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Mergers IPOs

Mergers & Acquisitions

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

Freeport-McMoRan Inc.03 Jun 20
Advance Notice Disclosure
DPD Note: In connection with an amendment to the company's bylaws to revise the advance notice timeliness requirements, the company disclosed updated deadlines for non-14a-8 proposals and nominations for its 2021 annual meeting. (8-K )
Occidental Petroleum Corporation03 Jun 20
Poison Pill Ratify Proposal
DPD Note: Vote results for May 29, 2020 annual meeting includes the approval of a proposal to approve the Rights Agreement. (8-K )
Replimune Group, Inc.03 Jun 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 09/09/2019 (10-K )
Tidewater Inc.03 Jun 20
Governance/Defense Controversy/Criticism
DPD Note: 13D/A by Robotti & Company Advisors, LLC contains letter to Board expressing its concern regarding the potential misuse of the company's NOL protective rights plan adopted in April 2020. Robotti requested two new independent directors be appointed to replace two current Board members to mitigate the risk of misuse of the plan. Robotti will vote against the continuation of the rights plan at the next annual meeting if two suitable directors are not added. (SC 13D/A )
Exxon Mobil Corporation02 Jun 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 27, 2020 annual meeting include a stockholder proposal to allow 10% holders to call special meetings that did not receive a majority of votes cast and was not approved. In its recommendation to vote against, the company cited a recently amended Corporate Governance Guideline allowing 15% holders to call a special meeting. The company amended its bylaws effective March 1, 2020 to allow 15% holders to call special meetings. The amendment was disclosed on March 3 which is after this stockholder proposal was received (14a-8 deadline was December 13, 2019). (8-K )
Front Yard Residential Corporation02 Jun 20
Governance/Defense Controversy/Criticism
DPD Note: Altisource Portfolio Solutions S.A. 13D/A contains a letter to the Board requesting more information regarding the company's decision to fast-track the scheduling of its annual meeting for June 22, 2020. Altisource believes the meeting date was set to avoid the reopening of the advance notice window for the meeting (i.e., triggered if the meeting is not held within 30 days of the first anniversary of the date of the preceding year's annual meeting). (SC 13D/A )
GCP Applied Technologies Inc.02 Jun 20
Poison Pill Ratify Proposal
DPD Note: Vote results for May 28, 2020 annual meeting includes the approval of a proposal to ratify the Rights Agreement, dated March 15, 2019, as amended by the First Amendment, dated as of March 13, 2020. (8-K )
GCP Applied Technologies Inc.02 Jun 20
Update:Proxy Fight Director Nomination on 01/13/2020
DPD Note: Final vote results for May 28, 2020 annual meeting include the election of all eight Starboard Value director nominees. (8-K )
GTT Communications, Inc.02 Jun 20
Poison Pill Ratify Proposal
DPD Note: Vote results for May 27, 2020 annual meeting includes the approval of the NOL Rights Agreement. (8-K )
Gulfport Energy Corporation02 Jun 20
Update:Proxy Fight Director Nomination on 03/02/2020
DPD Note: Firefly Value Partners, LP announced it is withdrawing its nomination of director candidates for election at the company's 2020 annual meeting citing changes made by the company including adding five new directors since the beginning of Firefly's engagement. Firefly announced the nomination of two candidates including Firefly co-founder Ryan Heslop on March 2, 2020. (Press Release )
KLX Energy Services Holdings, Inc.02 Jun 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/03/2020 (S-4 )
Lowe's Companies, Inc.02 Jun 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 29, 2020 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 10% that did not receive a majority of votes cast and was not approved. At the meeting, stockholders also voted on and approved a binding company proposal to amend the bylaws to reduce the holding requirement to call special meetings from 25% to 15%. (8-K )
Maiden Holdings, Ltd.02 Jun 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold its 2020 annual meeting on August 4, 2020 and provided a new deadline of June 15, 2020 for all proposals and nominations. The 2019 annual meeting was held on December 10, 2019. (8-K )
Nabors Industries Ltd.02 Jun 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's June 2, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Nabors Industries Ltd.02 Jun 20
Poison Pill Amendment
DPD Note: Hushang Ansary made exempt up to 10% of the outstanding Common Shares (8-K )
Therapix Biosciences Ltd.02 Jun 20
Call Special Meeting (By Stockholder)
