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Mergers IPOs

Mergers & Acquisitions

SPAC Market Study 2021 – 2nd Quarter Update

In our 2nd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through June 30th. Although increased scrutiny from the SEC certainly decelerated the pace of SPAC deal activity from Q1 to Q2, many of the largest de-SPAC M&A deals of all time were announced in Q2, and the level of activity was still very robust in comparison to previous years. Read more

Special Purpose Acquisition Company (SPAC) Market Study 2021

Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more

Update on the Prevalence of SPAC IPOs

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

Increasing Prevalence and Size of SPAC IPOs

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

Observations on Recent Poison Pill Activity

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

Coronavirus Pandemic's Impact on Stock Swap Valuations

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

Corporate America's Medicine Against Coronavirus

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

Coronavirus Impact on M&A Agreement Drafting

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

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

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


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

Market Leaders - U.S. Public Mergers

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

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

M&A Adviser Fee Watch

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

Corporate Governance Activity

Apartment Income REIT Corp.27 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Southwest Gas Holdings, Inc.27 Oct 21
Update:Proxy Fight Director Nomination on 10/14/2021
DPD Note: Icahn Enterprises formally launched a $75 per share tender offer to acquire all the company's outstanding common stock. Icahn previously disclosed intentions to commence a proxy contest to elect a full slate of directors at the company's 2022 annual meeting. (SC TO-T )
Bill.com Holdings, Inc.26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Catalyst Pharmaceuticals, Inc.26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Flexsteel Industries, Inc.26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Greenbrier Companies, Inc. (The)26 Oct 21
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 07/30/2021 (10-K )
iBio, Inc.26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Legacy Housing Corporation26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Leslie's, Inc.26 Oct 21
Advance Notice Disclosure
DPD Note: The company disclosed the 2022 annual meeting date and deadline to submit 14a-8 proposals, non-14a-8 proposals, and nominations. This is the company's first annual meeting as a public company after its October 2020 IPO. (8-K )
Madison Square Garden Entertainment Corp.26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Nutanix, Inc.26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Oil-Dri Corporation of America26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Ubiquiti Inc.26 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Walgreens Boots Alliance, Inc.26 Oct 21
No-Action Letter
DPD Note: Initial submission. (SEC Website )
1-800-FLOWERS.COM, Inc.25 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AutoZone, Inc.25 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AZZ Inc.25 Oct 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Cisco Systems, Inc.25 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Dawson Geophysical Company25 Oct 21
Poison Pill Amendment
DPD Note: Amendment to exempt the merger agreement under which Wilks Brothers, LLC will acquire the company via a tender offer; Expiration date amended to include the effective time of the offer (8-K )
Just Eat Takeaway.com N.V.25 Oct 21
Update:Other Material Defense/Proxy Disclosure on 07/27/2021
• Press release: Cat Rock Capital Sends Letter to Just Eat Takeaway.com ("JET") Board Urging Sale or Spin-Off of Grubhub by End of 2021 (Press Release )
Mitek Systems, Inc.25 Oct 21
Poison Pill Expiration
DPD Note: On October 22, 2021, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
News Corporation25 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Peloton Interactive, Inc.25 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Star Equity Holdings, Inc.25 Oct 21
Poison Pill Ratify Proposal
DPD Note: Vote results for October 21, 2021 annual meeting include the approval of the Tax Benefit Preservation Plan. (8-K )
Vail Resorts, Inc.25 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Vita Coco Company, Inc. (The)25 Oct 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Agilysys, Inc.22 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
American Express Co.22 Oct 21
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 08/02/2021 (10-Q )
Copart, Inc.22 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Jabil Inc.22 Oct 21
Other Material Defense/Proxy Disclosure
DPD Note: 10-K discloses the date the company expects to hold the 2022 annual meeting. (10-K )
Madison Square Garden Sports Corp.22 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Mallinckrodt plc22 Oct 21
Update:Call Special Meeting (By Stockholder) on 01/15/2021
DPD Note: The Buxton Helmsley Group, Inc. disclosed its latest letter to the Board (dated October 22, 2021) and a letter to the U.S. Securities and Exchange Commission. (SC 13D/A )
Microsoft Corporation22 Oct 21
Exempt Solicitation
DPD Note: Arjuna Capital filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting the company report on the company's workplace sexual harassment policies and investigations. The proposal will be voted on at the company's November 30, 2021 annual meeting. (PX14A6G )
Microsoft Corporation22 Oct 21
Exempt Solicitation
DPD Note: Arjuna Capital filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for a stockholder proposal requesting the company report on median pay gaps across race and gender. The proposal was submitted by "Arjuna Capital and a co-filer" and will be voted on at the company's November 30, 2021 annual meeting. (PX14A6G )
Newmark Group, Inc.22 Oct 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The 2021 annual meeting has been scheduled for December 17, 2021 which is more than 30 days later than the anniversary of the company's last annual meeting held on September 22, 2020 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of November 1, 2021 for all proposals and nominations. (8-K )
