Mergers & Acquisitions
SPAC Market Study 2022 – 1st Quarter Update
SPAC deal activity fell sharply in Q1 2022. The number of priced SPAC IPOs dropped from 163 in Q4 2021 to 55 in Q1 2022. Only 34 de-SPAC M&A deals were announced in Q1 compared with 61 in Q4. At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs. In addition, there were significant changes involving the use of Termination Fees, PIPE investments, Warrant Coverage, and Acquisition Terms/Durations on SPAC deals in Q1. Read more
SPAC Market Study 2021 – 4th Quarter Year-End Update
In our year-end update we researched SPAC IPO and de-SPAC M&A activity through December 31st. While the number of SPAC IPOs and de-SPAC M&A deals remained relatively robust in Q4 the average size of these deals is dropping. The average size of SPAC IPOs dropped in Q4 for the 3rd consecutive quarter to $176.8 million in average gross proceeds. At the same time the large, mega de-SPAC M&A deals seen in the first 3 quarters were noticeably absent in Q4. No de-SPAC deals announced in Q4 cracked the top 25 all-time largest de-SPACs, resulting in a significant drop in the average size of de-SPAC deals from $2.73B in Q3 to $1.25B in Q4. Read more
SPAC Market Study 2021 – 3rd Quarter Update
In our 3rd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through September 30th. While it doesn’t look like the torrid pace of SPAC activity in Q1 will return anytime soon, activity did rebound in Q3 to 88 priced SPAC IPOs from 64 in Q2. We also saw many of the largest de-SPAC M&A deals of all time announced in Q3, including MSP Recovery ($32.5B), Polestar ($20B), and Aurora Innovation ($11B). Despite these very large deals being announced, there is still plenty of SPAC dry powder available for more acquisitions in Q4 and into 2022. As of Sept 30th there were 452 SPAC IPOs still seeking a target, representing a total of $115.1B in gross proceeds raised. Read more
SPAC Market Study 2021 – 2nd Quarter Update
In our 2nd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through June 30th. Although increased scrutiny from the SEC certainly decelerated the pace of SPAC deal activity from Q1 to Q2, many of the largest de-SPAC M&A deals of all time were announced in Q2, and the level of activity was still very robust in comparison to previous years. Read more
Special Purpose Acquisition Company (SPAC) Market Study 2021
Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more
Update on the Prevalence of SPAC IPOs
In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more
Increasing Prevalence and Size of SPAC IPOs
The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more
Observations on Recent Poison Pill Activity
As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more
Coronavirus Pandemic's Impact on Stock Swap Valuations
Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more
Corporate America's Medicine Against Coronavirus
Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more
Coronavirus Impact on M&A Agreement Drafting
Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more
Second Most Active U.S. Public M&A Environment on Record
The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.
| Target | Acquirer | Equity Value ($bil) |
|---|---|---|
| Celgene Corporation | Bristol-Myers Squibb Company | 71.6 |
| Raytheon Company | United Technologies | 52.0 |
| Anadarko Petroleum | Occidental Petroleum | 37.9 |
| Worldpay, Inc. | Fidelity National Information Services | 34.8 |
| SunTrust Banks | BB&T Corporation | 28.2 |
Market Leaders - U.S. Public Mergers
Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.
| Rank | Firm | Equity Value ($bil) |
|---|---|---|
| 1 | Wachtell, Lipton, Rosen & Katz | 249.4 |
| 2 | Kirkland & Ellis | 100.8 |
| 3 | Skadden | 88.4 |
M&A Adviser Fee Watch
As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.