DPD Note: L.I.A Pure Capital Ltd. 13D reporting ownership of 12.58% of the company's shares and discloses a letter to the Board demanding the company convene a special meeting of stockholders to remove and replace the current Board. Under Israeli Companies Law, stockholders with at least five percent of the voting rights in the company may demand the calling of a special meeting. (SC 13D )
Weatherford International plc02 Jun 20
Governance/Defense Controversy/Criticism
DPD Note: The D. E. Shaw Group announced it will vote against the reelection of three company directors at the upcoming annual general meeting stating that "recent actions by the Board demonstrate that the current Directors may not be acting in the Company's or its stakeholders' best interests". (Press Release )
Extreme Networks, Inc.01 Jun 20
Poison Pill Amendment
DPD Note: Extend expiration date from May 31, 2020 to May 31, 2021 (8-K )
LendingClub Corporation01 Jun 20
Failed Company Defense Change Vote
DPD Note: Vote results for May 28, 2020 annual meeting include a company proposal to amend the charter to declassify the Board that was not approved (approximately 47% of the outstanding shares voted for the proposal, 66.67% of the outstanding shares was required for approval). (8-K )
MVC Capital, Inc.01 Jun 20
Settlement/Standstill
DPD Note: The company entered into a Settlement Agreement with Wynnefield Capital, Inc. ending the proxy (Wynnefield withdrew its notice of nomination and stockholder proposal). Under the agreement, all three of Wynnefield's director nominees will be appointed to the Board. Three current directors will not stand for re-election at the 2020 annual meeting. The agreement also includes standstill provisions and voting commitments. (8-K )
Amazon.com, Inc.29 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 27, 2020 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 30% to 20% that did not receive a majority of votes cast and was not approved. At the meeting, stockholders also voted on and approved a binding company proposal to amend the charter to decrease the holding requirement to call special meetings to 25%. The Board recommended that stockholders vote against this stockholder proposal and in favor of its proposal calling for a 25% threshold. (8-K )
Bloomin' Brands, Inc.29 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 29, 2020 annual meeting include a stockholder proposal to declassify the Board that received a majority of votes cast and was approved. (8-K )
Broadway Financial Corporation29 May 20
Update:Proxy Fight Director Nomination on 04/09/2020
DPD Note: 13D/A includes a letter to the Board from The Capital Corps, LLC (TCC) withdrawing its proposed acquisition offer. In April 2020, Commerce Home Mortgage, LLC, a subsidiary of TCC, provided notice it was nominating one director candidate and proposing three resolutions to be voted on at the company's 2020 annual meeting as part of a "ten or fewer" proxy fight. (SC 13D/A )
Chevron Corporation29 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 27, 2020 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 15% to 10% that did not receive a majority of votes cast and was not approved. (8-K )
DuPont de Nemours, Inc.29 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 27, 2020 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 10% that did not receive a majority of votes cast and was not approved. (8-K )
e.l.f. Beauty, Inc.29 May 20
Update:Proxy Fight Director Nomination on 05/28/2020
• Press release: e.l.f. Beauty Confirms Receipt of Notice of Marathon Partners' Nomination of Director Candidates (Press Release )
Facebook, Inc.29 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 27, 2020 annual meeting include stockholder proposals to adopt a recapitalization plan for all outstanding stock to have one vote per share (eliminate dual class unequal voting) and to adopt a majority vote standard to elect directors (from a plurality standard) that failed to receive a majority of votes cast and were not approved. (8-K )
Fidelity National Information Services, Inc.29 May 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's May 28, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
KLX Energy Services Holdings, Inc.29 May 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 05/03/2020 (10-K/A )
Merck & Co., Inc.29 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 26, 2020 annual meeting include a stockholder proposal to allow stockholders to act by written consent that failed to receive a majority of votes cast and was not approved. (8-K )
New Senior Investment Group Inc.29 May 20
Failed Company Defense Change Vote