Sanderson Farms, Inc.22 Oct 21
Failed Say On Pay
DPD Note: At the October 21, 2021 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
StoneCo Ltd.22 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
1847 Goedeker Inc.21 Oct 21
Settlement/Standstill
DPD Note: The company entered into a cooperation agreement with Kanen Wealth Management LLC ending a potential proxy fight (Kanen will withdraw its Nomination Letter). Under the agreement, the company will appoint two new directors selected by Kanen from a list comprised of five candidates identified by the company. The new directors will fill the vacancies created by the resignations of two current directors from the Board. The agreement also includes standstill provisions and voting commitments. (8-K )
Bottomline Technologies, Inc.21 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Fabrinet21 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
OSI Systems, Inc.21 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
OSI Systems, Inc.21 Oct 21
Update:Proxy Access Director Nomination on 09/15/2021
DPD Note: The company filed its definitive proxy statement for the December 9, 2021 annual meeting which includes a proposal to re-elect the company's seven member Board. The proxy statement is silent on the proxy access nomination made by Creighton Meland Jr. Mr. Meland previously disclosed via a Schedule 14N that he nominated himself to the company's Board "pursuant to the proxy access procedures set forth in the Issuers Bylaws". (DEF 14A )
Paylocity Holding Corporation21 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Velodyne Lidar, Inc.21 Oct 21
Proxy Fight Director Nomination
DPD Note: David S. Hall issued a press release containing a letter to stockholders announcing he intends to nominate a two-person slate for election to the company's Board at the 2022 annual meeting citing the current Board's "series of strategic missteps". Mr. Hall is the founder of the original Velodyne Lidar that went public via a merger with Graf Industrial Corp., a special purpose acquisition company. (DFAN14A )
Albertsons Companies, Inc.20 Oct 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/25/2021 (10-Q )
Bottomline Technologies, Inc.20 Oct 21
Settlement/Standstill
DPD Note: The company entered into a Letter Agreement with Clearfield Capital Management LP and Sachem Head Capital Management LP under which three new independent directors will be appointed to the Board. Clearfield Capital and Sachem Head will have replacement rights with respect to two of the new directors (the third director Michael J. Curran, previously served as a director of the company). The company also agreed to form a new Strategy Committee of the Board and will submit the declassification of the Board up to a vote at the 2022 annual meeting. The agreement also includes standstill provisions and voting commitments. Clearfield Capital and Sachem Head had not publicly disclosed any activist intentions regarding the company before the settlement. (8-K )
Ethan Allen Interiors Inc.20 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Intuitive Surgical, Inc.20 Oct 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/27/2021 (10-Q )
Premier, Inc.20 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Seagate Technology Holdings plc20 Oct 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/14/2021 (S-8 )
Seagate Technology Holdings plc20 Oct 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/14/2021 (S-8 )
Atlassian Corporation Plc19 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Canadian National Railway Company19 Oct 21
Update:Call Special Meeting (By Stockholder) on 09/13/2021
• Press release: CN announces CEO JJ Ruest's planned retirement - Board Committee to lead global search for successor (Press Release )
Canadian National Railway Company19 Oct 21
Update:Call Special Meeting (By Stockholder) on 09/13/2021
• Press release: TCI Comments on Resignation of CN Railway CEO (Press Release )
Cimpress plc19 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
CytoDyn Inc.19 Oct 21
Update:Proxy Fight Director Nomination on 07/01/2021
DPD Note: The group of investors led by Paul A. Rosenbaum is now urging stockholders to vote against the company's proposal to amend the charter to increase the authorized shares of common stock by 200 million. The group previously nominated a five-person slate for election to the Board at the company's 2021 annual meeting but the nominations were rejected for failing to comply with the company's advance notice bylaw. (DFAN14A )
Franklin BSP Realty Trust, Inc.19 Oct 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Greenwich LifeSciences, Inc.19 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
NextGen Healthcare, Inc.19 Oct 21
Failed Company Defense Change Vote
DPD Note: Vote results for October 13, 2021 annual meeting include company proposals to amend the charter to increase the ownership threshold to call special meetings from 10% to 15%, allow the filling of board vacancies solely by the Board and permit the board size to be fixed solely by resolution of the Board that were not approved. The proposals failed to receive the requisite approval of a majority of the shares represented and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum). (8-K )
NextGen Healthcare, Inc.19 Oct 21
Failed Say On Pay
DPD Note: At the company's October 13, 2021 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
NextGen Healthcare, Inc.19 Oct 21
Reincorporation
DPD Note: Reincorporation in Delaware from California. (8-K )
NextGen Healthcare, Inc.19 Oct 21
Update:Proxy Fight Director Nomination on 08/19/2021
DPD Note: Final vote results for October 13, 2021 annual meeting confirm the election of all nine of the company's nominees. The Razin nominees were supported by approximately 25% of the votes cast. (8-K )
Oracle Corporation19 Oct 21
Exempt Solicitation
DPD Note: SEIU Benefit Plans Master Trust filed a Notice of Exempt Solicitation urging stockholders to vote for its proposal requesting the company conduct a racial equity audit analyzing its impacts on non-white stakeholders and communities of color. The proposal will be voted on at the company's November 10, 2021 annual meeting. (PX14A6G )
Orgenesis Inc.19 Oct 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )

