preservation Plan"). The purpose of the Tax Benefits Preservation Plan is to protect the Company's ability to utilize its net operating losses and othe ... (8-K )
Filing: On September 16, 2022, the Board of Directors (the "Board") of Affirm Holdings, Inc. (the "Company") approved the Company's Amended and Restated Bylaws (the "Amended Bylaws"), effective September 16, 2022. The Amended Bylaws incorporate certain amendments to address changes to the Delaware General C ... (8-K )
(DEF 14A )
Filing: On September 22, 2022, Avenue Therapeutics, Inc. (the "Company") filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to (i) effect a 1-for-15 reverse stock split (the "Reverse Stock Spl ... (8-K )
Filing: On September 22, 2022, as approved by the stockholders of CohBar, Inc. (the "Company") on June 15, 2022, the Company filed a certificate of amendment (the "Certificate of Amendment") to its Third Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretar ... (8-K )
DPD Note: JANA Partners began a campaign at Freshpet with a 13D filing reporting that it intends to hold discussions with management and the board on issues including evaluating the company's strategic value in a sale, capital allocation, and operations (SC 13D )
DPD Note: Ancora Advisors began a campaign at Kohl's with a press release and public board letter calling for both a new Chair and CEO in favor of new leadership that can implement a turnaround strategy and start producing enhanced shareholder value (Press Release )
Filing: Upon Portage Biotech Inc. by action of its board of directors, amended its Memorandum of Association and Articles of Association (the "M&A") and on September 20, 2022, filed an updated version thereof with the Registrar of Companies in the British Virgin Islands. The principle purpose of the changes ... (6-K )
Filing: Upon Portage Biotech Inc. by action of its board of directors, amended its Memorandum of Association and Articles of Association (the "M&A") and on September 20, 2022, filed an updated version thereof with the Registrar of Companies in the British Virgin Islands. The principle purpose of the changes ... (6-K )
Filing: On September 22, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of Nevada to increase the number of authorized shares of the Company's common stock from 50,000,000 to 150,000,000 shares (the "Charter Amendment"). As previously d ... (8-K )
Filing: On September 21, 2022, the Bylaws (the "Bylaws") of Universal Health Services, Inc. (the "Company"), were amended and restated in their entirety (the "Amended and Restated Bylaws") by the Company's Board of Directors (the "Board"). The Amended and Restated Bylaws are effective immediately. The amend ... (8-K )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
IPO Activity
Mobileye Global Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
EPIEN Medical, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
EPIEN Medical, Inc. disclosed plans to offer 4,190,476 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock
EPIEN Medical, Inc. set the anticipated price range for its IPO at $4.25 to $6.25 per share
Millstreet Capital Acquisition Corp. withdrew its initial public offering citing unfavorable market conditions
Laser Photonics Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Qomolangma Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
dMY Squared Technology Group, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
dMY Squared Technology Group, Inc. decreased the number of units to be offered to 6,000,000 units from 7,500,000 units
CaliberCos Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CaliberCos Inc. disclosed plans to offer 1,600,000 shares of Class A common stock to the public
CaliberCos Inc. set the anticipated price range for its IPO at $5.00 to $6.00 per share
Leonardo DRS, Inc. withdrew its IPO after entering into a definitive agreement to merge with RADA Electronic Industries Ltd. whereby upon completion of the transaction, Leonardo DRS would become a publicly traded company
SOS Hydration Inc. increased the number of units to be offered to 1,318,181 units from 1,200,000 units
FG New America Acquisition II Corp. withdrew its initial public offering as the company is no longer pursuing an IPO
Prime Medicine, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Ultimax Digital, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Ultimax Digital, Inc. disclosed plans to offer 2,500,000 shares of common stock to the public
Ultimax Digital, Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share
Cadrenal Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Cadrenal Therapeutics, Inc. disclosed plans to offer 3,100,000 shares of common stock to the public with Cadrenal selling 2,000,000 shares and selling shareholders offering 1,100,000 shares
Cadrenal Therapeutics, Inc. set the anticipated price for its IPO at $5.00 per share
Prime Skyline Limited increased the number of ordinary shares to be offered to 6,250,000 shares from 3,750,000 shares with Prime Skyline Limited now selling 4,581,250 shares and the selling stockholder offering 1,668,750 shares
