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Mergers IPOs

Mergers & Acquisitions

Update on the Prevalence of SPAC IPOs

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

Increasing Prevalence and Size of SPAC IPOs

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

Observations on Recent Poison Pill Activity

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

Coronavirus Pandemic's Impact on Stock Swap Valuations

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

Corporate America's Medicine Against Coronavirus

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

Coronavirus Impact on M&A Agreement Drafting

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

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

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


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

Market Leaders - U.S. Public Mergers

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

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

M&A Adviser Fee Watch

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

Corporate Governance Activity

CenturyLink, Inc.25 Nov 20
Poison Pill Amendment
DPD Note: Extend expiration date from December 1, 2020 to December 1, 2023 subject to stockholder approval at the 2021 annual meeting (or the plan will expire on December 1, 2020); Section 38 "Proposed Share Transaction Procedures" deleted (8-K )
CoreLogic, Inc.24 Nov 20
Disclose Commencement of Written Consent (By Stockholder)
DPD Note: Less than week after a special meeting was held at which Cannae Holdings, Inc. and Senator Investment Group, LP removed and replaced three company directors, Cannae/Senator disclosed they requested the company set a record date in connection with a potential solicitation of written consents to remove seven additional directors and replace them with six Senator/Cannae nominees. (SC 13D/A )
CoreLogic, Inc.24 Nov 20
Update:Disclose Commencement of Written Consent (By Stockholder) on 11/24/2020
• Press release: CoreLogic Board Comments on Senator/Cannae's Initiation of Written Consent Process to Remove and Replace Additional Directors (Press Release )
Cracker Barrel Old Country Store, Inc.24 Nov 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's November 19, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. Biglari Holdings waged a proxy fight at the meeting and voted its 2,055,141 shares (8.7% of the outstanding shares) against the proposal. (8-K/A )
Cracker Barrel Old Country Store, Inc.24 Nov 20
Update:Proxy Fight Director Nomination on 08/20/2020
DPD Note: Final voting results for November 19, 2020 annual meeting include the reelection of all ten of the company's directors nominees (Biglari Holdings' nominee Raymond P. Barbrick was not elected). (8-K/A )
Greenbrier Companies, Inc. (The)24 Nov 20
Exempt Solicitation
DPD Note: Scott Klarquist, founder of Seven Corners Capital Management, LLC, filed a Notice of Exempt Solicitation on a voluntary basis containing a letter to fellow stockholders urging them to withhold their votes from the re-election of Director Kelly M. Williams at the January 2021 annual meeting. Mr. Klarquist questioned whether Ms. Williams qualified as an independent director under NYSE rules and that she should be ineligible to serve as Chair of the Nominating and Corporate Governance Committee or on the Audit or Compensation Committees per the company's governance guidelines. (PX14A6G )
Microsoft Corporation24 Nov 20
Exempt Solicitation
DPD Note: NorthStar Asset Management, Inc. filed a Notice of Exempt Solicitation on a voluntary basis in support of its stockholder proposal requesting the Board report on the options for the inclusion of non-management employee representation on the Board. The proposal will be voted on at the company's December 2020 annual meeting. (PX14A6G )
TESSCO Technologies Incorporated24 Nov 20
Update:Disclose Commencement of Written Consent (By Stockholder) on 09/25/2020
DPD Note: Press release by Robert B. Barnhill, Jr announcing that Institutional Shareholder Services Inc. ("ISS") is recommending stockholders vote to remove one company director, add two of Mr. Barnhill's independent director candidates, and repeal the Board's unilateral bylaw amendment that increased the holding requirement to call special meetings. Robert B. Barnhill, Jr., the company's founder and former Chairman, initiated a consent solicitation to remove five company directors and elect his own slate of four nominees and to repeal the bylaw amendment. (Press Release )