Corporate Governance Activity
DPD Note: At the company's June 28, 2022 annual meeting, a majority of the votes cast (including abstentions) were withheld from four of the six company directors up for election at the meeting. Kenneth A. Berlin, Richard J. Berman, Dr. James P. Patton and Dr. David Sidransky each tendered their conditional resignations as required by the company's majority vote standard bylaw. The Board decided to reject the resignations of all four, citing numerous reasons including the small vote margin, each Director's tenure and qualifications and the anticipated value of the continuing service of each. (8-K )
DPD Note: At the company's June 28, 2022 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: In connection with the adoption of the Amendment, the Board of Directors of the Company previously approved amendments to Article II, Section 3 of the Company's Amended and Restated By-Laws (the "By-Laws"), the effectiveness of which were contingent upon shareholder approval of the Amendment at the ... (8-K )
• Exhibit: Charter Amended/Restated Effective 07/01/2022 (S-8 )
• Exhibit: Bylaws Amended/Restated Effective 07/01/2022 (S-8 )
Filing: On June 30, 2022, HOOKIPA Pharma Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, to increase the number of authorized shares of the Compa ... (8-K )
DPD Note: The company disclosed the yet to be scheduled 2022 annual meeting will likely be held more than 30 days later than the anniversary of the company's 2021 annual meeting held on May 26, 2021 triggering a new deadline under Rule 14a-8. The company disclosed a new deadline of July 8, 2022 to submit such proposals. (8-K )
• Press release: Nikola Releases Message from CEO Mark Russell Updating Stockholders on New Voting Deadline (Press Release )
DPD Note: As You Sow filed a Notice of Exempt Solicitation on a voluntary basis in support of its stockholder proposal requesting the Board assess and report its ongoing water risk exposure. The proposal will be voted on at the company's August 4, 2022 annual meeting. (PX14A6G )
Filing: The Board of Directors has approved an amendment to the Company's Bylaws, effective June 30, 2022, to increase the size of the Board from ten members to eleven members (8-K )
Filing: Effective as of July 1, 2022, the Board approved (i) an amendment to the Company's certificate of incorporation (the "Charter") changing the Company's name from "Zurn Water Solutions Corporation" to "Zurn Elkay Water Solutions Corporation", and (ii) an amendment and restatement of the Company's by-l ... (8-K )
Filing: Effective as of July 1, 2022, the Board approved (i) an amendment to the Company's certificate of incorporation (the "Charter") changing the Company's name from "Zurn Water Solutions Corporation" to "Zurn Elkay Water Solutions Corporation", and (ii) an amendment and restatement of the Company's by-l ... (8-K )
Filing: On June 30, 2022, Abeona Therapeutics Inc. ("Abeona" or the "Company") filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Certificate of Amendment"), to effectuate a reverse stock split of the Company's o ... (8-K )
DPD Note: The company announced plans to hold a special meeting to vote on a charter amendment to eliminate the company's 10-vote Class B Common Stock and thus eliminate its dual class structure. On April 4, 2022, the company issued a news release announcing that the it had received a non-binding proposal from the Sands family to declassify the company's common stock. In announcing the planned change, the company also cited a number of corporate governance enhancements expected from the change, including a shift to majority voting in uncontested elections from the company's current plurality vote standard. (8-K )
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
• Exhibit: Sustainability and Corporate Social Responsibility Committee Charter (Co. Website )
Filing: On June 27, 2022, the board of directors (the "Board") of Freshpet, Inc. ("Freshpet" or the "Company") adopted amended and restated bylaws, attached hereto as Exhibit 3.1 (the "Amended and Restated Bylaws"), effective as of June 27, 2022. The Amended and Restated Bylaws provide for a proxy access pr ... (8-K )
DPD Note: On June 29, 2022 (the date of the company's 2022 annual meeting), the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Filing: On June 30, 2022, Mind Medicine (MindMed) Inc. (the "Company") announced that it has completed its previously announced redesignation (the "Redesignation") of its subordinate voting shares ("Subordinate Voting Shares") as common shares (the "Common Shares") of the Company. The Common Shares will be ... (8-K )
DPD Note: Vote results for June 27, 2022 annual meeting include the approval of the the Shareholder Rights Plan. (8-K )
DPD Note: At the company's June 29, 2022 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: The Board previously approved an amendment to the Company's Amended and Restated Bylaws (the "Bylaws Amendment"), to be effective upon stockholder approval of, and the effectual filing with the Delaware Secretary of State of, the Charter Declassification Amendment, and accordingly the Bylaws Amendme ... (8-K )
Filing: As described in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Quotient Technology Inc. (the "Company"), held on June 29, 2022, the Company's stockholders approved an amendment (the "Charter Declassification Amendment") to the Company's Amended and Restated Cer ... (8-K )
