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Mergers IPOs

Mergers & Acquisitions

Update on the Prevalence of SPAC IPOs

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

Increasing Prevalence and Size of SPAC IPOs

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

Observations on Recent Poison Pill Activity

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

Coronavirus Pandemic's Impact on Stock Swap Valuations

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

Corporate America's Medicine Against Coronavirus

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

Coronavirus Impact on M&A Agreement Drafting

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

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

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


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

Market Leaders - U.S. Public Mergers

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

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

M&A Adviser Fee Watch

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

Corporate Governance Activity

Nathan's Famous, Inc.17 Sep 20
Defense Related Stockholder Proposal
DPD Note: Vote results for September 15, 2020 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 Board did not make a vote recommendation with respect to this proposal to allow stockholders an opportunity to express their views on the topic. (8-K )
Genworth Financial, Inc.16 Sep 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on December 10, 2020 if the merger with China Oceanwide Holdings Group Co., Ltd. is not completed by that date. The company also disclosed a new deadline of September 28, 2020 to submit any non-14a-8 proposals and nominations. (8-K )
NetApp, Inc.16 Sep 20
Defense Related Stockholder Proposal
DPD Note: Vote results for September 10, 2020 annual meeting include a stockholder proposal to allow stockholders to act by written consent that received a majority of the votes cast and was approved. (8-K )
Snowflake Inc.16 Sep 20
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
CoreLogic, Inc.15 Sep 20
Update:Call Special Meeting (By Stockholder) on 07/29/2020
DPD Note: The company announced that its Board rejected the revised unsolicited acquisition proposal by Cannae Holdings, Inc. and Senator Investment Group, LP. Cannae and Senator previously initiated the process to call a special meeting to remove a majority of the Board and replace them with there own nominees. (8-K )
Cracker Barrel Old Country Store, Inc.15 Sep 20
Update:Proxy Fight Director Nomination on 08/20/2020
DPD Note: Biglari Holdings letter to company stockholders. Biglari previously disclosed that it nominated Raymond P. Barbrick for election to the company's Board at the 2020 annual meeting. (SC 13D/A )
Mednax, Inc.15 Sep 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's September 9, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. A majority of the shares voted at the company's 2019 annual meeting were also against the say on pay proposal. (8-K )
Preferred Apartment Communities, Inc.15 Sep 20
Planned Defense Change
DPD Note: The company announced it will put a charter amendment to provide stockholders with the concurrent power to amend the bylaws to a vote at a special meeting to be held on November 5, 2020. The Board currently has the exclusive right to amend the bylaws. A similar proposal was voted on at the company's May 2020 annual meeting but failed to receive enough votes for approval. (Press Release )
Virtusa Corporation14 Sep 20
Update:Proxy Fight Director Nomination on 06/19/2020
DPD Note: New Mountain Vantage Advisers has publicly responded to company's announcement that it agreed to be acquired by Baring Private Equity Asia for $51.35 per share in an all-cash transaction. New Mountain believes that the transaction undervalues the company and intends to explore whether alternative transactions are available. New Mountain previously nominated its own slate of directors for election at the company's October annual meeting. (SC 13D/A )
Catalyst Pharmaceuticals, Inc.11 Sep 20
Update:Governance/Defense Controversy/Criticism on 08/21/2020
DPD Note: The company announced that the Board rejected Philip H. Coelho's tendered resignation. The company previously disclosed that the Board would deliberate on whether to accept or reject Mr. Coelho's resignation after a majority of the votes cast were against his re-election at the company's August 2020 annual meeting as required by the company's majority vote standard bylaw. Mr. Coelho is Chair of the nominating committee and the company believes the negative vote result was due to the Board's failure to ensure that the Board is sufficiently diverse. (8-K )
Farmer Bros. Co.11 Sep 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 12/10/2019 (10-K )
LSI Industries Inc.11 Sep 20
Governing Documents Filing (No Disclosure)
DPD Note: The company filed an undated restated charter in its 10-K filed on September 11, 2020 but did not provide any disclosure regarding changes made to the document. The newly filed document includes a new article "Eighth: No shareholder shall have the right to vote cumulatively in the election of Directors" that was not previously included in the company's charter. (10-K )
LSI Industries Inc.11 Sep 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 11/19/2009 (10-K )
LSI Industries Inc.11 Sep 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 08/19/2020 (10-K )
Nam Tai Property Inc.11 Sep 20
Call Special Meeting (By Stockholder)