IPO Activity

Nabors Energy Transition Corp.27 Oct 21
Shares Offered Decreased
Nabors Energy Transition Corp. decreased the number of units to be offered to 20,000,000 units from 25,000,000 units
Rent the Runway, Inc.27 Oct 21
Shares Offered Increased
Rent the Runway, Inc. increased the number of Class A common shares to be offered to 17,000,000 from 15,000,000 shares
Rent the Runway, Inc.27 Oct 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.42 per share (a gross spread of 6.76%) and a total of $24.1 mil for underwriting Rent the Runway, Inc.'s IPO
Rent the Runway, Inc.27 Oct 21
IPO Price Disclosed
Rent the Runway, Inc. set the price of its initial public offering of 17,000,000 shares at $21.00 per share, which was within the $18.00 to $21.00 price range, for gross proceeds of $357 mil
Ensemble Health Partners, Inc.27 Oct 21
Other IPO Related
Ensemble Health Partners, Inc. has postponed its initial public offering
Arhaus, Inc.27 Oct 21
Shares Offered Disclosed
Arhaus, Inc. disclosed plans to offer 22,903,226 Class A shares to the public with Arhaus selling 12,903,226 shares and selling shareholders offering 10,000,000 shares
Arhaus, Inc.27 Oct 21
Price Range Disclosed
Arhaus, Inc. set the anticipated price range for its IPO at $14.00 to $17.00 per share
Capitalworks Emerging Markets Acquisition Corp27 Oct 21
Registration Statement Filed
Capitalworks Emerging Markets Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Capitalworks Emerging Markets Acquisition Corp27 Oct 21
Shares Offered Disclosed
Capitalworks Emerging Markets Acquisition Corp disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Capitalworks Emerging Markets Acquisition Corp27 Oct 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 Capitalworks Emerging Markets Acquisition Corp's IPO
Capitalworks Emerging Markets Acquisition Corp27 Oct 21
Other IPO Related
Capitalworks Emerging Markets Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Rent the Runway, Inc.26 Oct 21
Registration Statement Declared Effective
Rent the Runway, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Arteris, Inc.26 Oct 21
Registration Statement Declared Effective
Arteris, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Informatica Inc.26 Oct 21
Registration Statement Declared Effective
Informatica Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
OPY Acquisition Corp. I26 Oct 21
Registration Statement Declared Effective
OPY Acquisition Corp. I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
OPY Acquisition Corp. I26 Oct 21
Shares Offered Increased
OPY Acquisition Corp. I increased the number of units to be offered to 11,000,000 units from 10,000,000 units
Deep Medicine Acquisition Corp.26 Oct 21
Registration Statement Declared Effective
Deep Medicine Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Deep Medicine Acquisition Corp.26 Oct 21
Shares Offered Increased
Deep Medicine Acquisition Corp. increased the number of units to be offered to 11,000,000 units from 10,000,000 units
Innovative International Acquisition Corp.26 Oct 21
Registration Statement Declared Effective
Innovative International Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
TKB Critical Technologies 126 Oct 21
Registration Statement Declared Effective
TKB Critical Technologies 1's registration statement was declared effective by the Securities and Exchange Commission (SEC)
LAVA Medtech Acquisition Corp.26 Oct 21
Registration Statement Declared Effective
LAVA Medtech Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Marpai, Inc.26 Oct 21
Registration Statement Declared Effective
Marpai, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Pyrophyte Acquisition Corp.26 Oct 21
Registration Statement Declared Effective
Pyrophyte Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
TC BioPharm (Holdings) Limited26 Oct 21
Registration Statement Filed
TC BioPharm (Holdings) Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
TC BioPharm (Holdings) Limited26 Oct 21
Shares Offered Disclosed
TC BioPharm (Holdings) Limited disclosed plans to offer 6,250,000 ordinary shares to the public
TC BioPharm (Holdings) Limited26 Oct 21
Price Range Disclosed
TC BioPharm (Holdings) Limited set the anticipated price range for its IPO at $7.00 to $9.00 per share
Kairous Acquisition Corp. Limited26 Oct 21
Shares Offered Increased
Kairous Acquisition Corp. Limited increased the number of units to be offered to 7,500,000 units from 5,000,000 units
Integrated Rail and Resources Acquisition Corp.26 Oct 21
Shares Offered Decreased