DPD Note: Vote results for May 28, 2020 annual meeting include company proposals to amend the charter and bylaws to declassify the Board, adopt a majority vote standard to elect directors and remove supermajority vote requirements that were not approved (approximately 68% of the outstanding shares voted for the proposals but not the 80% of the voting power required for approval). (8-K )
Vector Group Ltd.29 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 28, 2020 annual meeting include a stockholder proposal to amend the company's proxy access bylaw provision (aka a proxy access "fix-it" proposal - no stockholder limit to aggregate shares) that failed to receive a majority of votes cast and was not approved. (8-K )
Vector Group Ltd.29 May 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's May 28, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Descartes Systems Group Inc. (The)28 May 20
Poison Pill Ratify Proposal
DPD Note: Vote results for May 28, 2020 annual meeting includes the approval of the continuation, amendment and restatement of the shareholder rights plan. (Press Release )
Dollar General Corporation28 May 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 05/27/2020 (10-Q )
Dollar General Corporation28 May 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/27/2020 (10-Q )
e.l.f. Beauty, Inc.28 May 20
Proxy Fight Director Nomination
DPD Note: Marathon Partners Equity Management, LLC announced it is nominating a three-person slate for election to the company's Board at the 2020 annual meeting. In the months leading up to the director nominations, Marathon Partners had publicly called for changes to improve performance and corporate governance at the company. (DFAN14A )
GCP Applied Technologies Inc.28 May 20
Update:Proxy Fight Director Nomination on 01/13/2020
DPD Note: The company announced that based on preliminary results, stockholders have elected all eight Starboard Value-nominated directors at the company's 2020 annual meeting. (Press Release )
Harley-Davidson, Inc.28 May 20
Governing Documents Filing (Change)
• Exhibit: Bylaws Amended/Restated Effective 05/28/2020 (8-K )
Merrimack Pharmaceuticals, Inc.28 May 20
Poison Pill Ratify Proposal
DPD Note: Vote results for May 28, 2020 annual meeting includes the approval of the adoption of the company's Section 382 Tax Benefits Preservation Plan. (8-K )
Stericycle, Inc.28 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 22, 2020 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 15% that did not receive a majority of votes cast and was not approved. This proposal also requested that the one-year holding period be removed for shares to participate in calling for a special meeting. (8-K )
Tandem Diabetes Care, Inc.28 May 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's May 27, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Fitbit, Inc.27 May 20
Defense Related Stockholder Proposal
DPD Note: Vote results for May 21, 2020 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that did not receive a majority of votes cast and was not approved. (8-K )

IPO Activity

ZoomInfo Technologies Inc.03 Jun 20
Registration Statement Declared Effective
ZoomInfo Technologies Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Pliant Therapeutics, Inc.03 Jun 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $10 mil for underwriting Pliant Therapeutics, Inc.'s IPO
Pliant Therapeutics, Inc.03 Jun 20
IPO Price Disclosed
Pliant Therapeutics, Inc. set the price of its upsized initial public offering of 9,000,000 shares at $16.00 per share, which was within the $14.00 to $16.00 price range, for gross proceeds of $144 mil
Skillful Craftsman Education Technology Limited03 Jun 20
Shares Offered Increased
Skillful Craftsman Education Technology Limited increased the number of ordinary shares to be offered to 3,000,000 from 2,400,000 shares
Skillful Craftsman Education Technology Limited03 Jun 20
Price Range Decreased
Skillful Craftsman Education Technology Limited decreased the anticipated price range for its IPO to between $4.50 to $5.50 per share from $5.50 to $7.00 per share
ZoomInfo Technologies Inc.02 Jun 20
Price Range Increased
ZoomInfo Technologies Inc. increased the anticipated price range for its IPO to $19.00 to $20.00 per share from $16.00 to $18.00 per share
Pliant Therapeutics, Inc.02 Jun 20
Shares Offered Increased
Pliant Therapeutics, Inc. increased the number of common shares to be offered to 9,000,000 from 6,000,000 shares
Pliant Therapeutics, Inc.02 Jun 20
Registration Statement Declared Effective
Pliant Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Warner Music Group Corp.02 Jun 20
Registration Statement Declared Effective
Warner Music Group Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Warner Music Group Corp.02 Jun 20
Shares Offered Increased
Warner Music Group Corp. increased the number of common shares to be offered to 77,000,000 from 70,000,000 shares
UTime Limited02 Jun 20
