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Mergers IPOs

Mergers & Acquisitions

SPAC Market Study 2021 – 3rd Quarter Update

In our 3rd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through September 30th. While it doesn’t look like the torrid pace of SPAC activity in Q1 will return anytime soon, activity did rebound in Q3 to 88 priced SPAC IPOs from 64 in Q2. We also saw many of the largest de-SPAC M&A deals of all time announced in Q3, including MSP Recovery ($32.5B), Polestar ($20B), and Aurora Innovation ($11B). Despite these very large deals being announced, there is still plenty of SPAC dry powder available for more acquisitions in Q4 and into 2022. As of Sept 30th there were 452 SPAC IPOs still seeking a target, representing a total of $115.1B in gross proceeds raised. Read more

SPAC Market Study 2021 – 2nd Quarter Update

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

Special Purpose Acquisition Company (SPAC) Market Study 2021

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

Update on the Prevalence of SPAC IPOs

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

Increasing Prevalence and Size of SPAC IPOs

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

Observations on Recent Poison Pill Activity

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

Coronavirus Pandemic's Impact on Stock Swap Valuations

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

Corporate America's Medicine Against Coronavirus

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

Coronavirus Impact on M&A Agreement Drafting

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

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

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


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

Analog Devices, Inc.21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Beyond Air, Inc.21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Enanta Pharmaceuticals, Inc.21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Haynes International, Inc.21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
i3 Verticals, Inc.21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Johnson Controls International plc21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
LegalZoom.com, Inc.21 Jan 22
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the 2022 annual meeting date and a January 31, 2022 deadline to submit any proposals or nominations. This is the company's first annual meeting as a public company after its June 2021 IPO. (8-K )
National Fuel Gas Company21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Nordson Corporation21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
REV Group, Inc.21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Sterling Bancorp, Inc.21 Jan 22
Planned Defense Change
DPD Note: The company announced the adoption and implementation of several corporate governance enhancements in connection with the settlement of a shareholder derivative complaint. Included in the planned changes is a bylaws amendment, subject to a duly adopted charter amendment, to require the annual election of directors, effective in 2022 (provided directors who elect to serve out their original term shall not be precluded from doing so). (8-K )
StoneX Group Inc.21 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Velodyne Lidar, Inc.21 Jan 22
Governance/Defense Controversy/Criticism
DPD Note: David S. Hall, who previously announced intentions to wage a proxy fight at the 2022 annual meeting, accused the company of entrenching the former SPAC Graf Industrial Corp. directors by structuring the de-SPAC company with limits on the ability of stockholders to nominate directors or introduce business at a stockholder meeting, eliminate stockholders' right to act by written consent and provide for a classified board. (Press Release )
AECOM20 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
AptarGroup, Inc.20 Jan 22
Discloses AGM Date
• Press release: Aptar Declares Quarterly Dividend and Announces 2022 Annual Meeting Details (Press Release )
Costco Wholesale Corporation20 Jan 22
Audit Committee Charter
• Exhibit: Audit Committee Charter (Co. Website )
Costco Wholesale Corporation20 Jan 22
Compensation Committee Charter
• Exhibit: Compensation Committee Charter (Co. Website )
Costco Wholesale Corporation20 Jan 22
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Costco Wholesale Corporation20 Jan 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
Costco Wholesale Corporation20 Jan 22
Other Stockholder Proposal Disclosure
DPD Note: Green Century Capital Management issued a press release announcing that a majority of shareholders voted in favor of its climate related proposal voted on at the company's 2022 annual meeting. (Press Release )
Great Western Bancorp, Inc.20 Jan 22
Failed Say On Pay
DPD Note: At the January 19, 2022 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 )
Hologic, Inc.20 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Intuit Inc.20 Jan 22
Audit Committee Charter
• Exhibit: Audit and Risk Committee Charter (Co. Website )
Intuit Inc.20 Jan 22
Intuit Inc.20 Jan 22
Corporate Governance Guidelines
• Exhibit: Corporate Governance Principles (Co. Website )
Intuit Inc.20 Jan 22
Nominating and Corporate Governance Committee Charter
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
Intuit Inc.20 Jan 22
Other Board Committee Charter
• Exhibit: Acquisition Committee Charter (Co. Website )
Natural Grocers By Vitamin Cottage, Inc.20 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Netflix, Inc.20 Jan 22
Planned Defense Change
DPD Note: The company announced its decision "to evolve to a more standard large-cap governance structure" and will recommend several changes at the company's next annual meeting. These changes include declassifying the board, removing supermajority vote requirements in the charter and bylaws (currently 66.67% of O/S to remove directors and amend certain charter/bylaws provisions), allow shareholders to call special meetings and change the vote standard to elect directors in uncontested elections (currently a plurality standard). (8-K )
