Mergers & Acquisitions
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
Kansas City Southern29 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Canadian Pacific Railway Limited filed preliminary proxy materials to solicit votes against the approval of company's merger with Canadian National Railway Company (CN). In March 2021, Canadian Pacific entered into an agreement to acquire the company but CN subsequently made an unsolicited, competing offer to acquire the company. The company's Board later deemed CN's revised offer to be superior to Canadian Pacific's deal and terminated its merger agreement with Canadian Pacific. (PREC14A )
DPD Note: Canadian Pacific Railway Limited filed preliminary proxy materials to solicit votes against the approval of company's merger with Canadian National Railway Company (CN). In March 2021, Canadian Pacific entered into an agreement to acquire the company but CN subsequently made an unsolicited, competing offer to acquire the company. The company's Board later deemed CN's revised offer to be superior to Canadian Pacific's deal and terminated its merger agreement with Canadian Pacific. (PREC14A )
Monmouth Real Estate Investment Corporation29 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Blackwells Capital LLC, which previously filed preliminary proxy materials nominating a four-person slate for election at company's 2021 annual meeting, has now filed preliminary proxy materials to solicit votes against the approval of the company's acquisition by Equity Commonwealth. The merger will be voted on at a special meeting scheduled for August 24, 2021. (PREC14A )
DPD Note: Blackwells Capital LLC, which previously filed preliminary proxy materials nominating a four-person slate for election at company's 2021 annual meeting, has now filed preliminary proxy materials to solicit votes against the approval of the company's acquisition by Equity Commonwealth. The merger will be voted on at a special meeting scheduled for August 24, 2021. (PREC14A )
Alkermes plc28 Jul 21
Alkermes plc28 Jul 21
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/14/2021 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 06/14/2021 (10-Q )
Costamare Inc.28 Jul 21
Discloses AGM Date
• Press release: Costamare Inc. Announces 2021 Annual Meeting of Stockholders (Press Release )
• Press release: Costamare Inc. Announces 2021 Annual Meeting of Stockholders (Press Release )
Lithia Motors, Inc.28 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/07/2021 (10-Q )
• Exhibit: Charter Amended/Restated Effective 06/07/2021 (10-Q )
Monmouth Real Estate Investment Corporation28 Jul 21
Update:Other Material Defense/Proxy Disclosure on 07/27/2021
• Press release: Starwood Capital Group Affiliate Files Preliminary Proxy Statement in Opposition to Monmouth Real Estate Investment Corp.'s Proposed Sale to Equity Commonwealth (Press Release )
• Press release: Starwood Capital Group Affiliate Files Preliminary Proxy Statement in Opposition to Monmouth Real Estate Investment Corp.'s Proposed Sale to Equity Commonwealth (Press Release )
Owens Corning28 Jul 21
Governing Documents Filing (Change)
Filing: On July 28, 2021, the Board of Directors of Owens Corning adopted, effective immediately, the Company's Third Amended and Restated Bylaws (as amended, the "Bylaws"). The Bylaws include amendments to ensure that gender references in the document are balanced. (10-Q )
Filing: On July 28, 2021, the Board of Directors of Owens Corning adopted, effective immediately, the Company's Third Amended and Restated Bylaws (as amended, the "Bylaws"). The Bylaws include amendments to ensure that gender references in the document are balanced. (10-Q )
PFSweb, Inc.28 Jul 21
Poison Pill Ratify Proposal
DPD Note: Vote results for July 27, 2021 annual meeting include the approval of an amendment to Rights Agreement to extend the term. (8-K )
DPD Note: Vote results for July 27, 2021 annual meeting include the approval of an amendment to Rights Agreement to extend the term. (8-K )
R.R. Donnelley & Sons Company28 Jul 21
Governance/Defense Controversy/Criticism
DPD Note: Chatham Asset Management, LLC switched from a 13G to a 13D filer to disclose that it intends to engage in discussions with management and the Board to express its view that the Board should not renew its stockholder rights plan upon its expiry on August 28, 2021 and that the Board should concentrate its efforts on undertaking a strategic review of assets with an external advisor. Chatham also filed a separate press release containing a letter to the Board. (SC 13D )
DPD Note: Chatham Asset Management, LLC switched from a 13G to a 13D filer to disclose that it intends to engage in discussions with management and the Board to express its view that the Board should not renew its stockholder rights plan upon its expiry on August 28, 2021 and that the Board should concentrate its efforts on undertaking a strategic review of assets with an external advisor. Chatham also filed a separate press release containing a letter to the Board. (SC 13D )
Wells Fargo & Company28 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 09/28/2006 (10-Q )
• Exhibit: Charter Amended/Restated Effective 09/28/2006 (10-Q )
Wells Fargo & Company28 Jul 21
AG Mortgage Investment Trust, Inc.27 Jul 21
Governing Documents Filing (Change)
Filing: After the close of business on July 22, 2021, AG Mortgage Investment Trust, Inc. (the "Company") effected the previously announced 1-for-3 reverse stock split (the "Reverse Stock Split") of its outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). On July 21, 2021, the ... (8-K )
Filing: After the close of business on July 22, 2021, AG Mortgage Investment Trust, Inc. (the "Company") effected the previously announced 1-for-3 reverse stock split (the "Reverse Stock Split") of its outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). On July 21, 2021, the ... (8-K )
AG Mortgage Investment Trust, Inc.27 Jul 21
Governing Documents Filing (Change)
Filing: After the close of business on July 22, 2021, AG Mortgage Investment Trust, Inc. (the "Company") effected the previously announced 1-for-3 reverse stock split (the "Reverse Stock Split") of its outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). On July 21, 2021, the ... (8-K )
Filing: After the close of business on July 22, 2021, AG Mortgage Investment Trust, Inc. (the "Company") effected the previously announced 1-for-3 reverse stock split (the "Reverse Stock Split") of its outstanding shares of common stock, par value $0.01 per share (the "Common Stock"). On July 21, 2021, the ... (8-K )
Amerant Bancorp Inc.27 Jul 21
Governing Documents Filing (Change)
Filing: On July 21, 2021 the Board of Directors (the "Board") of Amerant Bancorp Inc. (the "Company") amended the Company's bylaws effective July 22, 2021 (the "Bylaws") as follows: * Replaced the word Chairman with the word Chairperson throughout the Bylaws; * Revised Section 2.09(a) to include the Chief E ... (8-K )
Filing: On July 21, 2021 the Board of Directors (the "Board") of Amerant Bancorp Inc. (the "Company") amended the Company's bylaws effective July 22, 2021 (the "Bylaws") as follows: * Replaced the word Chairman with the word Chairperson throughout the Bylaws; * Revised Section 2.09(a) to include the Chief E ... (8-K )
Bancfirst Corporation27 Jul 21
Governing Documents Filing (Change)
Filing: Effective July 22, 2021, our Board of Directors, approved an amendment to Article II, Section 4 of the bylaws of the Company that provides for the election of directors based on a majority vote of the shares voting on the election, rather than a majority vote of the total shares outstanding (8-K )
Filing: Effective July 22, 2021, our Board of Directors, approved an amendment to Article II, Section 4 of the bylaws of the Company that provides for the election of directors based on a majority vote of the shares voting on the election, rather than a majority vote of the total shares outstanding (8-K )
GTY Technology Holdings Inc.27 Jul 21
Governing Documents Filing (Change)
Filing: On and effective July 26, 2021, the Board of Directors (the "Board") of GTY Technology Holdings Inc. (the "Company") approved Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws change the number of votes properly cast at a meeting of share ... (8-K )
Filing: On and effective July 26, 2021, the Board of Directors (the "Board") of GTY Technology Holdings Inc. (the "Company") approved Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws change the number of votes properly cast at a meeting of share ... (8-K )
Imax Corporation27 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 03/04/2021 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 03/04/2021 (10-Q )
