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
1st Source Corporation23 Jan 20
Governing Documents Filing (Change)
Filing: The Board of Directors amended the Company's bylaws effective January 23, 2020. Section 3.3 of the bylaws is hereby amended to read as follows: Special Meetings. Special meetings of Shareholders may be called by the Chief Executive Officer, the President, the Chairman of the Board of Directors, or, ... (8-K )
Filing: The Board of Directors amended the Company's bylaws effective January 23, 2020. Section 3.3 of the bylaws is hereby amended to read as follows: Special Meetings. Special meetings of Shareholders may be called by the Chief Executive Officer, the President, the Chairman of the Board of Directors, or, ... (8-K )
AMN Healthcare Services, Inc.23 Jan 20
Governing Documents Filing (Change)
Filing: On January 17, 2020, the Board of Directors (the "Board") of AMN Healthcare Services, Inc. (the "Company") adopted an amendment to Article 2, Section 2.3 of the Company's Amended and Restated Bylaws (the "Bylaws") to establish an "ownership" requirement for stockholders seeking to call a special mee ... (8-K )
Filing: On January 17, 2020, the Board of Directors (the "Board") of AMN Healthcare Services, Inc. (the "Company") adopted an amendment to Article 2, Section 2.3 of the Company's Amended and Restated Bylaws (the "Bylaws") to establish an "ownership" requirement for stockholders seeking to call a special mee ... (8-K )
Bassett Furniture Industries, Incorporated23 Jan 20
Discloses AGM Date
Filing: Portions of the Bassett Furniture Industries, Incorporated definitive Proxy Statement for its 2019 Annual Meeting of Stockholders to be held March 11, 2020, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the "Proxy Statem ... (10-K )
Filing: Portions of the Bassett Furniture Industries, Incorporated definitive Proxy Statement for its 2019 Annual Meeting of Stockholders to be held March 11, 2020, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the "Proxy Statem ... (10-K )
CVB Financial Corp.23 Jan 20
Governing Documents Filing (Change)
Filing: On January 22, 2020, the Board of Directors of CVB Financial Corp. ("CVB") approved an amendment and restatement of the CVB Bylaws. In addition to incorporating changes made by previously approved prior amendments into one cohesive document and other minor changes, the Board amended (i) the advance ... (8-K )
Filing: On January 22, 2020, the Board of Directors of CVB Financial Corp. ("CVB") approved an amendment and restatement of the CVB Bylaws. In addition to incorporating changes made by previously approved prior amendments into one cohesive document and other minor changes, the Board amended (i) the advance ... (8-K )
F5 Networks, Inc.23 Jan 20
Governing Documents Filing (Change)
Filing: On January 21, 2020, the Board of Directors of F5 Networks, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Amended Bylaws") to implement proxy access. Section 2.12 of the Amended Bylaws has been added to permit a shareholder, or a group of up to 20 shareholders, owning ... (8-K )
Filing: On January 21, 2020, the Board of Directors of F5 Networks, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Amended Bylaws") to implement proxy access. Section 2.12 of the Amended Bylaws has been added to permit a shareholder, or a group of up to 20 shareholders, owning ... (8-K )
Horizon Bancorp, Inc.23 Jan 20
Governing Documents Filing (Change)
Filing: On January 21, 2020, the Board of Directors of Horizon Bancorp, Inc. (the "Company") amended the Company's Amended and Restated Bylaws ("Bylaws"). The amendments updated the form of corporate seal; set a time period for the Board of Directors to meet after an annual meeting and set the form and timi ... (8-K )
Filing: On January 21, 2020, the Board of Directors of Horizon Bancorp, Inc. (the "Company") amended the Company's Amended and Restated Bylaws ("Bylaws"). The amendments updated the form of corporate seal; set a time period for the Board of Directors to meet after an annual meeting and set the form and timi ... (8-K )
HP Inc.23 Jan 20
Proxy Fight Director Nomination
DPD Note: Xerox Holdings Corporation announced it provided notice that it intends to nominate a full slate of 11 independent candidates to replace the company's Board at the 2020 annual meeting in support of its hostile offer to acquire the company. (Press Release )
DPD Note: Xerox Holdings Corporation announced it provided notice that it intends to nominate a full slate of 11 independent candidates to replace the company's Board at the 2020 annual meeting in support of its hostile offer to acquire the company. (Press Release )
HP Inc.23 Jan 20
Update:Proxy Fight Director Nomination on 01/23/2020
• Press release: HP Issues Statement Regarding Director Nominations from Xerox (Press Release )
• Press release: HP Issues Statement Regarding Director Nominations from Xerox (Press Release )
Micron Technology, Inc.23 Jan 20
Sunnova Energy International Inc.23 Jan 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the 2020 annual meeting date and the deadlines to submit 14a-8 proposals, non-14a-8 proposals, and nominations. This is the company's first annual meeting as a public company after its July 2019 IPO. (8-K )
DPD Note: The company disclosed the 2020 annual meeting date and the deadlines to submit 14a-8 proposals, non-14a-8 proposals, and nominations. This is the company's first annual meeting as a public company after its July 2019 IPO. (8-K )
FMC Corporation22 Jan 20
Discloses AGM Date
• Press release: FMC Corporation Announces Date of 2020 Annual Meeting of Stockholders (Press Release )
• Press release: FMC Corporation Announces Date of 2020 Annual Meeting of Stockholders (Press Release )
J. M. Smucker Company (The)22 Jan 20
Governing Documents Filing (Change)
Filing: On and effective as of January 17, 2020, the Board of Directors of the Company amended and restated the Company's Amended Regulations (the "Amended Regulations") to add a proxy access provision. The Amended Regulations provide that a shareholder, or a group of up to 20 shareholders, owning at least ... (8-K )
Filing: On and effective as of January 17, 2020, the Board of Directors of the Company amended and restated the Company's Amended Regulations (the "Amended Regulations") to add a proxy access provision. The Amended Regulations provide that a shareholder, or a group of up to 20 shareholders, owning at least ... (8-K )
CSS Industries, Inc.21 Jan 20
Poison Pill Amendment
DPD Note: Exempt merger agreement under which a subsidiary of IG Design Group plc will acquire the company; Expiration date amended to include effective time of merger (8-K )
DPD Note: Exempt merger agreement under which a subsidiary of IG Design Group plc will acquire the company; Expiration date amended to include effective time of merger (8-K )
Evergy, Inc.21 Jan 20
Governance/Defense Controversy/Criticism
DPD Note: Elliott Management issued a press release containing a letter to the company's Board detailing alternative paths the company could follow to enhance stockholder value that would benefit other stakeholders and strengthen corporate governance. Elliott disclosed that it sought to engage the company privately but made its views public after the company made defensive changes to its governance following Elliott's outreach. (Press Release )
DPD Note: Elliott Management issued a press release containing a letter to the company's Board detailing alternative paths the company could follow to enhance stockholder value that would benefit other stakeholders and strengthen corporate governance. Elliott disclosed that it sought to engage the company privately but made its views public after the company made defensive changes to its governance following Elliott's outreach. (Press Release )
Newpark Resources, Inc.21 Jan 20
Discloses AGM Date
• Press release: Newpark Resources Sets 2020 Annual Meeting Date (Press Release )
• Press release: Newpark Resources Sets 2020 Annual Meeting Date (Press Release )
P&F Industries, Inc.21 Jan 20
Governance/Defense Controversy/Criticism
DPD Note: Activist investor Lawndale Capital Management, LLC filed an amended 13D calling on company to increase stock repurchases and/or dividends and adopt "Best Practices" in corporate governance including minimum share ownership requirements for directors and management, eliminate the classified board, adopt a majority vote standard in director elections, and enhancing shareholders' right to call special meetings. (SC 13D/A )
DPD Note: Activist investor Lawndale Capital Management, LLC filed an amended 13D calling on company to increase stock repurchases and/or dividends and adopt "Best Practices" in corporate governance including minimum share ownership requirements for directors and management, eliminate the classified board, adopt a majority vote standard in director elections, and enhancing shareholders' right to call special meetings. (SC 13D/A )
Stanley Black & Decker, Inc.21 Jan 20
Governing Documents Filing (Change)
Filing: Effective January 20, 2020, the Board of Directors of Stanley Black & Decker, Inc. (the "Company") approved an amendment to the Amended and Restated Bylaws of the Company to lower the threshold ownership requirement to call a special meeting of the shareholders from 35% to 25% of the voting power of ... (8-K )
Filing: Effective January 20, 2020, the Board of Directors of Stanley Black & Decker, Inc. (the "Company") approved an amendment to the Amended and Restated Bylaws of the Company to lower the threshold ownership requirement to call a special meeting of the shareholders from 35% to 25% of the voting power of ... (8-K )
Bassett Furniture Industries, Incorporated17 Jan 20
Governing Documents Filing (Change)
Filing: (a) Amendment to Bylaws: The Board of Directors resolved on January 15, 2020, to amend Article III, Section 2 of the Company's By-laws to decrease the number of directors from eight to seven (8-K )
Filing: (a) Amendment to Bylaws: The Board of Directors resolved on January 15, 2020, to amend Article III, Section 2 of the Company's By-laws to decrease the number of directors from eight to seven (8-K )
C.H. Robinson Worldwide, Inc.17 Jan 20
Governing Documents Filing (Change)