Carter Bankshares, Inc.23 Nov 20
Other Material Defense/Proxy Disclosure
DPD Note: The company (Carter Bank & Trust) completed a reorganization to form a bank holding company named Carter Bankshares, Inc. resulted in the company becoming an SEC reporting company (will now file periodic reports with the SEC). Previously, the company filed annual and quarterly reports, proxy statements and other information with the FDIC. (8-K12B )
CoreLogic, Inc.23 Nov 20
Update:Call Special Meeting (By Stockholder) on 07/29/2020
DPD Note: Vote results for November 17, 2020 special meeting indicate that stockholders approved the removal of three out of eight directors Cannae Holdings, Inc. and Senator Investment Group, LP were seeking to remove. Directors J. David Chatham, Thomas C. O'Brien and David F. Walker removal from the Board became effective immediately upon certification of the voting results of the special meeting. Additionally, three of the directors on the Cannae/Senator nine-person director slate were elected. (8-K )
ParkerVision, Inc.23 Nov 20
Poison Pill Amendment
DPD Note: Extend expiration date from November 21, 2020 to November 20, 2023; Decrease exercise price from $14.50 to $8.54 (8-K )
Stratus Properties Inc.23 Nov 20
Poison Pill Other Announcements
DPD Note: The company sent a "Rights Plan Response Letter" to Oasis Management Company Ltd. clarifying the actions it may take without triggering the rights plan. (8-K )
TSR, Inc.23 Nov 20
Update:Other Announcements on 10/26/2020
DPD Note: Vote results for November 19, 2020 annual meeting, include the approval of a company proposal "to hold a non-binding advisory vote on the termination of the Company's stockholder rights plan no later than August 29, 2021". (8-K )
Edgewell Personal Care Company20 Nov 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 11/05/2020 (10-K )
F-star Therapeutics, Inc.20 Nov 20
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Midas Gold Corp.20 Nov 20
Call Special Meeting (By Stockholder)
DPD Note: Paulson & Co., the company's largest shareholder with 44.1% of the outstanding common shares, announced it is requisitioning a special meeting in order to refresh the company's Board. Paulson is seeking to remove five company directors and replace them with five new independent nominees. Paulson wants the company to become a U.S.-listed, U.S.-domiciled, and U.S.-based company and stated that it tried to engage collaboratively with the Board to arrange a respectful transition but its efforts to date had been rebuffed. (Press Release )
Cracker Barrel Old Country Store, Inc.19 Nov 20
Update:Proxy Fight Director Nomination on 08/20/2020
DPD Note: Company press release announcing that based on preliminary vote results, stockholders re-elected all ten of the company's directors nominees at the November 19, 2020 annual meeting (Biglari Holdings' nominee was not elected). (Press Release )
News Corporation19 Nov 20
Defense Related Stockholder Proposal
DPD Note: Vote results for November 18, 2020 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that did not receive a majority of votes cast and was not approved. (8-K )
Ring Energy, Inc.19 Nov 20
Update:Update on 11/10/2020
DPD Note: 13D/A and press release by Dr. Simon Kukes and affiliated entities reiterating his call for fellow stockholders to withhold votes on all members of the company's Board of Directors in the upcoming election and to also encourage the proxy advisory firms to do a detailed investigation of the incumbent Board members. (SC 13D/A )
Viatris Inc.19 Nov 20
Reincorporation
DPD Note: Mylan N.V. merged with the Off-Patent Business (Upjohn) following its spinoff from Pfizer Inc., in a Reverse Morris Trust transaction to form Viatris Inc. The new Viatris Inc. is incorporated in Delaware. Prior to the transaction, Mylan N.V. was incorporated in the Netherlands. (8-K )
ZIOPHARM Oncology, Inc.19 Nov 20
Governance/Defense Controversy/Criticism
DPD Note: As part of its proxy fight to remove four members of the Board and replace them with its own three nominees, WaterMill Asset Management Corp. also criticized the company for not having sound corporate governance practices, including by not having a majority voting standard in uncontested elections. (Press Release )
ZIOPHARM Oncology, Inc.19 Nov 20
