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Mergers IPOs

Mergers & Acquisitions

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.


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

1847 Goedeker Inc.23 Sep 21
Governance/Defense Controversy/Criticism
DPD Note: Cannell Capital LLC (CC) 13D includes a letter to the company's CEO critical of the company's limitation on stockholder access to management and its belief that most of Kanen Wealth Management, LLC's (KWM) director candidates are superior to those of the company. CC called for the company to immediately reach a fair and reasonable settlement with KWM. (SC 13D )
1847 Goedeker Inc.23 Sep 21
Update:Governance/Defense Controversy/Criticism on 09/23/2021
DPD Note: The company filed a response letter to J. Carlo Cannell 13D letter. (DEFA14A )
Automatic Data Processing, Inc.23 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cardinal Health, Inc.23 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Strattec Security Corporation23 Sep 21
Governance/Defense Controversy/Criticism
DPD Note: GAMCO Investors, Inc. 13D/A discloses that it intends to vote against a company proposal to increase the authorized number of common shares and withhold its votes from the election of the company's director nominees at the October 5, 2021 annual meeting. GAMCO cited the company's lack of an explanation on why the company needs the additional shares. GAMCO also disclosed it will consider the possible submission of director nominations at the company's 2022 annual meeting. (SC 13D/A )
AngioDynamics, Inc.22 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Cardinal Health, Inc.22 Sep 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Contango ORE, Inc.22 Sep 21
Poison Pill Amendment
DPD Note: Extend expiration date from September 22, 2021 to September 22, 2022 (8-K )
Extreme Networks, Inc.22 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
News Corporation22 Sep 21
Poison Pill Amendment, Poison Pill Termination (proactive)
DPD Note: Accelerate expiration date from June 18, 2022 to September 21, 2021 (8-K )
Athersys, Inc.21 Sep 21
Update:Settlement/Standstill on 02/16/2021
DPD Note: The cooperation agreement with HEALIOS K.K. and Dr. Tadahisa Kagimoto was amended to extend the Standstill Period until the conclusion of the 2023 annual meeting and to provide that the Warrant Shares will be excluded from the calculation of the Ownership Limitation. (SC 13D/A )
James River Group Holdings, Ltd.21 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Malibu Boats, Inc.21 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Riot Blockchain, Inc.21 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Rocky Mountain Chocolate Factory, Inc.20 Sep 21
Update:Proxy Fight Director Nomination on 07/06/2021
DPD Note: The company reduced the size of its director slate up for election at the October 6, 2021 annual meeting to six after Mary K. Thompson resigned from the Board. (DEFA14A )
Rocky Mountain Chocolate Factory, Inc.20 Sep 21
Update:Proxy Fight Director Nomination on 07/06/2021
DPD Note: Director Mary K. Thompson resigned from the Board stating she will not go forward on the Board slates for either the company or AB Value citing both parties "irreparable harm to the RMCF franchisees, associates and investors by not working first and foremost to reconcile and stop the proxy fight". (8-K )
Rocky Mountain Chocolate Factory, Inc.20 Sep 21
Update:Proxy Fight Director Nomination on 07/06/2021
• Press release: Rocky Mountain Chocolate Factory Addresses AB Value's Misleading Claims in Letter to Stockholders (Press Release )
Southern Missouri Bancorp, Inc.20 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
A-Mark Precious Metals, Inc.17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Akoustis Technologies, Inc.17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Canadian National Railway Company17 Sep 21
Update:Call Special Meeting (By Stockholder) on 09/13/2021
DPD Note: TCI Fund Management Limited 13D/A discloses the four company directors it is seeking to remove and replace at the special meeting it is requisitioning. The filing also includes a presentation to the Board "setting forth its views regarding the Issuer". (SC 13D/A )
Canadian National Railway Company17 Sep 21
Update:Call Special Meeting (By Stockholder) on 09/13/2021
DPD Note: The company announced its "strategic and financial value creation plan" after TCI Fund Management Limited requisitioned a special meeting to remove and replace four company directors. The plan aims to increase profitability, reduce costs, and increase shareholder returns including via share repurchases. (Press Release )
Carpenter Technology Corporation17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Catalent, Inc.17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CynergisTek, Inc.17 Sep 21