Filing: On January 15, 2020, the Board of Directors of C.H. Robinson Worldwide, Inc. (the "Company") approved and adopted Amended and Restated Bylaws (the "Bylaws") to provide for "proxy access" for eligible stockholders. Section 3.03 has been added to the Bylaws to permit a stockholder, or a group of up to ... (8-K )
Filing: On January 15, 2020, the Board of Directors of C.H. Robinson Worldwide, Inc. (the "Company") approved and adopted Amended and Restated Bylaws (the "Bylaws") to provide for "proxy access" for eligible stockholders. Section 3.03 has been added to the Bylaws to permit a stockholder, or a group of up to ... (8-K )
Catalyst Biosciences, Inc.17 Jan 20
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with CCUR Holdings, Inc. and JDS1, LLC (the "investors") under which two new independent directors will be added to the company's Board. Two current directors will not stand for re-election to the Board at the company's 2020 annual meeting. The agreement also includes customary standstill provisions and voting commitments. The investors own approximately 7.7% of the company's outstanding shares. In July 2019, the investors publicly disclosed a letter to the company's Board critical of the company's underperformance and called for steps to be taken to maximize shareholder value and improve corporate governance including adding shareholder representation on the Board. The letter also criticized the company's staggered Board, plurality vote standard to elect directors, and a lack of diversity in the Board. (8-K )
DPD Note: The company entered into a Cooperation Agreement with CCUR Holdings, Inc. and JDS1, LLC (the "investors") under which two new independent directors will be added to the company's Board. Two current directors will not stand for re-election to the Board at the company's 2020 annual meeting. The agreement also includes customary standstill provisions and voting commitments. The investors own approximately 7.7% of the company's outstanding shares. In July 2019, the investors publicly disclosed a letter to the company's Board critical of the company's underperformance and called for steps to be taken to maximize shareholder value and improve corporate governance including adding shareholder representation on the Board. The letter also criticized the company's staggered Board, plurality vote standard to elect directors, and a lack of diversity in the Board. (8-K )
Pieris Pharmaceuticals, Inc.17 Jan 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold its 2020 annual meeting on June 23, 2020 which is more than 30 days earlier than the anniversary of the company's 2019 annual meeting held on July 31, 2019 triggering the alternative timing provision in the company's advance notice bylaws. The company disclosed a new submission window of no earlier than February 24, 2020 and no later than March 25, 2020 for non-14a-8 proposals and nominations. (8-K )
DPD Note: The company announced it will hold its 2020 annual meeting on June 23, 2020 which is more than 30 days earlier than the anniversary of the company's 2019 annual meeting held on July 31, 2019 triggering the alternative timing provision in the company's advance notice bylaws. The company disclosed a new submission window of no earlier than February 24, 2020 and no later than March 25, 2020 for non-14a-8 proposals and nominations. (8-K )
Apogee Enterprises, Inc.16 Jan 20
Governing Documents Filing (Change)
Filing: On January 14, 2020, the Company held its 2020 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders, upon recommendation of the Company's board of directors (the "Board"), approved four amendments to the Company's Restated Articles of Incorporation ... (8-K )
Filing: On January 14, 2020, the Company held its 2020 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders, upon recommendation of the Company's board of directors (the "Board"), approved four amendments to the Company's Restated Articles of Incorporation ... (8-K )
KeyCorp16 Jan 20
Discloses AGM Date
• Press release: KeyCorp Declares Quarterly Cash Dividend On Common Shares And Preferred Stocks; Sets Annual Meeting Date (Press Release )
• Press release: KeyCorp Declares Quarterly Cash Dividend On Common Shares And Preferred Stocks; Sets Annual Meeting Date (Press Release )
Seattle Genetics, Inc.16 Jan 20
Governing Documents Filing (Change)
Filing: On January 15, 2020, the Board of Directors (the "Board") of Seattle Genetics, Inc., a Delaware corporation (the "Company"), adopted, effective immediately, amended and restated bylaws of the Company (as amended, the "Amended and Restated Bylaws") solely to implement a majority voting standard in un ... (8-K )
Filing: On January 15, 2020, the Board of Directors (the "Board") of Seattle Genetics, Inc., a Delaware corporation (the "Company"), adopted, effective immediately, amended and restated bylaws of the Company (as amended, the "Amended and Restated Bylaws") solely to implement a majority voting standard in un ... (8-K )
AquaBounty Technologies, Inc.15 Jan 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/03/2018 (S-1 )
• Exhibit: Charter Amendment Effective 05/03/2018 (S-1 )
Harley-Davidson, Inc.15 Jan 20
Planned Defense Change
Filing: On January 7, 2020, the Board of Directors (the "Board") of Harley-Davidson, Inc. (the "Company") took action to implement "proxy access". Harley-Davidson supports shareholder rights. Adopting proxy access will further strengthen the rights of the Company's shareholders. As adopted by the Board, pro ... (8-K )
Filing: On January 7, 2020, the Board of Directors (the "Board") of Harley-Davidson, Inc. (the "Company") took action to implement "proxy access". Harley-Davidson supports shareholder rights. Adopting proxy access will further strengthen the rights of the Company's shareholders. As adopted by the Board, pro ... (8-K )
TEGNA, Inc.15 Jan 20
Proxy Fight Director Nomination
DPD Note: Standard General L.P. disclosed that it submitted formal notice nominating a four-person slate for election to the company's Board at the company's 2020 annual meeting. (SC 13D/A )
DPD Note: Standard General L.P. disclosed that it submitted formal notice nominating a four-person slate for election to the company's Board at the company's 2020 annual meeting. (SC 13D/A )
TEGNA, Inc.15 Jan 20
Update:Proxy Fight Director Nomination on 01/15/2020
• Press release: TEGNA Comments on Standard General's Nomination of Directors (Press Release )
• Press release: TEGNA Comments on Standard General's Nomination of Directors (Press Release )
USA Technologies, Inc.15 Jan 20
Update:Proxy Fight Director Nomination on 10/14/2019
DPD Note: Hudson Executive Capital provided any update on its proxy solicitation to elect its own slate of directors at the company's April 30, 2020 annual meeting. (Press Release )
DPD Note: Hudson Executive Capital provided any update on its proxy solicitation to elect its own slate of directors at the company's April 30, 2020 annual meeting. (Press Release )
Limoneira Company14 Jan 20
Discloses AGM Date
Filing: Portions of the Registrant's Proxy Statement for the 2020 Annual Meeting of Stockholders, which we intend to hold on March 24, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K. The definitive Proxy Statement will be filed within 120 days after October 31, 2019 (10-K )
Filing: Portions of the Registrant's Proxy Statement for the 2020 Annual Meeting of Stockholders, which we intend to hold on March 24, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K. The definitive Proxy Statement will be filed within 120 days after October 31, 2019 (10-K )
Community Bankers Trust Corporation13 Jan 20
Governance/Defense Controversy/Criticism
DPD Note: Driver Management Company LLC issued a press release containing a letter to shareholders calling on the company to initiate a sale process and accusing the Board of being overly-deferential to a CEO whose interests appear to conflict with those of shareholders. (Press Release )
DPD Note: Driver Management Company LLC issued a press release containing a letter to shareholders calling on the company to initiate a sale process and accusing the Board of being overly-deferential to a CEO whose interests appear to conflict with those of shareholders. (Press Release )
GCP Applied Technologies Inc.13 Jan 20
Proxy Fight Director Nomination
DPD Note: Starboard Value disclosed it nominated a nine-person slate for election to the company's Board at the 2020 annual meeting. Starboard Value previously entered into a settlement agreement with the company in March 2019 that included the appointment of two new independent directors. Starboard addressed the previous settlement in its 2020 Board control proxy fight announcement "Although we were pleased to reach agreement on the appointment of two new independent and highly-qualified director candidates last year, it is clear now that those appointments have not created enough change to address these very serious issues." (SC 13D/A )
DPD Note: Starboard Value disclosed it nominated a nine-person slate for election to the company's Board at the 2020 annual meeting. Starboard Value previously entered into a settlement agreement with the company in March 2019 that included the appointment of two new independent directors. Starboard addressed the previous settlement in its 2020 Board control proxy fight announcement "Although we were pleased to reach agreement on the appointment of two new independent and highly-qualified director candidates last year, it is clear now that those appointments have not created enough change to address these very serious issues." (SC 13D/A )
GCP Applied Technologies Inc.13 Jan 20
Update:Proxy Fight Director Nomination on 01/13/2020
• Press release: GCP Applied Technologies Issues Statement in Response to Starboard Nominations (Press Release )
• Press release: GCP Applied Technologies Issues Statement in Response to Starboard Nominations (Press Release )
IAA, Inc.13 Jan 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the meeting date and advance notice deadlines for proposals and nominations for the 2020 annual meeting. This is the company's first annual meeting as a public company after it was spun-off from KAR Auction Services, Inc. in June 2019. (8-K )