Update:Disclose Commencement of Written Consent (By Stockholder) on 10/16/2020
DPD Note: White Rock Capital Partners, L.P. will vote its 6.1 million common shares (approximately 2.8% of the outstanding company shares) in support of WaterMill Asset Management Corp.'s proposal for a reconstituted Board. (Press Release )
ZIOPHARM Oncology, Inc.19 Nov 20
Update:Disclose Commencement of Written Consent (By Stockholder) on 10/16/2020
DPD Note: WaterMill Asset Management Corp. issued an updated Investor Presentation as part of its proxy fight to remove four members of the Board and replace them with its own three nominees. (DFAN14A )
Bluegreen Vacations Holding Corporation18 Nov 20
Defense Related Stockholder Proposal
DPD Note: Vote results for November 18, 2020 annual meeting include a stockholder proposal to adopt a majority vote standard to elect directors (from a plurality standard) that failed to receive a majority of votes cast and was not approved. (8-K )
Clorox Company (The)18 Nov 20
Failed Company Defense Change Vote
DPD Note: Vote results for November 18, 2020 annual meeting include a company proposal to amend the charter to eliminate the fair price provision (i.e., 80% requirement to approve business combinations with an Interested Stockholder unless the transaction meets certain pricing requirements) that was not approved (69.9% of the outstanding shares voted for the proposal but not the 80% required for approval). (8-K )
Viatris Inc.18 Nov 20
Corporate Governance Guidelines
• Exhibit: Corporate Governance Principles (Co. Website )
Apartment Investment and Management Company17 Nov 20
Update:Solicit Holders to Meet Requirement to Call Special Meetings on 09/29/2020
DPD Note: The company disclosed that based on preliminary results, Land & Buildings Investment Management LLC (L&B) delivered written consents in excess of the 25% of the outstanding necessary to call a special meeting. L&B is seeking to call a special meeting to vote on a non-binding resolution urging the Board to put any proposed separation or spin-off involving the company to a stockholder vote. (8-K )
CoreLogic, Inc.17 Nov 20
Update:Call Special Meeting (By Stockholder) on 07/29/2020
DPD Note: Cannae Holdings, Inc. and Senator Investment Group, LP press release announcing that based on preliminary vote results, stockholders voted to remove three company directors and replace them with Senator and Cannae nominees. (Press Release )
CytRx Corporation17 Nov 20
Poison Pill Amendment
DPD Note: Reduce Acquiring Person from 15% to 4.95% (to repurpose the rights plan to NOL preservation); Reduce term from 10 years to 3 years and add NOL sunset language; Acting in Concert and derivative trigger language removed; Grandfather 4.95% holders (8-K )
Luby's Inc.17 Nov 20
Poison Pill Ratify Proposal
DPD Note: Vote results for November 17, 2020 special meeting include the approval of the Rights Agreement, dated as of February 15, 2018, as amended on February 11, 2019 and February 14, 2020. (8-K )
USA Technologies, Inc.17 Nov 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated (8-A12B )
USA Technologies, Inc.17 Nov 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/04/2020 (8-A12B )
Alpha and Omega Semiconductor Limited16 Nov 20
Other Material Defense/Proxy Disclosure
DPD Note: At the company's November 12, 2020 annual meeting, stockholders approved a resolution that empowers the Board to determine the appropriate size of the Board and appoint new directors to fill casual vacancies without stockholder approval. The proposal did not include an amendment to the company's governing documents. (8-K )
Commvault Systems, Inc.16 Nov 20
Poison Pill Amendment
DPD Note: Definition of Acquiring Person amended to exempt Starboard Value LP up to 15% (the company entered into a letter agreement with Starboard in June 2020 ending a proxy fight) (8-K )
Frequency Therapeutics, Inc.16 Nov 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 09/23/2020 (10-Q )
Surgalign Holdings, Inc.16 Nov 20
Advance Notice Disclosure
DPD Note: In connection with an amendment to the company's bylaws to revise the advance notice timeliness requirements, the company disclosed updated deadlines for non-14a-8 proposals and nominations for its 2021 annual meeting. An updated deadline of February 22, 2021 for 14a-8 proposals was also provided (the company had disclosed a deadline of February 5, 2021 in the previous year's proxy statement). (10-Q )