Integrated Rail and Resources Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 27,500,000 units
Chicago Atlantic Real Estate Finance, Inc.26 Oct 21
Registration Statement Filed
Chicago Atlantic Real Estate Finance, Inc. filed for an initial public offering with its filing of an S-11 with the Securities and Exchange Commission (SEC)
ShoulderUp Technology Acquisition Corp.26 Oct 21
Registration Statement Filed
ShoulderUp Technology Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ShoulderUp Technology Acquisition Corp.26 Oct 21
Shares Offered Disclosed
ShoulderUp Technology Acquisition Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
ShoulderUp Technology Acquisition Corp.26 Oct 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting ShoulderUp Technology Acquisition Corp.'s IPO
ShoulderUp Technology Acquisition Corp.26 Oct 21
Other IPO Related
ShoulderUp Technology Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
NerdWallet, Inc.26 Oct 21
Shares Offered Disclosed
NerdWallet, Inc. disclosed plans to offer 7,250,000 Class A common shares to the public
NerdWallet, Inc.26 Oct 21
Price Range Disclosed
NerdWallet, Inc. set the anticipated price range for its IPO at $17.00 to $19.00 per share
Biofrontera Inc.26 Oct 21
Shares Offered Increased
Biofrontera Inc. disclosed they were now offering 3,100,000 units consisting of one common share and one warrant, previously they disclosed plans to offer 3,000,000 common shares
Namaste World Acquisition Corporation26 Oct 21
Registration Statement Filed
Namaste World Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Namaste World Acquisition Corporation26 Oct 21
Shares Offered Disclosed
Namaste World Acquisition Corporation disclosed plans to offer 20,000,000 units, with each unit consisting of one common share and one-half of one redeemable warrant
Namaste World Acquisition Corporation26 Oct 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 Namaste World Acquisition Corporation's IPO
Namaste World Acquisition Corporation26 Oct 21
Other IPO Related
Namaste World Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Claros Mortgage Trust, Inc.26 Oct 21
Shares Offered Disclosed
Claros Mortgage Trust, Inc. disclosed plans to offer 7,000,000 common shares to the public
Claros Mortgage Trust, Inc.26 Oct 21
Price Range Disclosed
Claros Mortgage Trust, Inc. set the anticipated price range for its IPO at $18.65 to $19.65 per share
Marpai, Inc.25 Oct 21
Shares Offered Increased
Marpai, Inc. increased the number of Class A common shares to be offered to 6,250,000 from 2,777,778 shares
Marpai, Inc.25 Oct 21
Price Range Decreased
Marpai, Inc. decreased the anticipated price range for its IPO to $4.00 per share from $8.00 to $10.00 per share
Iconic Sports Acquisition Corp.25 Oct 21
Shares Offered Increased
Iconic Sports Acquisition Corp. increased the number of units to be offered to 30,000,000 units from 25,000,000 units
Aris Water Solutions, Inc.25 Oct 21
Shares Offered Disclosed
The underwriters received a discount of $0.78 per share (a gross spread of 6%) and a total of $13.8 mil for underwriting Aris Water Solutions, Inc.'s IPO
Aris Water Solutions, Inc.25 Oct 21
Price Range Disclosed
Aris Water Solutions, Inc. set the price of its initial public offering of 17,650,000 shares at $13.00 per share, which is 18.75% below the low end of its $16.00 to $18.00 price range, for gross proceeds of $229.45 mil
Minerva Surgical, Inc.25 Oct 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $5.25 mil for underwriting Minerva Surgical, Inc.'s IPO
Minerva Surgical, Inc.25 Oct 21
IPO Price Disclosed
Minerva Surgical, Inc. set the price of its initial public offering of 6,250,000 shares at $12.00 per share, which is 20% below the low end of its $15.00 to $17.00 price range, for gross proceeds of $75 mil
M3-Brigade Acquisition III Corp.25 Oct 21
Shares Offered Increased
M3-Brigade Acquisition III Corp. increased the number of units to be offered to 26,100,000 units from 25,000,000 units
Iris Energy Limited25 Oct 21
Registration Statement Filed
Iris Energy Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Jaguar Global Growth Corporation I25 Oct 21
Registration Statement Filed
Jaguar Global Growth Corporation I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Jaguar Global Growth Corporation I25 Oct 21
Shares Offered Disclosed
Jaguar Global Growth Corporation I disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Jaguar Global Growth Corporation I25 Oct 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 Jaguar Global Growth Corporation I's IPO