Just Eat Takeaway.com N.V.27 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Cat Rock Capital Management LP press release containing a link to a presentation on recent developments at the company. Cat Rock blames the stock price underperformace on its "broken communication" with investors and calls for the company to fix the communication, divest non-core assets and use the proceeds to invest in its growth and to repurchase shares, and explore mergers with other global players. (Press Release )
DPD Note: Cat Rock Capital Management LP press release containing a link to a presentation on recent developments at the company. Cat Rock blames the stock price underperformace on its "broken communication" with investors and calls for the company to fix the communication, divest non-core assets and use the proceeds to invest in its growth and to repurchase shares, and explore mergers with other global players. (Press Release )
Lamb Weston Holdings, Inc.27 Jul 21
Discloses AGM Date
Filing: Information required by this Item 10 is included under the headings "Information About Our Executive Officers" and "Ethics and Governance" in Part 1, Item 1 of this Form 10-K, and will be included under the headings "Item 1. Election of Directors," "Corporate Governance - Code of Conduct and Code of ... (10-K )
Filing: Information required by this Item 10 is included under the headings "Information About Our Executive Officers" and "Ethics and Governance" in Part 1, Item 1 of this Form 10-K, and will be included under the headings "Item 1. Election of Directors," "Corporate Governance - Code of Conduct and Code of ... (10-K )
MDC Partners Inc.27 Jul 21
Governing Documents Filing (Change)
Filing: On July 27, 2021, MDC Partners Inc. ("MDC Canada"), a corporation continued under the laws of Canada, completed its previously disclosed redomiciliation into a new corporation organized under the laws of the State of Delaware ("MDC Delaware") pursuant to a "continuance" effected in accordance with S ... (8-K )
Filing: On July 27, 2021, MDC Partners Inc. ("MDC Canada"), a corporation continued under the laws of Canada, completed its previously disclosed redomiciliation into a new corporation organized under the laws of the State of Delaware ("MDC Delaware") pursuant to a "continuance" effected in accordance with S ... (8-K )
MDC Partners Inc.27 Jul 21
Governing Documents Filing (Change)
Filing: On July 27, 2021, MDC Partners Inc. ("MDC Canada"), a corporation continued under the laws of Canada, completed its previously disclosed redomiciliation into a new corporation organized under the laws of the State of Delaware ("MDC Delaware") pursuant to a "continuance" effected in accordance with S ... (8-K )
Filing: On July 27, 2021, MDC Partners Inc. ("MDC Canada"), a corporation continued under the laws of Canada, completed its previously disclosed redomiciliation into a new corporation organized under the laws of the State of Delaware ("MDC Delaware") pursuant to a "continuance" effected in accordance with S ... (8-K )
MDC Partners Inc.27 Jul 21
Reincorporation
DPD Note: Reincorporation in Delaware from Canada (Canada Business Corporations Act). (8-K )
DPD Note: Reincorporation in Delaware from Canada (Canada Business Corporations Act). (8-K )
Monmouth Real Estate Investment Corporation27 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Starwood Real Estate Income Trust, Inc. filed preliminary proxy materials to solicit votes against the approval of the company's acquisition by Equity Commonwealth. Starwood previously made an unsolicited offer to acquire the company that was rejected. (PREC14A )
DPD Note: Starwood Real Estate Income Trust, Inc. filed preliminary proxy materials to solicit votes against the approval of the company's acquisition by Equity Commonwealth. Starwood previously made an unsolicited offer to acquire the company that was rejected. (PREC14A )
NCR Corporation27 Jul 21
Governing Documents Filing (Change)
Filing: On July 21, 2021, the Board of Directors (the "Board") of NCR Corporation, a Maryland corporation (the "Company"), amended and restated the Company's Bylaws (the "Amended Bylaws") as summarized below. * Section 4 of Article I was amended to provide that a nominee for election as a director will be e ... (8-K )
Filing: On July 21, 2021, the Board of Directors (the "Board") of NCR Corporation, a Maryland corporation (the "Company"), amended and restated the Company's Bylaws (the "Amended Bylaws") as summarized below. * Section 4 of Article I was amended to provide that a nominee for election as a director will be e ... (8-K )
Rocky Mountain Chocolate Factory, Inc.27 Jul 21
Update:Proxy Fight Director Nomination on 06/24/2021
Filing: Item 4. Purpose of Transaction. Item 4 is amended to add the following: GVIC is actively monitoring the Issuer and its corporate governance practices. As previously disclosed, GVIC has expressed an interest to the Issuer in substantially increasing its ownership of Common Stock and obtaining commens ... (SC 13D/A )
Filing: Item 4. Purpose of Transaction. Item 4 is amended to add the following: GVIC is actively monitoring the Issuer and its corporate governance practices. As previously disclosed, GVIC has expressed an interest to the Issuer in substantially increasing its ownership of Common Stock and obtaining commens ... (SC 13D/A )
Steel Connect, Inc.27 Jul 21
Poison Pill Ratify Proposal
DPD Note: Vote results for July 26, 2021 annual meeting include the approval of an amendment and three-year extension of the company's Tax Benefits Preservation Plan. (8-K )
DPD Note: Vote results for July 26, 2021 annual meeting include the approval of an amendment and three-year extension of the company's Tax Benefits Preservation Plan. (8-K )
Take-Two Interactive Software, Inc.27 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Triton International Limited27 Jul 21
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 04/27/2021 (10-Q )
• Exhibit: Bylaws Amended/Restated Effective 04/27/2021 (10-Q )
Xerox Holdings Corporation27 Jul 21
Yatra Online, Inc.27 Jul 21
Governance/Defense Controversy/Criticism
DPD Note: Timothy J. Maguire of Maguire Asset Management, LLC 13D/A includes a letter to shareholders "to drive public support for a series of actions" to unlock shareholder value. Maguire blames the company's disappointing valuation on shareholder-unfriendly corporate governance practices including a lack of transparency into executive compensation, subpar operational performance, and a lack of operational and industry experience among Board members and management. Maguire outlines of a series of actions to address these issues and create shareholder value. Maguire also wants the company to schedule a 2021 annual meeting (the last meeting was held in December 2018). (SC 13D/A )
DPD Note: Timothy J. Maguire of Maguire Asset Management, LLC 13D/A includes a letter to shareholders "to drive public support for a series of actions" to unlock shareholder value. Maguire blames the company's disappointing valuation on shareholder-unfriendly corporate governance practices including a lack of transparency into executive compensation, subpar operational performance, and a lack of operational and industry experience among Board members and management. Maguire outlines of a series of actions to address these issues and create shareholder value. Maguire also wants the company to schedule a 2021 annual meeting (the last meeting was held in December 2018). (SC 13D/A )
Box, Inc.26 Jul 21
Update:Proxy Fight Director Nomination on 05/03/2021
• Press release: Box Mails Letter to Stockholders Highlighting Superior Board Leadership and Nominees (Press Release )
• Press release: Box Mails Letter to Stockholders Highlighting Superior Board Leadership and Nominees (Press Release )
Butler National Corporation26 Jul 21
Poison Pill Amendment
DPD Note: Extend expiration date by ten years (from August 2, 2021 to August 2, 2031) (8-K )
DPD Note: Extend expiration date by ten years (from August 2, 2021 to August 2, 2031) (8-K )
Capstead Mortgage Corporation26 Jul 21
Governing Documents Filing (Change)
Filing: On July 25, 2021, the Capstead board of directors approved and adopted an amendment to Capstead's Amended and Restated Bylaws (the "Bylaws") to explicitly provide that the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for t ... (8-K )
Filing: On July 25, 2021, the Capstead board of directors approved and adopted an amendment to Capstead's Amended and Restated Bylaws (the "Bylaws") to explicitly provide that the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for t ... (8-K )
GWG Holdings, Inc.26 Jul 21
Cancel Meeting
• Press release: GWG Holdings Announces Combined 2020/2021 Annual Meeting of Stockholders To Be Rescheduled (Press Release )
• Press release: GWG Holdings Announces Combined 2020/2021 Annual Meeting of Stockholders To Be Rescheduled (Press Release )
Independence Realty Trust, Inc.26 Jul 21
Governing Documents Filing (Change)
Filing: On July 26, 2021, IRT's board of directors approved and adopted an amendment to IRT's Amended and Restated Bylaws (the "Bylaws") to provide that (i) the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Mary ... (8-K )