IPO Activity

Vision Marine Technologies Inc.25 Nov 20
Shares Offered Increased
Vision Marine Technologies Inc. increased the number of common shares to be offered to 2,400,000 from 2,222,222 shares
Vision Marine Technologies Inc.25 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $24 mil for underwriting Vision Marine Technologies Inc.'s IPO
Vision Marine Technologies Inc.25 Nov 20
IPO Price Disclosed
Vision Marine Technologies Inc. set the price of its initial public offering of 2,400,000 shares at $10.00 per share, which was within the $8.00 to $10.00 price range, for gross proceeds of $24 mil
Aspire Real Estate Investors, Inc.25 Nov 20
IPO Withdrawn
Aspire Real Estate Investors, Inc. withdrew its initial public offering citing unfavorable market conditions
HF Enterprises Inc.25 Nov 20
Shares Offered Decreased
HF Enterprises Inc. decreased the number of common shares to be offered to 2,160,000 shares from 2,600,000 shares
HF Enterprises Inc.25 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.525 per share (a gross spread of 7.5%) and a total of $1.1 mil for underwriting HF Enterprises Inc.'s IPO
HF Enterprises Inc.25 Nov 20
IPO Price Disclosed
HF Enterprises Inc. set the price of its initial public offering of 2,160,000 shares at $7.00 per share, which was within the $6.00 to $17.00 price range, for gross proceeds of $15.1 mil
Huadi International Group Co., Ltd.25 Nov 20
Shares Offered Disclosed
Huadi International Group Co., Ltd. disclosed plans to offer 3,593,750 ordinary shares to the public
Huadi International Group Co., Ltd.25 Nov 20
Price Range Disclosed
Huadi International Group Co., Ltd. set the anticipated price range for its IPO at $8.00 per share
908 Devices Inc.25 Nov 20
Registration Statement Filed
908 Devices Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Motive Capital Corp25 Nov 20
Registration Statement Filed
Motive Capital Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Motive Capital Corp25 Nov 20
Shares Offered Disclosed
Motive Capital Corp disclosed plans to offer 30,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Motive Capital Corp25 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting Motive Capital Corp's IPO
Motive Capital Corp25 Nov 20
Other IPO Related
Motive Capital Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Spring Valley Acquisition Corp.24 Nov 20
Registration Statement Declared Effective
Spring Valley Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Spartan Acquisition Corp. II24 Nov 20
Registration Statement Declared Effective
Spartan Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Spartan Acquisition Corp. II24 Nov 20
Shares Offered Increased
Spartan Acquisition Corp. II increased the number of units to be offered to 30,000,000 units from 25,000,000 units
Forest Road Acquisition Corp.24 Nov 20
Registration Statement Declared Effective
Forest Road Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Forest Road Acquisition Corp.24 Nov 20
Shares Offered Increased
Forest Road Acquisition Corp. increased the number of units to be offered to 25,000,000 units from 26,100,000 units
Globis Acquisition Corp.24 Nov 20
Registration Statement Filed
Globis Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Globis Acquisition Corp.24 Nov 20
Shares Offered Disclosed
Globis Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one share of common stock and one warrant
Globis Acquisition Corp.24 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $2 mil for underwriting Globis Acquisition Corp.'s IPO
Globis Acquisition Corp.24 Nov 20
Other IPO Related
Globis Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Roth CH Acquisition II Co.24 Nov 20
Registration Statement Filed
Roth CH Acquisition II Co. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Roth CH Acquisition II Co.24 Nov 20
Shares Offered Disclosed
Roth CH Acquisition II Co. disclosed plans to offer 10,000,000 units, with each unit consisting of one share of common stock and three-quarters of one redeemable warrant
Roth CH Acquisition II Co.24 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.10 per share (a gross spread of 1%) and a total of $1 mil for underwriting Roth CH Acquisition II Co.'s IPO
Roth CH Acquisition II Co.24 Nov 20
Other IPO Related
Roth CH Acquisition II Co. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Marlin Technology Corporation24 Nov 20
Registration Statement Filed
Marlin Technology Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Marlin Technology Corporation24 Nov 20
Shares Offered Disclosed
Marlin Technology Corporation disclosed plans to offer 30,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Marlin Technology Corporation24 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting Marlin Technology Corporation's IPO
Marlin Technology Corporation24 Nov 20
Other IPO Related
Marlin Technology Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Senior Connect Acquisition Corp. I24 Nov 20
Registration Statement Filed
Senior Connect Acquisition Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Senior Connect Acquisition Corp. I24 Nov 20
Shares Offered Disclosed
Senior Connect Acquisition Corp. I disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Senior Connect Acquisition Corp. I24 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting Senior Connect Acquisition Corp. I's IPO
Senior Connect Acquisition Corp. I24 Nov 20
Other IPO Related
Senior Connect Acquisition Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Ozon Holdings PLC24 Nov 20
Shares Offered Increased