DPD Note: IsZo Capital Management LP announced it delivered the executed written requests required to convene a special meeting (written request of shareholders holding 30% was required to convene a meeting). IsZo previously disclosed it wanted to convene a special meeting in order to remove and replace the company's entire Board. (Press Release )
Nam Tai Property Inc.11 Sep 20
Update:Solicit Holders to Meet Requirement to Call Special Meetings on 07/20/2020
DPD Note: A group of investors including Peter R. Kellogg, a company Board member and holder of approximately 19% of the company's shares, executed written requests in support IsZo Capital Management LP's effort to convene a special meeting (written request of shareholders holding 30% is required to convene a meeting). The group disclosed that it is not committing to vote the shares that they own in favor or against the proposals being made by IsZo. (SC 13D )
PFSweb, Inc.11 Sep 20
Governing Documents Filing (No Disclosure)
DPD Note: The company filed undated restated bylaws in an S-3 filing on September 11, 2020 but did not provide any disclosure regarding changes made to the document versus the company's existing restated bylaws and bylaw amendments. The newly filed bylaws contain several changes including updated advance notice timeliness requirements and a new 75% vote requirement to amend the bylaws or take action by written consent. These updated provisions match plain-English descriptions regarding the rights of stockholders the company has previously disclosed (e.g., the Description of Registrant's Securities in 10-K filed in Macrh 2020) suggesting that the company had previously filed incorrect bylaws or failed to file a subsequent amendment. (S-3 )
Whiting Petroleum Corporation11 Sep 20
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
BJ'S Restaurants, Inc.09 Sep 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's September 2, 2020 annual meeting, a majority of the votes cast were withheld from one of the ten company directors up for election at the meeting. Keith E. Pascal tendered his resignation from the Board as required by the company's Majority Voting Policy but the Board determined not to accept Mr. Pascal's resignation. The company believes certain institutional investors withheld votes for Mr. Pascal because they do not consider Mr. Pascal as independent and therefore should not serve on any Board committees. In order to address the concerns of these stockholders, the Board and Mr. Pascal have agreed that he will not serve as a member of any Board committees but will have the right to attend as a non-voting observer. (8-K )
Navistar International Corporation09 Sep 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/23/2020 (10-Q )
RBC Bearings Incorporated09 Sep 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's September 9, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
KLX Energy Services Holdings, Inc.08 Sep 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 07/28/2020 (10-Q )
VYNE Therapeutics Inc.08 Sep 20
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Daktronics, Inc.03 Sep 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's September 2, 2020 annual meeting, a majority of the votes cast were withheld from one of the two company directors up for election at the meeting. Robert G. Dutcher was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Misonix, Inc.03 Sep 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 09/27/2019 (10-K )
Enzon Pharmaceuticals, Inc.02 Sep 20
Update:Proxy Fight Director Nomination on 08/05/2020
DPD Note: The company announced it postponed the 2020 annual meeting until December 18, 2020 and provided new deadlines to submit proposals and nominations. Couchman Management LLC previously disclosed the nomination of a three-person director slate for election to the company's Board at the meeting. (8-K )
Tivity Health, Inc.01 Sep 20
Update:Settlement/Standstill on 08/07/2019
DPD Note: Daniel G. Tully was originally appointed the Board as part of an August 2019 Cooperation Agreement between Altaris Capital Partners, LLC and the company. (8-K )
Aviat Networks, Inc.31 Aug 20
Poison Pill Amendment
DPD Note: Amend the definition of "Exempt Person" to include any Person determined by the Board to be exempt in accordance with Section 25 (Process to Seek Exemption Prior to Trigger Event) and to correct certain section references (8-K )
Allena Pharmaceuticals, Inc.28 Aug 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on November 17, 2020 which is more than 60 days after the anniversary of the company's 2019 annual meeting held on June 5, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company provided a deadline of September 7, 2020 to submit any proposals and nominations. (8-K )
Global Indemnity Limited28 Aug 20
Reincorporation
DPD Note: Reincorporation in Delaware from the Cayman Islands as part of a reorganization of the company from a Cayman Islands corporation to a Delaware limited liability company (LLC). The scheme of arrangement that included an internal merger was approved by stockholders at a special meeting held in August 2020. The surviving entity was renamed Global Indemnity Group, LLC. (8-K12B )
Valaris plc28 Aug 20
Update:Settlement/Standstill on 01/27/2020
DPD Note: Amendment to Cooperation and Support Agreement entered into with Luminus Management, LLC on January 24, 2020 under which, among other things, Luminus partner Adam Weitzman will resign from the Board and the standstill restrictions were amended to permit Luminus to purchase up to 10% of the company's outstanding indebtedness. (8-K )
Maxeon Solar Technologies, Ltd.27 Aug 20
Corporate Governance Guidelines
• Exhibit: Corporate Governance Principles (Co. Website )