Filing: On July 26, 2021, IRT's board of directors approved and adopted an amendment to IRT's Amended and Restated Bylaws (the "Bylaws") to provide that (i) the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Mary ... (8-K )
McKesson Corporation26 Jul 21
Defense Related Stockholder Proposal
DPD Note: Vote results for July 23, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written (currently written consent allowed only if unanimous) that failed to receive a majority of votes cast and was not approved. (8-K )
DPD Note: Vote results for July 23, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written (currently written consent allowed only if unanimous) that failed to receive a majority of votes cast and was not approved. (8-K )
RPM International Inc.26 Jul 21
SolarWinds Corporation26 Jul 21
Governing Documents Filing (Change)
Filing: As previously disclosed, on May 25, 2021 and May 28, 2021, respectively, the Board of Directors (the "Board") of SolarWinds Corporation (the "Company") and the holders of the majority in voting power of all the then-outstanding shares of common stock of the Company ("Common Stock"), acting by writte ... (8-K )
Filing: As previously disclosed, on May 25, 2021 and May 28, 2021, respectively, the Board of Directors (the "Board") of SolarWinds Corporation (the "Company") and the holders of the majority in voting power of all the then-outstanding shares of common stock of the Company ("Common Stock"), acting by writte ... (8-K )
Zevia PBC26 Jul 21
Governing Documents Filing (Initial Document)
Filing: Amendment and Restatement of Bylaws Effective as of July 21, 2021, the Company adopted its Amended and Restated Bylaws (the "A&R Bylaws") in connection with the closing of the IPO. The Board previously approved the A&R Bylaws. The A&R Bylaws amend and restate the Company's existing Bylaws in their e ... (8-K )
Filing: Amendment and Restatement of Bylaws Effective as of July 21, 2021, the Company adopted its Amended and Restated Bylaws (the "A&R Bylaws") in connection with the closing of the IPO. The Board previously approved the A&R Bylaws. The A&R Bylaws amend and restate the Company's existing Bylaws in their e ... (8-K )
Zevia PBC26 Jul 21
Governing Documents Filing (Initial Document)
Filing: Amendment and Restatement of Certificate of Incorporation On July 21, 2021, the Company filed its Amended and Restated Certificate of Incorporation (the "A&R Certificate") with the Secretary of State of the State of Delaware in connection with the Company's initial public offering (the "IPO") of its ... (8-K )
Filing: Amendment and Restatement of Certificate of Incorporation On July 21, 2021, the Company filed its Amended and Restated Certificate of Incorporation (the "A&R Certificate") with the Secretary of State of the State of Delaware in connection with the Company's initial public offering (the "IPO") of its ... (8-K )
Apollo Global Management, Inc.23 Jul 21
Discloses AGM Date
• Press release: Apollo Global Management Announces Date For 2021 Annual Meeting of Stockholders (Press Release )
• Press release: Apollo Global Management Announces Date For 2021 Annual Meeting of Stockholders (Press Release )
At Home Group Inc.23 Jul 21
Barnes & Noble Education, Inc.23 Jul 21
Update:Settlement/Standstill on 07/21/2020
DPD Note: The company entered into a letter agreement with Outerbridge Capital Management, LLC to supplement and amend the Cooperation Agreement dated July 20, 2020. Under the updated agreement, the company will renominate Lowell W. Robinson and Zachary Levenick for election to the Board at the company's 2021 annual meeting and the voting and standstill restrictions contained in the Cooperation Agreement will be extended for an additional year. Messrs. Robinson and Levenick were appointed to the Board under the original agreement. (8-K )
DPD Note: The company entered into a letter agreement with Outerbridge Capital Management, LLC to supplement and amend the Cooperation Agreement dated July 20, 2020. Under the updated agreement, the company will renominate Lowell W. Robinson and Zachary Levenick for election to the Board at the company's 2021 annual meeting and the voting and standstill restrictions contained in the Cooperation Agreement will be extended for an additional year. Messrs. Robinson and Levenick were appointed to the Board under the original agreement. (8-K )
BlackRock, Inc.23 Jul 21
Governing Documents Filing (Change)
Filing: On July 21, 2021, the Board of Directors (the "Board") of BlackRock, Inc. (the "Company") approved the filing of a Certificate of Change of Registered Agent and/or Registered Office (the "Certificate of Change") with the Secretary of State of Delaware to change the Company's registered agent to the ... (8-K )
Filing: On July 21, 2021, the Board of Directors (the "Board") of BlackRock, Inc. (the "Company") approved the filing of a Certificate of Change of Registered Agent and/or Registered Office (the "Certificate of Change") with the Secretary of State of Delaware to change the Company's registered agent to the ... (8-K )
BlackRock, Inc.23 Jul 21
Governing Documents Filing (Change)
Filing: On July 21, 2021, the Board also approved conforming amendments to the Company's Amended and Restated Bylaws to update the Company's registered agent and registered office, effective as of the filing of the Certificate of Change with the Secretary of State of Delaware (8-K )
Filing: On July 21, 2021, the Board also approved conforming amendments to the Company's Amended and Restated Bylaws to update the Company's registered agent and registered office, effective as of the filing of the Certificate of Change with the Secretary of State of Delaware (8-K )
Darden Restaurants, Inc.23 Jul 21
Earthstone Energy, Inc.23 Jul 21
Governing Documents Filing (Change)
Filing: At the Meeting, the Company's stockholders approved the Charter Amendment to increase the authorized size of the Board of Directors from nine members to eleven members (8-K )
Filing: At the Meeting, the Company's stockholders approved the Charter Amendment to increase the authorized size of the Board of Directors from nine members to eleven members (8-K )
First Solar, Inc.23 Jul 21
Governing Documents Filing (Change)
Filing: On July 22, 2021, the Board of Directors (the "Board") of First Solar, Inc. (the "Company") amended and restated the Company's Amended and Restated Bylaws (as amended and restated, the "A&R Bylaws") to, among other things, adopt provisions: (i) clarifying that the Board is empowered to appoint offic ... (8-K )
Filing: On July 22, 2021, the Board of Directors (the "Board") of First Solar, Inc. (the "Company") amended and restated the Company's Amended and Restated Bylaws (as amended and restated, the "A&R Bylaws") to, among other things, adopt provisions: (i) clarifying that the Board is empowered to appoint offic ... (8-K )
QUALCOMM Incorporated23 Jul 21
Governing Documents Filing (Change)
Filing: On July 20, 2021, the Board of Directors (the Board) of QUALCOMM Incorporated (the Company) approved amendments to the Amended and Restated Bylaws of the Company (the Bylaws) in order to (a) reflect various recent amendments to Delaware law to (i) clarify that meetings of stockholders and directors ... (8-K )
Filing: On July 20, 2021, the Board of Directors (the Board) of QUALCOMM Incorporated (the Company) approved amendments to the Amended and Restated Bylaws of the Company (the Bylaws) in order to (a) reflect various recent amendments to Delaware law to (i) clarify that meetings of stockholders and directors ... (8-K )
Scholastic Corporation23 Jul 21
T2 Biosystems, Inc.23 Jul 21
Governing Documents Filing (Change)
Filing: On July 23, 2021, the Company held the adjourned portion of its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the n ... (8-K )
Filing: On July 23, 2021, the Company held the adjourned portion of its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the n ... (8-K )
TESSCO Technologies Incorporated23 Jul 21
Governance/Defense Controversy/Criticism
DPD Note: Robert B. Barnhill, Jr., the company's founder and former Chairman (until August 2020), 13D/A discloses he will retire from the Board effective the July 28, 2021 annual meeting and that he intends to withhold his support from the re-election of directors Sandip Mukerjee and Paul Gaffney at the meeting. Mr. Barnhill did not cite any reasons for not supporting these directors. Seven seats are up for election to the company's annually elected Board at the meeting. (SC 13D/A )
DPD Note: Robert B. Barnhill, Jr., the company's founder and former Chairman (until August 2020), 13D/A discloses he will retire from the Board effective the July 28, 2021 annual meeting and that he intends to withhold his support from the re-election of directors Sandip Mukerjee and Paul Gaffney at the meeting. Mr. Barnhill did not cite any reasons for not supporting these directors. Seven seats are up for election to the company's annually elected Board at the meeting. (SC 13D/A )