LifeSci Acquisition III Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Melt Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
LeeWay Services, Inc. disclosed plans to offer 3,000,000 shares of common stock to the public
LeeWay Services, Inc. set the anticipated price for its IPO at $5.00 per share
Clearmind Medicine Inc. disclosed plans to offer 1,041,666 shares of common stock to the public
Dorchester Capital Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Intensity Therapeutics, Inc. increased the number of common shares to be offered to 2,222,222 from 2,142,858 shares
Intensity Therapeutics, Inc. decreased the anticipated price range for its IPO to between $4.00 to $5.00 per share from $6.00 to $8.00 per share
Med-X, Inc. increased the number of shares of common stock to be offered to 1,686,747 shares from 1,556,265 units
Global Star Acquisition, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Nexalin Technology, Inc. increased the number of units to be offered to 2,315,000 units from 1,500,000 units
The underwriters received a discount of $0.33 per share (a gross spread of 7.97%) and a total of $9.6 mil for underwriting Nexalin Technology, Inc.'s IPO
Nexalin Technology, Inc. set the price of its initial public offering of 2,315,000 shares at $4.15 per share, which is 31% below the low end of its $6.00 to $7.00 price range, for gross proceeds of $9.6 mil
Hudson Acquisition I Corp. disclosed that the units to be offered consist of one share of common stock and one right to receive one-fifth of one share of common stock.
Genelux Corporation disclosed plans to offer 2,500,000 shares of common stock to the public
Genelux Corporation set the anticipated price range for its IPO at $6.00 to $7.00 per share
SolarJuice Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Felicitex Therapeutics Inc. disclosed plans to offer 2,480,000 units, with each unit consisting of one share of common stock and one warrant
Snail, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ev Transportation Services, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
American Healthcare REIT, Inc. filed for an initial public offering with its filing of an S-11 with the Securities and Exchange Commission (SEC)
KWESST Micro Systems Inc. disclosed plans to offer 2,323,232 units, with each unit consisting of one common share and one warrant to purchase one common share
KWESST Micro Systems Inc. set the anticipated price range for its IPO at $4.13 to $5.74 per unit
AgiiPlus Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Aquaron Acquisition Corp. disclosed that each unit will now consist of one share of common stock and one right to receive one-fifth of one share of common stock
The underwriters received a discount of $0.84 per share (a gross spread of 4%) and a total of $67.2 mil for underwriting Corebridge Financial, Inc.'s IPO
Corebridge Financial, Inc. set the price of its initial public offering of 80,000,000 shares at $21.00 per share, which was within the $21.00 to $24.00 price range, for gross proceeds of $1.68 bil
Li Bang International Corporation Inc. increased the anticipated price range for its IPO to $4.00 to $6.00 per share from $5.00 per share
Innovation Beverage Group Limited increased the number of ordinary shares to be offered to 2,125,000 from 1,700,000 shares
Nexalin Technology, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Third Harmonic Bio, Inc. increased the number of shares to be offered to 10,900,000 units from 9,000,000 units
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $12.97 mil for underwriting Third Harmonic Bio, Inc.'s IPO
Third Harmonic Bio, Inc. set the price of its initial public offering of 10,900,000 shares at $17.00 per share, which was at the midpoint of the $16.00 to $18.00 price range, for gross proceeds of $185.3 mil
Wearable Devices Ltd. increased the number of common unis to be offered to 3,750,000 from 3,600,000 shares
The underwriters received a discount of $0.2975 per share (a gross spread of 7%) and a total of $1.1 mil for underwriting Okta, Inc.'s IPO
Wearable Devices Ltd. set the price of its initial public offering of 3,750,000 at $4.25 per share, which is 18% below the low end of its $5.20 to $7.20 price range, for gross proceeds of $15.9 mil
Cetus Capital Acquisition Corp. disclosed that each unit to be offered in the IPO will now consist of one share of Class A common stock, one redeemable warrant, and one right to purchase 1/10 of one share of common stock
ParaZero Technologies Ltd. increased the number of units to be offered to 3,040,000 from 2,525,000 shares
Hongli Group Inc. increased the number of ordinary shares to be offered to 5,500,000 from 5,000,000 shares
Third Harmonic Bio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Corebridge Financial, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Adamas One Corp. disclosed plans to offer 4,906,228 shares of common stock to the public with Adamas One Corp. selling 3,150,000 shares and selling shareholders offering 1,756,228 shares
Adamas One Corp. set the anticipated price range for its IPO at $4.50 to $5.00 per share