DPD Note: Vote results for June 29, 2022 annual meeting include the ratification of the Tax Benefits Preservation Plan. (8-K )
Filing: 800 S. Commerce St. Las Vegas, Nevada 89106 NOTICE OF ADJOURNMENT OF ANNUAL MEETING OF STOCKHOLDERS June 30, 2022 Dear Stockholder: This important notice is to inform you that the Remark Holdings, Inc. ("Remark," "we," "us," or "our") annual meeting of stockholders (the "Annual Meeting") has been ad ... (DEFA14A )
DPD Note: At the company's June 28, 2022 annual meeting, a majority of the votes cast were against the re-election of one of the ten company director nominees. Stanley S. Arkin did not receive a majority of votes cast for his re-election. The company has a majority vote standard with a plurality carveout for contested elections. The company did not disclose any further details regarding the failed election. (8-K )
DPD Note: At the company's June 28, 2022 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: On June 23, 2022, the Board of Directors of AbbVie Inc. (the "Company") approved and adopted Amended and Restated By-laws to amend Article IV, Section 4.7 to change the name of the Public Policy Committee to the Public Policy and Sustainability Committee (8-K )
(DEF 14A )
Filing: On June 27, 2022, Article II of the Articles of Incorporation of Blue Ridge Bankshares, Inc. (the "Company") was amended to increase the number of authorized shares of the Company's common stock, no par value per share, from 25,000,000 to 50,000,000 shares (the "Amendment"). The Amendment was adopte ... (8-K )
Filing: As described under Item 5.07 of this report, on June 27, 2022, the Company's stockholders voted at the 2022 annual meeting to adopt the Sixth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. The Board of Directors of the Company approved the Sixth Amended and Restated Cert ... (8-K )
Filing: On June 29, 2022, the Third Amended and Restated Bylaws of Dell Technologies Inc. (the "Amended Bylaws") became effective as of the effectiveness on the same date of the Sixth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. (the "Sixth Amended and Restated Certificate"), ... (8-K )
Filing: On June 28, 2022, Eos Energy Enterprises, Inc. (the "Company") filed a certificate of amendment (the "Charter Amendment") to its Third Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 200,000,000 to 300,000,000. As further described under Item ... (8-K )
DPD Note: Vote results for June 27, 2022 annual meeting include a company proposal to amend the charter to increase the authorized number of Preferred Stock from 20,000,000 shares to 40,000,000 shares that was not approved. (8-K )
Filing: On June 28, 2022, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect a one-for-thirty (1-for-30) reverse stock split of its outstanding common stock. The Amendment will ... (8-K )
Filing: Information regarding the directors of Patterson is incorporated herein by reference to the descriptions set forth under the caption "Proposal No. 1 Election of Directors" in Patterson's Proxy Statement for its Annual Meeting of Shareholders to be held on September 12, 2022 (the "2022 Proxy Statemen ... (10-K )
DPD Note: The company has rescheduled the 2022 annual meeting for August 10, 2022 which is more than 30 days later than the anniversary of the company's 2021 annual meeting held on June 17, 2021 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of July 9, 2022 for all proposals and nominations. The company previously disclosed it scheduled the 2022 annual meeting for July 19, 2022 and provided a deadline of May 29, 2022 for all proposals and nominations. (8-K )
DPD Note: As part of an amendment to a Stockholders' Agreement with Double Black Diamond Offshore Ltd. and Black Diamond Offshore Ltd., investment funds managed by Carlson Capital, L.P. (together, holders of approximately 70.9% of O/S), the company will put a charter amendment to allow 15% shareholders to call special meetings to a vote at the 2022 annual meeting. (8-K )
DPD Note: The Nathan Cummings Foundation filed a Notice of Exempt Solicitation urging stockholders to vote for a proposal requesting a report on how its lobbying activities align with the Paris Agreement's goal to limit average global warming to 1.5 degrees Celsius. The proposal was submitted by Nathan Cummings Foundation and Green Century Equity Fund and will be voted on at the company's August 4, 2022 annual meeting. (PX14A6G )
• Exhibit: Compensation and Personnel Committee Charter (Co. Website )
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
DPD Note: At the company's June 23, 2022 annual meeting, a majority of the votes cast were withheld from one of the three company directors up for election at the meeting. Patrick Machado was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
DPD Note: Vote results for June 28, 2022 annual meeting include a stockholder proposal to allow 10% shareholders to call special meetings that did not receive a majority of votes cast and was not approved. At the same meeting, shareholders approved a management proposal to allow 25% shareholders to call special meetings. The Board had recommended against the shareholder proposal in favor of its own proposal. (8-K )
Filing: At the Annual Meeting, upon the recommendation of the Board, the stockholders approved an amendment (the "Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended, to permit requests for special meetings of stockholders by holders of 25% of the Company's iss ... (8-K )