DPD Note: The company disclosed the meeting date and advance notice deadlines for proposals and nominations for the 2020 annual meeting. This is the company's first annual meeting as a public company after it was spun-off from KAR Auction Services, Inc. in June 2019. (8-K )
Sarepta Therapeutics, Inc.13 Jan 20
Governing Documents Filing (Change)
Filing: On January 8, 2020, the Board amended Article III, Section 3.02 of the Amended and Restated Bylaws of the Company to increase the maximum number of directors that can serve on the Board from seven (7) to eight (8), effective January 8, 2020 (the "Amendment") (8-K )
Filing: On January 8, 2020, the Board amended Article III, Section 3.02 of the Amended and Restated Bylaws of the Company to increase the maximum number of directors that can serve on the Board from seven (7) to eight (8), effective January 8, 2020 (the "Amendment") (8-K )
Woodward, Inc.13 Jan 20
Governing Documents Filing (Change)
Filing: On January 11, 2020, the board of directors of Woodward approved the amendment and restatement of the Bylaws of Woodward (the "Bylaw Amendment"), which became effective immediately. The Bylaw Amendment amends the Bylaws to include a forum selection clause that establishes the Court of Chancery of th ... (8-K )
Filing: On January 11, 2020, the board of directors of Woodward approved the amendment and restatement of the Bylaws of Woodward (the "Bylaw Amendment"), which became effective immediately. The Bylaw Amendment amends the Bylaws to include a forum selection clause that establishes the Court of Chancery of th ... (8-K )
Equitable Holdings, Inc.10 Jan 20
Governing Documents Filing (Change)
Filing: The Company's by-laws were also amended to remove "AXA" from our corporate name, also effective January 13, 2020. No other changes were made to the by-laws (8-K )
Filing: The Company's by-laws were also amended to remove "AXA" from our corporate name, also effective January 13, 2020. No other changes were made to the by-laws (8-K )
Equitable Holdings, Inc.10 Jan 20
Governing Documents Filing (Change)
Filing: On January 6, 2020, AXA Equitable Holdings, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation to remove "AXA" from our corporate name, effective January 13, 2020 (8-K )
Filing: On January 6, 2020, AXA Equitable Holdings, Inc. (the "Company") filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation to remove "AXA" from our corporate name, effective January 13, 2020 (8-K )
Greenbrier Companies, Inc. (The)10 Jan 20
Governing Documents Filing (Change)
Filing: On January 7, 2020, the Board of Directors of The Greenbrier Companies, Inc. (the "Company") adopted resolutions to amend and restate the Company's Bylaws in order to incorporate all prior amendments, provide that the Board may set the size of the Board of Directors from time-to-time within a specif ... (8-K )
Filing: On January 7, 2020, the Board of Directors of The Greenbrier Companies, Inc. (the "Company") adopted resolutions to amend and restate the Company's Bylaws in order to incorporate all prior amendments, provide that the Board may set the size of the Board of Directors from time-to-time within a specif ... (8-K )
Target Corporation10 Jan 20
Governing Documents Filing (Change)
Filing: On January 8, 2020, Target's Board amended and restated Target's Bylaws (the "Restated Bylaws") to adopt a 10% ownership threshold for all special meetings called by shareholders (8-K )
Filing: On January 8, 2020, Target's Board amended and restated Target's Bylaws (the "Restated Bylaws") to adopt a 10% ownership threshold for all special meetings called by shareholders (8-K )
Anixter International Inc.09 Jan 20
Governing Documents Filing (Change)
Filing: On January 8, 2020, the board of directors (the "Board") of Anixter International Inc. (the "Company") adopted and approved, effective immediately, an amendment and restatement to the Second Amended and Restated Bylaws of the Company (as so-amended and restated, the "Third Amended and Restated Bylaw ... (8-K )
Filing: On January 8, 2020, the board of directors (the "Board") of Anixter International Inc. (the "Company") adopted and approved, effective immediately, an amendment and restatement to the Second Amended and Restated Bylaws of the Company (as so-amended and restated, the "Third Amended and Restated Bylaw ... (8-K )
SeaChange International, Inc.09 Jan 20
Poison Pill Exemption/Carveout/Waiver Announcement
Filing: NOL Plan Effective January 6, 2020, SeaChange determined that The Vanguard Group, Inc. ("Vanguard") shall not be deemed an "Acquiring Person" pursuant to the terms of the Tax Benefits Preservation Plan, dated as of March 4, 2019 (the "NOL Plan"), between SeaChange and Computershare Inc., as Rights A ... (8-K )
Filing: NOL Plan Effective January 6, 2020, SeaChange determined that The Vanguard Group, Inc. ("Vanguard") shall not be deemed an "Acquiring Person" pursuant to the terms of the Tax Benefits Preservation Plan, dated as of March 4, 2019 (the "NOL Plan"), between SeaChange and Computershare Inc., as Rights A ... (8-K )
SYNNEX Corporation09 Jan 20
Advance Notice Disclosure, Discloses AGM Date
Filing: SYNNEX has established record and meeting dates for its 2020 Annual Meeting of Stockholders. SYNNEX stockholders of record at the close of business on January 23, 2020, will be entitled to notice of the meeting and to vote upon matters considered at the meeting. The meeting will be held in Fremont, ... (8-K )
Filing: SYNNEX has established record and meeting dates for its 2020 Annual Meeting of Stockholders. SYNNEX stockholders of record at the close of business on January 23, 2020, will be entitled to notice of the meeting and to vote upon matters considered at the meeting. The meeting will be held in Fremont, ... (8-K )
Ampio Pharmaceuticals, Inc.08 Jan 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 03/24/2010 (S-8 )
• Exhibit: Charter Amended/Restated Effective 03/24/2010 (S-8 )
Ampio Pharmaceuticals, Inc.08 Jan 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 03/25/2010 (S-8 )
• Exhibit: Charter Amendment Effective 03/25/2010 (S-8 )
Ampio Pharmaceuticals, Inc.08 Jan 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/25/2017 (S-8 )
• Exhibit: Charter Amendment Effective 09/25/2017 (S-8 )
Ampio Pharmaceuticals, Inc.08 Jan 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 12/17/2019 (S-8 )
• Exhibit: Charter Amendment Effective 12/17/2019 (S-8 )
Dorman Products, Inc.08 Jan 20
Governing Documents Filing (Refiling)
Filing: This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Dorman Products, Inc. (the "Company") on December 16, 2019 (the "Original 8-K") for the sole purpose of attaching the correct version of the Company's Amended and Restated Bylaws (the "Bylaws") filed as Exhibit 3.2 to t ... (8-K/A )
Filing: This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Dorman Products, Inc. (the "Company") on December 16, 2019 (the "Original 8-K") for the sole purpose of attaching the correct version of the Company's Amended and Restated Bylaws (the "Bylaws") filed as Exhibit 3.2 to t ... (8-K/A )
Natural Health Trends Corp.08 Jan 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The 2020 annual meeting has been scheduled for May 14, 2020 which is more than 30 days before the anniversary of the 2019 annual meeting held on June 19, 2019 triggering a new deadline under Rule 14a-8. The company disclosed a new deadline of January 18, 2020 for 14a-8 proposals. (8-K )
DPD Note: The 2020 annual meeting has been scheduled for May 14, 2020 which is more than 30 days before the anniversary of the 2019 annual meeting held on June 19, 2019 triggering a new deadline under Rule 14a-8. The company disclosed a new deadline of January 18, 2020 for 14a-8 proposals. (8-K )
P.A.M. Transportation Services, Inc.07 Jan 20
Governing Documents Filing (Change)
Filing: On January 3, 2020, the Board of Directors of P.A.M. Transportation Services, Inc. (the "Company") adopted an amendment (the "Bylaw Amendment") to the Company's Amended and Restated By-Laws (the "Bylaws"). The Bylaw Amendment eliminates the Company's obligation under Article VIII of its Bylaws to in ... (8-K )
Filing: On January 3, 2020, the Board of Directors of P.A.M. Transportation Services, Inc. (the "Company") adopted an amendment (the "Bylaw Amendment") to the Company's Amended and Restated By-Laws (the "Bylaws"). The Bylaw Amendment eliminates the Company's obligation under Article VIII of its Bylaws to in ... (8-K )
Espey Mfg. & Electronics Corp.06 Jan 20
Update:Expiration on 01/02/2020
Filing: The Second Amended and Restated Rights Agreement dated as of December 18, 2009, between Espey Mfg. & Electronics Corp. (the "Company") and Registrar and Transfer Co. (the "Rights Agreement"), and all common stock purchase rights distributed to holders of the Company's common stock pursuant to the Ri ... (8-K )
Filing: The Second Amended and Restated Rights Agreement dated as of December 18, 2009, between Espey Mfg. & Electronics Corp. (the "Company") and Registrar and Transfer Co. (the "Rights Agreement"), and all common stock purchase rights distributed to holders of the Company's common stock pursuant to the Ri ... (8-K )
Newmont Corporation06 Jan 20
Governing Documents Filing (Change)
Filing: Effective January 6, 2020, Newmont Corporation, formerly known as Newmont Goldcorp Corporation, a Delaware corporation (the "Corporation"), filed a Certificate of Amendment (the "Certificate of Amendment") to its Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Inco ... (8-K )
Filing: Effective January 6, 2020, Newmont Corporation, formerly known as Newmont Goldcorp Corporation, a Delaware corporation (the "Corporation"), filed a Certificate of Amendment (the "Certificate of Amendment") to its Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Inco ... (8-K )
Newmont Corporation06 Jan 20
Governing Documents Filing (Change)
Filing: In connection with the Name Change, the Board also approved an amendment and restatement of the Corporation's Amended and Restated By-Laws to reflect the Name Change via the substitution of "Newmont Corporation" for "Newmont Goldcorp Corporation" (as amended and restated, the "Restated By-Laws") and ... (8-K )
