Mergers & Acquisitions
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
Arlington Asset Investment Corp.13 Dec 19
Governing Documents Filing (Change)
Filing: On December 13, 2019, the Board of Directors (the "Board") of Arlington Asset Investment Corp. (the "Company") amended (the "Amendment") Section 2.2 of the Amended and Restated Bylaws (as amended and restated, the "Bylaws"), effective January 1, 2020. The Amendment fixed the number of directors of t ... (8-K )
Filing: On December 13, 2019, the Board of Directors (the "Board") of Arlington Asset Investment Corp. (the "Company") amended (the "Amendment") Section 2.2 of the Amended and Restated Bylaws (as amended and restated, the "Bylaws"), effective January 1, 2020. The Amendment fixed the number of directors of t ... (8-K )
Conagra Brands, Inc.13 Dec 19
Governing Documents Filing (Change)
Filing: On December 9, 2019, the Board of Directors of Conagra Brands, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Bylaws (as amended, the "Bylaws"), effective as of that date, to designate the forum for certain types of litigation. Specifically, unless the Company conse ... (8-K )
Filing: On December 9, 2019, the Board of Directors of Conagra Brands, Inc. (the "Company") approved an amendment to the Company's Amended and Restated Bylaws (as amended, the "Bylaws"), effective as of that date, to designate the forum for certain types of litigation. Specifically, unless the Company conse ... (8-K )
Covanta Holding Corporation13 Dec 19
Governing Documents Filing (Change)
Filing: On December 12, 2019, the Board of Directors (the "Board") of Covanta Holding Corporation (the "Company") approved the amendment and restatement of the Company's Bylaws to reflect certain updates and modernize the Bylaws. The amended and restated Bylaws were effective upon adoption by the Board. The ... (8-K )
Filing: On December 12, 2019, the Board of Directors (the "Board") of Covanta Holding Corporation (the "Company") approved the amendment and restatement of the Company's Bylaws to reflect certain updates and modernize the Bylaws. The amended and restated Bylaws were effective upon adoption by the Board. The ... (8-K )
Dominion Energy, Inc.13 Dec 19
Governing Documents Filing (Change)
Filing: Effective December 13, 2019, Dominion Energy, Inc. (the "Company") amended its articles of incorporation to create a new series of the Company's Preferred Stock, which is designated as the 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock, without par value (the "Series B Stock") (8-K )
Filing: Effective December 13, 2019, Dominion Energy, Inc. (the "Company") amended its articles of incorporation to create a new series of the Company's Preferred Stock, which is designated as the 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock, without par value (the "Series B Stock") (8-K )
Global Net Lease, Inc.13 Dec 19
Governing Documents Filing (Change)
Filing: Charter Amendment On December 13, 2019, the Company filed an amendment to its charter (the "Articles of Amendment") with the State Department of Assessments and Taxation of Maryland (the "SDAT"), which became effective upon acceptance for record. Pursuant to the Articles of Amendment, the Company in ... (8-K )
Filing: Charter Amendment On December 13, 2019, the Company filed an amendment to its charter (the "Articles of Amendment") with the State Department of Assessments and Taxation of Maryland (the "SDAT"), which became effective upon acceptance for record. Pursuant to the Articles of Amendment, the Company in ... (8-K )
Hecla Mining Company13 Dec 19
Governing Documents Filing (Change)
Filing: On December 10, 2019, the Board of Directors of Hecla Mining Company (the "Company") approved an amendment to the Company's Bylaws, which amendment is effective immediately. The amendment approved by the Board amends Article VII of the prior Bylaws of the Company to provide that the Court of Chancer ... (8-K )
Filing: On December 10, 2019, the Board of Directors of Hecla Mining Company (the "Company") approved an amendment to the Company's Bylaws, which amendment is effective immediately. The amendment approved by the Board amends Article VII of the prior Bylaws of the Company to provide that the Court of Chancer ... (8-K )
Lennox International Inc.13 Dec 19
Discloses AGM Date
• Press release: Lennox International Declares Quarterly Dividend and Announces Annual Meeting (Press Release )
• Press release: Lennox International Declares Quarterly Dividend and Announces Annual Meeting (Press Release )
Medifast, Inc.13 Dec 19
Poison Pill Amendment
DPD Note: Exemption added for 13G filers owning more than 10% but less than 20% that filed the 13G in calendar year 2019 before the date of this amendment (8-K )
DPD Note: Exemption added for 13G filers owning more than 10% but less than 20% that filed the 13G in calendar year 2019 before the date of this amendment (8-K )
Panhandle Oil & Gas Inc.13 Dec 19
Plantronics, Inc.13 Dec 19
Governing Documents Filing (Change)
Filing: On each of December 9 and December 13, 2019, the Board of Directors of Plantronics, Inc. (the "Company") adopted resolutions to amend and restate the Company's Amended and Restated Bylaws, effective as of December 13, 2019 (as so amended and restated, the "Bylaws"). The Bylaws include a new Article ... (8-K )
Filing: On each of December 9 and December 13, 2019, the Board of Directors of Plantronics, Inc. (the "Company") adopted resolutions to amend and restate the Company's Amended and Restated Bylaws, effective as of December 13, 2019 (as so amended and restated, the "Bylaws"). The Bylaws include a new Article ... (8-K )
Plantronics, Inc.13 Dec 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 12/13/2019 (8-K )
• Exhibit: Bylaws Amended/Restated Effective 12/13/2019 (8-K )
Village Super Market, Inc.13 Dec 19
Defense Related Stockholder Proposal
DPD Note: Vote results for December 13, 2019 annual meeting include a stockholder proposal to adopt a majority vote standard to elect directors (from a plurality standard) that failed to receive a majority of votes cast and was not approved. The company disclosed in the proxy that the Sumas Family Group, which controls approximately 65.7% of the outstanding voting power, has informed the company that they intend to vote against the stockholder proposal. (8-K )
DPD Note: Vote results for December 13, 2019 annual meeting include a stockholder proposal to adopt a majority vote standard to elect directors (from a plurality standard) that failed to receive a majority of votes cast and was not approved. The company disclosed in the proxy that the Sumas Family Group, which controls approximately 65.7% of the outstanding voting power, has informed the company that they intend to vote against the stockholder proposal. (8-K )
Argo Group International Holdings, Ltd.12 Dec 19
Update:Solicit Holders to Meet Requirement to Call Special Meetings on 11/26/2019
DPD Note: The company announced it is conducting a proactive refreshment process and five members of the Board will retire as of the company's 2020 annual meeting. The company also announced it will move forward the date of its 2020 AGM to as early as March 2020 (as opposed to the usual May timeframe). In light of these actions, the Board now believes a special general meeting is unnecessary given its ongoing corporate governance review and Board refreshment process plus the fact that any special meeting would be convened a few weeks before the newly accelerated 2020 AGM date. Voce Capital Management LLC previously filed consent solicitation materials to requisition a special stockholder meeting. (Press Release )
DPD Note: The company announced it is conducting a proactive refreshment process and five members of the Board will retire as of the company's 2020 annual meeting. The company also announced it will move forward the date of its 2020 AGM to as early as March 2020 (as opposed to the usual May timeframe). In light of these actions, the Board now believes a special general meeting is unnecessary given its ongoing corporate governance review and Board refreshment process plus the fact that any special meeting would be convened a few weeks before the newly accelerated 2020 AGM date. Voce Capital Management LLC previously filed consent solicitation materials to requisition a special stockholder meeting. (Press Release )
Daily Journal Corporation12 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 05/14/2019 (10-K )
• Exhibit: Bylaws Amendment Effective 05/14/2019 (10-K )
INTL FCStone Inc.12 Dec 19
American International Group, Inc.11 Dec 19
Poison Pill Amendment
DPD Note: Extend expiration date from December 14, 2019 to December 11, 2022 (Board can extend again as long as the extension is submitted for stockholder ratification at the next annual meeting); Remove exemption for U.S. Treasury which no longer owns any shares (8-K )
DPD Note: Extend expiration date from December 14, 2019 to December 11, 2022 (Board can extend again as long as the extension is submitted for stockholder ratification at the next annual meeting); Remove exemption for U.S. Treasury which no longer owns any shares (8-K )
Kaman Corporation11 Dec 19
Governing Documents Filing (Change)
Filing: On December 11, 2019, the Board of Directors (the "Board") of Kaman Corporation (the "Company") amended and restated the Company's Bylaws (as so amended and restated, the "Bylaws") to, among other things, implement proxy access. Article II, Section 15 has been added to the Bylaws to permit a stockho ... (8-K )
Filing: On December 11, 2019, the Board of Directors (the "Board") of Kaman Corporation (the "Company") amended and restated the Company's Bylaws (as so amended and restated, the "Bylaws") to, among other things, implement proxy access. Article II, Section 15 has been added to the Bylaws to permit a stockho ... (8-K )
Mednax, Inc11 Dec 19
Proxy Fight Director Nomination
DPD Note: The company issued a statement confirming that Starboard Value and Opportunity Master Fund Ltd has submitted nominations for a majority slate of directors at the company's 2020 annual meeting. News sources had reported that Starboard privately nominated a majority slate of directors citing people familiar with the matter. (8-K )