Shares Offered Disclosed
UTime Limited disclosed plans to offer 3,750,000 common shares to the public
UTime Limited02 Jun 20
Price Range Disclosed
UTime Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
DoubleDown Interactive Co., Ltd.02 Jun 20
Registration Statement Filed
DoubleDown Interactive Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Shift4 Payments, Inc.01 Jun 20
Shares Offered Disclosed
Shift4 Payments, Inc. disclosed plans to offer 15,000,000 Class A common shares to the public
Shift4 Payments, Inc.01 Jun 20
Price Range Disclosed
Shift4 Payments, Inc. set the anticipated price range for its IPO at $19.00 to $21.00 per share
Vroom, Inc.01 Jun 20
Shares Offered Disclosed
Vroom, Inc. disclosed plans to offer 18,750,000 common shares to the public
Vroom, Inc.01 Jun 20
Price Range Disclosed
Vroom, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Harbor Custom Development, Inc.01 Jun 20
Shares Offered Disclosed
Harbor Custom Development, Inc. disclosed plans to offer 2,142,857 common shares to the public
Harbor Custom Development, Inc.01 Jun 20
Price Range Disclosed
Harbor Custom Development, Inc. set the anticipated price range for its IPO at $6.00 to $8.00 per share
Greenwich LifeSciences, Inc.01 Jun 20
Registration Statement Filed
Greenwich LifeSciences, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Trebia Acquisition Corp.01 Jun 20
Registration Statement Filed
Trebia Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Trebia Acquisition Corp.01 Jun 20
Shares Offered Disclosed
Trebia Acquisition Corp. disclosed plans to offer 37,500,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
Trebia Acquisition Corp.01 Jun 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $20.625 mil for underwriting Trebia Acquisition Corp.'s IPO
Trebia Acquisition Corp.01 Jun 20
Other IPO Related
Trebia Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Dada Nexus Limited01 Jun 20
Shares Offered Disclosed
Dada Nexus Limited disclosed plans to offer 16,500,000 American Depositary Shares (ADS) with each ADS representing four ordinary shares
Dada Nexus Limited01 Jun 20
Price Range Disclosed
Dada Nexus Limited set the anticipated price range for its IPO at $15.00 to $17.00 per American Depositary Share
Calliditas Therapeutics AB01 Jun 20
Shares Offered Disclosed
Calliditas Therapeutics AB disclosed plans to offer 3,793,883 American Depositary Shares (ADS) with each ADS representing two common shares
Applied Molecular Transport Inc.01 Jun 20
Shares Offered Disclosed
Applied Molecular Transport Inc. disclosed plans to offer 10,000,000 common shares to the public
Applied Molecular Transport Inc.01 Jun 20
Price Range Disclosed
Applied Molecular Transport Inc. set the anticipated price range for its IPO at $12.00 to $14.00 per share
uCloudlink Group Inc.29 May 20
Shares Offered Disclosed
uCloudlink Group Inc. disclosed plans to offer 2,597,400 American Depositary Shares (ADS) with each ADS representing ten Class A ordinary share
uCloudlink Group Inc.29 May 20
Price Range Disclosed
uCloudlink Group Inc. set the anticipated price range for its IPO at $18.00 to $20.50 per American Depositary Share
Repare Therapeutics Inc.29 May 20
Registration Statement Filed
Repare Therapeutics Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Oriental Culture Holding Ltd29 May 20
Shares Offered Increased
Oriental Culture Holding Ltd increased the number of ordinary shares to be offered to 5,065,000 from 5,000,000 shares
Forma Therapeutics Holdings, Inc.29 May 20
Registration Statement Filed
Forma Therapeutics Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Legend Biotech Corporation29 May 20
Shares Offered Disclosed
Legend Biotech Corporation disclosed plans to offer 18,425,000 American Depositary Shares (ADS) with each ADS representing two ordinary shares
Legend Biotech Corporation29 May 20
Price Range Disclosed
Legend Biotech Corporation set the anticipated price range for its IPO at $18.00 to $20.00 per American Depositary Share
Foley Trasimene Acquisition Corp.28 May 20
Shares Offered Increased
Foley Trasimene Acquisition Corp. increased the number of units to be offered to 90,000,000 units from 75,000,000 units
ZoomInfo Technologies Inc.27 May 20
Shares Offered Disclosed
ZoomInfo Technologies Inc. disclosed plans to offer 44,500,000 Class A common shares to the public
ZoomInfo Technologies Inc.27 May 20
Price Range Decreased
ZoomInfo Technologies Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Progenity, Inc.27 May 20
Registration Statement Filed
Progenity, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pliant Therapeutics, Inc.26 May 20
Shares Offered Disclosed
Pliant Therapeutics, Inc. disclosed plans to offer 6,000,000 common shares to the public
Pliant Therapeutics, Inc.26 May 20
Price Range Disclosed