Filing: At the Annual Meeting, upon the recommendation of the Board, the stockholders approved an amendment (the "Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended, to permit requests for special meetings of stockholders by holders of 25% of the Company's iss ... (8-K )
DPD Note: At the company's May 18, 2022 annual meeting, shareholders approved a charter amendment to change the company's name to Elevance Health, Inc. The company's amended and restated charter and bylaws reflecting the new company name were posted on the company's website. (Co. Website )
DPD Note: At the company's May 18, 2022 annual meeting, shareholders approved a charter amendment to change the company's name to Elevance Health, Inc. The company's amended and restated charter and bylaws reflecting the new company name were posted on the company's website. (Co. Website )
Filing: On May 18, 2022, the shareholders of Anthem, Inc. (the "Company") approved a proposal to amend the Company's Amended and Restated Articles of Incorporation (as so amended, the "Articles") to change the name of the Company to Elevance Health, Inc., as disclosed in the Company's definitive proxy state ... (8-K )
Filing: The Board of Directors of the Company approved the amendment of the Company's Bylaws (as so amended, the "Bylaws") to reflect the change of the Company's name to Elevance Health, Inc., which amendment was subject to, and conditioned upon, the shareholders of the Company approving the amendment to th ... (8-K )
Filing: On March 2, 2022, the Board of Directors (the "Board") of Repro Med Systems, Inc. (the "Company") unanimously adopted a resolution to amend the Company's Restated Certificate of Incorporation, as amended, to change the legal name of the Company from "Repro Med Systems Inc." to "KORU Medical Systems, ... (8-K )
DPD Note: Vote results for June 22, 2022 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 15% to 10% that did not receive a majority of votes cast and was not approved. (8-K )
DPD Note: Vote results for June 23, 2022 annual meeting include a stockholder proposal to adopt a majority vote standard to elect directors (from a plurality standard) that received a majority of votes cast and was approved. The Board did not make a vote recommendation on the proposal but "values the opinions of our stockholders and will consider the outcome of the vote in determining whether to adopt a majority standard for uncontested director elections". (8-K )
Filing: As previously announced, at the 2022 Annual Shareholders' Meeting of Nexstar Media Group, Inc. (the "Company") on June 13, 2022, the Company's shareholders approved certain amendments to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to eliminate ... (8-K )
(DEF 14A )
DPD Note: Tig Advisors began a campaign at Spirit Airlines announcing it will vote against the proposed merger agreement with Frontier claiming the transaction is too complex, has higher risk factors and is economically inferior to the JetBlue offer (Press Release )
DPD Note: Jeffery Bray disclosed he nominated a three-person director slate for election to the company's Board at the upcoming annual meeting. This Nomination Notice assumes that the 2022 annual meeting is properly postponed or adjourned as required by the fiduciary duties of the Board to permit the convening of the special meeting called by Chirinjeev Kathuria, in his capacity as Co-Chairman of the Board, to consider the approval and adoption of certain amendments to the bylaws. The proposed amendments include setting the nomination deadline to five days prior to the meeting or five days prior to a postponed or adjourned meeting. (SC 13D/A )
DPD Note: At the company's June 23, 2022 annual meeting, a majority of the votes cast were against the re-election of one of the eight company director nominees. Mr. Yujiro S. Hata tendered his conditional resignation from the Board as in accordance with company's Director Resignation Policy (the company has a "plurality plus" vote standard). In disclosing the vote results, the company stated its belief that Mr. Hata received less than a majority of votes cast in support for his re-election due to some shareholders' concerns related to his service on two additional public company boards of directors beyond service on the company's Board, while also serving as a public company executive officer. Although Mr. Hata complies with the applicable overboarding policies of independent proxy advisors, some institutional shareholders have more restrictive proxy voting guidelines on that issue. The Nominating and Corporate Governance Committee will consider Mr. Hata's conditional resignation and will publicly disclose the decision regarding the tendered resignation and the reasons therefor within ninety (90) days. (8-K )
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
DPD Note: Barnes & Noble Education's announcement of a cooperation agreement with Outerbridge is the third formal arrangement between the parties allocating board seats to nominees of the firm (8-K )
DPD Note: The company entered into a new Cooperation Agreement with Outerbridge Capital Management, LLC under which the company agreed to nominate Rory Wallace, Chief Investment Officer of Outerbridge, for election to the Board at the 2022 annual meeting. The company also agreed to separate the roles of CEO and Chair. The agreement includes standstill and voting commitments. The company and Outerbridge previously entered into a settlement ending a potential proxy fight in July 2020. That agreement was amended in July 2021 to extend the obligations of the parties under agreement for another year. (8-K )