DPD Note: The company issued a statement confirming that Starboard Value and Opportunity Master Fund Ltd has submitted nominations for a majority slate of directors at the company's 2020 annual meeting. News sources had reported that Starboard privately nominated a majority slate of directors citing people familiar with the matter. (8-K )
Progressive Corporation (The)11 Dec 19
Discloses AGM Date
Filing: * In addition, on December 6, 2019, the Board also set the close of business on March 13, 2020, as the record date for the determination of shareholders entitled to notice of, and to vote at, Progressive's Annual Meeting of Shareholders, which will be held on May 8, 2020 (Press Release )
Filing: * In addition, on December 6, 2019, the Board also set the close of business on March 13, 2020, as the record date for the determination of shareholders entitled to notice of, and to vote at, Progressive's Annual Meeting of Shareholders, which will be held on May 8, 2020 (Press Release )
TransEnterix, Inc.11 Dec 19
Governing Documents Filing (Change)
Filing: TransEnterix, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware on December 11, 2019 (the "Amendment"). The Amendment was filed to effectuate a reverse stock split of the Co ... (8-K )
Filing: TransEnterix, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware on December 11, 2019 (the "Amendment"). The Amendment was filed to effectuate a reverse stock split of the Co ... (8-K )
AES Corporation (The)10 Dec 19
Governing Documents Filing (Change)
Filing: On December 6, 2019, the Board of Directors (the "Board") of The AES Corporation (the "Company") approved ministerial amendments and related conforming changes (the "Amendments") to Sections 2.01, 2.03, 2.04, 2.05, 6.06, 7.02 and 8.01 of the Company's Amended and Restated Bylaws (the "Bylaws") to ex ... (8-K )
Filing: On December 6, 2019, the Board of Directors (the "Board") of The AES Corporation (the "Company") approved ministerial amendments and related conforming changes (the "Amendments") to Sections 2.01, 2.03, 2.04, 2.05, 6.06, 7.02 and 8.01 of the Company's Amended and Restated Bylaws (the "Bylaws") to ex ... (8-K )
American Vanguard Corporation10 Dec 19
Governing Documents Filing (Change)
Filing: On December 5, 2019, the board of directors of Registrant adopted and approved a resolution to amend and restate Registrant's Bylaws. The changes were made: (i) to bring its provisions up to date with Delaware General Corporation law; (ii) to include, and make consistent, the notice provisions for d ... (8-K )
Filing: On December 5, 2019, the board of directors of Registrant adopted and approved a resolution to amend and restate Registrant's Bylaws. The changes were made: (i) to bring its provisions up to date with Delaware General Corporation law; (ii) to include, and make consistent, the notice provisions for d ... (8-K )
Hawaiian Electric Industries, Inc.10 Dec 19
Planned Defense Change
Filing: On December 9, 2019, the board of directors (the "Board") of Hawaiian Electric Industries, Inc. ("HEI"), upon recommendation of the Nominating and Corporate Governance Committee of the Board, voted unanimously to submit proposals to HEI's stockholders at its 2020 Annual Meeting of Stockholders (the ... (8-K )
Filing: On December 9, 2019, the board of directors (the "Board") of Hawaiian Electric Industries, Inc. ("HEI"), upon recommendation of the Nominating and Corporate Governance Committee of the Board, voted unanimously to submit proposals to HEI's stockholders at its 2020 Annual Meeting of Stockholders (the ... (8-K )
McDonald's Corporation10 Dec 19
Governing Documents Filing (Change)
Filing: On December 6, 2019, the Board amended and restated the By-Laws of the Company (the "Amended and Restated By-Laws"), effective immediately, to add a new By-Law that specifies the Company's state of incorporation, Delaware, as the designated and exclusive forum in which covered litigation would be fi ... (8-K )
Filing: On December 6, 2019, the Board amended and restated the By-Laws of the Company (the "Amended and Restated By-Laws"), effective immediately, to add a new By-Law that specifies the Company's state of incorporation, Delaware, as the designated and exclusive forum in which covered litigation would be fi ... (8-K )
ProAssurance Corporation10 Dec 19
Southern Company (The)10 Dec 19
Advance Notice Disclosure
DPD Note: In connection with an amendment to the company's bylaws to adopt advance notice timeliness requirements, the company disclosed new deadlines for non-14a-8 proposals and nominations for its 2020 annual meeting. (8-K )
DPD Note: In connection with an amendment to the company's bylaws to adopt advance notice timeliness requirements, the company disclosed new deadlines for non-14a-8 proposals and nominations for its 2020 annual meeting. (8-K )
Southern Company (The)10 Dec 19
Governing Documents Filing (Change)
Filing: On December 9, 2019, the Board of Directors (the "Board") of The Southern Company (the "Company") approved and adopted, effective immediately, the Company's Amended and Restated By-Laws (the "Amended and Restated By-Laws"). The Amended and Restated By-Laws implement advance notice provisions, effect ... (8-K )
Filing: On December 9, 2019, the Board of Directors (the "Board") of The Southern Company (the "Company") approved and adopted, effective immediately, the Company's Amended and Restated By-Laws (the "Amended and Restated By-Laws"). The Amended and Restated By-Laws implement advance notice provisions, effect ... (8-K )
Verso Corporation10 Dec 19
Update:Proxy Fight Director Nomination on 09/20/2019
DPD Note: SCW Fund Investors switched from a 13G to 13D filer and disclosed a letter to the company's Board announcing its current intention to vote for the slate of directors nominated by Atlas Holdings and Blue Wolf Capital at the company's 2020 annual meeting. Lapetus Capital II LLC (Atlas Capital) previously nominated a four-person slate for election to the company's Board at its next annual meeting. Blue Wolf Capital is part of a "group" with Lapetus. (SC 13D )
DPD Note: SCW Fund Investors switched from a 13G to 13D filer and disclosed a letter to the company's Board announcing its current intention to vote for the slate of directors nominated by Atlas Holdings and Blue Wolf Capital at the company's 2020 annual meeting. Lapetus Capital II LLC (Atlas Capital) previously nominated a four-person slate for election to the company's Board at its next annual meeting. Blue Wolf Capital is part of a "group" with Lapetus. (SC 13D )
Argo Group International Holdings, Ltd.09 Dec 19
Update:Solicit Holders to Meet Requirement to Call Special Meetings on 11/26/2019
DPD Note: The company set the close of business on January 8, 2020 as the record date for Voce Capital Management LLC's consent solicitation to requisition a special stockholder meeting. (8-K )
DPD Note: The company set the close of business on January 8, 2020 as the record date for Voce Capital Management LLC's consent solicitation to requisition a special stockholder meeting. (8-K )
ArQule, Inc.09 Dec 19
Governing Documents Filing (Change)
Filing: On December 6, 2019, the board of directors of ArQule amended and restated ArQule's existing Amended and Restated By-Laws (the "Bylaws") to (i) revise Article V of the Bylaws to clarify certain indemnification provisions (the "Indemnification Amendment") and (ii) add a new Article VIII, Section 1 fo ... (8-K )
Filing: On December 6, 2019, the board of directors of ArQule amended and restated ArQule's existing Amended and Restated By-Laws (the "Bylaws") to (i) revise Article V of the Bylaws to clarify certain indemnification provisions (the "Indemnification Amendment") and (ii) add a new Article VIII, Section 1 fo ... (8-K )
Atlantic Union Bankshares Corporation09 Dec 19
Advance Notice Disclosure
DPD Note: In connection with an amendment to the company's bylaws to revise the advance notice timeliness requirements, the company disclosed new deadlines for non-14a-8 proposals and nominations for its 2020 annual meeting. (8-K )
DPD Note: In connection with an amendment to the company's bylaws to revise the advance notice timeliness requirements, the company disclosed new deadlines for non-14a-8 proposals and nominations for its 2020 annual meeting. (8-K )
Atlantic Union Bankshares Corporation09 Dec 19
Governing Documents Filing (Change)
Filing: Amendment and Restatement of Bylaws In connection with its periodic review of corporate governance matters, the Board of Directors (the "Board") of Atlantic Union Bankshares Corporation (the "Company") approved several amendments to the Company's bylaws in the form of amended and restated bylaws, ef ... (8-K )
Filing: Amendment and Restatement of Bylaws In connection with its periodic review of corporate governance matters, the Board of Directors (the "Board") of Atlantic Union Bankshares Corporation (the "Company") approved several amendments to the Company's bylaws in the form of amended and restated bylaws, ef ... (8-K )
General Electric Company09 Dec 19
Governing Documents Filing (Change)
Filing: On December 9, 2019, General Electric Company ("GE" or the "Company") filed with the Secretary of State of New York a Certificate of Change (the "Certificate of Change") to its restated Certificate of Incorporation (the "Certificate of Incorporation"). The Certificate of Change amends GE's Certifica ... (8-K )
Filing: On December 9, 2019, General Electric Company ("GE" or the "Company") filed with the Secretary of State of New York a Certificate of Change (the "Certificate of Change") to its restated Certificate of Incorporation (the "Certificate of Incorporation"). The Certificate of Change amends GE's Certifica ... (8-K )
NN, Inc.09 Dec 19
Update:Settlement/Standstill on 02/26/2019
DPD Note: Legion Partners Asset Management, LLC entered into a letter agreement with the company to exempt it from the 9.9% standstill obligation set forth in the Cooperation Agreement dated as of February 25, 2019 in connection with a new investment in company pursuant to a securities purchase agreement for convertible preferred stock and warrants. (Legion Partners is still subject to ownership limitations in the Certificate of Designation for the preferred stock and in the Warrant.) (SC 13D/A )