Filing: In connection with the Name Change, the Board also approved an amendment and restatement of the Corporation's Amended and Restated By-Laws to reflect the Name Change via the substitution of "Newmont Corporation" for "Newmont Goldcorp Corporation" (as amended and restated, the "Restated By-Laws") and ... (8-K )
Piper Sandler Companies06 Jan 20
Piper Sandler Companies06 Jan 20
Governing Documents Filing (Change)
Filing: In connection with the Closing, the Company filed with the Delaware Secretary of State a certificate of amendment (the "Certificate of Amendment") of its Amended and Restated Certificate of Incorporation to amend Article 1 thereof to change its name from "Piper Jaffray Companies" to "Piper Sandler C ... (8-K )
Filing: In connection with the Closing, the Company filed with the Delaware Secretary of State a certificate of amendment (the "Certificate of Amendment") of its Amended and Restated Certificate of Incorporation to amend Article 1 thereof to change its name from "Piper Jaffray Companies" to "Piper Sandler C ... (8-K )
AptarGroup, Inc.02 Jan 20
Discloses AGM Date
• Press release: Aptar Announces Quarterly Conference Call and Annual Meeting Information (Press Release )
• Press release: Aptar Announces Quarterly Conference Call and Annual Meeting Information (Press Release )
Argo Group International Holdings, Ltd.02 Jan 20
Settlement/Standstill
DPD Note: The company entered into a cooperation agreement with Voce Capital Management LLC ending a proxy fight (Voce Capital will withdraw its solicitation of consents to authorize the requisition of a special general meeting of shareholders and its notice to present proposals to remove and replace directors at the special meeting). Under the agreement, the company will appoint one new independent director as reasonably practicable after January 1, 2020 and Voce Capital will work with the company's Nominating and Corporate Governance Committee to identify and evaluate two new independent director candidates to stand for election at the company's 2020 annual meeting. The agreement also includes customary standstill provisions. (8-K )
DPD Note: The company entered into a cooperation agreement with Voce Capital Management LLC ending a proxy fight (Voce Capital will withdraw its solicitation of consents to authorize the requisition of a special general meeting of shareholders and its notice to present proposals to remove and replace directors at the special meeting). Under the agreement, the company will appoint one new independent director as reasonably practicable after January 1, 2020 and Voce Capital will work with the company's Nominating and Corporate Governance Committee to identify and evaluate two new independent director candidates to stand for election at the company's 2020 annual meeting. The agreement also includes customary standstill provisions. (8-K )
Cohen & Company Inc.02 Jan 20
Poison Pill Expiration
DPD Note: On December 31, 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 31, 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 )
CytoSorbents Corporation02 Jan 20
Governing Documents Filing (Change)
Filing: On December 31, 2019, the Board of Directors (the "Board") of CytoSorbents Corporation (the "Company") amended and restated the Company's bylaws, effective immediately, to implement a majority voting standard for directors in uncontested director elections. In particular, the amended and restated by ... (8-K )
Filing: On December 31, 2019, the Board of Directors (the "Board") of CytoSorbents Corporation (the "Company") amended and restated the Company's bylaws, effective immediately, to implement a majority voting standard for directors in uncontested director elections. In particular, the amended and restated by ... (8-K )
Diversified Healthcare Trust02 Jan 20
Governing Documents Filing (Change)
Filing: Effective as of 12:02 a.m., Eastern Time, on January 1, 2020, we changed our name from "Senior Housing Properties Trust" to "Diversified Healthcare Trust" pursuant to Articles of Amendment to our Declaration of Trust filed with the Maryland State Department of Assessments and Taxation. The new CUSIP ... (8-K )
Filing: Effective as of 12:02 a.m., Eastern Time, on January 1, 2020, we changed our name from "Senior Housing Properties Trust" to "Diversified Healthcare Trust" pursuant to Articles of Amendment to our Declaration of Trust filed with the Maryland State Department of Assessments and Taxation. The new CUSIP ... (8-K )
Diversified Healthcare Trust02 Jan 20
Governing Documents Filing (Change)
Filing: Also effective January 1, 2020, we adopted Amended and Restated Bylaws reflecting the change of our name described above (8-K )
Filing: Also effective January 1, 2020, we adopted Amended and Restated Bylaws reflecting the change of our name described above (8-K )
Diversified Healthcare Trust02 Jan 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 01/01/2020 (8-K )
• Exhibit: Charter Amended/Restated Effective 01/01/2020 (8-K )
Espey Mfg. & Electronics Corp.02 Jan 20
Poison Pill Expiration
DPD Note: On December 31, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not initially make any disclosure regarding the expiration. On January 6, 2020, the company filed an 8-K disclosing the expiration of the rights plan. (Deal Point Data Research )
DPD Note: On December 31, 2019, the company's stockholder rights plan expired without renewal or replacement. The company did not initially make any disclosure regarding the expiration. On January 6, 2020, the company filed an 8-K disclosing the expiration of the rights plan. (Deal Point Data Research )
Molson Coors Beverage Company02 Jan 20
Governing Documents Filing (Change)
Filing: Effective January 1, 2020, Molson Coors Beverage Company, formerly known as Molson Coors Brewing Company (the "Company"), filed a Second Amendment (the "Certificate of Amendment") to its Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") with the Secretary of Stat ... (8-K )
Filing: Effective January 1, 2020, Molson Coors Beverage Company, formerly known as Molson Coors Brewing Company (the "Company"), filed a Second Amendment (the "Certificate of Amendment") to its Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") with the Secretary of Stat ... (8-K )
Molson Coors Beverage Company02 Jan 20
Governing Documents Filing (Change)
Filing: In connection with the Name Change, the Board also approved an amendment and restatement of the Company's Third Amended and Restated Bylaws to (i) reflect the revised Company name via the substitution of "Molson Coors Beverage Company" for "Molson Coors Brewing Company", (ii) add a forum selection p ... (8-K )
Filing: In connection with the Name Change, the Board also approved an amendment and restatement of the Company's Third Amended and Restated Bylaws to (i) reflect the revised Company name via the substitution of "Molson Coors Beverage Company" for "Molson Coors Brewing Company", (ii) add a forum selection p ... (8-K )
Immersion Corporation31 Dec 19
Proxy Fight Director Nomination
DPD Note: VIEX Capital Advisors, LLC provided formal notice it nominated five candidates for election to the Board at the company's 2020 annual meeting. VIEX Capital Advisors nominated its own director slate at the company's 2018 annual meeting but withdrew the nominees when it entered into a settlement with the company. VIEX Capital Advisors also previously disclosed it voted against certain company directors at the 2019 annual meeting. (SC 13D/A )
DPD Note: VIEX Capital Advisors, LLC provided formal notice it nominated five candidates for election to the Board at the company's 2020 annual meeting. VIEX Capital Advisors nominated its own director slate at the company's 2018 annual meeting but withdrew the nominees when it entered into a settlement with the company. VIEX Capital Advisors also previously disclosed it voted against certain company directors at the 2019 annual meeting. (SC 13D/A )
VIVUS, Inc.31 Dec 19
Poison Pill Adoption
Filing: On November 9, 2019, the Amended and Restated Preferred Stock Rights Agreement (the "Prior Rights Agreement") dated November 9, 2016 between VIVUS, Inc. (the "Company") and Computershare Trust Company, N.A., as Rights Agent, expired in accordance with its terms. As a result, all of the rights distri ... (8-K )
Filing: On November 9, 2019, the Amended and Restated Preferred Stock Rights Agreement (the "Prior Rights Agreement") dated November 9, 2016 between VIVUS, Inc. (the "Company") and Computershare Trust Company, N.A., as Rights Agent, expired in accordance with its terms. As a result, all of the rights distri ... (8-K )
Wheeler Real Estate Investment Trust, Inc.31 Dec 19
Update:Proxy Fight Director Nomination on 04/15/2019
DPD Note: Final vote results for December 19, 2019 annual meeting include the election of Stilwell Group's three director nominees. (8-K/A )
DPD Note: Final vote results for December 19, 2019 annual meeting include the election of Stilwell Group's three director nominees. (8-K/A )
Bank of America Corporation30 Dec 19
Governing Documents Filing (Change)
Filing: Immediately following the filing of the Certificate of Elimination and Certificate of Retirement, the Corporation filed a Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State. In addition to removing the Eliminated Securities and reducing the total number of ... (8-K )
Filing: Immediately following the filing of the Certificate of Elimination and Certificate of Retirement, the Corporation filed a Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State. In addition to removing the Eliminated Securities and reducing the total number of ... (8-K )
BCB Bancorp, Inc.30 Dec 19
Governing Documents Filing (Change)
Filing: On December 30, 2019, BCB Bancorp, Inc. (the "Company") amended and restated its Restated Certificate of Incorporation to amend Part (E), Section 5 of Article V; Part (F), Section 5 of Article V; and Part (I), Sections 2(c), 5 and 7 of Article 5, which set forth certain terms of the Series C 6.0% No ... (8-K )
Filing: On December 30, 2019, BCB Bancorp, Inc. (the "Company") amended and restated its Restated Certificate of Incorporation to amend Part (E), Section 5 of Article V; Part (F), Section 5 of Article V; and Part (I), Sections 2(c), 5 and 7 of Article 5, which set forth certain terms of the Series C 6.0% No ... (8-K )