IPO Activity

Kronos Bio, Inc.18 Sep 20
Registration Statement Filed
Kronos Bio, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Spruce Biosciences, Inc.18 Sep 20
Registration Statement Filed
Spruce Biosciences, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Shattuck Labs, Inc.18 Sep 20
Registration Statement Filed
Shattuck Labs, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Huadi International Group Co., Ltd.18 Sep 20
Registration Statement Filed
Huadi International Group Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
NextGen Acquisition Corporation18 Sep 20
Registration Statement Filed
NextGen Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
NextGen Acquisition Corporation18 Sep 20
Shares Offered Disclosed
NextGen Acquisition Corporation disclosed plans to offer 35,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-fourth of one redeemable warrant
NextGen Acquisition Corporation18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $19.25 mil for underwriting NextGen Acquisition Corporation's IPO
NextGen Acquisition Corporation18 Sep 20
Other IPO Related
NextGen Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
FirstMark Horizon Acquisition Corp.18 Sep 20
Registration Statement Filed
FirstMark Horizon Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
FirstMark Horizon Acquisition Corp.18 Sep 20
Shares Offered Disclosed
FirstMark Horizon Acquisition Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A common stock and one-third of redeemable warrant
FirstMark Horizon Acquisition Corp.18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting FirstMark Horizon Acquisition Corp.'s IPO
FirstMark Horizon Acquisition Corp.18 Sep 20
Other IPO Related
FirstMark Horizon Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Social Capital Hedosophia Holdings Corp. VI18 Sep 20
Registration Statement Filed
Social Capital Hedosophia Holdings Corp. VI filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Social Capital Hedosophia Holdings Corp. VI18 Sep 20
Shares Offered Disclosed
Social Capital Hedosophia Holdings Corp. VI disclosed plans to offer 100,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-fourth of one redeemable warrant
Social Capital Hedosophia Holdings Corp. VI18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $55 mil for underwriting Social Capital Hedosophia Holdings Corp. VI's IPO
Social Capital Hedosophia Holdings Corp. VI18 Sep 20
Other IPO Related
Social Capital Hedosophia Holdings Corp. VI disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Social Capital Hedosophia Holdings Corp. V18 Sep 20
Registration Statement Filed
Social Capital Hedosophia Holdings Corp. V filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Social Capital Hedosophia Holdings Corp. V18 Sep 20
Shares Offered Disclosed
Social Capital Hedosophia Holdings Corp. V disclosed plans to offer 65,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-fourth of one redeemable warrant
Social Capital Hedosophia Holdings Corp. V18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $35.75 mil for underwriting Social Capital Hedosophia Holdings Corp. V's IPO
Social Capital Hedosophia Holdings Corp. V18 Sep 20
Other IPO Related
Social Capital Hedosophia Holdings Corp. V disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Social Capital Hedosophia Holdings Corp. IV18 Sep 20
Registration Statement Filed
Social Capital Hedosophia Holdings Corp. IV filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Social Capital Hedosophia Holdings Corp. IV18 Sep 20
Shares Offered Disclosed
Social Capital Hedosophia Holdings Corp. IV disclosed plans to offer 35,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-fourth of one redeemable warrant
Social Capital Hedosophia Holdings Corp. IV18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $19.25 mil for underwriting Social Capital Hedosophia Holdings Corp. IV's IPO
Social Capital Hedosophia Holdings Corp. IV18 Sep 20
Other IPO Related
Social Capital Hedosophia Holdings Corp. IV disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Athira Pharma, Inc.18 Sep 20
Shares Offered Increased
Athira Pharma, Inc. increased the number of common shares to be offered to 12,000,000 from 10,000,000 shares
Athira Pharma, Inc.18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $14.28 mil for underwriting Athira Pharma, Inc.'s IPO
Athira Pharma, Inc.18 Sep 20
IPO Price Disclosed