DPD Note: Legion Partners Asset Management, LLC entered into a letter agreement with the company to exempt it from the 9.9% standstill obligation set forth in the Cooperation Agreement dated as of February 25, 2019 in connection with a new investment in company pursuant to a securities purchase agreement for convertible preferred stock and warrants. (Legion Partners is still subject to ownership limitations in the Certificate of Designation for the preferred stock and in the Warrant.) (SC 13D/A )
Owens & Minor, Inc.09 Dec 19
Governing Documents Filing (Change)
Filing: Effective December 5, 2019, the Board approved an amendment to Section 2.2 of Article II of the Company's Amended and Restated Bylaws (the "Bylaws") to increase the size of the Board from seven directors to eight directors. Additionally, the Board approved an amendment to the Bylaws to become effect ... (8-K )
Filing: Effective December 5, 2019, the Board approved an amendment to Section 2.2 of Article II of the Company's Amended and Restated Bylaws (the "Bylaws") to increase the size of the Board from seven directors to eight directors. Additionally, the Board approved an amendment to the Bylaws to become effect ... (8-K )
Truist Financial Corporation09 Dec 19
Governing Documents Filing (Change)
Filing: On December 6, 2019, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the Company filed Articles of Amendment (the "Preferred Amendment") for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and rela ... (8-K )
Filing: On December 6, 2019, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the Company filed Articles of Amendment (the "Preferred Amendment") for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and rela ... (8-K )
Truist Financial Corporation09 Dec 19
Governing Documents Filing (Change)
Filing: On December 6, 2019, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the Company also filed Articles of Amendment for the purpose of amending its Articles of Incorporation to change the name of the Company from BB&T Corporation to Truist Financial Corpo ... (8-K )
Filing: On December 6, 2019, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the Company also filed Articles of Amendment for the purpose of amending its Articles of Incorporation to change the name of the Company from BB&T Corporation to Truist Financial Corpo ... (8-K )
Truist Financial Corporation09 Dec 19
Governing Documents Filing (Change)
Filing: Effective December 7, 2019, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the bylaws of the Company were amended and restated to reflect certain governance matters and the change of the name of the Company from BB&T Corporation to Truist Financial Cor ... (8-K )
Filing: Effective December 7, 2019, in connection with the consummation of the Merger and in accordance with the Merger Agreement, the bylaws of the Company were amended and restated to reflect certain governance matters and the change of the name of the Company from BB&T Corporation to Truist Financial Cor ... (8-K )
A10 Networks, Inc.06 Dec 19
Governing Documents Filing (Change)
Filing: Bylaws In connection with stockholder approval of the Restated Certificate, the Board of Directors of the Company made conforming amendments to the Company's Amended and Restated Bylaws, effective as of December 4, 2019, to replace the two-thirds supermajority voting provision to amend the Amended a ... (8-K )
Filing: Bylaws In connection with stockholder approval of the Restated Certificate, the Board of Directors of the Company made conforming amendments to the Company's Amended and Restated Bylaws, effective as of December 4, 2019, to replace the two-thirds supermajority voting provision to amend the Amended a ... (8-K )
A10 Networks, Inc.06 Dec 19
Governing Documents Filing (Change)
Filing: Certificate of Incorporation At the Annual Meeting of Stockholders of A10 Networks, Inc. (the "Company") held on December 4, 2019 (the "2019 Annual Meeting"), the Company's stockholders approved an amended and restated certificate of incorporation of the Company (the "Restated Certificate") to elimi ... (8-K )
Filing: Certificate of Incorporation At the Annual Meeting of Stockholders of A10 Networks, Inc. (the "Company") held on December 4, 2019 (the "2019 Annual Meeting"), the Company's stockholders approved an amended and restated certificate of incorporation of the Company (the "Restated Certificate") to elimi ... (8-K )
Capital Senior Living Corporation06 Dec 19
Planned Defense Change
Filing: On December 4, 2019, the Board of Directors (the "Board") of Capital Senior Living Corporation (the "Company") unanimously approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), subject to Stockhold ... (8-K )
Filing: On December 4, 2019, the Board of Directors (the "Board") of Capital Senior Living Corporation (the "Company") unanimously approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), subject to Stockhold ... (8-K )
Century Aluminum Company06 Dec 19
Governing Documents Filing (Change)
Filing: On December 3, 2019, the Board of Directors of Century Aluminum Company (the "Company") adopted amendments to the Company's Amended and Restated Bylaws (as amended, the "Bylaws") to provide for a "plurality plus" voting standard for the election of directors of the Company. Pursuant to these amendme ... (8-K )
Filing: On December 3, 2019, the Board of Directors of Century Aluminum Company (the "Company") adopted amendments to the Company's Amended and Restated Bylaws (as amended, the "Bylaws") to provide for a "plurality plus" voting standard for the election of directors of the Company. Pursuant to these amendme ... (8-K )
CME Group Inc.06 Dec 19
Discloses AGM Date
• Press release: CME Group Announces 2020 Annual Meeting Date (Press Release )
• Press release: CME Group Announces 2020 Annual Meeting Date (Press Release )
IES Holdings, Inc.06 Dec 19
Barnwell Industries, Inc.05 Dec 19
Proxy Fight Director Nomination
DPD Note: A group comprised of MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood and Bradley M. Tirpak that collectively hold approximately 11.3% of the company's outstanding shares issued a press release containing a letter to shareholders announcing it intends to nominate its own five-person slate of directors for election at the company's 2020 annual meeting. The group also criticized the company's corporate governance include its executive and director compensation practices. (Press Release )
DPD Note: A group comprised of MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood and Bradley M. Tirpak that collectively hold approximately 11.3% of the company's outstanding shares issued a press release containing a letter to shareholders announcing it intends to nominate its own five-person slate of directors for election at the company's 2020 annual meeting. The group also criticized the company's corporate governance include its executive and director compensation practices. (Press Release )
HG Holdings, Inc.05 Dec 19
Poison Pill Amendment
DPD Note: Extend expiration date from December 5, 2019 to December 5, 2022 (subject to stockholder approval at company's 2020 annual meeting) (8-K )
DPD Note: Extend expiration date from December 5, 2019 to December 5, 2022 (subject to stockholder approval at company's 2020 annual meeting) (8-K )
Monmouth Real Estate Investment Corporation05 Dec 19
Governing Documents Filing (Change)
Filing: On December 4, 2019, the Company also filed with the SDAT Articles of Amendment (the "Articles of Amendment") to the charter of the Company to increase the authorized number of shares of its stock from 404,439,750 shares to 421,900,000 shares, including an increase in the authorized number of shares ... (8-K )
Filing: On December 4, 2019, the Company also filed with the SDAT Articles of Amendment (the "Articles of Amendment") to the charter of the Company to increase the authorized number of shares of its stock from 404,439,750 shares to 421,900,000 shares, including an increase in the authorized number of shares ... (8-K )
Rocky Mountain Chocolate Factory, Inc.05 Dec 19
Settlement/Standstill
DPD Note: The company entered into a cooperation agreement with AB Value Management LLC ending a potential proxy fight. AB Value will withdraw its nominations and anti-poison pill proposal and the company will appoint AB Value's two director nominees including Andrew T. Berger, who serves as the managing member of AB Value Management. The agreement also includes a standstill provision. (8-K )
DPD Note: The company entered into a cooperation agreement with AB Value Management LLC ending a potential proxy fight. AB Value will withdraw its nominations and anti-poison pill proposal and the company will appoint AB Value's two director nominees including Andrew T. Berger, who serves as the managing member of AB Value Management. The agreement also includes a standstill provision. (8-K )
Tiffany & Co.05 Dec 19
Other Material Defense/Proxy Disclosure
Filing: On December 3, 2019, the Board of Directors of Registrant (the "Board") adopted revised Corporate Governance Principles for Registrant (8-K )
Filing: On December 3, 2019, the Board of Directors of Registrant (the "Board") adopted revised Corporate Governance Principles for Registrant (8-K )
Varex Imaging Corporation05 Dec 19
Discloses AGM Date
• Press release: Varex Sets Annual Meeting and Record Dates (Press Release )
• Press release: Varex Sets Annual Meeting and Record Dates (Press Release )
Varian Medical Systems, Inc.05 Dec 19
Discloses AGM Date
• Press release: Varian Schedules Annual Stockholder Meeting in Palo Alto (Press Release )
• Press release: Varian Schedules Annual Stockholder Meeting in Palo Alto (Press Release )
Verizon Communications Inc.05 Dec 19
Governing Documents Filing (Change)
Filing: On December 5, 2019, the Board of Directors of Verizon amended and restated the company's Bylaws, effective on that date. The amendments change the window within which an annual meeting may be advanced or delayed from the anniversary of the previous year's annual meeting from twenty-five (25) days b ... (8-K )
Filing: On December 5, 2019, the Board of Directors of Verizon amended and restated the company's Bylaws, effective on that date. The amendments change the window within which an annual meeting may be advanced or delayed from the anniversary of the previous year's annual meeting from twenty-five (25) days b ... (8-K )
DTE Energy Company04 Dec 19
Discloses AGM Date
• Press release: DTE Energy sets 2020 annual meeting date (Press Release )
• Press release: DTE Energy sets 2020 annual meeting date (Press Release )