Red Robin Gourmet Burgers, Inc.30 Dec 19
Governance/Defense Controversy/Criticism
DPD Note: VIEX Capital Advisors LLC filed an initial 13D reporting ownership of 6.7% of the company's shares and also disclosed that it is concerned with the company's decision to adopt a poison pill and hire expensive defense counsel following its rejection of an unsolicited acquisition offer without detailing a plan forward to operate as a standalone company. VIEX Capital Advisors also wants to raise its stake above 10% and plans to engage in further discussions with the Board to obtain a waiver to the poison pill. (SC 13D )
DPD Note: VIEX Capital Advisors LLC filed an initial 13D reporting ownership of 6.7% of the company's shares and also disclosed that it is concerned with the company's decision to adopt a poison pill and hire expensive defense counsel following its rejection of an unsolicited acquisition offer without detailing a plan forward to operate as a standalone company. VIEX Capital Advisors also wants to raise its stake above 10% and plans to engage in further discussions with the Board to obtain a waiver to the poison pill. (SC 13D )
Chaparral Energy, Inc.27 Dec 19
Governing Documents Filing (Change)
Filing: In connection with the Company's entry into the Support Agreement Amendments, the Company's Amended and Restated Bylaws (the "Existing Bylaws") were amended and restated in the manner described in this Item 5.03. The Board adopted the Second Amended and Restated Bylaws (the "Amended Bylaws") on Dece ... (8-K )
Filing: In connection with the Company's entry into the Support Agreement Amendments, the Company's Amended and Restated Bylaws (the "Existing Bylaws") were amended and restated in the manner described in this Item 5.03. The Board adopted the Second Amended and Restated Bylaws (the "Amended Bylaws") on Dece ... (8-K )
O-I Glass, Inc.27 Dec 19
Governing Documents Filing (Change)
Filing: Prior to the implementation of the Corporate Modernization, the board of directors of O-I approved and adopted the Fifth Amended and Restated By-Laws of O-I (the "O-I By-Laws"), effective December 25, 2019, amending certain provisions of O-I's existing by-laws. The O-I By-Laws include the following ... (8-K12B )
Filing: Prior to the implementation of the Corporate Modernization, the board of directors of O-I approved and adopted the Fifth Amended and Restated By-Laws of O-I (the "O-I By-Laws"), effective December 25, 2019, amending certain provisions of O-I's existing by-laws. The O-I By-Laws include the following ... (8-K12B )
O-I Glass, Inc.27 Dec 19
Governing Documents Filing (Change)
Filing: Prior to the Corporate Modernization, O-I Glass's board of directors approved the O-I Glass Amended and Restated Certificate of Incorporation (the "O-I Glass Certificate of Incorporation") and adopted the Amended and Restated By-Laws of O-I Glass (the "O-I Glass By-Laws"), each effective December 26 ... (8-K12B )
Filing: Prior to the Corporate Modernization, O-I Glass's board of directors approved the O-I Glass Amended and Restated Certificate of Incorporation (the "O-I Glass Certificate of Incorporation") and adopted the Amended and Restated By-Laws of O-I Glass (the "O-I Glass By-Laws"), each effective December 26 ... (8-K12B )
O-I Glass, Inc.27 Dec 19
Governing Documents Filing (Change)
Filing: Prior to the Corporate Modernization, O-I Glass's board of directors approved the O-I Glass Amended and Restated Certificate of Incorporation (the "O-I Glass Certificate of Incorporation") and adopted the Amended and Restated By-Laws of O-I Glass (the "O-I Glass By-Laws"), each effective December 26 ... (8-K12B )
Filing: Prior to the Corporate Modernization, O-I Glass's board of directors approved the O-I Glass Amended and Restated Certificate of Incorporation (the "O-I Glass Certificate of Incorporation") and adopted the Amended and Restated By-Laws of O-I Glass (the "O-I Glass By-Laws"), each effective December 26 ... (8-K12B )
Penn Virginia Corporation27 Dec 19
Governing Documents Filing (Change)
Filing: Effective as of December 20, 2019, the Board of Directors (the "Board") of Penn Virginia Corporation (the "Company") approved and adopted amendments to the Company's Third Amended and Restated Bylaws (as amended and restated, the "Bylaws") to implement majority voting in uncontested director electio ... (8-K )
Filing: Effective as of December 20, 2019, the Board of Directors (the "Board") of Penn Virginia Corporation (the "Company") approved and adopted amendments to the Company's Third Amended and Restated Bylaws (as amended and restated, the "Bylaws") to implement majority voting in uncontested director electio ... (8-K )
Penn Virginia Corporation27 Dec 19
Other Material Defense/Proxy Disclosure
Filing: In connection with the Bylaw amendments referred to in Item 5.03 of this Current Report on Form 8-K, the Board approved and adopted amendments to the Company's Corporate Governance Principles to implement a director resignation policy. The director resignation policy provides that any director who i ... (8-K )
Filing: In connection with the Bylaw amendments referred to in Item 5.03 of this Current Report on Form 8-K, the Board approved and adopted amendments to the Company's Corporate Governance Principles to implement a director resignation policy. The director resignation policy provides that any director who i ... (8-K )
Toll Brothers, Inc.26 Dec 19
Communications Systems, Inc.24 Dec 19
Poison Pill Expiration
DPD Note: On December 23, 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 23, 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 )
TiVo Corporation24 Dec 19
Poison Pill Adoption
Filing: Section 382 Rights Plan On December 18, 2019 (the "Rights Dividend Declaration Date"), the Board of Directors (the "TiVo Board") of TiVo adopted a Section 382 rights plan (the "Section 382 Rights Plan"), which is attached hereto as Exhibit 4.1, and declared a dividend distribution of one right for e ... (8-K )
Filing: Section 382 Rights Plan On December 18, 2019 (the "Rights Dividend Declaration Date"), the Board of Directors (the "TiVo Board") of TiVo adopted a Section 382 rights plan (the "Section 382 Rights Plan"), which is attached hereto as Exhibit 4.1, and declared a dividend distribution of one right for e ... (8-K )
CDW Corporation23 Dec 19
Governing Documents Filing (Change)
Filing: On December 17, 2019, the Board of Directors (the "Board") of CDW Corporation ("CDW") adopted amendments to CDW's bylaws (the "Bylaws") to implement proxy access. Article II, Section 11(c) has been added to the Bylaws to permit a stockholder, or a group of no more than 20 stockholders, owning at lea ... (8-K )
Filing: On December 17, 2019, the Board of Directors (the "Board") of CDW Corporation ("CDW") adopted amendments to CDW's bylaws (the "Bylaws") to implement proxy access. Article II, Section 11(c) has been added to the Bylaws to permit a stockholder, or a group of no more than 20 stockholders, owning at lea ... (8-K )
Natural Health Trends Corp.23 Dec 19
Governing Documents Filing (Change)
Filing: Natural Health Trends Corp. (the "Company") notes that the Delaware Chancery Court ? issued an opinion in In re VAALCO Energy, Inc. Stockholder Litigation invalidating as a ?matter of law provisions of the certificate of incorporation and bylaws of VAALCO Energy, ?Inc., a Delaware corporation, that ... (8-K )
Filing: Natural Health Trends Corp. (the "Company") notes that the Delaware Chancery Court ? issued an opinion in In re VAALCO Energy, Inc. Stockholder Litigation invalidating as a ?matter of law provisions of the certificate of incorporation and bylaws of VAALCO Energy, ?Inc., a Delaware corporation, that ... (8-K )
Photronics, Inc.23 Dec 19
Discloses AGM Date
Filing: Proxy Statement for the 2020 Annual Meeting of Shareholders Incorporated into Part III to be held on March 16, 2020 (10-K )
Filing: Proxy Statement for the 2020 Annual Meeting of Shareholders Incorporated into Part III to be held on March 16, 2020 (10-K )
Photronics, Inc.23 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 02/24/1969 (10-K )
• Exhibit: Charter Amended/Restated Effective 02/24/1969 (10-K )
Photronics, Inc.23 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/09/1986 (10-K )
• Exhibit: Charter Amendment Effective 07/09/1986 (10-K )
Photronics, Inc.23 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/09/1990 (10-K )
• Exhibit: Charter Amendment Effective 04/09/1990 (10-K )
Photronics, Inc.23 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 03/16/1995 (10-K )
• Exhibit: Charter Amendment Effective 03/16/1995 (10-K )
Photronics, Inc.23 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/15/2002 (10-K )
• Exhibit: Charter Amendment Effective 04/15/2002 (10-K )
Photronics, Inc.23 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 11/13/1997 (10-K )
• Exhibit: Charter Amendment Effective 11/13/1997 (10-K )
Photronics, Inc.23 Dec 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/20/2005 (10-K )
• Exhibit: Charter Amendment Effective 06/20/2005 (10-K )
Rocky Mountain Chocolate Factory, Inc.23 Dec 19
Poison Pill Amendment
DPD Note: Farids & Co, Inc. made exempt up to 20% as long as it owns at least 10% and is not a 13D filer (granted as part of a Strategic Alliance with Farids affiliate Edible Arrangements which includes the issuance of warrants to purchase company common stock) (8-K )
DPD Note: Farids & Co, Inc. made exempt up to 20% as long as it owns at least 10% and is not a 13D filer (granted as part of a Strategic Alliance with Farids affiliate Edible Arrangements which includes the issuance of warrants to purchase company common stock) (8-K )
Verso Corporation23 Dec 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced the January 21, 2020 annual meeting has been rescheduled to January 31, 2020 and as a result the previously closed window to submit proposals and nominations has been reopened. The deadline to submit proposals and nominations has been extended to January 2, 2020. (DEFA14A )