Proxy Fight Director Nomination
DPD Note: Individual stockholder Daniel Berger filed preliminary proxy materials in connection with his solicitation of proxies in support of his nomination for election to the company's Board at the October 13, 2021 annual meeting. Mr. Berger originally nominated himself via the filing of a Schedule 14N (i.e., "nomination pursuant to the proxy access procedures set forth in the company's bylaws as amended through July 26, 2017"). The company included the Berger nomination in its definitive proxy statement and proxy card but recommended stockholders vote against his election. Mr. Berger was the President and CEO of Redspin, Inc. from 2010 to 2017. Redspin became a division of the company when it was acquired in 2015. (PREN14A )
CytoDyn Inc.17 Sep 21
Update:Proxy Fight Director Nomination on 07/01/2021
DPD Note: The Rosenbaum group filed supplemental proxy materials disclosing that it sent a letter to the Board containing a settlement proposal regarding the constitution of the Board and management. (DFRN14A )
Ebix, Inc.17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Fox Corporation17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hain Celestial Group, Inc. (The)17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Kearny Financial Corp.17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Phibro Animal Health Corporation17 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Raven Industries, Inc.17 Sep 21
Failed Say On Pay
DPD Note: At the September 15, 2021 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
Conagra Brands, Inc.16 Sep 21
Defense Related Stockholder Proposal
DPD Note: Vote results for September 15, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent (currently written consent allowed only if unanimous) that received a majority of votes cast and was approved. (8-K )
NextGen Healthcare, Inc.16 Sep 21
Update:Proxy Fight Director Nomination on 08/19/2021
DPD Note: 13D/A discloses that Sheldon Razin withdrew the nominations of Ramon Gregory and Julie Schoenfeld as nominees for election to the company's Board at the October 13, 2021 annual meeting. Mr. Gregory and Ms. Schoenfeld are also no longer members of the Section 13(d) group. The Razin group originally nominated a four-person slate for election to the company's nine-member Board. (SC 13D/A )
Scopus BioPharma Inc.16 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEFC14A )
Avis Budget Group, Inc.15 Sep 21
Update:Settlement/Standstill on 02/24/2020
DPD Note: The company entered a second amendment dated September 15, 2021 to the Third Amended and Restated Cooperation Agreement dated as of February 23, 2020 with SRS Investment Management, LLC. The amendment extends the Standstill Period for one year until December 31, 2022. (8-K )
Blue Apron Holdings, Inc.15 Sep 21
Other Material Defense/Proxy Disclosure
DPD Note: 8-K filed September 15, 2021 discloses that as of that same day the company no longer qualified for the "controlled company" exemption as defined by NYSE. Effective with the conversion of all Class B Common Stock into Class A Common Stock, the company also eliminated its unequal voting structure. The Class B common shares were entitled to cast 10 votes per share. (8-K )
Cintas Corporation15 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Codorus Valley Bancorp, Inc.15 Sep 21
Update:Other Material Defense/Proxy Disclosure on 07/06/2021
DPD Note: The company announced that the Board appointed current COO and Board member Craig L. Kauffman as CEO effective October 1, 2021 replacing Larry J. Miller. Mr. Miller will continue to serve as Board Chair. Driver Management Company LLC had been critical of the Board's oversight of Mr. Miller and had called for the company to separate the roles of CEO and Chair. (8-K )
LSI Industries Inc.15 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Mallinckrodt plc15 Sep 21
Update:Call Special Meeting (By Stockholder) on 01/15/2021
DPD Note: The Buxton Helmsley Group, Inc. (BHG) disclosed its latest letter to the Board (dated September 14, 2021). (SC 13D/A )
MasterCraft Boat Holdings, Inc.15 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
OSI Systems, Inc.15 Sep 21
Proxy Access Director Nomination
DPD Note: Proxy access nomination by Creighton Meland Jr. (i.e., "nomination of the Nominee is to be made in the Issuers proxy materials pursuant to the proxy access procedures set forth in the Issuers Bylaws"). Mr. Meland nominated himself for election to the company's Board at the 2021 annual meeting. Mr. Meland disclosed that he owns 65 shares or approximately .028% of the company's outstanding common shares. Mr. Meland is a retired partner at Baker McKenzie LLP. (Deal Point Data has not identified any proxy access provision in the company's current bylaws.) (SC 14N )