Expedia Group, Inc.04 Dec 19
Governing Documents Filing (Change)
Filing: PROPOSAL 2: APPROVAL OF THE ADOPTION OF EXPEDIA GROUP'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Proposal and Required Vote At the upcoming 2019 Annual Meeting, Expedia Group stockholders will be asked to approve the adoption of an amended and restated certificate of incorporation for Exped ... (8-K )
Filing: PROPOSAL 2: APPROVAL OF THE ADOPTION OF EXPEDIA GROUP'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Proposal and Required Vote At the upcoming 2019 Annual Meeting, Expedia Group stockholders will be asked to approve the adoption of an amended and restated certificate of incorporation for Exped ... (8-K )
Madison Square Garden Company (The)04 Dec 19
Governing Documents Filing (Change)
Filing: On and effective December 4, 2019, the Board of Directors (the "Board") of The Madison Square Garden Company (the "Company") approved Amendment No. 1 to the Company's Amended By-laws (the "By-law Amendment"), pursuant to which Article II, Section 8 (Other Committees) of the Amended By-laws was amend ... (8-K )
Filing: On and effective December 4, 2019, the Board of Directors (the "Board") of The Madison Square Garden Company (the "Company") approved Amendment No. 1 to the Company's Amended By-laws (the "By-law Amendment"), pursuant to which Article II, Section 8 (Other Committees) of the Amended By-laws was amend ... (8-K )
Medifast, Inc.04 Dec 19
Governing Documents Filing (Refiling)
Filing: This Amendment No. 1 to Current Report on Form 8-K amends a Current Report on Form 8-K filed by Medifast, Inc. on June 13, 2019 (the "Report"), and is being filed solely to file a corrected version of Exhibit 3.1, an incorrect version of which was included in the Report. The incorrect version of Exh ... (8-K/A )
Filing: This Amendment No. 1 to Current Report on Form 8-K amends a Current Report on Form 8-K filed by Medifast, Inc. on June 13, 2019 (the "Report"), and is being filed solely to file a corrected version of Exhibit 3.1, an incorrect version of which was included in the Report. The incorrect version of Exh ... (8-K/A )
Rayonier Advanced Materials Inc.04 Dec 19
Planned Defense Change
Filing: On December 3, 2019, Rayonier Advanced Materials Inc. (the "Company") issued a press release announcing its intention to re-submit proposals to its stockholders seeking approval to modify certain provisions of its Articles of Incorporation (its "Charter") and Bylaws to (1) declassify its Board of Di ... (8-K )
Filing: On December 3, 2019, Rayonier Advanced Materials Inc. (the "Company") issued a press release announcing its intention to re-submit proposals to its stockholders seeking approval to modify certain provisions of its Articles of Incorporation (its "Charter") and Bylaws to (1) declassify its Board of Di ... (8-K )
Valaris plc04 Dec 19
Call Special Meeting (By Stockholder)
DPD Note: Luminus Management press release containing a letter to shareholders announcing it intends to call an Ordinary Meeting of Shareholders for the purpose of electing its own slate of directors. Luminus Management had previously publicly called for actions to be taken to enhance stockholder value. (DFAN14A )
DPD Note: Luminus Management press release containing a letter to shareholders announcing it intends to call an Ordinary Meeting of Shareholders for the purpose of electing its own slate of directors. Luminus Management had previously publicly called for actions to be taken to enhance stockholder value. (DFAN14A )
Valaris plc04 Dec 19
Update:Call Special Meeting (By Stockholder) on 12/04/2019
• Press release: Valaris Comments on Luminus' Intent to Nominate Director Candidates (Press Release )
• Press release: Valaris Comments on Luminus' Intent to Nominate Director Candidates (Press Release )
ViacomCBS Inc.04 Dec 19
Governing Documents Filing (Change)
Filing: CBS PROPOSAL 4-APPROVAL TO ADOPT AMENDMENTS TO THE BYLAWS Holders of CBS Class A common stock are being asked to approve the adoption of amendments to the bylaws of CBS (CBS Proposal 4, which we refer to as the "CBS A&R Bylaws proposal"). The amended and restated bylaws are included as Annex H to th ... (8-K )
Filing: CBS PROPOSAL 4-APPROVAL TO ADOPT AMENDMENTS TO THE BYLAWS Holders of CBS Class A common stock are being asked to approve the adoption of amendments to the bylaws of CBS (CBS Proposal 4, which we refer to as the "CBS A&R Bylaws proposal"). The amended and restated bylaws are included as Annex H to th ... (8-K )
ViacomCBS Inc.04 Dec 19
Governing Documents Filing (Change)
Filing: CBS PROPOSAL 3-APPROVAL TO ADOPT AMENDMENTS TO THE CERTIFICATE OF INCORPORATION Holders of CBS Class A common stock are being asked to approve the adoption of amendments to the certificate of incorporation of CBS (CBS Proposal 3, which we refer to as the "CBS A&R Charter proposal"). The amended and ... (8-K )
Filing: CBS PROPOSAL 3-APPROVAL TO ADOPT AMENDMENTS TO THE CERTIFICATE OF INCORPORATION Holders of CBS Class A common stock are being asked to approve the adoption of amendments to the certificate of incorporation of CBS (CBS Proposal 3, which we refer to as the "CBS A&R Charter proposal"). The amended and ... (8-K )
AK Steel Holding Corporation03 Dec 19
Governing Documents Filing (Change)
Filing: On and effective as of December 2, 2019, the board of directors of AK Steel Holding Corporation (the "Company") approved an amendment to the Company's by-laws to implement an exclusive forum provision (the "By-law Amendment"). The By-law Amendment provides that, unless the Company consents in writin ... (8-K )
Filing: On and effective as of December 2, 2019, the board of directors of AK Steel Holding Corporation (the "Company") approved an amendment to the Company's by-laws to implement an exclusive forum provision (the "By-law Amendment"). The By-law Amendment provides that, unless the Company consents in writin ... (8-K )
Assurant, Inc.03 Dec 19
Advance Notice Disclosure
DPD Note: 8-K to disclose the 14a-8 proposal deadline for the company's 2020 annual meeting. The company's previous year's proxy statement filed on March 25, 2019 did not include a deadline for 14a-8 proposals. (8-K )
DPD Note: 8-K to disclose the 14a-8 proposal deadline for the company's 2020 annual meeting. The company's previous year's proxy statement filed on March 25, 2019 did not include a deadline for 14a-8 proposals. (8-K )
Cimpress plc03 Dec 19
Reincorporation
DPD Note: Reincorporation in Ireland from The Netherlands. (8-K12B )
DPD Note: Reincorporation in Ireland from The Netherlands. (8-K12B )
First Financial Northwest, Inc.03 Dec 19
Governing Documents Filing (Change)
Filing: (a) On October 18, 2019, the Company amended its Bylaws to increase the number of directors from six to seven members (8-K )
Filing: (a) On October 18, 2019, the Company amended its Bylaws to increase the number of directors from six to seven members (8-K )
First Savings Financial Group, Inc.03 Dec 19
Discloses AGM Date
Filing: On November 27, 2019, the Board of Directors of the Company declared a cash dividend on the Company's outstanding shares of common stock. The dividend of $0.16 per share will be paid on or about December 31, 2019 to stockholders of record on December 13, 2019. Also, on December 2, 2019, the Company ... (8-K )
Filing: On November 27, 2019, the Board of Directors of the Company declared a cash dividend on the Company's outstanding shares of common stock. The dividend of $0.16 per share will be paid on or about December 31, 2019 to stockholders of record on December 13, 2019. Also, on December 2, 2019, the Company ... (8-K )
First United Corporation03 Dec 19
Update:Proxy Fight Director Nomination on 11/19/2019
DPD Note: Driver Management Company LLC 13D/A includes letter to the company's Lead Director which among other things questions why the Board appears to be conflating it's nomination of candidates for stockholders to vote on with the recommendation of candidates to be considered by the Board. Driver Management Company LLC previously disclosed the nomination of three candidates for election to the company's Board at the 2020 annual meeting. (SC 13D/A )
DPD Note: Driver Management Company LLC 13D/A includes letter to the company's Lead Director which among other things questions why the Board appears to be conflating it's nomination of candidates for stockholders to vote on with the recommendation of candidates to be considered by the Board. Driver Management Company LLC previously disclosed the nomination of three candidates for election to the company's Board at the 2020 annual meeting. (SC 13D/A )
Merrimack Pharmaceuticals, Inc.03 Dec 19
Poison Pill Adoption
Filing: On December 3, 2019, Merrimack Pharmaceuticals, Inc., a Delaware corporation (the "Company") entered into a Section 382 Rights Agreement (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent. Pursuant to the Rights A ... (8-K )
Filing: On December 3, 2019, Merrimack Pharmaceuticals, Inc., a Delaware corporation (the "Company") entered into a Section 382 Rights Agreement (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent. Pursuant to the Rights A ... (8-K )
Surge Components, Inc.03 Dec 19
Poison Pill Ratify Proposal
DPD Note: Vote results for November 26, 2019 annual meeting include the approval of an amendment to the NOL rights plan to extend the plan for three years. (8-K )
DPD Note: Vote results for November 26, 2019 annual meeting include the approval of an amendment to the NOL rights plan to extend the plan for three years. (8-K )
Advanced Emissions Solutions, Inc.02 Dec 19
Poison Pill Exemption/Carveout/Waiver Announcement
Filing: As previously disclosed, on May 5, 2017, the Board of Directors (the "Board") of the Company adopted a Tax Asset Protection Plan (the "Plan") in an effort to protect stockholder value by attempting to diminish the risk that the Company's ability to use its net operating losses and general business c ... (8-K )
Filing: As previously disclosed, on May 5, 2017, the Board of Directors (the "Board") of the Company adopted a Tax Asset Protection Plan (the "Plan") in an effort to protect stockholder value by attempting to diminish the risk that the Company's ability to use its net operating losses and general business c ... (8-K )
AeroCentury Corp.02 Dec 19
Poison Pill Expiration
DPD Note: On December 1, 2019, 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 )