Jaguar Global Growth Corporation I25 Oct 21
Other IPO Related
Jaguar Global Growth Corporation I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Arogo Capital Acquisition Corp.25 Oct 21
Shares Offered Decreased
Arogo Capital Acquisition Corp. decreased the number of units to be offered to 9,000,000 units from 10,000,000 units
Sweetgreen, Inc.25 Oct 21
Registration Statement Filed
Sweetgreen, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Delimobil Holding S.A.25 Oct 21
Shares Offered Disclosed
Delimobil Holding S.A. disclosed plans to offer 20,000,000 American Depositary Shares (ADS) with each ADS representing two ordinary share
Delimobil Holding S.A.25 Oct 21
Price Range Disclosed
Delimobil Holding S.A. set the anticipated price range for its IPO at $10.00 to $12.00 per American Depositary Share
Sonendo, Inc.25 Oct 21
Shares Offered Disclosed
Sonendo, Inc. disclosed plans to offer 7,800,000 common shares to the public
Sonendo, Inc.25 Oct 21
Price Range Disclosed
Sonendo, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Aura Biosciences, Inc.25 Oct 21
Shares Offered Disclosed
Aura Biosciences, Inc. disclosed plans to offer 5,000,000 common shares to the public
Aura Biosciences, Inc.25 Oct 21
Price Range Disclosed
Aura Biosciences, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Entrada Therapeutics, Inc.25 Oct 21
Shares Offered Disclosed
Entrada Therapeutics, Inc. disclosed plans to offer 7,500,000 common shares to the public
Entrada Therapeutics, Inc.25 Oct 21
Price Range Disclosed
Entrada Therapeutics, Inc. set the anticipated price range for its IPO at $19.00 to $21.00 per share
Sunfire Acquisition Corp Limited25 Oct 21
Registration Statement Filed
Sunfire Acquisition Corp Limited filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Sunfire Acquisition Corp Limited25 Oct 21
Shares Offered Disclosed
Sunfire Acquisition Corp Limited disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one right
Sunfire Acquisition Corp Limited25 Oct 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 Sunfire Acquisition Corp Limited's IPO
Sunfire Acquisition Corp Limited25 Oct 21
Other IPO Related
Sunfire Acquisition Corp Limited disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
RCF Acquisition Corp.25 Oct 21
Registration Statement Filed
RCF Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
RCF Acquisition Corp.25 Oct 21
Shares Offered Disclosed
RCF Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
RCF Acquisition Corp.25 Oct 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 RCF Acquisition Corp.'s IPO
RCF Acquisition Corp.25 Oct 21
Other IPO Related
RCF Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Allbirds, Inc.25 Oct 21
Shares Offered Disclosed
Allbirds, Inc. disclosed plans to offer 19,230,768 Class A shares to the public with Allbirds selling 15,384,615 shares and selling shareholders offering 3,846,153 shares
Allbirds, Inc.25 Oct 21
Price Range Disclosed
Allbirds, Inc. set the anticipated price range for its IPO at $12.00 to $14.00 per share
Generation Asia I Acquisition Limited22 Oct 21
Registration Statement Filed
Generation Asia I Acquisition Limited filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Generation Asia I Acquisition Limited22 Oct 21
Shares Offered Disclosed
Generation Asia I Acquisition Limited disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Generation Asia I Acquisition Limited22 Oct 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 Generation Asia I Acquisition Limited's IPO
Generation Asia I Acquisition Limited22 Oct 21
Other IPO Related
Generation Asia I Acquisition Limited disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Portillo's Inc.22 Oct 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.25 per share (a gross spread of 6.25%) and a total of $25 mil for underwriting Portillo's Inc.'s IPO
Portillo's Inc.22 Oct 21
IPO Price Disclosed
Portillo's Inc. set the price of its initial public offering of 20,270,270 shares at $20.00 per share, which was within the $17.00 to $20.00 price range, for gross proceeds of $405 mil
Evotec SE22 Oct 21
Shares Offered Disclosed
Evotec SE disclosed plans to offer 22,000,000 American Depositary Shares (ADS) with each ADS representing one-half of one ordinary share
Global Technology Acquisition Corp. I22 Oct 21
Shares Offered Increased
Global Technology Acquisition Corp. I increased the number of units to be offered to 17,500,000 units from 15,000,000 units