Tesla, Inc.15 Sep 21
Exempt Solicitation
DPD Note: Nia Impact Capital filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting that the Board prepare a report on the impact of the use of mandatory arbitration on employees and workplace culture. The proposal will be voted on at the company's October 7, 2021 annual meeting. (PX14A6G )
Viridian Therapeutics, Inc.15 Sep 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Bio-Techne Corporation14 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Box, Inc.14 Sep 21
Update:Proxy Fight Director Nomination on 05/03/2021
DPD Note: Final vote results for the September 9, 2021 annual meeting include the election of all three of the company's director nominees. The three Starboard Value LP nominees were supported by 18.5%, 18.5%, and 25.6% of the votes cast respectively. (8-K/A )
Kennametal Inc.14 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ammo, Inc.13 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Canadian National Railway Company13 Sep 21
Call Special Meeting (By Stockholder)
DPD Note: TCI Fund Management Limited announced its intention to requisition a special meeting for the purpose of refreshing the current Board by adding four independent nominees. According to TCI, the new Board will provide the railroad operational experience the current Board lacks and will help guide the selection of a new CEO, which TCI believes should be Jim Vena. Mr. Vena was the company's Chief Operating Officer until his retirement in 2016. (SC 13D/A )
Chimera Investment Corporation13 Sep 21
Governing Documents Filing (Change)
DPD Note: The company filed a Certificate of Correction confirming that the charter amendment effective June 10, 2021 did not receive the requisite vote and was not properly approved by shareholders, and therefore is of no force or effect. The Board remains classified as outlined in the second paragrah of Section 5.1 in the company's original charter in effect prior to the filing of the defective amendment. (8-K/A )
Chimera Investment Corporation13 Sep 21
Planned Defense Change
DPD Note: In an 8-K/A confirming that shareholders did not approve the charter amendment to declassify the board at the company's 2021 annual meeting as previously disclosed, the company also disclosed that it still believes declassifying the Board is in the company's best interests and intends again to seek shareholder approval of a charter amendment to declassify the board at the company's 2022 annual meeting. (8-K/A )
Cree, Inc.13 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Genesco Inc.13 Sep 21
Other Material Defense/Proxy Disclosure
DPD Note: Legion Partners Asset Management, LLC 13D/A critical of the company's capital allocation framework and calling for share repurchases in an accelerated manner. Legion Partners waged an unsuccessful proxy fight for four Board seats at the company's July 2021 annual meeting. (SC 13D/A )
Kimball International, Inc.13 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
NetApp, Inc.13 Sep 21
Defense Related Stockholder Proposal
DPD Note: Vote results for September 10, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written consent that received a majority of the votes cast and was approved. At the same meeting, a management proposal to amend the charter and bylaws to allow action by written consent also passed, and the company subsequently amended its charter and bylaws to implement the change. A similar shareholder proposal also passed at the company's 2020 annual meeting. (8-K )
NextGen Healthcare, Inc.13 Sep 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEFC14A )
NextGen Healthcare, Inc.13 Sep 21
Update:Proxy Fight Director Nomination on 08/19/2021
• Exhibit: Letter to Shareholders
• Press release: NextGen Healthcare Mails Definitive Proxy Statement and Letter to Shareholders (Press Release )
NextGen Healthcare, Inc.13 Sep 21
Update:Proxy Fight Director Nomination on 08/19/2021
• Press release: NextGen Healthcare Welcomes Highly Regarded Healthcare Executive Darnell Dent to Director Slate for 2021 Annual Meeting (Press Release )
Procter & Gamble Company (The)13 Sep 21
Exempt Solicitation
DPD Note: Friends of the Earth filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of independent director Angela F. Braly at the company's October 12, 2021 annual meeting. Friends of the Earth cited the company's insufficient action to mitigate deforestation and forest degradation risk and associated human rights risk that Ms. Braly bears responsibility for as Chair of the Governance and Public Responsibility committee. Friends of the Earth also cited Ms. Braly's potential conflict of interest in managing and mitigating climate-related risks due to her close association with ExxonMobil. (PX14A6G )