DPD Note: The company announced the January 21, 2020 annual meeting has been rescheduled to January 31, 2020 and as a result the previously closed window to submit proposals and nominations has been reopened. The deadline to submit proposals and nominations has been extended to January 2, 2020. (DEFA14A )
Verso Corporation23 Dec 19
Update:Proxy Fight Director Nomination on 09/20/2019
• Press release: ATLAS AND BLUE WOLF COMMENT ON VERSO BOARD'S SECOND POSTPONEMENT OF ANNUAL MEETING TO ELECT DIRECTORS (Press Release )
• Press release: ATLAS AND BLUE WOLF COMMENT ON VERSO BOARD'S SECOND POSTPONEMENT OF ANNUAL MEETING TO ELECT DIRECTORS (Press Release )
Wayside Technology Group, Inc.23 Dec 19
Proxy Fight Director Nomination
DPD Note: Former company Chairman and CEO Simon F. Nynens together with Shepherd Kaplan Krochuk, LLC (SKK) delivered notice it was nominating a four-person slate for election at the company's 2020 annual meeting. SKK previously submitted an unsolicited offer to acquire the company. (SC 13D/A )
DPD Note: Former company Chairman and CEO Simon F. Nynens together with Shepherd Kaplan Krochuk, LLC (SKK) delivered notice it was nominating a four-person slate for election at the company's 2020 annual meeting. SKK previously submitted an unsolicited offer to acquire the company. (SC 13D/A )
Callon Petroleum Company20 Dec 19
Governing Documents Filing (Change)
Filing: On the Effective Date, at the Special Meeting (as defined below), Callon shareholders approved an amendment to Callon's Certificate of Incorporation to increase the number of authorized shares of Callon Common Stock from 300,000,000 shares to 525,000,000 shares (the "Charter Amendment"). Callon file ... (8-K )
Filing: On the Effective Date, at the Special Meeting (as defined below), Callon shareholders approved an amendment to Callon's Certificate of Incorporation to increase the number of authorized shares of Callon Common Stock from 300,000,000 shares to 525,000,000 shares (the "Charter Amendment"). Callon file ... (8-K )
City Holding Company20 Dec 19
Governing Documents Filing (Change)
Filing: At the regularly scheduled meeting of the Board of Directors of the Company held on December 18, 2019, the Company's Bylaws were amended to remove the Director Emeritus position and to modify the mandatory retirement provisions for Directors who attain age 75 while serving on the Board of Directors. ... (8-K )
Filing: At the regularly scheduled meeting of the Board of Directors of the Company held on December 18, 2019, the Company's Bylaws were amended to remove the Director Emeritus position and to modify the mandatory retirement provisions for Directors who attain age 75 while serving on the Board of Directors. ... (8-K )
Eli Lilly and Company20 Dec 19
Governing Documents Filing (Change)
Filing: (a) Amendment to the Bylaws to Update Emergency Succession Authority On December 16, 2019, the Board of Directors of Eli Lilly and Company (the "Company") approved amendments to the Company's bylaws (the "Bylaws") regarding the temporary authority to assume the duties and exercise the powers of the ... (8-K )
Filing: (a) Amendment to the Bylaws to Update Emergency Succession Authority On December 16, 2019, the Board of Directors of Eli Lilly and Company (the "Company") approved amendments to the Company's bylaws (the "Bylaws") regarding the temporary authority to assume the duties and exercise the powers of the ... (8-K )
First Bancorp, Inc. (The)20 Dec 19
Governing Documents Filing (Change)
Filing: On December 19, 2019, amendments were made to the Company's Bylaws, as shown in Exhibit 3(ii) Amendments to Bylaws as part of this filing (8-K )
Filing: On December 19, 2019, amendments were made to the Company's Bylaws, as shown in Exhibit 3(ii) Amendments to Bylaws as part of this filing (8-K )
Hill-Rom Holdings, Inc.20 Dec 19
Discloses AGM Date
Filing: On December 20, 2019, Hill-Rom Holdings, Inc. (the "Company"), announced that it will nominate Ms. Felicia Norwood for election to the Company's board of directors (the "Board") at the Company's Annual Meeting of Shareholders to be held on February 25, 2020 (the "2020 Annual Meeting"). The election ... (8-K )
Filing: On December 20, 2019, Hill-Rom Holdings, Inc. (the "Company"), announced that it will nominate Ms. Felicia Norwood for election to the Company's board of directors (the "Board") at the Company's Annual Meeting of Shareholders to be held on February 25, 2020 (the "2020 Annual Meeting"). The election ... (8-K )
Livent Corporation20 Dec 19
Discloses AGM Date
• Press release: Livent Announces Date of 2020 Annual Meeting of Stockholders (Press Release )
• Press release: Livent Announces Date of 2020 Annual Meeting of Stockholders (Press Release )
IPO Activity
CITIC Capital Acquisition Corp.22 Jan 20
Registration Statement Filed
CITIC Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CITIC Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CITIC Capital Acquisition Corp.22 Jan 20
Shares Offered Disclosed
CITIC Capital Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A ordinary share and one-half of one redeemable warrant
CITIC Capital Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A ordinary share and one-half of one redeemable warrant
CITIC Capital Acquisition Corp.22 Jan 20
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 CITIC Capital Acquisition 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 CITIC Capital Acquisition Corp.'s IPO
CITIC Capital Acquisition Corp.22 Jan 20
Other IPO Related
CITIC Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
CITIC Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
UTXO Acquisition Inc.21 Jan 20
Registration Statement Filed
UTXO Acquisition Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
UTXO Acquisition Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
UTXO Acquisition Inc.21 Jan 20
Shares Offered Disclosed
UTXO Acquisition Inc. disclosed plans to offer 5,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
UTXO Acquisition Inc. disclosed plans to offer 5,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
UTXO Acquisition Inc.21 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $2.75 mil for underwriting UTXO Acquisition Inc.'s IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $2.75 mil for underwriting UTXO Acquisition Inc.'s IPO
UTXO Acquisition Inc.21 Jan 20
Other IPO Related
UTXO Acquisition Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
UTXO Acquisition Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Goxus Inc.21 Jan 20
Registration Statement Filed
Goxus, Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Goxus, Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Goxus Inc.21 Jan 20
Shares Offered Disclosed
Goxus, Inc. disclosed plans to offer 1,500,000 ordinary shares to the public
Goxus, Inc. disclosed plans to offer 1,500,000 ordinary shares to the public
Goxus Inc.21 Jan 20
Price Range Disclosed
Goxus, Inc. set the anticipated price range for its IPO at $8.00 to $10.00 per share
Goxus, Inc. set the anticipated price range for its IPO at $8.00 to $10.00 per share
I-MAB21 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.98 per share (a gross spread of 7%) and a total of $7.3 mil for underwriting I-MAB's IPO
The underwriters received a discount of $0.98 per share (a gross spread of 7%) and a total of $7.3 mil for underwriting I-MAB's IPO
I-MAB21 Jan 20
IPO Price Disclosed
I-MAB set the price of its initial public offering of 7,407,400 American Depositary Shares at $14.00 per share, which was within the $12.00 to $15.00 price range, for gross proceeds of $104 mil
I-MAB set the price of its initial public offering of 7,407,400 American Depositary Shares at $14.00 per share, which was within the $12.00 to $15.00 price range, for gross proceeds of $104 mil
Arcutis Biotherapeutics, Inc.21 Jan 20
Shares Offered Disclosed
Arcutis Biotherapeutics, Inc. disclosed plans to offer 7,812,500 common shares to the public
Arcutis Biotherapeutics, Inc. disclosed plans to offer 7,812,500 common shares to the public
Arcutis Biotherapeutics, Inc.21 Jan 20
Price Range Disclosed
Arcutis Biotherapeutics, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Arcutis Biotherapeutics, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Black Diamond Therapeutics, Inc.21 Jan 20
Shares Offered Disclosed
Black Diamond Therapeutics, Inc. disclosed plans to offer 8,900,000 common shares to the public
Black Diamond Therapeutics, Inc. disclosed plans to offer 8,900,000 common shares to the public
Black Diamond Therapeutics, Inc.21 Jan 20
Price Range Disclosed
Black Diamond Therapeutics, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Black Diamond Therapeutics, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
1Life Healthcare, Inc.21 Jan 20
Shares Offered Disclosed
1Life Healthcare, Inc. disclosed plans to offer 17,500,000 common shares to the public
1Life Healthcare, Inc. disclosed plans to offer 17,500,000 common shares to the public
1Life Healthcare, Inc.21 Jan 20
Price Range Disclosed
1Life Healthcare, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
1Life Healthcare, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Reynolds Consumer Products Inc.21 Jan 20
Shares Offered Disclosed
Reynolds Consumer Products Inc. disclosed plans to offer 47,170,000 common shares to the public
Reynolds Consumer Products Inc. disclosed plans to offer 47,170,000 common shares to the public
Reynolds Consumer Products Inc.21 Jan 20
Price Range Disclosed
Reynolds Consumer Products Inc. set the anticipated price range for its IPO at $25.00 to $28.00 per share
Reynolds Consumer Products Inc. set the anticipated price range for its IPO at $25.00 to $28.00 per share
Velocity Financial, Inc.17 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.91 per share (a gross spread of 6.6%) and a total of $6.6 mil for underwriting Velocity Financial, Inc.'s IPO
The underwriters received a discount of $0.91 per share (a gross spread of 6.6%) and a total of $6.6 mil for underwriting Velocity Financial, Inc.'s IPO
Velocity Financial, Inc.17 Jan 20
IPO Price Disclosed
Velocity Financial, Inc. set the price of its initial public offering of 7,250,000 shares at $13.00 per share, which is 7.14% below the low end of its $14.00 to $16.00 price range, for gross proceeds of $94.25 mil