Zevia PBC23 Jul 21
Alpine Income Property Trust, Inc.22 Jul 21
Governing Documents Filing (Change)
Filing: Effective July 21, 2021, the Board of Directors (the "Board") of Alpine Income Property Trust, Inc., a Maryland corporation (the "Company"), adopted and approved the second amended and restated bylaws of the Company (the "Second Amended and Restated Bylaws"). Under the Second Amended and Restated By ... (8-K )
Filing: Effective July 21, 2021, the Board of Directors (the "Board") of Alpine Income Property Trust, Inc., a Maryland corporation (the "Company"), adopted and approved the second amended and restated bylaws of the Company (the "Second Amended and Restated Bylaws"). Under the Second Amended and Restated By ... (8-K )
Genesco Inc.22 Jul 21
Update:Proxy Fight Director Nomination on 04/12/2021
DPD Note: Final vote results for the July 20, 2021 annual meeting include the election of all nine of the company's director nominees. The four Legion Partners Asset Management, LLC nominees were supported by 16.3%, 16.3%, 22.9% and 25.8% of the votes cast respectively. (8-K )
DPD Note: Final vote results for the July 20, 2021 annual meeting include the election of all nine of the company's director nominees. The four Legion Partners Asset Management, LLC nominees were supported by 16.3%, 16.3%, 22.9% and 25.8% of the votes cast respectively. (8-K )
NeuroMetrix, Inc.22 Jul 21
Poison Pill Amendment
DPD Note: Expand the definition of "Beneficial Ownership" to include certain derivative interests; Extend expiration date from March 8, 2022 to March 8, 2023 (10-Q )
DPD Note: Expand the definition of "Beneficial Ownership" to include certain derivative interests; Extend expiration date from March 8, 2022 to March 8, 2023 (10-Q )
Rocky Mountain Chocolate Factory, Inc.22 Jul 21
Update:Proxy Fight Director Nomination on 07/06/2021
DPD Note: The company announced governance enhancements while in the midst of a proxy fight (two separate shareholders have nominated candidates for election to the Board at the company's 2021 annual meeting). (Press Release )
DPD Note: The company announced governance enhancements while in the midst of a proxy fight (two separate shareholders have nominated candidates for election to the Board at the company's 2021 annual meeting). (Press Release )
Teligent, Inc.22 Jul 21
Failed Company Defense Change Vote
DPD Note: Vote results for July 21, 2021 annual meeting include a company proposal to amend the charter to eliminate the ability of stockholders to act by written consent that was not approved. The proposal received a majority of votes cast but failed to receive the majority of O/S required for approval. (8-K )
DPD Note: Vote results for July 21, 2021 annual meeting include a company proposal to amend the charter to eliminate the ability of stockholders to act by written consent that was not approved. The proposal received a majority of votes cast but failed to receive the majority of O/S required for approval. (8-K )
AAR Corp.21 Jul 21
Autoscope Technologies Corporation21 Jul 21
Poison Pill Amendment
DPD Note: Amendment to provide for new entity to assume the rights plan following a holding company reorganization and to replace all references to "Image Sensing Systems, Inc." with "Autoscope Technologies Corporation" (8-K12B )
DPD Note: Amendment to provide for new entity to assume the rights plan following a holding company reorganization and to replace all references to "Image Sensing Systems, Inc." with "Autoscope Technologies Corporation" (8-K12B )
iCAD, Inc.21 Jul 21
Failed Director Elections/Zombie Directors
DPD Note: At the company's July 15, 2021 annual meeting, a majority of the votes cast were withheld from one of the five company directors up for election at the meeting. Dr. Rakesh Patel was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
DPD Note: At the company's July 15, 2021 annual meeting, a majority of the votes cast were withheld from one of the five company directors up for election at the meeting. Dr. Rakesh Patel was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
iCAD, Inc.21 Jul 21
Governing Documents Filing (Change)
Filing: On July 15, 2021, the stockholders of the Company approved and adopted an amendment to the Company's Certificate of Incorporation (the "Certificate of Incorporation") to increase the Company's authorized shares of common stock, par value $0.01 per share, from 30,000,000 shares to 60,000,000 shares. ... (8-K )
Filing: On July 15, 2021, the stockholders of the Company approved and adopted an amendment to the Company's Certificate of Incorporation (the "Certificate of Incorporation") to increase the Company's authorized shares of common stock, par value $0.01 per share, from 30,000,000 shares to 60,000,000 shares. ... (8-K )
Intuitive Surgical, Inc.21 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 09/12/2003 (10-Q )
• Exhibit: Charter Amended/Restated Effective 09/12/2003 (10-Q )
Intuitive Surgical, Inc.21 Jul 21
Intuitive Surgical, Inc.21 Jul 21
Intuitive Surgical, Inc.21 Jul 21
Regions Financial Corporation21 Jul 21
Governing Documents Filing (Change)
Filing: On July 21, 2021, the Board of Directors (the "Board") of Regions Financial Corporation (the "Company") approved and adopted an amendment and restatement to the Company's By-Laws (as so amended, the "By-Laws") to make certain changes summarized below. Article II, Sections 1 and 2 of the By-Laws have ... (8-K )
Filing: On July 21, 2021, the Board of Directors (the "Board") of Regions Financial Corporation (the "Company") approved and adopted an amendment and restatement to the Company's By-Laws (as so amended, the "By-Laws") to make certain changes summarized below. Article II, Sections 1 and 2 of the By-Laws have ... (8-K )
Simmons First National Corporation21 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 07/14/2021 (S-4 )
• Exhibit: Charter Amended/Restated Effective 07/14/2021 (S-4 )
Tile Shop Holdings, Inc.21 Jul 21
Failed Company Defense Change Vote
DPD Note: Vote results for July 20, 2021 annual meeting include company proposals to amend the charter and bylaws to eliminate the supermajority vote requirement (75%) to amend the bylaws and certain charter that were not approved. The proposals received majority support but failed to receive the 75% required for approval. (8-K )
DPD Note: Vote results for July 20, 2021 annual meeting include company proposals to amend the charter and bylaws to eliminate the supermajority vote requirement (75%) to amend the bylaws and certain charter that were not approved. The proposals received majority support but failed to receive the 75% required for approval. (8-K )
Tile Shop Holdings, Inc.21 Jul 21
Governing Documents Filing (Change)
Filing: As described under Item 5.07 of this Current Report, which description is incorporated by reference into this Item 5.03, under the terms of the Stipulation of Settlement, dated as of August 7, 2020 (the "Stipulation"), the Company submitted to its stockholders proposals regarding certain potential c ... (8-K )
Filing: As described under Item 5.07 of this Current Report, which description is incorporated by reference into this Item 5.03, under the terms of the Stipulation of Settlement, dated as of August 7, 2020 (the "Stipulation"), the Company submitted to its stockholders proposals regarding certain potential c ... (8-K )
Beam Global20 Jul 21
Governing Documents Filing (Change)
Filing: On July 19, 2021, Beam Global (the "Company") filed a Certificate of Amendment to the Company's Articles of Incorporation to increase the Company's number of authorized common stock from 9,800,000 to 350,000,000. As described below in Item 5.07, the stockholders of the Company approved the amendment ... (8-K )
Filing: On July 19, 2021, Beam Global (the "Company") filed a Certificate of Amendment to the Company's Articles of Incorporation to increase the Company's number of authorized common stock from 9,800,000 to 350,000,000. As described below in Item 5.07, the stockholders of the Company approved the amendment ... (8-K )
Box, Inc.20 Jul 21
Update:Proxy Fight Director Nomination on 05/03/2021
Filing: Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the "SEC") to be used to solicit votes for the election of its slate of highly-qual ... (DFAN14A )
Filing: Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the "SEC") to be used to solicit votes for the election of its slate of highly-qual ... (DFAN14A )
Genesco Inc.20 Jul 21
Update:Proxy Fight Director Nomination on 04/12/2021
DPD Note: The company announced that based on preliminary vote results for the July 20, 2021 annual meeting, all nine of its director nominees were re-elected (none of Legion Partners Asset Management, LLC's four nominees were elected). (Press Release )
DPD Note: The company announced that based on preliminary vote results for the July 20, 2021 annual meeting, all nine of its director nominees were re-elected (none of Legion Partners Asset Management, LLC's four nominees were elected). (Press Release )