Ozon Holdings PLC increased the number of ordinary shares to be offered to 33,000,000 from 30,000,000 shares
Ozon Holdings PLC24 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.925 per share (a gross spread of 6.42%) and a total of $63.5 mil for underwriting Ozon Holdings PLC's IPO
Ozon Holdings PLC24 Nov 20
IPO Price Disclosed
Ozon Holdings PLC set the price of its initial public offering of 33,000,000 ADS at $30.00 per share, which is 9% above the high end of its $22.50 to $27.50 price range, for gross proceeds of $990 mil
G Medical Innovations Holdings Ltd.24 Nov 20
IPO Withdrawn
G Medical Innovations Holdings Ltd. withdrew its initial public offering
Vision Marine Technologies Inc.23 Nov 20
Registration Statement Declared Effective
Vision Marine Technologies Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Genesis Park Acquisition Corp.23 Nov 20
Registration Statement Declared Effective
Genesis Park Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Maravai LifeSciences Holdings, Inc.23 Nov 20
Shares Offered Increased
Maravai LifeSciences Holdings, Inc. increased the number of Class A common shares to be offered to 60,000,000 from 50,000,000 shares
Maravai LifeSciences Holdings, Inc.23 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.4850 per share (a gross spread of 5.5%) and a total of $89.1 mil for underwriting Maravai LifeSciences Holdings, Inc.'s IPO
Maravai LifeSciences Holdings, Inc.23 Nov 20
IPO Price Disclosed
Maravai LifeSciences Holdings, Inc. set the price of its initial public offering of 60,000,000 shares at $27.00 per share, which was within the $24.00 to $27.00 price range, for gross proceeds of $1.62 bil
Breeze Holdings Acquisition Corp.23 Nov 20
Registration Statement Declared Effective
Breeze Holdings Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ozon Holdings PLC23 Nov 20
Registration Statement Declared Effective
Ozon Holdings PLC's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Tiga Acquisition Corp.23 Nov 20
Registration Statement Declared Effective
Tiga Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Tiga Acquisition Corp.23 Nov 20
Shares Offered Increased
Tiga Acquisition Corp. increased the number of units to be offered to 24,000,000 units from 20,000,000 units
10X Capital Venture Acquisition Corp23 Nov 20
Registration Statement Declared Effective
10X Capital Venture Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Omnichannel Acquisition Corp.23 Nov 20
Shares Offered Decreased
Omnichannel Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 25,000,000 units
Jowell Global Ltd.23 Nov 20
Registration Statement Filed
Jowell Global Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Jowell Global Ltd.23 Nov 20
Shares Offered Disclosed
Jowell Global Ltd. disclosed plans to offer 3,714,286 ordinary shares to the public
Jowell Global Ltd.23 Nov 20
Price Range Disclosed
Jowell Global Ltd. set the anticipated price range for its IPO at $17.00 per share
Sotera Health Company23 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.3225 per share (a gross spread of 5.75%) and a total of $61.6 mil for underwriting Sotera Health Company's IPO
Sotera Health Company23 Nov 20
IPO Price Disclosed
Sotera Health Company set the price of its initial public offering of 46,600,000 shares at $23.00 per share, which was within the $20.00 to $23.00 price range, for gross proceeds of $1 bil
Vision Marine Technologies Inc.20 Nov 20
Shares Offered Increased
Vision Marine Technologies Inc. increased the number of common shares to be offered to 2,222,222 from 1,666,667 shares
Spartan Acquisition Corp. II20 Nov 20
Shares Offered Decreased
Spartan Acquisition Corp. II decreased the number of units to be offered to 25,000,000 units from 40,000,000 units
AbCellera Biologics Inc.20 Nov 20
Registration Statement Filed
AbCellera Biologics Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
NeoGames S.A.20 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $5.7 mil for underwriting NeoGames S.A.'s IPO
NeoGames S.A.20 Nov 20
IPO Price Disclosed
NeoGames S.A. set the price of its initial public offering of 4,807,522 shares at $17.00 per share, which is 6.25% above the high end of its $14.00 to $16.00 price range, for gross proceeds of $81.7 mil
Telos Corporation20 Nov 20
Shares Offered Increased
Telos Corporation increased the number of common shares to be offered to 14,968,859 from 12,352,942 shares
Telos Corporation20 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.0625 per share (a gross spread of 6.25%) and a total of $15.2 mil for underwriting Telos Corporation's IPO
Telos Corporation20 Nov 20
IPO Price Disclosed
Telos Corporation set the price of its initial public offering of 14,968,859 shares at $17.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $254 mil
LifeSci Acquisition II Corp.20 Nov 20
Registration Statement Declared Effective
LifeSci Acquisition II Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Virpax Pharmaceuticals, Inc.20 Nov 20
Shares Offered Disclosed
Virpax Pharmaceuticals, Inc. disclosed plans to offer 1,363,637 common shares to the public
Virpax Pharmaceuticals, Inc.20 Nov 20
Price Range Disclosed
Virpax Pharmaceuticals, Inc. set the anticipated price range for its IPO at $10.00 to $12.00 per share
Frazier Lifesciences Acquisition Corporation20 Nov 20
Registration Statement Filed
Frazier Lifesciences Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Frazier Lifesciences Acquisition Corporation20 Nov 20
Shares Offered Disclosed