DPD Note: On December 1, 2019, 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 )
Air Products and Chemicals, Inc.02 Dec 19
Governing Documents Filing (Change)
Filing: On 26 November 2019, the Board of Directors (the "Board") of Air Products and Chemicals, Inc. (the "Company") approved the amendment and restatement of the Company's Bylaws (as amended and restated, the "Bylaws"), which took effect immediately. The Bylaws supersede the previously existing Amended an ... (8-K )
Filing: On 26 November 2019, the Board of Directors (the "Board") of Air Products and Chemicals, Inc. (the "Company") approved the amendment and restatement of the Company's Bylaws (as amended and restated, the "Bylaws"), which took effect immediately. The Bylaws supersede the previously existing Amended an ... (8-K )
Evergy, Inc.02 Dec 19
Governing Documents Filing (Change)
Filing: On November 27, 2019, the Board of Directors (the "Board") of Evergy, Inc., a Missouri corporation (the "Company"), amended and restated the Company's Amended and Restated By-laws (the "By-laws"). The By-law amendments that were approved, among other things, (i) provide for a majority voting standar ... (8-K )
Filing: On November 27, 2019, the Board of Directors (the "Board") of Evergy, Inc., a Missouri corporation (the "Company"), amended and restated the Company's Amended and Restated By-laws (the "By-laws"). The By-law amendments that were approved, among other things, (i) provide for a majority voting standar ... (8-K )
Tribune Publishing Company02 Dec 19
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with Alden Global Capital, LLC under which the company agreed to increase the size of the Board to eight directors and appoint two new directors, both of whom are representatives of funds affiliated with Alden. The agreement also includes a standstill provision. In a 13D filing on November 25, 2019 reporting ownership of 32% of the company's shares, Alden disclosed that it may have conversations with members of management and the Board on topics including potentially seeking Board seats. (8-K )
DPD Note: The company entered into a Cooperation Agreement with Alden Global Capital, LLC under which the company agreed to increase the size of the Board to eight directors and appoint two new directors, both of whom are representatives of funds affiliated with Alden. The agreement also includes a standstill provision. In a 13D filing on November 25, 2019 reporting ownership of 32% of the company's shares, Alden disclosed that it may have conversations with members of management and the Board on topics including potentially seeking Board seats. (8-K )
Becton Dickinson and Company27 Nov 19
Cabot Microelectronics Corporation27 Nov 19
Catalyst Pharmaceuticals, Inc.27 Nov 19
Governing Documents Filing (Change)
Filing: On November 21, 2019, the Board of Directors (the "Board") of Catalyst Pharmaceuticals, Inc. (the "Company") adopted an amendment (the "Amendment") to the Company's Bylaws. The Amendment became effective upon adoption. The Amendment adopts majority voting for members of the Board of Directors on a g ... (8-K )
Filing: On November 21, 2019, the Board of Directors (the "Board") of Catalyst Pharmaceuticals, Inc. (the "Company") adopted an amendment (the "Amendment") to the Company's Bylaws. The Amendment became effective upon adoption. The Amendment adopts majority voting for members of the Board of Directors on a g ... (8-K )
Chico's FAS, Inc.27 Nov 19
Governing Documents Filing (No Disclosure)
DPD Note: The company filed "Restated Articles of Incorporation of Chico's FAS, Inc. (effective October 8, 2019)" but did not provide any disclosure regarding changes made to the document. The only changes identified by Deal Point Data were to fix incorrect Article numbers (e.g., substitute references to Article VI with Article V) including the two Articles that require a supermajority to amend (Articles VI or VIII replaced with Articles V or VII). The company also removed "Sections 607.1003 and 607.1007" from the first sentence of the charter (i.e., from "Pursuant to Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, CHICO'S FAS, INC., a Florida corporation ("Corporation"), hereby restates its Articles of Incorporation as follows"). (10-Q )
DPD Note: The company filed "Restated Articles of Incorporation of Chico's FAS, Inc. (effective October 8, 2019)" but did not provide any disclosure regarding changes made to the document. The only changes identified by Deal Point Data were to fix incorrect Article numbers (e.g., substitute references to Article VI with Article V) including the two Articles that require a supermajority to amend (Articles VI or VIII replaced with Articles V or VII). The company also removed "Sections 607.1003 and 607.1007" from the first sentence of the charter (i.e., from "Pursuant to Sections 607.1003 and 607.1007 of the Florida Business Corporation Act, CHICO'S FAS, INC., a Florida corporation ("Corporation"), hereby restates its Articles of Incorporation as follows"). (10-Q )
Enanta Pharmaceuticals, Inc.27 Nov 19
Discloses AGM Date
Filing: Portions of the registrant's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders scheduled to be held on February 26, 2020, which Definitive Proxy will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year end of September ... (10-K )
Filing: Portions of the registrant's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders scheduled to be held on February 26, 2020, which Definitive Proxy will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year end of September ... (10-K )
Hologic, Inc.27 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 01/18/1990 (10-K )
• Exhibit: Charter Amended/Restated Effective 01/18/1990 (10-K )
Hologic, Inc.27 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/27/1996 (10-K )
• Exhibit: Charter Amendment Effective 02/27/1996 (10-K )
Hologic, Inc.27 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 11/15/2005 (10-K )
• Exhibit: Charter Amendment Effective 11/15/2005 (10-K )
Hologic, Inc.27 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 10/22/2007 (10-K )
• Exhibit: Charter Amendment Effective 10/22/2007 (10-K )
Hologic, Inc.27 Nov 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 03/11/2008 (10-K )
• Exhibit: Charter Amendment Effective 03/11/2008 (10-K )
J & J Snack Foods Corp.27 Nov 19
Limestone Bancorp, Inc.27 Nov 19
Poison Pill Amendment
DPD Note: "Exempt Person" amended to allow the Board, in its sole discretion, to approve and exempt an acquisition that would result in a person becoming a "5% Shareholder" (8-K )
DPD Note: "Exempt Person" amended to allow the Board, in its sole discretion, to approve and exempt an acquisition that would result in a person becoming a "5% Shareholder" (8-K )
Olympic Steel, Inc.27 Nov 19
Governing Documents Filing (Change)
Filing: On November 26, 2019, in connection with its periodic review of corporate governance matters, the Board of Directors ("Board") of Olympic Steel, Inc. (the "Company"), based on the recommendation of the Nominating and Governance Committee of the Board (the "Governance Committee"), adopted amendments ... (8-K )
Filing: On November 26, 2019, in connection with its periodic review of corporate governance matters, the Board of Directors ("Board") of Olympic Steel, Inc. (the "Company"), based on the recommendation of the Nominating and Governance Committee of the Board (the "Governance Committee"), adopted amendments ... (8-K )
Olympic Steel, Inc.27 Nov 19
Planned Defense Change
Filing: Also on November 26, 2019, the Board, based on the recommendation of the Governance Committee, (a) authorized management to present a proposal at the Company's 2020 annual meeting of shareholders to approve an amendment to the Company's Amended and Restated Articles of Incorporation that would allow ... (8-K )
Filing: Also on November 26, 2019, the Board, based on the recommendation of the Governance Committee, (a) authorized management to present a proposal at the Company's 2020 annual meeting of shareholders to approve an amendment to the Company's Amended and Restated Articles of Incorporation that would allow ... (8-K )
Analog Devices, Inc.26 Nov 19
Discloses AGM Date
Filing: Portions of the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held March 11, 2020 (10-K )
Filing: Portions of the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held March 11, 2020 (10-K )
Argo Group International Holdings, Ltd.26 Nov 19
Solicit Holders to Meet Requirement to Call Special Meetings
DPD Note: Voce Capital Management LLC filed a preliminary consent statement to solicit consents from stockholders to request a special meeting be called. Holders of not less than 10% of the paid-up capital of the company carrying voting rights can require a special general meeting to be convened. At the special meeting, Voce Capital Management LLC intends to present binding proposals to remove up to five incumbent members of the Board and elect up to five replacement directors. (PREC14A )
DPD Note: Voce Capital Management LLC filed a preliminary consent statement to solicit consents from stockholders to request a special meeting be called. Holders of not less than 10% of the paid-up capital of the company carrying voting rights can require a special general meeting to be convened. At the special meeting, Voce Capital Management LLC intends to present binding proposals to remove up to five incumbent members of the Board and elect up to five replacement directors. (PREC14A )
Baudax Bio, Inc.26 Nov 19
Governing Documents Filing (Initial Document)
Filing: Effective November 20, 2019, each of the articles of incorporation of the Company (the "Amended and Restated Charter") and the bylaws of the Company (the "Amended and Restated Bylaws") were amended and restated. A description of the material provisions of the Amended and Restated Charter and the Ame ... (8-K )
Filing: Effective November 20, 2019, each of the articles of incorporation of the Company (the "Amended and Restated Charter") and the bylaws of the Company (the "Amended and Restated Bylaws") were amended and restated. A description of the material provisions of the Amended and Restated Charter and the Ame ... (8-K )
Baudax Bio, Inc.26 Nov 19
Governing Documents Filing (Initial Document)