Velocity Financial, Inc. set the price of its initial public offering of 7,250,000 shares at $13.00 per share, which is 7.14% below the low end of its $14.00 to $16.00 price range, for gross proceeds of $94.25 mil
Lizhi Inc.17 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.88 per share (a gross spread of 8%) and a total of $3.6 mil for underwriting Lizhi Inc.'s IPO
The underwriters received a discount of $0.88 per share (a gross spread of 8%) and a total of $3.6 mil for underwriting Lizhi Inc.'s IPO
Lizhi Inc.17 Jan 20
IPO Price Disclosed
Lizhi Inc. set the price of its initial public offering of 4,100,000 shares at $11.00 per share, which was within the $11.00 to $13.00 price range, for gross proceeds of $45.1 mil
Lizhi Inc. set the price of its initial public offering of 4,100,000 shares at $11.00 per share, which was within the $11.00 to $13.00 price range, for gross proceeds of $45.1 mil
Phoenix Tree Holdings Limited17 Jan 20
Shares Offered Decreased
Phoenix Tree Holdings Limited decreased the number of American Depositary Shares to be offered to 9,600,000 shares from 10,600,000 ADSs
Phoenix Tree Holdings Limited decreased the number of American Depositary Shares to be offered to 9,600,000 shares from 10,600,000 ADSs
Phoenix Tree Holdings Limited17 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.945 per share (a gross spread of 7%) and a total of $9 mil for underwriting Phoenix Tree Holdings Limited's IPO
The underwriters received a discount of $0.945 per share (a gross spread of 7%) and a total of $9 mil for underwriting Phoenix Tree Holdings Limited's IPO
Phoenix Tree Holdings Limited17 Jan 20
IPO Price Disclosed
Phoenix Tree Holdings Limited set the price of its downsized initial public offering of 9,600,000 shares at $13.50 per share, which is 6.9% below the low end of its $14.50 to $16.50 price range, for gross proceeds of $129.6 mil
Phoenix Tree Holdings Limited set the price of its downsized initial public offering of 9,600,000 shares at $13.50 per share, which is 6.9% below the low end of its $14.50 to $16.50 price range, for gross proceeds of $129.6 mil
Fathom Holdings Inc.17 Jan 20
Registration Statement Filed
Fathom Holdings Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Fathom Holdings Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Revolution Medicines, Inc.17 Jan 20
Registration Statement Filed
Revolution Medicines, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Revolution Medicines, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Avadim Health, Inc.17 Jan 20
Shares Offered Disclosed
Avadim Health, Inc. disclosed plans to offer 5,000,000 common shares to the public
Avadim Health, Inc. disclosed plans to offer 5,000,000 common shares to the public
Avadim Health, Inc.17 Jan 20
Price Range Disclosed
Avadim Health, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Avadim Health, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
East Stone Acquisition Corporation17 Jan 20
Registration Statement Filed
East Stone Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
East Stone Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
East Stone Acquisition Corporation17 Jan 20
Shares Offered Disclosed
East Stone Acquisition Corporation disclosed plans to offer 10,000,000 units, with each unit consisting of one ordinary share, one right and one redeemable warrant
East Stone Acquisition Corporation disclosed plans to offer 10,000,000 units, with each unit consisting of one ordinary share, one right and one redeemable warrant
East Stone Acquisition Corporation17 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.175 per share (a gross spread of 1.75%) and a total of $1.75 mil for underwriting East Stone Acquisition Corporation's IPO
The underwriters received a discount of $0.175 per share (a gross spread of 1.75%) and a total of $1.75 mil for underwriting East Stone Acquisition Corporation's IPO
East Stone Acquisition Corporation17 Jan 20
Other IPO Related
East Stone Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
East Stone Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
I-MAB16 Jan 20
Registration Statement Declared Effective
I-MAB's registration statement was declared effective by the Securities and Exchange Commission (SEC)
I-MAB's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Velocity Financial, Inc.16 Jan 20
Registration Statement Declared Effective
Velocity Financial, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Velocity Financial, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lizhi Inc.16 Jan 20
Registration Statement Declared Effective
Lizhi Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lizhi Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Phoenix Tree Holdings Limited16 Jan 20
Registration Statement Declared Effective
Phoenix Tree Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Phoenix Tree Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Aditx Therapeutics, Inc.16 Jan 20
Registration Statement Filed
Aditx Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Aditx Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Aditx Therapeutics, Inc.16 Jan 20
Shares Offered Disclosed
Aditx Therapeutics, Inc. disclosed plans to offer 1,900,000 units to the public with each unit consisting of ne share of our common stock and one warrant to purchase one share of our common stock
Aditx Therapeutics, Inc. disclosed plans to offer 1,900,000 units to the public with each unit consisting of ne share of our common stock and one warrant to purchase one share of our common stock
Aditx Therapeutics, Inc.16 Jan 20
Price Range Disclosed
Aditx Therapeutics, Inc. set the anticipated price range for its IPO at $5.50 per share
Aditx Therapeutics, Inc. set the anticipated price range for its IPO at $5.50 per share
Atotech Limited15 Jan 20
Registration Statement Filed
Atotech Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Atotech Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Muscle Maker, Inc.10 Jan 20
Shares Offered Increased
Muscle Maker, Inc. increased the number of common shares to be offered to 1,600,000 from 1,000,000 shares
Muscle Maker, Inc. increased the number of common shares to be offered to 1,600,000 from 1,000,000 shares
Muscle Maker, Inc.10 Jan 20
Price Range Decreased
Muscle Maker, Inc. decreased the anticipated price range for its IPO to $5.00 per share from $5.00 to $7.00 per share
Muscle Maker, Inc. decreased the anticipated price range for its IPO to $5.00 per share from $5.00 to $7.00 per share
Auddia Inc.10 Jan 20
Registration Statement Filed
Auddia Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Auddia Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Auddia Inc.10 Jan 20
Shares Offered Disclosed
Auddia Inc. disclosed plans to offer 1,200,000 common shares to the public
Auddia Inc. disclosed plans to offer 1,200,000 common shares to the public
Schrodinger, Inc.10 Jan 20
Registration Statement Filed
Schrodinger, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Schrodinger, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Oriental Culture Holding Ltd10 Jan 20
Other IPO Related
Oriental Culture Holding Ltd filed a registration amendment where they changed their expected ticker on Nasdaq to 'OCG' from 'DFWH'
Oriental Culture Holding Ltd filed a registration amendment where they changed their expected ticker on Nasdaq to 'OCG' from 'DFWH'
Casper Sleep Inc.10 Jan 20
Registration Statement Filed
Casper Sleep Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Casper Sleep Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PPD, Inc.09 Jan 20
Registration Statement Filed
PPD, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PPD, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lizhi Inc.08 Jan 20
Shares Offered Disclosed
Lizhi Inc. disclosed plans to offer 4,100,000 American Depositary Shares (ADS) with each ADS representing 20 Class A ordinary shares
Lizhi Inc. disclosed plans to offer 4,100,000 American Depositary Shares (ADS) with each ADS representing 20 Class A ordinary shares
Lizhi Inc.08 Jan 20
Price Range Disclosed
Lizhi Inc. set the anticipated price range for its IPO at $11.00 to $13.00 per American Depositary Share
Lizhi Inc. set the anticipated price range for its IPO at $11.00 to $13.00 per American Depositary Share
Phoenix Tree Holdings Limited08 Jan 20
Shares Offered Disclosed
Phoenix Tree Holdings Limited disclosed plans to offer 10,600,000 American Depositary Shares (ADS) with each ADS representing 10 Class A ordinary shares
Phoenix Tree Holdings Limited disclosed plans to offer 10,600,000 American Depositary Shares (ADS) with each ADS representing 10 Class A ordinary shares
Phoenix Tree Holdings Limited08 Jan 20
Price Range Disclosed
Phoenix Tree Holdings Limited set the anticipated price range for its IPO at $14.50 to $16.50 per American Depositary Share
Phoenix Tree Holdings Limited set the anticipated price range for its IPO at $14.50 to $16.50 per American Depositary Share
Ardent Health Partners, Inc.08 Jan 20
IPO Withdrawn
Ardent Health Partners, Inc. withdrew its initial public offering as the company has chosen not to pursue an IPO at this time
Ardent Health Partners, Inc. withdrew its initial public offering as the company has chosen not to pursue an IPO at this time
InterPrivate Acquisition Corp.08 Jan 20
Registration Statement Filed
InterPrivate Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
InterPrivate Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
InterPrivate Acquisition Corp.08 Jan 20
Shares Offered Disclosed
InterPrivate Acquisition Corp. disclosed plans to offer 17,500,000 units, with each unit consisting of one share of common stock and one-half of one warrant
InterPrivate Acquisition Corp. disclosed plans to offer 17,500,000 units, with each unit consisting of one share of common stock and one-half of one warrant
InterPrivate Acquisition Corp.08 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3.5 mil for underwriting InterPrivate Acquisition Corp.'s IPO
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3.5 mil for underwriting InterPrivate Acquisition Corp.'s IPO
InterPrivate Acquisition Corp.08 Jan 20
Other IPO Related
InterPrivate Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
InterPrivate Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
GFL Environmental Holdings Inc.08 Jan 20
Other IPO Related