IPO Activity

Argus Capital Corp.23 Sep 21
Shares Offered Increased
Argus Capital Corp. increased the number of units to be offered to 26,500,000 units from 25,000,000 units
Thorne HealthTech, Inc.23 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $4.9 mil for underwriting Thorne HealthTech, Inc.'s IPO
Thorne HealthTech, Inc.23 Sep 21
IPO Price Disclosed
Thorne HealthTech, Inc. set the price of its initial public offering of 7,000,000 shares at $10.00 per share, which was within the decreased $10.00 to $11.00 price range, for gross proceeds of $70 mil
a.k.a. Brands Holding Corp.23 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.66 per share (a gross spread of 6%) and a total of $6.6 mil for underwriting a.k.a. Brands Holding Corp.'s IPO
a.k.a. Brands Holding Corp.23 Sep 21
IPO Price Disclosed
a.k.a. Brands Holding Corp. set the price of its initial public offering of 10,000,000 shares at $11.00 per share, which was within the increased $11.00 to $13.00 price range, for gross proceeds of $110 mil
Parsec Capital Acquisitions Corp23 Sep 21
Shares Offered Increased
Parsec Capital Acquisitions Corp increased the number of units to be offered to 7,500,000 units from 5,000,000 units
FWD Group Holdings Limited23 Sep 21
Registration Statement Filed
FWD Group Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Argo Blockchain plc23 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.0125 per share (a gross spread of 6.75) and a total of $7.6 mil for underwriting Argo Blockchain plc's IPO
Argo Blockchain plc23 Sep 21
IPO Price Disclosed
Argo Blockchain plc set the price of its initial public offering of 7,500,000 ADRs at $15.00 per share for gross proceeds of $112.5 mil
Aris Water Solutions, Inc.23 Sep 21
Registration Statement Filed
Aris Water Solutions, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Thorne HealthTech, Inc.22 Sep 21
Shares Offered Decreased
Thorne HealthTech, Inc. decreased the number of common shares to be offered to 7,000,000 shares from 9,000,000 shares
Thorne HealthTech, Inc.22 Sep 21
Price Range Decreased
Thorne HealthTech, Inc. decreased the anticipated price range for its IPO to between $10.00 to $11.00 per share from $13.00 to $15.00 per share
Thorne HealthTech, Inc.22 Sep 21
Registration Statement Declared Effective
Thorne HealthTech, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Live Oak Crestview Climate Acquisition Corp.22 Sep 21
Registration Statement Declared Effective
Live Oak Crestview Climate Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Remitly Global, Inc.22 Sep 21
Registration Statement Declared Effective
Remitly Global, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Sovos Brands, Inc.22 Sep 21
Registration Statement Declared Effective
Sovos Brands, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Brilliant Earth Group, Inc.22 Sep 21
Registration Statement Declared Effective
Brilliant Earth Group, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Brilliant Earth Group, Inc.22 Sep 21
Shares Offered Decreased
Brilliant Earth Group, Inc. decreased the number of Class A common shares to be offered to 8,333,333 shares from 16,666,667 shares
Argo Blockchain plc22 Sep 21
Registration Statement Declared Effective
Argo Blockchain plc's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Sterling Check Corp.22 Sep 21
Registration Statement Declared Effective
Sterling Check Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
EngageSmart, Inc.22 Sep 21
Registration Statement Declared Effective
EngageSmart, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Freshworks Inc.22 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.89 per share (a gross spread of 5.25%) and a total of $52.865 mil for underwriting Freshworks Inc.'s IPO
Freshworks Inc.22 Sep 21
IPO Price Disclosed
Freshworks Inc. set the price of its initial public offering of 28,500,000 shares at $36.00 per share, which is 5.9% above the high end of its increased $32.00 to $34.00 price range, for gross proceeds of $1 bil
Sanaby Health Acquisition Corp. I22 Sep 21
Registration Statement Filed
Sanaby Health Acquisition Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Sanaby Health Acquisition Corp. I22 Sep 21
Shares Offered Disclosed
Sanaby Health Acquisition Corp. I disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