Athira Pharma, Inc. set the price of its initial public offering of 12,000,000 shares at $17.00 per share, which was within the $15.00 to $18.00 price range, for gross proceeds of $204 mil
Empower Ltd.18 Sep 20
Registration Statement Filed
Empower Ltd. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Empower Ltd.18 Sep 20
Shares Offered Disclosed
Empower Ltd. disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-third of one redeemable warrant
Empower Ltd.18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Empower Ltd.'s IPO
Empower Ltd.18 Sep 20
Other IPO Related
Empower Ltd. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Pactiv Evergreen Inc.18 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.665 per share (a gross spread of 4.75%) and a total of $24.9 mil for underwriting Pactiv Evergreen Inc.'s IPO
Pactiv Evergreen Inc.18 Sep 20
IPO Price Disclosed
Pactiv Evergreen Inc. set the price of its initial public offering of 41,026,000 shares at $14.00 per share, which is 22.2% below the low end of its $18.00 to $21.00 price range, for gross proceeds of $574 mil
North Mountain Merger Corp.17 Sep 20
Registration Statement Declared Effective
North Mountain Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Vitru Limited17 Sep 20
Shares Offered Decreased
Vitru Limited decreased the number of common shares to be offered to 6,000,000 shares from 11,230,126 shares with the selling shareholders no longer offering any shares and all shares being offered by the company
Vitru Limited17 Sep 20
Other IPO Related
Vitru Limited has filed a registration statement amendment that removes the selling shareholders with all shares now being sold by the company
Vitru Limited17 Sep 20
Price Range Decreased
Vitru Limited decreased the anticipated price range for its IPO to between $16.00 to $18.00 per share from $22.00 to $24.00 per share
Vitru Limited17 Sep 20
Registration Statement Declared Effective
Vitru Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpha Healthcare Acquisition Corp.17 Sep 20
Registration Statement Declared Effective
Alpha Healthcare Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
COMPASS Pathways plc17 Sep 20
Registration Statement Declared Effective
COMPASS Pathways plc's registration statement was declared effective by the Securities and Exchange Commission (SEC)
COMPASS Pathways plc17 Sep 20
Shares Offered Increased
COMPASS Pathways plc increased the number of American Depositary Shares (ADS) to be offered to 7,500,000 units from 6,700,000 ADS
Unity Software Inc.17 Sep 20
Registration Statement Declared Effective
Unity Software Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Athira Pharma, Inc.17 Sep 20
Registration Statement Declared Effective
Athira Pharma, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Executive Network Partnering Corporation17 Sep 20
Shares Offered Increased
Executive Network Partnering Corporation increased the number of CAPS to be offered to 14,400,000 from 12,000,000 shares
Equity Distribution Acquisition Corp.17 Sep 20
Shares Offered Increased
Equity Distribution Acquisition Corp. increased the number of units to be offered to 36,000,000 units from 30,000,000 units
Taysha Gene Therapies, Inc.17 Sep 20
Shares Offered Disclosed
Taysha Gene Therapies, Inc. disclosed plans to offer 6,578,950 common shares to the public
Taysha Gene Therapies, Inc.17 Sep 20
Price Range Disclosed
Taysha Gene Therapies, Inc. set the anticipated price range for its IPO at $18.00 to $20.00 per share
Dyne Therapeutics, Inc.17 Sep 20
Shares Offered Increased
Dyne Therapeutics, Inc. increased the number of common shares to be offered to 12,251,578 from 10,300,000 shares
Dyne Therapeutics, Inc.17 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.33 per share (a gross spread of 7%) and a total of $16.3 mil for underwriting Dyne Therapeutics, Inc.'s IPO
Dyne Therapeutics, Inc.17 Sep 20
IPO Price Disclosed
Dyne Therapeutics, Inc. set the price of its upsized initial public offering of 12,251,578 shares at $19.00 per share, which is 5.6% above the high end of its $16.00 to $18.00 price range, for gross proceeds of $233 mil
Broadstone Net Lease, Inc.17 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.02 per share (a gross spread of 6%) and a total of $34.17 mil for underwriting Broadstone Net Lease, Inc.'s IPO
Broadstone Net Lease, Inc.17 Sep 20
IPO Price Disclosed
Broadstone Net Lease, Inc. set the price of its initial public offering of 33,500,000 shares at $17.00 per share, which was within the $17.00 to $19.00 price range, for gross proceeds of $569.5 mil