LSB Industries, Inc.20 Jul 21
Governing Documents Filing (Change)
Filing: On July 19, 2021, the Board approved an amendment and restatement of the Company's bylaws (the "Second Amended and Restated Bylaws") to (i) consolidate the First Amendment, dated February 18, 2010, the Second Amendment, dated January 17, 2014, the Third Amendment, dated February 4, 2014, the Fourth ... (8-K )
Filing: On July 19, 2021, the Board approved an amendment and restatement of the Company's bylaws (the "Second Amended and Restated Bylaws") to (i) consolidate the First Amendment, dated February 18, 2010, the Second Amendment, dated January 17, 2014, the Third Amendment, dated February 4, 2014, the Fourth ... (8-K )
MDC Partners Inc.20 Jul 21
Update:Other Material Defense/Proxy Disclosure on 05/27/2021
• Press release: Independent Proxy Advisory Firm Glass Lewis Joins ISS In Recommending MDC Partners (MDCA) Shareholders Vote "For" The Amended Transaction With Stagwell (Press Release )
• Press release: Independent Proxy Advisory Firm Glass Lewis Joins ISS In Recommending MDC Partners (MDCA) Shareholders Vote "For" The Amended Transaction With Stagwell (Press Release )
Monro, Inc.20 Jul 21
Exempt Solicitation
DPD Note: Ides Capital Management LP filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting the company adopt a recapitalization plan to eliminate its dual class structure. Ides Capital cited the Class C Convertible Preferred Stock's veto power over all matters put to a vote of the common shareholders and its concentration of ownership in a single individual, Director Peter J. Solomon. The proposal will be voted on at the company's August 17, 2021 annual meeting. (PX14A6G )
DPD Note: Ides Capital Management LP filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting the company adopt a recapitalization plan to eliminate its dual class structure. Ides Capital cited the Class C Convertible Preferred Stock's veto power over all matters put to a vote of the common shareholders and its concentration of ownership in a single individual, Director Peter J. Solomon. The proposal will be voted on at the company's August 17, 2021 annual meeting. (PX14A6G )
N-able, Inc.20 Jul 21
N-able, Inc.20 Jul 21
Governing Documents Filing (Initial Document)
Filing: On July 16, 2021, the Company amended and restated its Articles of Incorporation (the "Amended and Restated Articles of Incorporation") and its Bylaws (the "Amended and Restated Bylaws"). In addition to the provisions described in the Information Statement, the Amended and Restated Articles of Incor ... (8-K )
Filing: On July 16, 2021, the Company amended and restated its Articles of Incorporation (the "Amended and Restated Articles of Incorporation") and its Bylaws (the "Amended and Restated Bylaws"). In addition to the provisions described in the Information Statement, the Amended and Restated Articles of Incor ... (8-K )
N-able, Inc.20 Jul 21
Governing Documents Filing (Initial Document)
Filing: On July 16, 2021, the Company amended and restated its Articles of Incorporation (the "Amended and Restated Articles of Incorporation") and its Bylaws (the "Amended and Restated Bylaws"). In addition to the provisions described in the Information Statement, the Amended and Restated Articles of Incor ... (8-K )
Filing: On July 16, 2021, the Company amended and restated its Articles of Incorporation (the "Amended and Restated Articles of Incorporation") and its Bylaws (the "Amended and Restated Bylaws"). In addition to the provisions described in the Information Statement, the Amended and Restated Articles of Incor ... (8-K )
NIKE, Inc.20 Jul 21
Whitestone REIT20 Jul 21
Update:Failed Director Elections/Zombie Directors on 05/14/2021
DPD Note: The company announced that the Board rejected Jack L. Mahaffey's tendered resignation. The company previously disclosed that the Board would deliberate on whether to accept or reject Mr. Mahaffey's resignation after a majority of the votes cast were withheld from his re-election at the company's May 2021 annual meeting as required by the company's majority voting policy. Mr. Mahaffey will continue to serve as a trustee of the Company until the company's 2022 annual meeting. On July 15, 2021, Mr. Mahaffey notified the Board that he will not stand for re-election at the conclusion of his present term. (8-K )
DPD Note: The company announced that the Board rejected Jack L. Mahaffey's tendered resignation. The company previously disclosed that the Board would deliberate on whether to accept or reject Mr. Mahaffey's resignation after a majority of the votes cast were withheld from his re-election at the company's May 2021 annual meeting as required by the company's majority voting policy. Mr. Mahaffey will continue to serve as a trustee of the Company until the company's 2022 annual meeting. On July 15, 2021, Mr. Mahaffey notified the Board that he will not stand for re-election at the conclusion of his present term. (8-K )
Adamis Pharmaceuticals Corporation19 Jul 21
Update:Proxy Fight Director Nomination on 06/01/2021
DPD Note: Vote results for the July 16, 2021 annual meeting include the re-election of all five of the company's director nominees. The vote results do not include any of the Jerald A. Hammann nominations or proposals. Mr. Hammann nominated four individuals, including himself, for election to the Board and submitted three proposals but the company rejected his notice for being untimely and failing to comply with the company's advance notice bylaw. (8-K )
DPD Note: Vote results for the July 16, 2021 annual meeting include the re-election of all five of the company's director nominees. The vote results do not include any of the Jerald A. Hammann nominations or proposals. Mr. Hammann nominated four individuals, including himself, for election to the Board and submitted three proposals but the company rejected his notice for being untimely and failing to comply with the company's advance notice bylaw. (8-K )
Duke Energy Corporation19 Jul 21
Update:Other Material Defense/Proxy Disclosure on 05/17/2021
DPD Note: Elliott Management Corp. issued a press release containing a second letter to the Board highlighting feedback received from fellow stockholders and other stakeholders since it went public with its views on the company on May 17. Elliott cited areas that there was broad agreement among investors including that management's poor track record has led to skepticism regarding management's ability to create value for stockholders. Elliott detailed the next steps the company should take based on this feedback including operational improvements and increased focus in specific locations and the need to enhance the Board's independence including separating the roles of Chair and CEO. (Press Release )
DPD Note: Elliott Management Corp. issued a press release containing a second letter to the Board highlighting feedback received from fellow stockholders and other stakeholders since it went public with its views on the company on May 17. Elliott cited areas that there was broad agreement among investors including that management's poor track record has led to skepticism regarding management's ability to create value for stockholders. Elliott detailed the next steps the company should take based on this feedback including operational improvements and increased focus in specific locations and the need to enhance the Board's independence including separating the roles of Chair and CEO. (Press Release )
Duke Energy Corporation19 Jul 21
Update:Other Material Defense/Proxy Disclosure on 05/17/2021
• Press release: Duke Energy responds to Elliott Management's latest letter (Press Release )
• Press release: Duke Energy responds to Elliott Management's latest letter (Press Release )
Electronic Arts Inc.19 Jul 21
Exempt Solicitation
DPD Note: The SOC Investment Group (fka as CtW Investment Group) filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the company's "say on pay" proposal and the re-election of Compensation Committee members Luis Ubinas (Chair), Leonard S. Coleman, Jay C. Hoag, and Heidi Ueberroth, at the August 2021 annual meeting. SOC cited the company's inadequate response to last year's low "say on pay" vote (74.5% against) and the too frequent special award grants to NEOs. (PX14A6G )
DPD Note: The SOC Investment Group (fka as CtW Investment Group) filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the company's "say on pay" proposal and the re-election of Compensation Committee members Luis Ubinas (Chair), Leonard S. Coleman, Jay C. Hoag, and Heidi Ueberroth, at the August 2021 annual meeting. SOC cited the company's inadequate response to last year's low "say on pay" vote (74.5% against) and the too frequent special award grants to NEOs. (PX14A6G )
FedEx Corporation19 Jul 21
Kite Realty Group Trust19 Jul 21
Governing Documents Filing (Change)