Sanaby Health Acquisition Corp. I22 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8.25 mil for underwriting Sanaby Health Acquisition Corp. I's IPO
Sanaby Health Acquisition Corp. I22 Sep 21
Other IPO Related
Sanaby Health Acquisition Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Lucid Diagnostics Inc.22 Sep 21
Registration Statement Filed
Lucid Diagnostics Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Toast, Inc.22 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.9856 per share (a gross spread of 5%) and a total of $43 underwriting Toast, Inc.'s IPO
Toast, Inc.22 Sep 21
IPO Price Disclosed
Toast, Inc. set the price of its initial public offering of 21,739,131 shares at $40.00 per share, which is 11% above the high end of its increased $34.00 to $36.00 price range, for gross proceeds of $870 mil
The Better Being Co.22 Sep 21
IPO Withdrawn
The Better Being Co. withdrew its initial public offering indicating that the company was no longer pursuing an IPO at this time
First Watch Restaurant Group, Inc.22 Sep 21
Shares Offered Disclosed
First Watch Restaurant Group, Inc. disclosed plans to offer 9,459,000 common shares to the public
First Watch Restaurant Group, Inc.22 Sep 21
Price Range Disclosed
First Watch Restaurant Group, Inc. set the anticipated price range for its IPO at $17.00 to $20.00 per share
Schultze Special Purpose Acquisition Corp. II22 Sep 21
Shares Offered Decreased
Schultze Special Purpose Acquisition Corp. II decreased the number of units to be offered to 15,000,000 units from 20,000,000 units
Amplitude, Inc.22 Sep 21
Registration Statement Declared Effective
Amplitude, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Inflection Point Acquisition Corp.21 Sep 21
Registration Statement Declared Effective
Inflection Point Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Argus Capital Corp.21 Sep 21
Registration Statement Declared Effective
Argus Capital Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
a.k.a. Brands Holding Corp.21 Sep 21
Shares Offered Decreased
a.k.a. Brands Holding Corp. decreased the number of units to be offered to 10,000,000 units from 13,888,889 units
a.k.a. Brands Holding Corp.21 Sep 21
Price Range Decreased
a.k.a. Brands Holding Corp. decreased the anticipated price range for its IPO to between $11.00 to $13.00 per share from $17.00 to $19.00 per share
a.k.a. Brands Holding Corp.21 Sep 21
Registration Statement Declared Effective
a.k.a. Brands Holding Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Freshworks Inc.21 Sep 21
Registration Statement Declared Effective
Freshworks Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Toast, Inc.21 Sep 21
Registration Statement Declared Effective
Toast, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
VersaBank21 Sep 21
Registration Statement Declared Effective
VersaBank's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Yesway, Inc.21 Sep 21
Registration Statement Filed
Yesway, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Huake Holding Biology Co., LTD.21 Sep 21
Shares Offered Disclosed
Huake Holding Biology Co., LTD. disclosed plans to offer 5,000,000 Class A ordinary shares to the public
Huake Holding Biology Co., LTD.21 Sep 21
Other IPO Related
Huake Holding Biology Co., LTD. reclassified and redesignated its capital structure so that the issuer now has Class A and Class B ordinary shares with unequal voting rights instead of just ordinary shares
Freshworks Inc.20 Sep 21
Price Range Increased
Freshworks Inc. increased the anticipated price range for its IPO to $32.00 to $34.00 per share from $28.00 to $32.00 per share
Toast, Inc.20 Sep 21
Price Range Increased
Toast, Inc. increased the anticipated price range for its IPO to $34.00 to $36.00 per share from $30.00 to $33.00 per share
HHG Capital Corporation20 Sep 21
Registration Statement Declared Effective
HHG Capital Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Maxpro Capital Acquisition Corp.20 Sep 21
Shares Offered Decreased
Maxpro Capital Acquisition Corp. decreased the number of units to be offered to 9,000,000 units from 10,000,000 units
Olaplex Holdings, Inc.20 Sep 21
Shares Offered Disclosed
Olaplex Holdings, Inc. disclosed plans to offer 67,000,000 common shares to the public with the selling shareholders offering all 67,000,000 shares and the company not selling any shares
Olaplex Holdings, Inc.20 Sep 21
Price Range Disclosed