Pliant Therapeutics, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Warner Music Group Corp.26 May 20
Shares Offered Disclosed
Warner Music Group Corp. disclosed plans to offer 70,000,000 Class A common shares to the public with all the shares being offered by the selling shareholders
Warner Music Group Corp.26 May 20
Price Range Decreased
Warner Music Group Corp. set the anticipated price range for its IPO at $23.00 to $26.00 per share
Foley Trasimene Acquisition Corp.26 May 20
Registration Statement Declared Effective
Foley Trasimene Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Inari Medical, Inc.26 May 20
Shares Offered Increased
Inari Medical, Inc. increased the number of common shares to be offered to 8,202,565 from 7,333,000 shares
Inari Medical, Inc.26 May 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.33 per share (a gross spread of 7%) and a total of $10.9 mil for underwriting Inari Medical, Inc.'s IPO
Inari Medical, Inc.26 May 20
IPO Price Disclosed
Inari Medical, Inc. set the price of its upsized initial public offering of 8,202,565 shares at $19.00 per share, which is 5.55% above the high end of its increased $17.00 to $18.00 price range, for gross proceeds of $156 mil
Royalty Pharma plc22 May 20
Registration Statement Filed
Royalty Pharma plc filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SelectQuote, Inc.22 May 20
Shares Offered Increased
SelectQuote, Inc. increased the number of common shares to be offered to 28,500,000 shares from 25,000,000 shares with SelectQuote continuing to sell 18,000,000 shares and the selling stockholders offering 10,500,000 shares
SelectQuote, Inc.22 May 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.10 per share (a gross spread of 5.5%) and a total of $31.35 mil for underwriting SelectQuote, Inc.'s IPO
SelectQuote, Inc.22 May 20
IPO Price Disclosed
SelectQuote, Inc. set the price of its upsized initial public offering of 28,500,000 shares at $20.00 per share, which is 5% above the high end of its $17.00 to $19.00 price range, for gross proceeds of $570 mil
Vaxcyte, Inc.22 May 20
Registration Statement Filed
Vaxcyte, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Avidity Biosciences, Inc.22 May 20
Registration Statement Filed
Avidity Biosciences, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Generation Bio Co.22 May 20
Registration Statement Filed
Generation Bio Co. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Longview Acquisition Corp.22 May 20
Shares Offered Increased
Longview Acquisition Corp. increased the number of units to be offered to 36,000,000 units from 30,000,000 units
Burning Rock Biotech Limited22 May 20
Registration Statement Filed
Burning Rock Biotech Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Inari Medical, Inc.21 May 20
Price Range Increased
Inari Medical, Inc. increased the anticipated price range for its IPO to $17.00 to $18.00 per share from $14.00 to $16.00 per share
Inari Medical, Inc.21 May 20
Registration Statement Declared Effective
Inari Medical, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Hudson Executive Investment Corp.21 May 20
Registration Statement Filed
Hudson Executive Investment Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Hudson Executive Investment Corp.21 May 20
Shares Offered Disclosed
Hudson Executive Investment Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Hudson Executive Investment Corp.21 May 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting Hudson Executive Investment Corp.'s IPO
Hudson Executive Investment Corp.21 May 20
Other IPO Related
Hudson Executive Investment Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
SelectQuote, Inc.20 May 20
Registration Statement Declared Effective
SelectQuote, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Longview Acquisition Corp.20 May 20
Registration Statement Declared Effective
Longview Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
B. Riley Principal Merger Corp. II20 May 20
Shares Offered Decreased
B. Riley Principal Merger Corp. II decreased the number of common units to be offered to 17,500,000 units from 20,000,000 units
ARYA Sciences Acquisition Corp II19 May 20
Registration Statement Filed
ARYA Sciences Acquisition Corp II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ARYA Sciences Acquisition Corp II19 May 20
Shares Offered Disclosed
ARYA Sciences Acquisition Corp II disclosed plans to offer 12,500,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
ARYA Sciences Acquisition Corp II19 May 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $6.875 mil for underwriting ARYA Sciences Acquisition Corp II's IPO
ARYA Sciences Acquisition Corp II19 May 20
Other IPO Related
ARYA Sciences Acquisition Corp II isclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
B. Riley Principal Merger Corp. II19 May 20