Filing: On July 18, 2021, Kite's Board approved and adopted an amendment (the "Bylaws Amendment") to Kite's Second Amended and Restated Bylaws, as amended (the "Bylaws"), which provides that unless Kite consents in writing to the selection of an alternative forum, (i) the Circuit Court for Baltimore City, M ... (8-K )
Filing: On July 18, 2021, Kite's Board approved and adopted an amendment (the "Bylaws Amendment") to Kite's Second Amended and Restated Bylaws, as amended (the "Bylaws"), which provides that unless Kite consents in writing to the selection of an alternative forum, (i) the Circuit Court for Baltimore City, M ... (8-K )
Microchip Technology Incorporated19 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
(DEF 14A )
Retail Properties of America, Inc.19 Jul 21
Governing Documents Filing (Change)
Filing: On July 17, 2021, the Company Board approved an amendment to the Company's Sixth Amended and Restated Bylaws, as amended (the "Bylaws") to explicitly provide that the Circuit Court for Baltimore City, Maryland, Business and Technology Case Management Program, or, if that Court does not have jurisdic ... (8-K )
Filing: On July 17, 2021, the Company Board approved an amendment to the Company's Sixth Amended and Restated Bylaws, as amended (the "Bylaws") to explicitly provide that the Circuit Court for Baltimore City, Maryland, Business and Technology Case Management Program, or, if that Court does not have jurisdic ... (8-K )
VYNE Therapeutics Inc.19 Jul 21
Governing Documents Filing (Change)
Filing: On July 19, 2021, VYNE Therapeutics Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to increase the numb ... (8-K )
Filing: On July 19, 2021, VYNE Therapeutics Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to increase the numb ... (8-K )
IPO Activity
PowerSchool Holdings, Inc.29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.945 per share (a gross spread of 5.25%) and a total of $37.3 mil for underwriting PowerSchool Holdings, Inc.'s IPO
The underwriters received a discount of $0.945 per share (a gross spread of 5.25%) and a total of $37.3 mil for underwriting PowerSchool Holdings, Inc.'s IPO
PowerSchool Holdings, Inc.29 Jul 21
IPO Price Disclosed
PowerSchool Holdings, Inc. set the price of its initial public offering of 39,473,685 shares at $18.00 per share, which was within the $18.00 to $20.00 price range, for gross proceeds of $161.5 mil
PowerSchool Holdings, Inc. set the price of its initial public offering of 39,473,685 shares at $18.00 per share, which was within the $18.00 to $20.00 price range, for gross proceeds of $161.5 mil
Hawks Acquisition Corp29 Jul 21
Registration Statement Filed
Hawks Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Hawks Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Hawks Acquisition Corp29 Jul 21
Shares Offered Disclosed
Hawks Acquisition Corp disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable public warrant
Hawks Acquisition Corp disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable public warrant
Hawks Acquisition Corp29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Hawks Acquisition Corp's IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Hawks Acquisition Corp's IPO
Hawks Acquisition Corp29 Jul 21
Other IPO Related
Hawks Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Hawks Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Kimbell Tiger Acquisition Corporation29 Jul 21
Registration Statement Filed
Kimbell Tiger Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Kimbell Tiger Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Kimbell Tiger Acquisition Corporation29 Jul 21
Shares Offered Disclosed
Kimbell Tiger Acquisition Corporation disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
Kimbell Tiger Acquisition Corporation disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
Kimbell Tiger Acquisition Corporation29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Kimbell Tiger Acquisition Corporation's IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Kimbell Tiger Acquisition Corporation's IPO
Kimbell Tiger Acquisition Corporation29 Jul 21
Other IPO Related
Kimbell Tiger Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Kimbell Tiger Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Snap One Holdings Corp.29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.125 per share (a gross spread of 6.25%) and a total of $15.6 mil for underwriting Snap One Holdings Corp.'s IPO
The underwriters received a discount of $1.125 per share (a gross spread of 6.25%) and a total of $15.6 mil for underwriting Snap One Holdings Corp.'s IPO
Snap One Holdings Corp.29 Jul 21
IPO Price Disclosed
Snap One Holdings Corp. set the price of its initial public offering of 13,850,000 shares at $18.00 per share, which was within the $18.00 to $21.00 price range, for gross proceeds of $249.3 mil
Snap One Holdings Corp. set the price of its initial public offering of 13,850,000 shares at $18.00 per share, which was within the $18.00 to $21.00 price range, for gross proceeds of $249.3 mil
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Registration Statement Filed
Minority Equality Opportunities Acquisition Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Minority Equality Opportunities Acquisition Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Shares Offered Disclosed
Minority Equality Opportunities Acquisition Inc. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A common share and one redeemable warrant
Minority Equality Opportunities Acquisition Inc. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A common share and one redeemable warrant
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Minority Equality Opportunities Acquisition Inc.'s IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Minority Equality Opportunities Acquisition Inc.'s IPO
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Other IPO Related
Minority Equality Opportunities Acquisition Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Minority Equality Opportunities Acquisition Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
World Quantum Growth Acquisition Corp.29 Jul 21
Shares Offered Decreased
World Quantum Growth Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 30,000,000 units
World Quantum Growth Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 30,000,000 units
Healthcare Royalty, Inc.29 Jul 21
Shares Offered Disclosed
Healthcare Royalty, Inc. disclosed plans to offer 46,875,000 Class A shares to the public with Healthcare Royalty selling 31,250,000 shares and selling shareholders offering 15,625,000 shares
Healthcare Royalty, Inc. disclosed plans to offer 46,875,000 Class A shares to the public with Healthcare Royalty selling 31,250,000 shares and selling shareholders offering 15,625,000 shares
Healthcare Royalty, Inc.29 Jul 21
Price Range Disclosed
Healthcare Royalty, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Healthcare Royalty, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
International Media Acquisition Corp.28 Jul 21
Registration Statement Declared Effective
International Media Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
International Media Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Metals Acquisition Corp28 Jul 21
Registration Statement Declared Effective
Metals Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Metals Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Software Acquisition Group Inc. III28 Jul 21
Registration Statement Declared Effective
Software Acquisition Group Inc. III's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Software Acquisition Group Inc. III's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Rallybio Corporation28 Jul 21
Registration Statement Declared Effective
Rallybio Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Rallybio Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Rallybio Corporation28 Jul 21
Shares Offered Increased
Rallybio Corporation increased the number of common shares to be offered to 6,200,000 from 5,750,000 shares
Rallybio Corporation increased the number of common shares to be offered to 6,200,000 from 5,750,000 shares
Riskified Ltd.28 Jul 21
Registration Statement Declared Effective
Riskified Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Riskified Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Icosavax, Inc.28 Jul 21
Registration Statement Declared Effective
Icosavax, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Icosavax, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Icosavax, Inc.28 Jul 21
Shares Offered Increased
Icosavax, Inc. increased the number of common shares to be offered to 12,133,333 from 10,000,000 shares
Icosavax, Inc. increased the number of common shares to be offered to 12,133,333 from 10,000,000 shares
Nuvalent, Inc.28 Jul 21
Registration Statement Declared Effective
Nuvalent, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Nuvalent, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Nuvalent, Inc.28 Jul 21
Shares Offered Increased