Olaplex Holdings, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Allvue Systems Holdings, Inc.20 Sep 21
Shares Offered Disclosed
Allvue Systems Holdings, Inc. disclosed plans to offer 15,300,000 Class A common shares to the public
Allvue Systems Holdings, Inc.20 Sep 21
Price Range Disclosed
Allvue Systems Holdings, Inc. set the anticipated price range for its IPO at $17.00 to $19.00 per share
Warby Parker Inc.20 Sep 21
Registration Statement Declared Effective
Warby Parker Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Enfusion, Inc.17 Sep 21
Registration Statement Filed
Enfusion, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ForgeRock, Inc.17 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.6875 per share (a gross spread of 6.75%) and a total of $18.6 mil for underwriting ForgeRock, Inc.'s IPO
ForgeRock, Inc.17 Sep 21
IPO Price Disclosed
ForgeRock, Inc. set the price of its initial public offering of 11,000,000 shares at $25.00 per share, which is 4.2% above the high end of its $21.00 to $24.00 price range, for gross proceeds of $275 mil
AvidXchange Holdings, Inc.17 Sep 21
Registration Statement Filed
AvidXchange Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intermedia Cloud Communications, Inc.17 Sep 21
Other IPO Related
Intermedia Cloud Communications, Inc. 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
Intuity Medical, Inc.17 Sep 21
Registration Statement Filed
Intuity Medical, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pyxis Oncology, Inc.17 Sep 21
Registration Statement Filed
Pyxis Oncology, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AEON Biopharma, Inc.17 Sep 21
Registration Statement Filed
AEON Biopharma, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GitLab Inc.17 Sep 21
Registration Statement Filed
GitLab Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Enact Holdings, Inc.17 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.14 per share (a gross spread of 6%) and a total of $15 mil for underwriting Enact Holdings, Inc.'s IPO
Enact Holdings, Inc.17 Sep 21
IPO Price Disclosed
Enact Holdings, Inc. set the price of its downsized initial public offering of 13,310,400 shares at $19.00 per share, which was within the decreased $19.00 to $20.00 price range, for gross proceeds of $253 mil
Learn CW Investment Corporation17 Sep 21
Shares Offered Decreased
Learn CW Investment Corporation decreased the number of units to be offered to 20,000,000 units from 25,000,000 units
ICZOOM Group, Inc.17 Sep 21
Shares Offered Disclosed
ICZOOM Group, Inc. disclosed plans to offer 4,400,000 Class A ordinary shares to the public
ICZOOM Group, Inc.17 Sep 21
Price Range Disclosed
ICZOOM Group, Inc. set the anticipated price range for its IPO at $5.00 to $6.00 per share
IHS Holding Limited17 Sep 21
Registration Statement Filed
IHS Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Immix Biopharma, Inc.17 Sep 21
Registration Statement Filed
Immix Biopharma, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
EzFill Holdings, Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.30 per share (a gross spread of 7.5%) and a total of $1.875 mil for underwriting EzFill Holdings, Inc.'s IPO
EzFill Holdings, Inc.16 Sep 21
IPO Price Disclosed
EzFill Holdings, Inc. set the price of its initial public offering of 6,250,000 shares at $4.00 per share
Definitive Healthcare Corp.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.69 per share (a gross spread of 6.26%) and a total of $26.2 mil for underwriting Definitive Healthcare Corp.'s IPO
Definitive Healthcare Corp.16 Sep 21
IPO Price Disclosed
Definitive Healthcare Corp. set the price of its initial public offering of 15,555,555 shares at $27.00 per share, which is 3.8% above the high end of its increased $24.00 to $26.00 price range, for gross proceeds of $420 mil
Pasithea Therapeutics Corp.16 Sep 21
Shares Offered Increased
Pasithea Therapeutics Corp. increased the number of units to be offered to 4,800,000 from 2,898,551 units
Pasithea Therapeutics Corp.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.40 per share (a gross spread of 8%) and a total of $1.92 mil for underwriting Pasithea Therapeutics Corp.'s IPO
Pasithea Therapeutics Corp.16 Sep 21
IPO Price Disclosed
Pasithea Therapeutics Corp. set the price of its initial public offering of 4,800,000 units at $5.00 per unit, which was within the $5.00 to $7.00 price range, for gross proceeds of $24 mil