GFL Environmental Holdings Inc. has filed filed a registration statement amendment that removed the original total number of shares to be offered and the original price range information as well as all original underwriters other than BC Partners
GFL Environmental Holdings Inc. has filed filed a registration statement amendment that removed the original total number of shares to be offered and the original price range information as well as all original underwriters other than BC Partners
Arcutis Biotherapeutics, Inc.06 Jan 20
Registration Statement Filed
Arcutis Biotherapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Arcutis Biotherapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Velocity Financial, Inc.06 Jan 20
Shares Offered Disclosed
Velocity Financial, Inc. disclosed plans to offer 7,250,000 common shares to the public
Velocity Financial, Inc. disclosed plans to offer 7,250,000 common shares to the public
Velocity Financial, Inc.06 Jan 20
Price Range Disclosed
Velocity Financial, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Velocity Financial, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Professional Holding Corp.06 Jan 20
Registration Statement Filed
Professional Holding Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Professional Holding Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
OneWater Marine Inc.06 Jan 20
Other IPO Related
OneWater Marine Inc. has filed filed a registration statement amendment that removed the original total number of shares to be offered and the original price range information as well as Goldman Sachs as lead left underwriter
OneWater Marine Inc. has filed filed a registration statement amendment that removed the original total number of shares to be offered and the original price range information as well as Goldman Sachs as lead left underwriter
I-MAB03 Jan 20
Price Range Disclosed
I-MAB set the anticipated price range for its IPO at $12.00 to $15.00 per American Depositary Share
I-MAB set the anticipated price range for its IPO at $12.00 to $15.00 per American Depositary Share
I-MAB03 Jan 20
Shares Offered Disclosed
I-MAB disclosed plans to offer 7,407,400 American Depositary Shares (ADS) with each 10 ADSs representing 23 ordinary share
I-MAB disclosed plans to offer 7,407,400 American Depositary Shares (ADS) with each 10 ADSs representing 23 ordinary share
Black Diamond Therapeutics, Inc.03 Jan 20
Registration Statement Filed
Black Diamond Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Black Diamond Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
1Life Healthcare, Inc.03 Jan 20
Registration Statement Filed
1Life Healthcare, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
1Life Healthcare, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Newborn Acquisition Corp.03 Jan 20
Registration Statement Filed
Newborn Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Newborn Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Newborn Acquisition Corp.03 Jan 20
Shares Offered Disclosed
Newborn Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary
Newborn Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary
Newborn Acquisition Corp.03 Jan 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $2.75 mil for underwriting Newborn Acquisition Corp.'s IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $2.75 mil for underwriting Newborn Acquisition Corp.'s IPO
Newborn Acquisition Corp.03 Jan 20
Other IPO Related
Newborn Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Newborn Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Avadim Health, Inc.02 Jan 20
Registration Statement Filed
Avadim Health, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Avadim Health, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GoodBulk Ltd.31 Dec 19
IPO Withdrawn
GoodBulk Ltd. withdrew its initial public offering as the company has decided not to pursue an IPO at this time
GoodBulk Ltd. withdrew its initial public offering as the company has decided not to pursue an IPO at this time
Molecular Data Inc.30 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.3766 per share (a gross spread of 7%) and a total of $4.33 mil for underwriting Molecular Data Inc.'s IPO
The underwriters received a discount of $0.3766 per share (a gross spread of 7%) and a total of $4.33 mil for underwriting Molecular Data Inc.'s IPO
Molecular Data Inc.30 Dec 19
IPO Price Disclosed
Molecular Data Inc. set the price of its initial public offering of 11,500,000 American Depositary Shares at $5.38 per share, which was within the $5.00 to $7.00 price range, for gross proceeds of $61.87 mil
Molecular Data Inc. set the price of its initial public offering of 11,500,000 American Depositary Shares at $5.38 per share, which was within the $5.00 to $7.00 price range, for gross proceeds of $61.87 mil
Molecular Data Inc.27 Dec 19
Registration Statement Declared Effective
Molecular Data Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Molecular Data Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
TIAN RUIXIANG Holdings Ltd27 Dec 19
Registration Statement Filed
TIAN RUIXIANG Holdings Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
TIAN RUIXIANG Holdings Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Greenrose Acquisition Corp.27 Dec 19
Registration Statement Filed
Greenrose Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Greenrose Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Greenrose Acquisition Corp.27 Dec 19
Shares Offered Disclosed
Greenrose Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and three-quarters of one warrant
Greenrose Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and three-quarters of one warrant
Greenrose Acquisition Corp.27 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3 mil for underwriting Greenrose Acquisition Corp.'s IPO
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3 mil for underwriting Greenrose Acquisition Corp.'s IPO
Greenrose Acquisition Corp.27 Dec 19
Other IPO Related
Greenrose Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Greenrose Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Gateway Casinos & Entertainment Limited27 Dec 19
IPO Withdrawn
Gateway Casinos & Entertainment Limited withdrew its initial public offering indicating the company has chosen not to pursue an IPO at this time
Gateway Casinos & Entertainment Limited withdrew its initial public offering indicating the company has chosen not to pursue an IPO at this time
Valtech SE27 Dec 19
IPO Withdrawn
Valtech SE withdrew its initial public offering without indicating a reason
Valtech SE withdrew its initial public offering without indicating a reason
Yunhong International26 Dec 19
Other IPO Related
China Yunhong Holdings filed a registration statement amendment that changed the company's name to Yunhong Interational
China Yunhong Holdings filed a registration statement amendment that changed the company's name to Yunhong Interational
NexPoint Real Estate Finance, Inc.24 Dec 19
Registration Statement Filed
NexPoint Real Estate Finance, Inc. filed for an initial public offering with its filing of an S-11 with the Securities and Exchange Commission (SEC)
NexPoint Real Estate Finance, Inc. filed for an initial public offering with its filing of an S-11 with the Securities and Exchange Commission (SEC)
SCVX Corp.23 Dec 19
Registration Statement Filed
SCVX Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SCVX Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SCVX Corp.23 Dec 19
Shares Offered Disclosed
SCVX 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
SCVX 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
SCVX Corp.23 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 $11 mil for underwriting SCVX 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 SCVX Corp.'s IPO
SCVX Corp.23 Dec 19
Other IPO Related
SCVX Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
SCVX Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
HF Enterprises Inc.23 Dec 19
Registration Statement Filed
HF Enterprises Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
HF Enterprises Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
HF Enterprises Inc.23 Dec 19
Shares Offered Disclosed
HF Enterprises Inc. disclosed plans to offer 2,600,000 common shares to the public
HF Enterprises Inc. disclosed plans to offer 2,600,000 common shares to the public
HF Enterprises Inc.23 Dec 19
Price Range Disclosed
HF Enterprises Inc. set the anticipated price range for its IPO at $6.00 to $8.00 per share
HF Enterprises Inc. set the anticipated price range for its IPO at $6.00 to $8.00 per share
Centrexion Therapeutics Corporation23 Dec 19
Other IPO Related
Centrexion Therapeutics filed a registration statement amendement that Merrill Lynch (lead left) and Evercore as underwriters and replaced them with Credit Suisse (lead left)
Centrexion Therapeutics filed a registration statement amendement that Merrill Lynch (lead left) and Evercore as underwriters and replaced them with Credit Suisse (lead left)
Indonesia Energy Corporation Limited23 Dec 19
Shares Offered Decreased
Indonesia Energy Corporation Limited decreased the number of ordinary shares to be offered to 1,363,637 shares from 1,500,000 shares
Indonesia Energy Corporation Limited decreased the number of ordinary shares to be offered to 1,363,637 shares from 1,500,000 shares
Indonesia Energy Corporation Limited23 Dec 19
Underwriting Discount Disclosed
The underwriters received a discount of $0.88 per share (a gross spread of 8%) and a total of $1.2 mil for underwriting Indonesia Energy Corporation Limited's IPO
The underwriters received a discount of $0.88 per share (a gross spread of 8%) and a total of $1.2 mil for underwriting Indonesia Energy Corporation Limited's IPO
Indonesia Energy Corporation Limited23 Dec 19
IPO Price Disclosed
Indonesia Energy Corporation Limited set the price of its initial public offering of 1,363,637 shares at $11.00 per share, which was within the $9.00 to $11.00 price range, for gross proceeds of $15 mil
Indonesia Energy Corporation Limited set the price of its initial public offering of 1,363,637 shares at $11.00 per share, which was within the $9.00 to $11.00 price range, for gross proceeds of $15 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..