Wunong Net Technology Company Limited17 Sep 20
Registration Statement Filed
Wunong Net Technology Company Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Sumo Logic, Inc.17 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.54 per share (a gross spread of 7%) and a total of $22.8 mil for underwriting Sumo Logic, Inc.'s IPO
Sumo Logic, Inc.17 Sep 20
IPO Price Disclosed
Sumo Logic, Inc. set the price of its initial public offering of 14,800,000 shares at $22.00 per share, which is 4.8% above the high end of its $17.00 to $21.00 price range, for gross proceeds of $325.6 mil
Landcadia Holdings III, Inc.17 Sep 20
Registration Statement Filed
Landcadia Holdings III, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Landcadia Holdings III, Inc.17 Sep 20
Shares Offered Disclosed
Landcadia Holdings III, Inc. disclosed plans to offer 50,000,000 units, with each unit consisting of one share of Class A common stock and one-third of redeemable warrant
Landcadia Holdings III, Inc.17 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $27.5 mil for underwriting Landcadia Holdings III, Inc.'s IPO
Landcadia Holdings III, Inc.17 Sep 20
Other IPO Related
Landcadia Holdings III, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Hygo Energy Transition Ltd.17 Sep 20
Shares Offered Disclosed
Hygo Energy Transition Ltd. disclosed plans to offer 23,100,000 common shares to the public
Hygo Energy Transition Ltd.17 Sep 20
Price Range Disclosed
Hygo Energy Transition Ltd. set the anticipated price range for its IPO at $18.00 to $21.00 per share
Oaktree Acquisition Corp. II16 Sep 20
Registration Statement Declared Effective
Oaktree Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Unity Software Inc.16 Sep 20
Price Range Increased
Unity Software Inc. increased the anticipated price range for its IPO to $44.00 to $48.00 per share from $34.00 to $42.00 per share
Pactiv Evergreen Inc.16 Sep 20
Registration Statement Declared Effective
Pactiv Evergreen Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Reinvent Technology Partners16 Sep 20
Registration Statement Declared Effective
Reinvent Technology Partners' registration statement was declared effective by the Securities and Exchange Commission (SEC)
Dyne Therapeutics, Inc.16 Sep 20
Registration Statement Declared Effective
Dyne Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Broadstone Net Lease, Inc.16 Sep 20
Registration Statement Declared Effective
Broadstone Net Lease, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ACON S2 Acquisition Corp.16 Sep 20
Registration Statement Declared Effective
ACON S2 Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
American Well Corporation16 Sep 20
Registration Statement Declared Effective
American Well Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
American Well Corporation16 Sep 20
Shares Offered Increased
American Well Corporation increased the number of Class A common shares to be offered to 41,222,222 from 35,000,000 shares
Sumo Logic, Inc.16 Sep 20
Registration Statement Declared Effective
Sumo Logic, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
StepStone Group Inc.16 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.215 per share (a gross spread of 7%) and a total of $21.3 mil for underwriting StepStone Group Inc.'s IPO
StepStone Group Inc.16 Sep 20
IPO Price Disclosed
StepStone Group Inc. set the price of its initial public offering of 17,500,000 shares at $18.00 per share, which is 5.9% above the high end of its $15.00 to $17.00 price range, for gross proceeds of $315 mil
Snowflake Inc.16 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $3.78 per share (a gross spread of 3.15%) and a total of $105.8 mil for underwriting Snowflake Inc.'s IPO
Snowflake Inc.16 Sep 20
IPO Price Disclosed
Snowflake Inc. set the price of its initial public offering of 28,000,000 shares at $120.00 per share, which is 9% above the high end of its increased $100.00 to $110.00 price range, for gross proceeds of $3.36 bil
Apollo Strategic Growth Capital16 Sep 20
Registration Statement Filed
Apollo Strategic Growth Capital filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Apollo Strategic Growth Capital16 Sep 20
Shares Offered Disclosed
Apollo Strategic Growth Capital disclosed plans to offer 75,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-third of one redeemable warrant