The Vita Coco Company, Inc.22 Oct 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.975 per share (a gross spread of 6.5%) and a total of $11.2 mil for underwriting The Vita Coco Company, Inc.'s IPO
The Vita Coco Company, Inc.22 Oct 21
IPO Price Disclosed
The Vita Coco Company, Inc. set the price of its initial public offering of 11,500,000 shares at $15.00 per share, which is 16.7% below the low end of its $18.00 to $21.00 price range, for gross proceeds of $172.5 mil
Enfusion, Inc.22 Oct 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.105 per share (a gross spread of 6.5%) and a total of $20.7 mil for underwriting Enfusion, Inc.'s IPO
Enfusion, Inc.22 Oct 21
IPO Price Disclosed
Enfusion, Inc. set the price of its initial public offering of 18,750,000 shares at $17.00 per share, which was within the $15.00 to $17.00 price range, for gross proceeds of $318.75 mil
Xilio Therapeutics, Inc.22 Oct 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $8.2 mil for underwriting Xilio Therapeutics, Inc.'s IPO
Xilio Therapeutics, Inc.22 Oct 21
IPO Price Disclosed
Xilio Therapeutics, Inc. set the price of its initial public offering of 7,353,000 shares at $16.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $117.6 mil
Accretion Acquisition Corp.22 Oct 21
Shares Offered Increased
Accretion Acquisition Corp. increased the number of units to be offered to 18,000,000 units from 15,000,000 units
Beard Energy Transition Acquisition Corp.22 Oct 21
Shares Offered Decreased
Beard Energy Transition Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 25,000,000 units
Freehold Properties, Inc.22 Oct 21
Registration Statement Filed
Freehold Properties, Inc. filed for an initial public offering with its filing of an S-11 with the Securities and Exchange Commission (SEC)
DP Cap Acquisition Corp I22 Oct 21
Registration Statement Filed
DP Cap Acquisition Corp I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
DP Cap Acquisition Corp I22 Oct 21
Shares Offered Disclosed
DP Cap Acquisition Corp I disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-half of one redeemable public warrant
DP Cap Acquisition Corp I22 Oct 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 DP Cap Acquisition Corp I's IPO
DP Cap Acquisition Corp I22 Oct 21
Other IPO Related
DP Cap Acquisition Corp I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
VMG Consumer Acquisition Corp.22 Oct 21
Registration Statement Filed
VMG Consumer Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
VMG Consumer Acquisition Corp.22 Oct 21
Shares Offered Disclosed
VMG Consumer 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 warrant
VMG Consumer Acquisition Corp.22 Oct 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 VMG Consumer Acquisition Corp.'s IPO
VMG Consumer Acquisition Corp.22 Oct 21
Other IPO Related
VMG Consumer Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit

Corporate Governance Reports

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

One year removed from the Covid-19 related stock market crash and the resulting increase in the number of companies turning to poison pills, we revisit the status of these companies and plans. Read more

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

Companies that delayed the holding of their 2020 annual meeting that are returning to their traditional annual meeting schedule may be impacting advance notice deadlines for proposals and director nominations. A review of advance notice provisions and a feature that can require a resetting of the submission deadlines. Read more

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

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. The public health impact of the COVID-19 pandemic led to an increase in changes to governing documents in 2020 including numerous companies making the changes necessary to facilitate virtual shareholder meetings. Read more

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

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

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

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

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

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

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

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

Peak Proxy Access Nomination Season - 10/31/2018

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

Securities Offerings

IPOs - Record Unicorn Issuance

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

High-Yield Bonds

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