Filing: Effective November 20, 2019, each of the articles of incorporation of the Company (the "Amended and Restated Charter") and the bylaws of the Company (the "Amended and Restated Bylaws") were amended and restated. A description of the material provisions of the Amended and Restated Charter and the Ame ... (8-K )
Filing: Effective November 20, 2019, each of the articles of incorporation of the Company (the "Amended and Restated Charter") and the bylaws of the Company (the "Amended and Restated Bylaws") were amended and restated. A description of the material provisions of the Amended and Restated Charter and the Ame ... (8-K )
Colony Capital, Inc.26 Nov 19
Proxy Fight Director Nomination
DPD Note: Blackwells Capital LLC announced plans to nominate a five-person slate of directors for election to the company's Board at the company's 2020 annual meeting. (DFAN14A )
DPD Note: Blackwells Capital LLC announced plans to nominate a five-person slate of directors for election to the company's Board at the company's 2020 annual meeting. (DFAN14A )
Colony Capital, Inc.26 Nov 19
Update:Proxy Fight Director Nomination on 11/26/2019
DPD Note: Company press release announcing receipt of a notice from Blackwells Capital LLC of its intent to nominate its own slate of directors at the company's yet to be scheduled 2020 annual meeting. (8-K )
DPD Note: Company press release announcing receipt of a notice from Blackwells Capital LLC of its intent to nominate its own slate of directors at the company's yet to be scheduled 2020 annual meeting. (8-K )
MAXIMUS, Inc.26 Nov 19
Discloses AGM Date
Filing: Portions of the registrant's definitive Proxy Statement for its 2020 Annual Meeting of Shareholders to be held on March 17, 2020, which definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year, are inco ... (10-K )
Filing: Portions of the registrant's definitive Proxy Statement for its 2020 Annual Meeting of Shareholders to be held on March 17, 2020, which definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the end of the registrant's fiscal year, are inco ... (10-K )
McCormick & Company, Incorporated26 Nov 19
Governing Documents Filing (Change)
Filing: On November 26, 2019, the Board of Directors of the Registrant approved an amendment to the Registrant's bylaws to revise the description regarding the timing of the annual meeting of stockholders (8-K )
Filing: On November 26, 2019, the Board of Directors of the Registrant approved an amendment to the Registrant's bylaws to revise the description regarding the timing of the annual meeting of stockholders (8-K )
Meridian Bioscience, Inc.26 Nov 19
Governing Documents Filing (Change)
Filing: Effective November 26, 2019 the Company's Board of Directors adopted an amendment to its Amended and Restated Code of Regulations for the purpose of facilitating virtual meetings of shareholders. The following sentence was added to Article II, Section 3 (Place of Meetings): "The Board of Directors m ... (10-K )
Filing: Effective November 26, 2019 the Company's Board of Directors adopted an amendment to its Amended and Restated Code of Regulations for the purpose of facilitating virtual meetings of shareholders. The following sentence was added to Article II, Section 3 (Place of Meetings): "The Board of Directors m ... (10-K )
Meridian Bioscience, Inc.26 Nov 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/04/2007 (10-K )
• Exhibit: Charter Amended/Restated Effective 05/04/2007 (10-K )
Meta Financial Group, Inc.26 Nov 19
Orrstown Financial Services, Inc.26 Nov 19
Discloses AGM Date
Filing: Orrstown Financial Services, Inc. (the "Company") announced that the Board of Directors has set the date of the annual meeting of shareholders and approved the use of the white proxy card. The Company will hold its 2020 Annual Meeting of Shareholders (the "Annual Meeting") on April 28, 2020. As is t ... (8-K )
Filing: Orrstown Financial Services, Inc. (the "Company") announced that the Board of Directors has set the date of the annual meeting of shareholders and approved the use of the white proxy card. The Company will hold its 2020 Annual Meeting of Shareholders (the "Annual Meeting") on April 28, 2020. As is t ... (8-K )
IPO Activity
Sprout Social, Inc.13 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $10.05 mil for underwriting Sprout Social, Inc.'s IPO
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $10.05 mil for underwriting Sprout Social, Inc.'s IPO
Sprout Social, Inc.13 Dec 19
IPO Price Disclosed
Sprout Social, Inc. set the price of its initial public offering of 8,823,530 Class A common shares at $17.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $150 mil
Sprout Social, Inc. set the price of its initial public offering of 8,823,530 Class A common shares at $17.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $150 mil
Monopar Therapeutics Inc.13 Dec 19
Shares Offered Decreased
Monopar Therapeutics Inc. decreased the number of common shares to be offered to 1,111,112 shares from 2,222,223 shares
Monopar Therapeutics Inc. decreased the number of common shares to be offered to 1,111,112 shares from 2,222,223 shares
OneConnect Financial Technology Co., Ltd.13 Dec 19
Shares Offered Increased
OneConnect Financial Technology Co., Ltd. increased the number of American Depositary Shares to be offered to 31,200,000 from 26,000,000 shares
OneConnect Financial Technology Co., Ltd. increased the number of American Depositary Shares to be offered to 31,200,000 from 26,000,000 shares
OneConnect Financial Technology Co., Ltd.13 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $21.14 mil for underwriting OneConnect Financial Technology Co., Ltd.'s IPO
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $21.14 mil for underwriting OneConnect Financial Technology Co., Ltd.'s IPO
OneConnect Financial Technology Co., Ltd.13 Dec 19
IPO Price Disclosed
OneConnect Financial Technology Co., Ltd. set the price of its initial public offering of 31,200,000 shares at $10.00 per share, which was within the decreased $9.00 to $10.00 price range, for gross proceeds of $312 mil
OneConnect Financial Technology Co., Ltd. set the price of its initial public offering of 31,200,000 shares at $10.00 per share, which was within the decreased $9.00 to $10.00 price range, for gross proceeds of $312 mil
Sprout Social, Inc.12 Dec 19
Registration Statement Declared Effective
Sprout Social, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Sprout Social, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CIIG Merger Corp.12 Dec 19
Registration Statement Declared Effective
CIIG Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CIIG Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
OneConnect Financial Technology Co., Ltd.12 Dec 19
Registration Statement Declared Effective
OneConnect Financial Technology Co., Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
OneConnect Financial Technology Co., Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Healthcare Merger Corp.12 Dec 19
Registration Statement Declared Effective
Healthcare Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Healthcare Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Healthcare Merger Corp.12 Dec 19
Shares Offered Increased
Healthcare Merger Corp. increased the number of units to be offered to 22,000,000 units from 20,000,000 units
Healthcare Merger Corp. increased the number of units to be offered to 22,000,000 units from 20,000,000 units
EHang Holdings Limited12 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.875 per share (a gross spread of 7%) and a total of $2.8 mil for underwriting EHang Holdings Limited's IPO
The underwriters received a discount of $0.875 per share (a gross spread of 7%) and a total of $2.8 mil for underwriting EHang Holdings Limited's IPO
EHang Holdings Limited12 Dec 19
IPO Price Disclosed
EHang Holdings Limited set the price of its initial public offering of 3,200,000 ADSs at $12.50 per share, which was within the $12.50 to $14.50 price range, for gross proceeds of $40 mil
EHang Holdings Limited set the price of its initial public offering of 3,200,000 ADSs at $12.50 per share, which was within the $12.50 to $14.50 price range, for gross proceeds of $40 mil
Zhongchao Inc.12 Dec 19
Shares Offered Disclosed
Zhongchao Inc. disclosed plans to offer 3,500,000 Class A ordinary shares to the public
Zhongchao Inc. disclosed plans to offer 3,500,000 Class A ordinary shares to the public
Zhongchao Inc.12 Dec 19
Price Range Disclosed
Zhongchao Inc. set the anticipated price range for its IPO at $4.00 to $4.50 per share
Zhongchao Inc. set the anticipated price range for its IPO at $4.00 to $4.50 per share
Bill.com Holdings, Inc.12 Dec 19
Shares Offered Increased
Bill.com Holdings, Inc. increased the number of common shares to be offered to 9,823,529 from 8,823,529 shares
Bill.com Holdings, Inc. increased the number of common shares to be offered to 9,823,529 from 8,823,529 shares
Bill.com Holdings, Inc.12 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.54 per share (a gross spread of 7%) and a total of $15 mil for underwriting Bill.com Holdings, Inc.'s IPO
The underwriters received a discount of $1.54 per share (a gross spread of 7%) and a total of $15 mil for underwriting Bill.com Holdings, Inc.'s IPO
Bill.com Holdings, Inc.12 Dec 19
IPO Price Disclosed
Bill.com Holdings, Inc. set the price of its upsized initial public offering of 9,823,529 shares at $22.00 per share, which is 4.7% above the high end of its increased $19.00 to $21.00 price range, for gross proceeds of $216 mil
Bill.com Holdings, Inc. set the price of its upsized initial public offering of 9,823,529 shares at $22.00 per share, which is 4.7% above the high end of its increased $19.00 to $21.00 price range, for gross proceeds of $216 mil
OneConnect Financial Technology Co., Ltd.11 Dec 19
Shares Offered Decreased
OneConnect Financial Technology Co., Ltd. decreased the number of American Depositary Shares (ADS) to be offered to 26,000,000 ADSs from 36,000,000 ADSs
OneConnect Financial Technology Co., Ltd. decreased the number of American Depositary Shares (ADS) to be offered to 26,000,000 ADSs from 36,000,000 ADSs
OneConnect Financial Technology Co., Ltd.11 Dec 19
Price Range Decreased
OneConnect Financial Technology Co., Ltd. decreased the anticipated price range for its IPO to between $9.00 to $10.00 per share from $12.00 to $14.00 per share