PROCEPT BioRobotics Corporation16 Sep 21
Shares Offered Increased
PROCEPT BioRobotics Corporation increased the number of common shares to be offered to 6,556,000 from 5,500,000 shares
PROCEPT BioRobotics Corporation16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.75 per share (a gross spread of 7%) and a total of $11.5 mil for underwriting PROCEPT BioRobotics Corporation's IPO
PROCEPT BioRobotics Corporation16 Sep 21
IPO Price Disclosed
PROCEPT BioRobotics Corporation set the price of its initial public offering of 6,556,000 shares at $25.00 per share, which is 4.2% above the high end of its $22.00 to $24.00 price range, for gross proceeds of $164 mil
Dutch Bros Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.4375 per share (a gross spread of 6.25%) and a total of $30.3 mil for underwriting Dutch Bros Inc.'s IPO
Dutch Bros Inc.16 Sep 21
IPO Price Disclosed
Dutch Bros Inc. set the price of its initial public offering of 21,052,632 shares at $23.00 per share, which is 15% above the high end of its $18.00 to $20.00 price range, for gross proceeds of $484 mil
On Holding AG16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 5.25%) and a total of $39 mil for underwriting On Holding AG's IPO
On Holding AG16 Sep 21
IPO Price Disclosed
On Holding AG set the price of its initial public offering of 31,100,000 shares at $24.00 per share, which is 9% above the high end of its increased $20.00 to $22.00 price range, for gross proceeds of $746 mil
Keter Group SA16 Sep 21
Registration Statement Filed
Keter Group SA filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
CIIG Capital Partners II, Inc.16 Sep 21
Shares Offered Increased
CIIG Capital Partners II, Inc. increased the number of units to be offered to 25,000,000 units from 22,500,000 units
DICE Therapeutics, Inc.16 Sep 21
Shares Offered Increased
DICE Therapeutics, Inc. increased the number of common shares to be offered to 12,000,000 from 10,000,000 shares
DICE Therapeutics, Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $14.28 mil for underwriting DICE Therapeutics, Inc.'s IPO
DICE Therapeutics, Inc.16 Sep 21
IPO Price Disclosed
DICE Therapeutics, Inc. set the price of its initial public offering of 12,000,000 shares at $17.00 per share, which was within the $15.00 to $17.00 price range, for gross proceeds of $204 mil
Thoughtworks Holding, Inc.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.155 per share (a gross spread of 5.5%) and a total of $42.6 mil for underwriting Thoughtworks Holding, Inc.'s IPO
Thoughtworks Holding, Inc.16 Sep 21
IPO Price Disclosed
Thoughtworks Holding, Inc. set the price of its initial public offering of 36,842,106 shares at $21.00 per share, which is 5% above the high end of its $18.00 to $20.00 price range, for gross proceeds of $774 mil
IX Acquisition Corp.16 Sep 21
Registration Statement Filed
IX Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
IX Acquisition Corp.16 Sep 21
Shares Offered Disclosed
IX Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
IX Acquisition Corp.16 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $14 mil for underwriting IX Acquisition Corp.'s IPO
IX Acquisition Corp.16 Sep 21
Other IPO Related
IX Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Rose Hill Acquisition Corporation15 Sep 21
Registration Statement Filed
Rose Hill Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Rose Hill Acquisition Corporation15 Sep 21
Shares Offered Disclosed
Rose Hill Acquisition Corporation disclosed plans to offer 12,500,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Rose Hill Acquisition Corporation15 Sep 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.70 per share (a gross spread of 7%) and a total of $8.75 mil for underwriting Rose Hill Acquisition Corporation's IPO
Rose Hill Acquisition Corporation15 Sep 21
Other IPO Related
Rose Hill Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit

Corporate Governance Reports

Covid-19 Rights Plans ("Poison Pills") Revisited - 04/05/2021

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

Delayed 2020 Annual Meetings Impact Key 2021 Advance Notice Deadlines - 02/23/2021

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

Top Takeover Defense Changes of 2020 - 01/21/2021

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

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..