Apollo Strategic Growth Capital16 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $41.25 mil for underwriting Apollo Strategic Growth Capital's IPO
Apollo Strategic Growth Capital16 Sep 20
Other IPO Related
Apollo Strategic Growth Capital disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
VG Acquisition Corp.16 Sep 20
Registration Statement Filed
VG Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
VG Acquisition Corp.16 Sep 20
Shares Offered Disclosed
VG Acquisition Corp. disclosed plans to offer 40,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-third of one redeemable warrant
VG Acquisition Corp.16 Sep 20
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 VG Acquisition Corp.'s IPO
VG Acquisition Corp.16 Sep 20
Other IPO Related
VG Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
JFrog Ltd.16 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $3.08 per share (a gross spread of 7%) and a total of $35.6 mil for underwriting JFrog Ltd.'s IPO
JFrog Ltd.16 Sep 20
IPO Price Disclosed
JFrog Ltd. set the price of its initial public offering of 11,568,218 shares at $44.00 per share, which is 7.3% above the high end of its increased $39.00 to $41.00 price range, for gross proceeds of $509 mil
Metacrine, Inc.16 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.91 per share (a gross spread of 7%) and a total of $5.95 mil for underwriting Metacrine, Inc.'s IPO
Metacrine, Inc.16 Sep 20
IPO Price Disclosed
Metacrine, Inc. set the price of its initial public offering of 6,540,000 shares at $13.00 per share, which was within the $12.00 to $14.00 price range, for gross proceeds of $85 mil
Avanti Acquisition Corp.16 Sep 20
Registration Statement Filed
Avanti Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Avanti Acquisition Corp.16 Sep 20
Shares Offered Disclosed
Avanti Acquisition Corp. disclosed plans to offer 50,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-half of one redeemable warrant
Avanti Acquisition Corp.16 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $27.5 mil for underwriting Avanti Acquisition Corp.'s IPO
Avanti Acquisition Corp.16 Sep 20
Other IPO Related
Avanti Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Outset Medical, Inc.16 Sep 20
Shares Offered Increased
Outset Medical, Inc. increased the number of common shares to be offered to 8,951,111 from 7,600,000 shares
Outset Medical, Inc.16 Sep 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.89 per share (a gross spread of 7%) and a total of $16.9 mil for underwriting Outset Medical, Inc.'s IPO
Outset Medical, Inc.16 Sep 20
IPO Price Disclosed
Outset Medical, Inc. set the price of its upsized initial public offering of 8,951,111 shares at $27.00 per share, which is 12.5% above the high end of its $22.00 to $24.00 price range, for gross proceeds of $242 mil
Executive Network Partnering Corporation15 Sep 20
Registration Statement Declared Effective
Executive Network Partnering Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Equity Distribution Acquisition Corp.15 Sep 20
Registration Statement Declared Effective
Equity Distribution Acquisition Corp. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bentley Systems, Incorporated15 Sep 20
Shares Offered Disclosed
Bentley Systems, Incorporated disclosed plans to offer 10,750,000 common shares to the public with the selling shareholders offering all 10,750,000 shares and the company not selling any shares
Bentley Systems, Incorporated15 Sep 20
Price Range Disclosed
Bentley Systems, Incorporated set the anticipated price range for its IPO at $17.00 to $19.00 per share
StepStone Group Inc.15 Sep 20
Registration Statement Declared Effective
StepStone Group Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Snowflake Inc.15 Sep 20
Registration Statement Declared Effective
Snowflake Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)

Corporate Governance Reports

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

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

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

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

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

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

Peak Proxy Access Nomination Season - 10/31/2018

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

Securities Offerings

IPOs - Record Unicorn Issuance

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

High-Yield Bonds

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