Nuvalent, Inc. increased the number of common shares to be offered to 9,750,000 from 8,900,000 shares with Nuvalent now offering 9,150,000 Class A common shares and 600,000 Class B common shares
Nuvalent, Inc. increased the number of common shares to be offered to 9,750,000 from 8,900,000 shares with Nuvalent now offering 9,150,000 Class A common shares and 600,000 Class B common shares
Traeger, Inc.28 Jul 21
Registration Statement Declared Effective
Traeger, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Traeger, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Robinhood Markets, Inc.28 Jul 21
Registration Statement Declared Effective
Robinhood Markets, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Robinhood Markets, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Clarios International Inc.28 Jul 21
Other IPO Related
Clarios International Inc. postponed its initial public offering
Clarios International Inc. postponed its initial public offering
Preston Hollow Community Capital, Inc.28 Jul 21
Other IPO Related
Preston Hollow Community Capital, Inc. postponed its initial public offering
Preston Hollow Community Capital, Inc. postponed its initial public offering
MeridianLink, Inc.28 Jul 21
Shares Offered Increased
MeridianLink, Inc. increased the number of common shares to be offered to 13,200,000 shares from 12,000,000 shares with MeridianLink now selling 10,000,000 shares and the selling stockholder offering 3,200,000 shares
MeridianLink, Inc. increased the number of common shares to be offered to 13,200,000 shares from 12,000,000 shares with MeridianLink now selling 10,000,000 shares and the selling stockholder offering 3,200,000 shares
MeridianLink, Inc.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.3676 per share (a gross spread of 5.26%) and a total of $18 mil for underwriting MeridianLink, Inc.'s IPO
The underwriters received a discount of $1.3676 per share (a gross spread of 5.26%) and a total of $18 mil for underwriting MeridianLink, Inc.'s IPO
MeridianLink, Inc.28 Jul 21
IPO Price Disclosed
MeridianLink, Inc. set the price of its initial public offering of 13,200,000 shares at $26.00 per share, which was within the $24.00 to $26.00 price range, for gross proceeds of $343.2 mil
MeridianLink, Inc. set the price of its initial public offering of 13,200,000 shares at $26.00 per share, which was within the $24.00 to $26.00 price range, for gross proceeds of $343.2 mil
Duolingo, Inc.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $5.814 per share (a gross spread of 5.7%) and a total of $29.7 mil for underwriting Duolingo, Inc.'s IPO
The underwriters received a discount of $5.814 per share (a gross spread of 5.7%) and a total of $29.7 mil for underwriting Duolingo, Inc.'s IPO
Duolingo, Inc.28 Jul 21
IPO Price Disclosed
Duolingo, Inc. set the price of its initial public offering of 5,106,113 shares at $102.00 per share, which is 2% above the high end of its increased $95.00 to $100.00 price range, for gross proceeds of $520.8 mil
Duolingo, Inc. set the price of its initial public offering of 5,106,113 shares at $102.00 per share, which is 2% above the high end of its increased $95.00 to $100.00 price range, for gross proceeds of $520.8 mil
Candel Therapeutics, Inc.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.56 per share (a gross spread of 7%) and a total of $5 mil for underwriting Candel Therapeutics, Inc.'s IPO
The underwriters received a discount of $0.56 per share (a gross spread of 7%) and a total of $5 mil for underwriting Candel Therapeutics, Inc.'s IPO
Candel Therapeutics, Inc.28 Jul 21
IPO Price Disclosed
Candel Therapeutics, Inc. set the price of its initial public offering of 9,000,000 shares at $8.00 per share
Candel Therapeutics, Inc. set the price of its initial public offering of 9,000,000 shares at $8.00 per share
CIIG Capital Partners II, Inc.28 Jul 21
Shares Offered Decreased
CIIG Capital Partners II, Inc. decreased the number of units to be offered to 22,500,000 units from 30,000,000 units
CIIG Capital Partners II, Inc. decreased the number of units to be offered to 22,500,000 units from 30,000,000 units
Embrace Change Acquisition Corp.28 Jul 21
Registration Statement Filed
Embrace Change Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Embrace Change Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Embrace Change Acquisition Corp.28 Jul 21
Shares Offered Disclosed
Embrace Change Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share and one warrant
Embrace Change Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share and one warrant
Embrace Change Acquisition Corp.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $2.5 mil for underwriting Embrace Change Acquisition Corp.'s IPO
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $2.5 mil for underwriting Embrace Change Acquisition Corp.'s IPO
Embrace Change Acquisition Corp.28 Jul 21
Other IPO Related
Embrace Change Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Embrace Change Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
European Wax Center, Inc.28 Jul 21
Shares Offered Disclosed
European Wax Center, Inc. disclosed plans to offer 10,600,000 Class A common shares to the public with European Wax Center selling 9,035,102 shares and selling shareholders offering 1,564,898 shares
European Wax Center, Inc. disclosed plans to offer 10,600,000 Class A common shares to the public with European Wax Center selling 9,035,102 shares and selling shareholders offering 1,564,898 shares
European Wax Center, Inc.28 Jul 21
Price Range Disclosed
European Wax Center, Inc. set the anticipated price range for its IPO at $15.00 to $18.00 per share
European Wax Center, Inc. set the anticipated price range for its IPO at $15.00 to $18.00 per share
WODA Corp28 Jul 21
Registration Statement Filed
WODA Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
WODA Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
WODA Corp28 Jul 21
Shares Offered Disclosed
WODA Corp disclosed plans to offer 4,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
WODA Corp disclosed plans to offer 4,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
WODA Corp28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $5 mil for underwriting WODA Corp's IPO
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $5 mil for underwriting WODA Corp's IPO
WODA Corp28 Jul 21
Other IPO Related
WODA Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
WODA Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Dole plc28 Jul 21
Shares Offered Increased
Dole plc increased the number of common shares to be offered to 30,303,030 shares from 26,000,000 shares with Dole now selling all 30,303,030 shares and the selling stockholder no longer offering any shares in the IPO
Dole plc increased the number of common shares to be offered to 30,303,030 shares from 26,000,000 shares with Dole now selling all 30,303,030 shares and the selling stockholder no longer offering any shares in the IPO
Dole plc28 Jul 21
Price Range Decreased
Dole plc decreased the anticipated price range for its IPO to between $16.00 to $17.00 per share from $20.00 to $23.00 per share
Dole plc decreased the anticipated price range for its IPO to between $16.00 to $17.00 per share from $20.00 to $23.00 per share
Alpha Partners Technology Merger Corp.27 Jul 21
Registration Statement Declared Effective
Alpha Partners Technology Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpha Partners Technology Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PowerSchool Holdings, Inc.27 Jul 21
Registration Statement Declared Effective
PowerSchool Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PowerSchool Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
DA32 Life Science Tech Acquisition Corp.27 Jul 21
Registration Statement Declared Effective
DA32 Life Science Tech Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
DA32 Life Science Tech Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Robinhood Markets, Inc.27 Jul 21
Other IPO Related
Robinhood Markets, Inc. disclosed that the Financial Industry Regulatory Authority (FINRA) is investigating the non-registration status of co-founders Bhatt and Tenev
Robinhood Markets, Inc. disclosed that the Financial Industry Regulatory Authority (FINRA) is investigating the non-registration status of co-founders Bhatt and Tenev
Mercury Ecommerce Acquisition Corp.27 Jul 21
Registration Statement Declared Effective
Mercury Ecommerce Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Mercury Ecommerce Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Snap One Holdings Corp.27 Jul 21
Registration Statement Declared Effective
Snap One Holdings Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Snap One Holdings Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
MeridianLink, Inc.27 Jul 21
Registration Statement Declared Effective
MeridianLink, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
MeridianLink, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Duolingo, Inc.27 Jul 21