DPD Note: At the company's June 21, 2022 annual meeting, a majority of the votes cast were withheld from one of the three of the company directors up for election at the meeting. Mark Goldberg, M.D. was elected under the company's plurality vote standard. (8-K )
DPD Note: Aviat Networks began a campaign at Ceragon Networks disclosing an offer to acquire the company and announcing it will requisition a special meeting of shareholders to remove three incumbents and elect five replacement directors (SC 13D )
DPD Note: Aviat Networks, Inc. announced it will seek to call an extraordinary general meeting of the company's stockholders for the purposes of increasing the size of the Board to nine, electing its proposed independent nominees to those seats, and removing and replacing three of the company's current directors with its own nominees. Aviat also announced it submitted an unsolicited offer to acquire all the company's outstanding shares for $2.80 per share in cash. (SC 13D )
Filing: On June 26, 2022, the Board adopted an Amendment (the "By-laws Amendment") to the Company's Amended and Restated By-laws. The By-laws Amendment, which was effective upon adoption by the Board, designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockhold ... (8-K )
Filing: As set forth below in Item 5.07, at the Annual Meeting, our stockholders approved an amendment to our Certificate of Incorporation (the "Certificate of Amendment"), which amends Article V, Section 5.3 of our Certificate of Incorporation to remove a provision that states that a director may be remove ... (8-K )
Filing: On June 6, 2022, Radius Health, Inc. (the "Company") filed with the Securities and Exchange Commission ("SEC") and made available to its stockholders of record a definitive proxy statement (the "2022 Proxy Statement") for the Company's 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting") ... (8-K )
Filing: The Board of Directors of the Company approved amendments to Article IX of the Company's By-Laws to allow shareholders to amend the By-Laws, which amendments became effective on June 24, 2022 after the Company's shareholders adopted and approved the related amendment to the Company's Amended and Res ... (8-K )
Filing: On June 23, 2022, the shareholders of Shoe Carnival, Inc. (the "Company") approved a proposal to amend the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation") to allow the Company's shareholders to amend the Company's By-Laws, as disclosed in the Company's defi ... (8-K )
DPD Note: Railroad Ranch Capital began a campaign at Societal CDMO with a 13D filing announcing it intends to continue discussions with management and the board on a broad range of value enhancing company matters (SC 13D )
IPO Activity
YUKAI Health Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
YUKAI Health Group Limited disclosed plans to offer 4,000,000 ordinary shares in its IPO
YUKAI Health Group Limited set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Trailblazer Merger Corporation I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Trailblazer Merger Corporation I disclosed plans to offer 6,750,000 units, with each unit consisting of 1 share of Class A common stock, 1 Class 1 redeemable warrant, 1 Class 2 redeemable warrant, and 1/20 of one right
The underwriters received a discount of $0.45 per share (a gross spread of 4.5%) and a total of $3,037,500 for underwriting Trailblazer Merger Corporation I's IPO
Trailblazer Merger Corporation I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Resources Acquisition Corp. withdrew its initial public offering as the company has determined to no longer pursue an IPO
Spartan Acquisition Corp. IV withdrew its initial public offering as the company has determined to abandon the IPO
Clarios International Inc. has filed a registration statement amendment that removed the original total number of shares to be offered and the original price range information
Clearmind Medicine Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Nano Labs Ltd disclosed plans to offer 7,000,000 American Depositary Shares (ADS) with each ADS representing two ordinary shares
Nano Labs Ltd set the anticipated price range for its IPO at $9.50 to $11.50 per ADS
Switchback III Corporation withdrew its initial public offering as the company has elected to abandon the IPO
The underwriters received a discount of $0.735 per share (a gross spread of 6.26%) and a total of $10,575,180 for underwriting Ivanhoe Electric Inc.'s IPO
Ivanhoe Electric Inc. set the price of its initial public offering of 14,388,000 shares at $11.75 per share, which is at the low end of its $11.75 to $12.50 price range, for gross proceeds of $169.1 mil
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Ivanhoe Electric Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Genelux Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Magic Empire Global Limited decreased the anticipated price for its IPO to $4.00 per share from $4.00 to $5.00 per share
SK Growth Opportunities Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Intchains Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Virax Biolabs Group Limited increased the number of Class A ordinary shares to be offered to 1,350,000 from 1,200,000 shares