Frazier Lifesciences Acquisition Corporation disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Frazier Lifesciences Acquisition Corporation20 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Frazier Lifesciences Acquisition Corporation's IPO
Frazier Lifesciences Acquisition Corporation20 Nov 20
Other IPO Related
Frazier Lifesciences Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Revolution Acceleration Acquisition Corp20 Nov 20
Registration Statement Filed
Revolution Acceleration Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Revolution Acceleration Acquisition Corp20 Nov 20
Shares Offered Disclosed
Revolution Acceleration Acquisition Corp disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
Revolution Acceleration Acquisition Corp20 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Revolution Acceleration Acquisition Corp's IPO
Revolution Acceleration Acquisition Corp20 Nov 20
Other IPO Related
Revolution Acceleration Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Americas Technology Acquisition Corp.20 Nov 20
Registration Statement Filed
Americas Technology Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Americas Technology Acquisition Corp.20 Nov 20
Shares Offered Disclosed
Americas Technology Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one ordinary share and one redeemable warrant
Americas Technology Acquisition Corp.20 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.2 per share (a gross spread of 2%) and a total of $2 mil for underwriting Americas Technology Acquisition Corp.'s IPO
Americas Technology Acquisition Corp.20 Nov 20
Other IPO Related
Americas Technology Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Nebula Caravel Acquisition Corp.20 Nov 20
Registration Statement Filed
Nebula Caravel Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Nebula Caravel Acquisition Corp.20 Nov 20
Shares Offered Disclosed
Nebula Caravel Acquisition Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Nebula Caravel Acquisition Corp.20 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Nebula Caravel Acquisition Corp.'s IPO
Nebula Caravel Acquisition Corp.20 Nov 20
Other IPO Related
Nebula Caravel Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Fortress Value Acquisition Corp. III20 Nov 20
Registration Statement Filed
Fortress Value Acquisition Corp. III filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Fortress Value Acquisition Corp. III20 Nov 20
Shares Offered Disclosed
Fortress Value Acquisition Corp. III disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A common stock and one-fifth of one redeemable warrant
Fortress Value Acquisition Corp. III20 Nov 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 Fortress Value Acquisition Corp. III's IPO
Fortress Value Acquisition Corp. III20 Nov 20
Other IPO Related
Fortress Value Acquisition Corp. III disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
MEDIROM Healthcare Technologies Inc.20 Nov 20
Registration Statement Filed
MEDIROM Healthcare Technologies Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
ContextLogic Inc.20 Nov 20
Registration Statement Filed
ContextLogic Inc., d/b/a Wish, filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Nanobiotix S.A.20 Nov 20
Registration Statement Filed
Nanobiotix S.A. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
HumanCo Acquisition Corp.20 Nov 20
Registration Statement Filed
HumanCo Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
HumanCo Acquisition Corp.20 Nov 20
Shares Offered Disclosed
HumanCo Acquisition Corp. disclosed plans to offer 22,500,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
HumanCo Acquisition Corp.20 Nov 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $12.375 mil for underwriting HumanCo Acquisition Corp.'s IPO
HumanCo Acquisition Corp.20 Nov 20
Other IPO Related
HumanCo Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Kingswood Acquisition Corp.19 Nov 20
Registration Statement Declared Effective
Kingswood Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Maravai LifeSciences Holdings, Inc.19 Nov 20
Registration Statement Declared Effective
Maravai LifeSciences Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Cascade Acquisition Corp.19 Nov 20
Registration Statement Declared Effective
Cascade Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Omnichannel Acquisition Corp.19 Nov 20
Registration Statement Declared Effective
Omnichannel Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Aequi Acquisition Corp.19 Nov 20
Registration Statement Declared Effective
Aequi Acquisition Corp. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Sotera Health Company19 Nov 20
Registration Statement Declared Effective
Sotera Health Company's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Consonance-HFW Acquisition Corp.19 Nov 20
Registration Statement Declared Effective
Consonance-HFW Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)

Corporate Governance Reports

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

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

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

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

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

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

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

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

Peak Proxy Access Nomination Season - 10/31/2018

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

Securities Offerings

IPOs - Record Unicorn Issuance

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

High-Yield Bonds

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