Registration Statement Declared Effective
Duolingo, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Duolingo, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Singularity Acquisition Corp.27 Jul 21
Registration Statement Filed
Singularity Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Singularity Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Singularity Acquisition Corp.27 Jul 21
Shares Offered Disclosed
Singularity Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Singularity Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Singularity Acquisition Corp.27 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Singularity Acquisition Corp.'s IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Singularity Acquisition Corp.'s IPO
Singularity Acquisition Corp.27 Jul 21
Other IPO Related
Singularity Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Singularity Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Hello Inc.27 Jul 21
IPO Withdrawn
Hello Inc. withdrew its initial public offering indicating that the company no longer wishes to pursue an IPO at this time
Hello Inc. withdrew its initial public offering indicating that the company no longer wishes to pursue an IPO at this time
Stronghold Digital Mining, Inc.27 Jul 21
Registration Statement Filed
Stronghold Digital Mining, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Stronghold Digital Mining, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
A SPAC I Acquisition Corp.27 Jul 21
Registration Statement Filed
A SPAC I Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
A SPAC I Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
A SPAC I Acquisition Corp.27 Jul 21
Shares Offered Disclosed
A SPAC I Acquisition Corp. disclosed plans to offer 8,000,000 units, with each unit consisting of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of our initial business combination
A SPAC I Acquisition Corp. disclosed plans to offer 8,000,000 units, with each unit consisting of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of our initial business combination
A SPAC I Acquisition Corp.27 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $1.6 mil for underwriting A SPAC I Acquisition Corp.'s IPO
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $1.6 mil for underwriting A SPAC I Acquisition Corp.'s IPO
A SPAC I Acquisition Corp.27 Jul 21
Other IPO Related
A SPAC I Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
A SPAC I Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Oxus Acquisition Corp.27 Jul 21
Registration Statement Filed
Oxus Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Oxus Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Oxus Acquisition Corp.27 Jul 21
Shares Offered Disclosed
Oxus Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one warrant
Oxus Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one warrant
Oxus Acquisition Corp.27 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3 mil for underwriting Oxus Acquisition Corp.'s IPO
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3 mil for underwriting Oxus Acquisition Corp.'s IPO
Oxus Acquisition Corp.27 Jul 21
Other IPO Related
Oxus Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Oxus Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Cadre Holdings, Inc.27 Jul 21
Shares Offered Disclosed
Cadre Holdings, Inc. disclosed plans to offer 7,142,857 common shares to the public
Cadre Holdings, Inc. disclosed plans to offer 7,142,857 common shares to the public
Cadre Holdings, Inc.27 Jul 21
Price Range Disclosed
Cadre Holdings, Inc. set the anticipated price range for its IPO at $16.00 to $19.00 per share
Cadre Holdings, Inc. set the anticipated price range for its IPO at $16.00 to $19.00 per share
WCG Clinical, Inc.27 Jul 21
Shares Offered Disclosed
WCG Clinical, Inc.'s disclosed plans to offer 45,000,000 common shares to the public
WCG Clinical, Inc.'s disclosed plans to offer 45,000,000 common shares to the public
WCG Clinical, Inc.27 Jul 21
Price Range Disclosed
WCG Clinical, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
WCG Clinical, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Weber Inc.27 Jul 21
Shares Offered Disclosed
Weber Inc. disclosed plans to offer 46,875,000 Class A common shares to the public
Weber Inc. disclosed plans to offer 46,875,000 Class A common shares to the public
Weber Inc.27 Jul 21
Price Range Disclosed
Weber Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Weber Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Founder SPAC26 Jul 21
Registration Statement Filed
Founder SPAC filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Founder SPAC filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Founder SPAC26 Jul 21
Shares Offered Disclosed
Founder SPAC disclosed plans to offer 27,500,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Founder SPAC disclosed plans to offer 27,500,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Founder SPAC26 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $15.125 mil for underwriting Founder SPAC's IPO
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $15.125 mil for underwriting Founder SPAC's IPO
Founder SPAC26 Jul 21
Other IPO Related
Founder SPAC disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Founder SPAC disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Nuvalent, Inc.26 Jul 21
Shares Offered Disclosed
Nuvalent, Inc. disclosed plans to offer 8,900,000 common shares to the public
Nuvalent, Inc. disclosed plans to offer 8,900,000 common shares to the public
Nuvalent, Inc.26 Jul 21
Price Range Disclosed
Nuvalent, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Nuvalent, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Duolingo, Inc.26 Jul 21
Price Range Increased
Duolingo, Inc. increased the anticipated price range for its IPO to $95.00 to $100.00 per share from $85.00 to $95.00 per share
Duolingo, Inc. increased the anticipated price range for its IPO to $95.00 to $100.00 per share from $85.00 to $95.00 per share
Williams Rowland Acquisition Corp.26 Jul 21
Registration Statement Declared Effective
Williams Rowland Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Williams Rowland Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Candel Therapeutics, Inc.26 Jul 21
Shares Offered Increased
Candel Therapeutics, Inc. increased the number of common shares to be offered to 9,000,000 from 6,072,000 shares
Candel Therapeutics, Inc. increased the number of common shares to be offered to 9,000,000 from 6,072,000 shares
Candel Therapeutics, Inc.26 Jul 21
Price Range Decreased
Candel Therapeutics, Inc. decreased the anticipated price range for its IPO and it now expects the offering price to be $8.00 per share
Candel Therapeutics, Inc. decreased the anticipated price range for its IPO and it now expects the offering price to be $8.00 per share
Candel Therapeutics, Inc.26 Jul 21
Registration Statement Declared Effective
Candel Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Candel Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Immuneering Corporation26 Jul 21
Shares Offered Disclosed
Immuneering Corporation disclosed plans to offer 7,000,000 Class A common shares to the public
Immuneering Corporation disclosed plans to offer 7,000,000 Class A common shares to the public
Immuneering Corporation26 Jul 21
Price Range Disclosed
Immuneering Corporation set the anticipated price range for its IPO at $14.00 to $16.00 per share
Immuneering Corporation set the anticipated price range for its IPO at $14.00 to $16.00 per share
RxSight, Inc.26 Jul 21
Shares Offered Disclosed
RxSight, Inc. disclosed plans to offer 7,350,000 common shares to the public
RxSight, Inc. disclosed plans to offer 7,350,000 common shares to the public
RxSight, Inc.26 Jul 21
Price Range Disclosed
RxSight, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
RxSight, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Alpha Healthcare Acquisition Corp. III26 Jul 21
Registration Statement Declared Effective
Alpha Healthcare Acquisition Corp. III's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpha Healthcare Acquisition Corp. III's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Core & Main, Inc.26 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.975 per share (a gross spread of 4.88%) and a total of $34 mil for underwriting Core & Main, Inc.'s IPO
The underwriters received a discount of $0.975 per share (a gross spread of 4.88%) and a total of $34 mil for underwriting Core & Main, Inc.'s IPO
Core & Main, Inc.26 Jul 21
IPO Price Disclosed
Core & Main, Inc. set the price of its initial public offering of 34,883,721 shares at $20.00 per share, which was within the $20.00 to $23.00 price range, for gross proceeds of $1698 mil
Core & Main, Inc. set the price of its initial public offering of 34,883,721 shares at $20.00 per share, which was within the $20.00 to $23.00 price range, for gross proceeds of $1698 mil
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..