Lionheart IV Corp withdrew its initial public offering as the company has determined it no longer wishes to pursue an IPO
Lamar Partnering Corporation withdrew its initial public offering as the company has determined to no longer pursue an IPO
WANG & LEE GROUP, Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
WANG & LEE GROUP, Inc. disclosed plans to offer 5,000,000 ordinary shares to the public
WANG & LEE GROUP, Inc. set the anticipated price for its IPO at $4.00 per share
Atour Lifestyle Holdings Limited has filed a registration statement amendment that removes all previous references to the number of shares to be issued in the IPO and the anticipated price range
Ocean Capital Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Ocean Capital Acquisition Corporation disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share, one-half of one redeemable warrant, and one right to receive one-tenth (1/10) of one ordinary share
The underwriters received a discount of $0.30 per unit (a gross spread of 3%) and a total of $1.8 mil for underwriting Ocean Capital Acquisition Corporation's IPO
Ocean Capital Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Leonardo DRS, Inc. entered into a definitive agreement to merge with RADA Electronic Industries Ltd. whereby upon completion of the transaction, Leonardo DRS would become a publicly traded company
Ivanhoe Electric Inc. disclosed plans to offer 14,388,000 shares of common stock to the public
Ivanhoe Electric Inc. set the anticipated price range for its IPO at $11.75 to $12.00 per share
Heart Test Laboratories, Inc. decreased the number of common shares to be offered to 1,500,000 shares from 1,750,000 shares
The underwriters received a discount of $0.34 per share (a gross spread of 8%) and a total of $510,000 for underwriting Heart Test Laboratories, Inc.'s IPO
Heart Test Laboratories, Inc. set the price of its initial public offering of 1,500,000 shares at $4.25 per share, which is 5.6% below the low end of its $4.50 to $5.50 price range, for gross proceeds of $6.375 mil
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Lytus Technologies Holdings PTV. LTD. decreased the number of units to be offered to 2,609,474 units from 3,246,754 common shares
The underwriters received a discount of $10.38 per share (a gross spread of 7%) and a total of $991,600 for underwriting Lytus Technologies Holdings PTV. LTD.'s IPO
Lytus Technologies Holdings PTV. LTD. set the price of its initial public offering of 2,609,474 units at $4.75 per share, which was within the $4.75 to $6.74 price range, for gross proceeds of $12.395 mil
Bausch Health Companies announced that it was suspending its previous plan to pursue an IPO of its Solta Medical subsidiary given the challenging market conditions and other factors
Dorchester Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Dorchester Capital Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8,250,000 for underwriting Dorchester Capital Acquisition Corp.'s IPO
Dorchester Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Feutune Light Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Starbox Group Holdings Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Starbox Group Holdings Ltd. disclosed plans to offer 5,000,000 ordinary shares to the public
Starbox Group Holdings Ltd. set the anticipated price range for its IPO at $4.00 to $5.00 per share
OptMed, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lytus Technologies Holdings PTV. LTD.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Heart Test Laboratories, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Hempacco Co., Inc. disclosed plans to offer 3,000,000 common shares to the public
Hempacco Co., Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Onfolio Holdings Inc. decreased the number of units to be offered to 1,700,000 units from 2,857,143 units
Onfolio Holdings Inc. decreased the anticipated price range for its IPO to between $4.50 to $5.50 per share from $4.25 to $6.25 per share
Pono Capital Two, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pono Capital Two, Inc. disclosed plans to offer 10.000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $5,000,000 for underwriting Pono Capital Two, Inc.'s IPO
Pono Capital Two, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Forest Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Forest Acquisition Corp disclosed plans to offer 6,600,000 units, with each unit consisting of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share, and one redeemable warrant to purchase one-half of one ordinary share
The underwriters received a discount of $0.45 per share (a gross spread of 4.5%) and a total of $2,970,000 for underwriting Forest Acquisition Corp's IPO
Forest Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Black Dragon Acquisition Corp. I withdrew its initial public offering as the company no longer intends to pursue an IPO
LeeWay Services, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Nano Labs Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Warrantee Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Warrantee Inc. disclosed plans to offer 2,142,857 American Depositary Shares (ADS) with each ADS representing one common share
Warrantee Inc. set the anticipated price range for its IPO at $6.00 to $8.00 per ADS
Freestone Acquisition Corp withdrew its initial public offering as the company has determined to no longer pursue an IPO