Registration Statement Declared Effective
B. Riley Principal Merger Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Skillful Craftsman Education Technology Limited18 May 20
Shares Offered Decreased
Skillful Craftsman Education Technology Limited decreased the number of ordinary shares to be offered to 2,400,000 shares from 3,000,000 shares
Skillful Craftsman Education Technology Limited18 May 20
Price Range Increased
Skillful Craftsman Education Technology Limited increased the anticipated price range for its IPO to $5.50 to $7.00 per share from $4.50 to $5.50 per share
Vroom, Inc.18 May 20
Registration Statement Filed
Vroom, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Applied Molecular Transport Inc.18 May 20
Registration Statement Filed
Applied Molecular Transport Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ADC Therapeutics SA18 May 20
Shares Offered Increased
ADC Therapeutics SA increased the number of common shares to be offered to 12,245,631 shares from 10,295,000 shares
ADC Therapeutics SA18 May 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.33 per share (a gross spread of 7%) and a total of $16.3 mil for underwriting ADC Therapeutics SA's IPO
ADC Therapeutics SA18 May 20
IPO Price Disclosed
ADC Therapeutics SA set the price of its initial public offering of 12,245,631 shares at $19.00 per share, which is 5.5% above the high end of its $16.00 to $18.00 price range, for gross proceeds of $232.67 mil
Inari Medical, Inc.18 May 20
Shares Offered Disclosed
Inari Medical, Inc. disclosed plans to offer 7,333,000 common shares to the public
Inari Medical, Inc.18 May 20
Price Range Disclosed
Inari Medical, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Shift4 Payments, Inc.15 May 20
Registration Statement Filed
Shift4 Payments, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Mountain Crest Acquisition Corp15 May 20
Registration Statement Filed
Mountain Crest Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Mountain Crest Acquisition Corp15 May 20
Shares Offered Disclosed
Mountain Crest Acquisition Corp disclosed plans to offer 5,000,000 units, with each unit consisting of one share of common stock and one right to receive one-tenth (1/10) of a share of common stock
Mountain Crest Acquisition Corp15 May 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.60 per share (a gross spread of 6%) and a total of $3 mil for underwriting Mountain Crest Acquisition Corp's IPO
Mountain Crest Acquisition Corp15 May 20
Other IPO Related
Mountain Crest Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
SelectQuote, Inc.15 May 20
Shares Offered Disclosed
SelectQuote, Inc. disclosed plans to offer 25,000,000 common shares to the public with SelectQuote selling 18,000,000 shares and selling shareholders offering7,000,000 shares
SelectQuote, Inc.15 May 20
Price Range Disclosed
SelectQuote, Inc. set the anticipated price range for its IPO at $17.00 to $19.00 per share
Jaws Acquisition Corp.15 May 20
Shares Offered Increased
Jaws Acquisition Corp. increased the number of common units to be offered to 60,000,000 from 60,000,000 units
Calliditas Therapeutics AB14 May 20
Registration Statement Filed
Calliditas Therapeutics AB filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
ADC Therapeutics SA14 May 20
Shares Offered Increased
ADC Therapeutics SA increased the number of common shares to be offered to 10.295,000 from 7,355,000 shares
ADC Therapeutics SA14 May 20
Registration Statement Declared Effective
ADC Therapeutics SA's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Novus Capital Corporation14 May 20
Registration Statement Declared Effective
Novus Capital Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Legend Biotech Corporation13 May 20
Registration Statement Filed
Legend Biotech Corporation filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Jaws Acquisition Corp.13 May 20
Registration Statement Declared Effective
Jaws Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
GigCapital3, Inc.13 May 20
Registration Statement Declared Effective
GigCapital3, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Dada Nexus Limited12 May 20
Registration Statement Filed
Dada Nexus Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Lantern Pharma Inc.12 May 20
Shares Offered Disclosed
Lantern Pharma Inc. disclosed plans to offer 1,563,000 common shares to the public
Lantern Pharma Inc.12 May 20
Price Range Disclosed
Lantern Pharma Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Pliant Therapeutics, Inc.11 May 20
Registration Statement Filed
Pliant Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ADC Therapeutics SA11 May 20
Shares Offered Disclosed
ADC Therapeutics SA disclosed plans to offer 7,355,000 common shares to the public

Corporate Governance Reports

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..