Global Backbone Technology, Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Global Backbone Technology, Ltd disclosed plans to offer 1,250,000 ordinary shares in its IPO
Global Backbone Technology, Ltd set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
Innovation Beverage Group Limited disclosed plans to offer 1,700,000 ordinary shares
Innovation Beverage Group Limited set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Four Leaf Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Four Leaf Acquisition Corporation disclosed plans to offer 6,500,000 units, with each unit consisting of one share of common stock and one redeemable warrant
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $3.25 mil for underwriting Four Leaf Acquisition Corporation's IPO
Four Leaf Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Keter1 Acquisition Corporation withdrew its initial public offering as the company has determined it will no longer pursue an IPO
Elicio Therapeutics, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO
dMY Squared Technology Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
dMY Squared Technology Group, Inc. disclosed plans to offer 7,500,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
The underwriters received a discount of $0.49 per share (a gross spread of 4.9%) and a total of $3.675 mil for underwriting dMY Squared Technology Group, Inc.'s IPO
dMY Squared Technology Group, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Wearable Devices Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ASP Isotopes Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Grandview Capital Acquisition Corp. withdrew its initial public offering
Trio Petroleum Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
MN8 Energy, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Yoshiharu Global Co. increased the number of Class A common shares to be offered to 2,940,000 from 2,4500,000 shares
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of $940,800 for underwriting Yoshiharu Global Co.'s IPO
Yoshiharu Global Co. set the price of its initial public offering of 2,940,000 shares at $4.00 per share, which was within the $4.00 to $5.00 price range, for gross proceeds of $11.76 mil
ICZOOM Group, Inc. decreased the number of Class A common shares to be offered to 3,000,000 shares from 4,400,000 shares
ICZOOM Group, Inc. decreased the anticipated price range for its IPO to between $4.00 to $5.00 per share from $5.00 to $6.00 per share
Vitro Biopharma, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Shengfeng Development Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Shengfeng Development Limited disclosed plans to offer 8,000,000 Class A ordinary shares
Shengfeng Development Limited set the anticipated price range for its IPO at $4.00 to $5.00 per Class A ordinary share
Agendia N.V. withdrew its initial public offering as the company has determined it will no longer pursue an IPO
INSU Acquisition Corp. IV withdrew its initial public offering as the company has determined it will no longer pursue an IPO
Republic Power Group Limited disclosed plans to offer 3,000,000 ordinary shares to the public
Republic Power Group Limited set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Corporate Governance Reports
The debate over dual class share structures has been ongoing for over a century. Yet every few years, dual class structures come under increased scrutiny and criticism – usually triggered by a specific event, such as a high-profile company going public with the founder retaining a class of supervoting shares – then the increased attention fades away. Recent policy changes by proxy advisory firms begin to take effect this year, and it will be interesting to watch this proxy season and next to see if the escalated pressure on companies with dual class structures will have any material effect. Read more
Deal Point Data continuously monitors changes to corporate charters and bylaws and other announcements for key governance and takeover defense changes as part of our ESG research. After a unique year in which the Covid-19 pandemic upended several long term trends, 2021 largely reverted back to what we had been observing in recent years - less companies making structural takeover defense changes, lower overall governing document filings and amendments, and less poison pill activity. Read more
One year removed from the Covid-19 related stock market crash and the resulting increase in the number of companies turning to poison pills, we revisit the status of these companies and plans. Read more
Companies that delayed the holding of their 2020 annual meeting that are returning to their traditional annual meeting schedule may be impacting advance notice deadlines for proposals and director nominations. A review of advance notice provisions and a feature that can require a resetting of the submission deadlines. Read more
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
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
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
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
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
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..