Acri Capital Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Phoenix Motor Inc. decreased the number of common shares to be offered to 2,100,000 shares from 2,500,000 shares
The underwriters received a discount of $0.525 per share (a gross spread of 7%) and a total of $1.1 mil for underwriting Phoenix Motor Inc.'s IPO
Phoenix Motor Inc. set the price of its initial public offering of 2,100,000 shares at $7.50 per share, which was within the $7.00 to $9.00 price range, for gross proceeds of $15.75 mil
Soulgate Inc. withdrew its initial public offering as the company has determined not to proceed with an IPO at this time
Oxeia Biopharmaceuticals, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO
Virax Biolabs Group Limited disclosed plans to offer 1,200,000 Class A ordinary shares to the public
Virax Biolabs Group Limited set the anticipated price for its IPO at $5.00 per share
Phoenix Motor Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Qomolangma Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Qomolangma Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one share of common stock, one right to receive 1/10 of one share of common stock, and one redeemable warrant
The underwriters received a discount of $0.575 per share (a gross spread of 5.75%) and a total of $2,875,000 for underwriting Qomolangma Acquisition Corp.'s IPO
Qomolangma Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Heart Test Laboratories, Inc. disclosed plans to offer 1,750,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock
Heart Test Laboratories, Inc. set the anticipated price range for its IPO at $4.50 to $5.50 per share
Mobilicom Limited disclosed plans to offer 2,150,538 American Depositary Shares (ADS) with each ADS representing 150 ordinary shares
SaverOne 2014 Ltd. increased the number of units to be offered to 2,941,918 units from 2,241,379 units
The underwriters received a discount of $0.2891 per share (a gross spread of 7%) and a total of $910,723 for underwriting SaverOne 2014 Ltd.'s IPO
SaverOne 2014 Ltd. set the price of its initial public offering of 2,941,918 units at $4.13 per share
Shuttle Pharmaceuticals Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Shuttle Pharmaceuticals Holdings, Inc. disclosed plans to offer 3,000,000 shares of common stock to the public with Shuttle selling 2,750,000 shares and selling shareholders offering 250,000 shares
Shuttle Pharmaceuticals Holdings, Inc. set the anticipated price range for its IPO at $4.50 to $5.00 per share
BioLife4D Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intuity Medical, Inc. withdrew its initial public offering as the company has determine to no longer pursue an IPO
SaverOne 2014 Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Corporate Governance Reports
The debate over dual class share structures has been ongoing for over a century. Yet every few years, dual class structures come under increased scrutiny and criticism – usually triggered by a specific event, such as a high-profile company going public with the founder retaining a class of supervoting shares – then the increased attention fades away. Recent policy changes by proxy advisory firms begin to take effect this year, and it will be interesting to watch this proxy season and next to see if the escalated pressure on companies with dual class structures will have any material effect. Read more
Deal Point Data continuously monitors changes to corporate charters and bylaws and other announcements for key governance and takeover defense changes as part of our ESG research. After a unique year in which the Covid-19 pandemic upended several long term trends, 2021 largely reverted back to what we had been observing in recent years - less companies making structural takeover defense changes, lower overall governing document filings and amendments, and less poison pill activity. Read more
One year removed from the Covid-19 related stock market crash and the resulting increase in the number of companies turning to poison pills, we revisit the status of these companies and plans. Read more
Companies that delayed the holding of their 2020 annual meeting that are returning to their traditional annual meeting schedule may be impacting advance notice deadlines for proposals and director nominations. A review of advance notice provisions and a feature that can require a resetting of the submission deadlines. Read more
Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. The public health impact of the COVID-19 pandemic led to an increase in changes to governing documents in 2020 including numerous companies making the changes necessary to facilitate virtual shareholder meetings. Read more
A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions ("FFP") shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. Read more
Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. With much of the conversation surrounding corporate governance shifting away from shareholder rights to social and environmental issues, the volume of defense changes and updates to governing documents in general declined for companies of all sizes for a second year in a row. Read more
A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more
It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more
Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more
Securities Offerings
IPOs - Record Unicorn Issuance
The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.
High-Yield Bonds
The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..