OneConnect Financial Technology Co., Ltd. decreased the anticipated price range for its IPO to between $9.00 to $10.00 per share from $12.00 to $14.00 per share
EHang Holdings Limited11 Dec 19
Registration Statement Declared Effective
EHang Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
EHang Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
XP Inc.11 Dec 19
Registration Statement Declared Effective
XP Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
XP Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
XP Inc.11 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.15 per share (a gross spread of 4.26%) and a total of $83.2 mil for underwriting XP Inc.'s IPO
The underwriters received a discount of $1.15 per share (a gross spread of 4.26%) and a total of $83.2 mil for underwriting XP Inc.'s IPO
XP Inc.11 Dec 19
IPO Price Disclosed
XP Inc. set the price of its initial public offering of 72,510,641 shares at $27.00 per share, which is 8% above the high end of its $22.00 to $25.00 price range, for gross proceeds of $1.957 bil
XP Inc. set the price of its initial public offering of 72,510,641 shares at $27.00 per share, which is 8% above the high end of its $22.00 to $25.00 price range, for gross proceeds of $1.957 bil
Bill.com Holdings, Inc.11 Dec 19
Registration Statement Declared Effective
Bill.com Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bill.com Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Fit Boxx Holdings Limited11 Dec 19
Shares Offered Decreased
Fit Boxx Holdings Limited decreased the number of ordiinary shares to be offered to 2,000,000 shares from 2,500,000 shares
Fit Boxx Holdings Limited decreased the number of ordiinary shares to be offered to 2,000,000 shares from 2,500,000 shares
Fit Boxx Holdings Limited11 Dec 19
Price Range Decreased
Fit Boxx Holdings Limited decreased the anticipated price range for its IPO to between $5.00 to $6.50 per share from $7.50 to $8.50 per share
Fit Boxx Holdings Limited decreased the anticipated price range for its IPO to between $5.00 to $6.50 per share from $7.50 to $8.50 per share
Ucommune Group Holdings Limited11 Dec 19
Registration Statement Filed
Ucommune Group Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Ucommune Group Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp.10 Dec 19
Registration Statement Declared Effective
LIV Capital Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp.10 Dec 19
Shares Offered Increased
LIV Capital Acquisition Corp. increased the number of units to be offered to 7,000,000 units from 6,000,000 units
LIV Capital Acquisition Corp. increased the number of units to be offered to 7,000,000 units from 6,000,000 units
Bill.com Holdings, Inc.10 Dec 19
Price Range Increased
Bill.com Holdings, Inc. increased the anticipated price range for its IPO to $19.00 to $21.00 per share from $16.00 to $18.00 per share
Bill.com Holdings, Inc. increased the anticipated price range for its IPO to $19.00 to $21.00 per share from $16.00 to $18.00 per share
Loha Co. Ltd09 Dec 19
Registration Statement Filed
Loha Co. Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Loha Co. Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
LMP Automotive Holdings, Inc.06 Dec 19
Shares Offered Increased
LMP Automotive Holdings, Inc. increased the number of common shares to be offered to 2,300,000 from 2,090,909 shares
LMP Automotive Holdings, Inc. increased the number of common shares to be offered to 2,300,000 from 2,090,909 shares
LMP Automotive Holdings, Inc.06 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.35 per share (a gross spread of 7%) and a total of $805,000 for underwriting LMP Automotive Holdings, Inc.'s IPO
The underwriters received a discount of $0.35 per share (a gross spread of 7%) and a total of $805,000 for underwriting LMP Automotive Holdings, Inc.'s IPO
LMP Automotive Holdings, Inc.06 Dec 19
IPO Price Disclosed
LMP Automotive Holdings, Inc. set the price of its initial public offering of 2,300,000 shares at $5.00 per share, which was within the $5.00 to $6.00 price range, for gross proceeds of $11.5 mil
LMP Automotive Holdings, Inc. set the price of its initial public offering of 2,300,000 shares at $5.00 per share, which was within the $5.00 to $6.00 price range, for gross proceeds of $11.5 mil
Molecular Data Inc.06 Dec 19
Registration Statement Filed
Molecular Data Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Molecular Data Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
EHang Holdings Limited05 Dec 19
Shares Offered Disclosed
EHang Holdings Limited disclosed plans to offer 3,200,000 American Depositary Shares (ADS) with each ADS representing two Class A ordinary share
EHang Holdings Limited disclosed plans to offer 3,200,000 American Depositary Shares (ADS) with each ADS representing two Class A ordinary share
EHang Holdings Limited05 Dec 19
Price Range Disclosed
EHang Holdings Limited set the anticipated price range for its IPO at $12.50 to $14.50 per American Depositary Share
EHang Holdings Limited set the anticipated price range for its IPO at $12.50 to $14.50 per American Depositary Share
Gores Holdings IV, Inc.05 Dec 19
Registration Statement Filed
Gores Holdings IV, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Gores Holdings IV, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Gores Holdings IV, Inc.05 Dec 19
Shares Offered Disclosed
Gores Holdings IV, Inc. disclosed plans to offer 40,000,000 units, with each unit consisting of one share of Class A common stock and one-fourth of one warrant
Gores Holdings IV, Inc. disclosed plans to offer 40,000,000 units, with each unit consisting of one share of Class A common stock and one-fourth of one warrant
Gores Holdings IV, Inc.05 Dec 19
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 IV, Inc.'s IPO
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 IV, Inc.'s IPO
Gores Holdings IV, Inc.05 Dec 19
Other IPO Related
Gores Holdings IV, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Gores Holdings IV, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
LMP Automotive Holdings, Inc.04 Dec 19
Registration Statement Declared Effective
LMP Automotive Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
LMP Automotive Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Sprout Social, Inc.02 Dec 19
Shares Offered Disclosed
Sprout Social, Inc. disclosed plans to offer 8,823,530 Class A common shares to the public
Sprout Social, Inc. disclosed plans to offer 8,823,530 Class A common shares to the public
Sprout Social, Inc.02 Dec 19
Price Range Disclosed
Sprout Social, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Sprout Social, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
OneConnect Financial Technology Co., Ltd.02 Dec 19
Shares Offered Disclosed
OneConnect Financial Technology Co., Ltd. disclosed plans to offer 36,000,000 American Depositary Shares (ADS) with each ADS representing three ordinary share
OneConnect Financial Technology Co., Ltd. disclosed plans to offer 36,000,000 American Depositary Shares (ADS) with each ADS representing three ordinary share
OneConnect Financial Technology Co., Ltd.02 Dec 19
Price Range Disclosed
OneConnect Financial Technology Co., Ltd. set the anticipated price range for its IPO at $12.00 to $14.00 per American Depositary Share
OneConnect Financial Technology Co., Ltd. set the anticipated price range for its IPO at $12.00 to $14.00 per American Depositary Share
XP Inc.02 Dec 19
Shares Offered Disclosed
XP Inc. disclosed plans to offer 72,510,641 Class A common shares to the public with XP selling 42,553,192 shares and selling shareholders offering 29,957,449 shares
XP Inc. disclosed plans to offer 72,510,641 Class A common shares to the public with XP selling 42,553,192 shares and selling shareholders offering 29,957,449 shares
XP Inc.02 Dec 19
Price Range Disclosed
XP Inc. set the anticipated price range for its IPO at $22.00 to $25.00 per share
XP Inc. set the anticipated price range for its IPO at $22.00 to $25.00 per share
Bill.com Holdings, Inc.02 Dec 19
Shares Offered Disclosed
Bill.com Holdings, Inc. disclosed plans to offer 8,823,529 common shares to the public
Bill.com Holdings, Inc. disclosed plans to offer 8,823,529 common shares to the public
Bill.com Holdings, Inc.02 Dec 19
Price Range Disclosed
Bill.com Holdings, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Bill.com Holdings, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
F5 Finishes, Inc.27 Nov 19
Shares Offered Disclosed
F5 Finishes, Inc. disclosed plans to offer 4,000,000 common shares to the public
F5 Finishes, Inc. disclosed plans to offer 4,000,000 common shares to the public
F5 Finishes, Inc.27 Nov 19
Price Range Disclosed
F5 Finishes, Inc. set the anticipated price range for its IPO at $9.00 to $11.00 per share
F5 Finishes, Inc. set the anticipated price range for its IPO at $9.00 to $11.00 per share
Alussa Energy Acquisition Corp.27 Nov 19
Shares Offered Increased
Alussa Energy Acquisition Corp. increased the number of units to be offered to 25,000,000 units from 22,500,000 units
Alussa Energy Acquisition Corp. increased the number of units to be offered to 25,000,000 units from 22,500,000 units
Muscle Maker, Inc.26 Nov 19
Registration Statement Filed
Muscle Maker, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Muscle Maker, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CIIG Merger Corp.25 Nov 19
Registration Statement Filed
CIIG Merger Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CIIG Merger Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CIIG Merger Corp.25 Nov 19
Shares Offered Disclosed
CIIG Merger Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
CIIG Merger Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
CIIG Merger Corp.25 Nov 19
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 CIIG Merger Corp.'s IPO
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 CIIG Merger Corp.'s IPO
CIIG Merger Corp.25 Nov 19
Other IPO Related
CIIG Merger Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
CIIG Merger Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Healthcare Merger Corp.25 Nov 19
Registration Statement Filed
Healthcare Merger Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Healthcare Merger Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Healthcare Merger Corp.25 Nov 19
Shares Offered Disclosed
Healthcare Merger Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Healthcare Merger Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Healthcare Merger Corp.25 Nov 19
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 Healthcare Merger Corp.'s IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Healthcare Merger Corp.'s IPO
Healthcare Merger Corp.25 Nov 19
Other IPO Related
Healthcare Merger Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Healthcare Merger Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Alussa Energy Acquisition Corp.25 Nov 19
Registration Statement Declared Effective
Alussa Energy Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alussa Energy Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpine Income Property Trust, Inc.25 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.33 per share (a gross spread of 7%) and a total of $9.415 mil for underwriting Alpine Income Property Trust, Inc.'s IPO
The underwriters received a discount of $1.33 per share (a gross spread of 7%) and a total of $9.415 mil for underwriting Alpine Income Property Trust, Inc.'s IPO
Alpine Income Property Trust, Inc.25 Nov 19
IPO Price Disclosed
Alpine Income Property Trust, Inc. set the price of its initial public offering of 7,500,000 shares at $19.00 per share, which was within the $19.00 to $21.00 price range, for gross proceeds of $142.5 mil
Alpine Income Property Trust, Inc. set the price of its initial public offering of 7,500,000 shares at $19.00 per share, which was within the $19.00 to $21.00 price range, for gross proceeds of $142.5 mil
CHP Merger Corp.25 Nov 19
Shares Offered Increased
CHP Merger Corp. increased the number of units to be offered to 27,500,000 units from 25,000,000 units
CHP Merger Corp. increased the number of units to be offered to 27,500,000 units from 25,000,000 units
Exeter Finance Corporation22 Nov 19
IPO Withdrawn
Exeter Finance Corporation withdrew its initial public offering citing unfavorable market conditions
Exeter Finance Corporation withdrew its initial public offering citing unfavorable market conditions
YX Asset Recovery Limited22 Nov 19
IPO Withdrawn
YX Asset Recovery Limited withdrew its initial public offering as the company does not intend to pursue an IPO at this time
YX Asset Recovery Limited withdrew its initial public offering as the company does not intend to pursue an IPO at this time
Zhongchao Inc.21 Nov 19
Registration Statement Filed
Zhongchao Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Zhongchao Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
PropTech Acquisition Corporation21 Nov 19
Registration Statement Declared Effective
PropTech Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
PropTech Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpine Income Property Trust, Inc.21 Nov 19
Registration Statement Declared Effective
Alpine Income Property Trust, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpine Income Property Trust, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
SiTime Corporation21 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $3.9 mil for underwriting SiTime Corporation's IPO
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $3.9 mil for underwriting SiTime Corporation's IPO
SiTime Corporation21 Nov 19
IPO Price Disclosed
SiTime Corporation set the price of its initial public offering of 4,300,000 shares at $13.00 per share, which was within the $13.00 to $15.00 price range, for gross proceeds of $55.9 mil
SiTime Corporation set the price of its initial public offering of 4,300,000 shares at $13.00 per share, which was within the $13.00 to $15.00 price range, for gross proceeds of $55.9 mil
CHP Merger Corp.21 Nov 19
Registration Statement Declared Effective
CHP Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CHP Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Canaan Inc.21 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.72 per share (a gross spread of 8%) and a total of $7.2 mil for underwriting Canaan Inc.'s IPO
The underwriters received a discount of $0.72 per share (a gross spread of 8%) and a total of $7.2 mil for underwriting Canaan Inc.'s IPO
Canaan Inc.21 Nov 19
IPO Price Disclosed
Canaan Inc. set the price of its initial public offering of 910,000,000 ADSs at $9.00 per share, which was within the $9.00 to $11.00 price range, for gross proceeds of $90 mil
Canaan Inc. set the price of its initial public offering of 910,000,000 ADSs at $9.00 per share, which was within the $9.00 to $11.00 price range, for gross proceeds of $90 mil
YX Asset Recovery Limited21 Nov 19
Other IPO Related
YX Asset Recovery Limited has postponed its initial public offering
YX Asset Recovery Limited has postponed its initial public offering
Software Acquisition Group Inc.21 Nov 19
Shares Offered Increased
Software Acquisition Group Inc. increased the number of units to be offered to 13,000,000 units from 12,500,000 units
Software Acquisition Group Inc. increased the number of units to be offered to 13,000,000 units from 12,500,000 units
Genetron Holdings Limited21 Nov 19
Registration Statement Filed
Genetron Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Genetron Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp.20 Nov 19
Registration Statement Filed
LIV Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
LIV Capital Acquisition Corp.20 Nov 19
Shares Offered Disclosed
LIV Capital Acquisition Corp. disclosed plans to offer 6,000,000 units, with each unit consisting of one share of Class A ordinary stock and one warrant
LIV Capital Acquisition Corp. disclosed plans to offer 6,000,000 units, with each unit consisting of one share of Class A ordinary stock and one warrant
LIV Capital Acquisition Corp.20 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.225 per share (a gross spread of 2.25%) and a total of $1.35 mil for underwriting LIV Capital Acquisition Corp.'s IPO
The underwriters received a discount of $0.225 per share (a gross spread of 2.25%) and a total of $1.35 mil for underwriting LIV Capital Acquisition Corp.'s IPO
LIV Capital Acquisition Corp.20 Nov 19
Other IPO Related
LIV Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
LIV Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
SiTime Corporation20 Nov 19
Registration Statement Declared Effective
SiTime Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
SiTime Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Canaan Inc.20 Nov 19
Registration Statement Declared Effective
Canaan Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Canaan Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
LMP Automotive Holdings, Inc.19 Nov 19
Shares Offered Decreased
LMP Automotive Holdings, Inc. decreased the number of common shares to be offered to 2,090,909 from 3,227,50 shares
LMP Automotive Holdings, Inc. decreased the number of common shares to be offered to 2,090,909 from 3,227,50 shares
Software Acquisition Group Inc.19 Nov 19
Registration Statement Declared Effective
Software Acquisition Group Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Software Acquisition Group Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Amplitude Healthcare Acquisition Corporation19 Nov 19
Registration Statement Declared Effective
Amplitude Healthcare Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Amplitude Healthcare Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
GreenVision Acquisition Corp.18 Nov 19
Registration Statement Declared Effective
GreenVision Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
GreenVision Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
XP Inc.15 Nov 19
Registration Statement Filed
XP Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
XP Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Bill.com Holdings, Inc.15 Nov 19
Registration Statement Filed
Bill.com Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bill.com Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AnPac Bio-Medical Science Co., Ltd.15 Nov 19
Shares Offered Disclosed
AnPac Bio-Medical Science Co., Ltd. disclosed plans to offer 1,666,700 American Depositary Shares (ADS) with each ADS representing one Class A ordinary share
AnPac Bio-Medical Science Co., Ltd. disclosed plans to offer 1,666,700 American Depositary Shares (ADS) with each ADS representing one Class A ordinary share
AnPac Bio-Medical Science Co., Ltd.15 Nov 19
Price Range Disclosed
AnPac Bio-Medical Science Co., Ltd. set the anticipated price range for its IPO at $12.00 to $14.00 per American Depositary Share
AnPac Bio-Medical Science Co., Ltd. set the anticipated price range for its IPO at $12.00 to $14.00 per American Depositary Share
Reynolds Consumer Products Inc.15 Nov 19
Registration Statement Filed
Reynolds Consumer Products Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Reynolds Consumer Products Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
OneConnect Financial Technology Co., Ltd.13 Nov 19
Registration Statement Filed
OneConnect Financial Technology Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
OneConnect Financial Technology Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Canaan Inc.13 Nov 19
Shares Offered Disclosed
Canaan Inc. disclosed plans to offer 10,000,000 American Depositary Shares (ADS) with each ADS representing 15 Class A ordinary share
Canaan Inc. disclosed plans to offer 10,000,000 American Depositary Shares (ADS) with each ADS representing 15 Class A ordinary share
Canaan Inc.13 Nov 19
Price Range Disclosed
Canaan Inc. set the anticipated price range for its IPO at $9.00 to $11.00 per American Depositary Share
Canaan Inc. set the anticipated price range for its IPO at $9.00 to $11.00 per American Depositary Share
36Kr Holdings Inc.12 Nov 19
Underwriting Discount Disclosed
The underwriters received a discount of $1.16 per share (a gross spread of 8%) and a total of $1.6 mil for underwriting 36Kr Holdings Inc.'s IPO
The underwriters received a discount of $1.16 per share (a gross spread of 8%) and a total of $1.6 mil for underwriting 36Kr Holdings Inc.'s IPO
36Kr Holdings Inc.12 Nov 19
IPO Price Disclosed
36Kr Holdings Inc. set the price of its initial public offering of 1,380,000 ADS at $14.50 per share, which was within the $14.50 to $17.50 price range, for gross proceeds of $20 mil
36Kr Holdings Inc. set the price of its initial public offering of 1,380,000 ADS at $14.50 per share, which was within the $14.50 to $17.50 price range, for gross proceeds of $20 mil
Corporate Governance Reports
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..