PHX Minerals Inc.20 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
QUALCOMM Incorporated20 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Sonos, Inc.20 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Universal Technical Institute, Inc.20 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
BrightView Holdings, Inc.19 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Meta Platforms, Inc.19 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Starbucks Corporation19 Jan 22
No-Action Letter
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
Walt Disney Company (The)19 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Walt Disney Company (The)19 Jan 22
No-Action Letter
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
Walt Disney Company (The)19 Jan 22
No-Action Letter
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
Walt Disney Company (The)19 Jan 22
No-Action Letter
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
Walt Disney Company (The)19 Jan 22
No-Action Letter
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
Zynga Inc.19 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Zynga Inc.19 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Alico, Inc.18 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Avaya Holdings Corp.18 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Comcast Corporation18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
EMCORE Corporation18 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Green Plains Inc.18 Jan 22
Governance/Defense Controversy/Criticism
DPD Note: As part of its campaign at the company, Ancora Advisors, LLC cited the inability for shareholders to remove directors without cause and the supermajority vote requirement, and called for the company to declassify the Board at the 2022 annual meeting. (SC 13D/A )
Hartford Financial Services Group, Inc. (The)18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Heartland Financial USA, Inc.18 Jan 22
Poison Pill Expiration
DPD Note: On January 17, 2022, 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 )
Helmerich & Payne, Inc.18 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Kohl's Corporation18 Jan 22
Proxy Fight Director Nomination
DPD Note: Macellum Capital Management issued a press release containing a link to a letter to fellow shareholders in which it disclosed it plans to nominate its own slate of directors for election at the 2022 annual meeting. Macellum is calling for the Board to collaborate with it on issues including a director refresh and changes to improve operational execution and optimize the balance sheet, in order to avoid a proxy fight. (DFAN14A )
Kohl's Corporation18 Jan 22
Update:Proxy Fight Director Nomination on 01/18/2022
• Press release: Kohl's Comments on Macellum's Statement and Reaffirms Strategic Progress (Prss Release )
Luckin Coffee Inc.18 Jan 22
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 12/11/2021 (T-3 )
Luckin Coffee Inc.18 Jan 22
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 12/11/2021 (T-3 )
Matthews International Corporation18 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Meta Platforms, Inc.18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Meta Platforms, Inc.18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Meta Platforms, Inc.18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Meta Platforms, Inc.18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Meta Platforms, Inc.18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Meta Platforms, Inc.18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Republic Services, Inc.18 Jan 22
Other Stockholder Proposal Disclosure
DPD Note: International Brotherhood of Teamsters issued a press release containing additional details regarding a 14a-8 proposal that will be voted on at the company's 2022 annual meeting. (Press Release )
Safety Insurance Group, Inc.18 Jan 22
Governance/Defense Controversy/Criticism
DPD Note: As part of its campaign at the company, Ides Capital Management, LP called for the company to remedy a number of "retrograde corporate governance practices" including to initiate a process to declassify the Board. (DFAN14A )
Safety Insurance Group, Inc.18 Jan 22
Proxy Fight Director Nomination
DPD Note: Ides Capital Management, LP issued a press release containing a letter to the Board disclosing that it nominated a two-person director slate on December 8, 2021 for election at the 2022 annual meeting. Ides Capital cited the company's unwillingness to constructively engage with it on issues including stock price underperformance, ESG and sustainability deficiencies, and subpar capital allocation. (DFAN14A )
South Jersey Industries, Inc.18 Jan 22
No-Action Letter
DPD Note: Initial submission and response letter issued by the staff acknowledging the withdrawal. (SEC Website )
Tetra Tech, Inc.18 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Travelers Companies, Inc. (The)18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Travelers Companies, Inc. (The)18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Travelers Companies, Inc. (The)18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Travelers Companies, Inc. (The)18 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Hershey Company (The)17 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Centene Corporation15 Jan 22
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
State Street Corporation15 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Agios Pharmaceuticals, Inc.14 Jan 22
Advance Notice Disclosure
DPD Note: The company announced that it expects to hold its 2022 annual meeting on June 21, 2022 which is more than 30 days later than the anniversary of the company's 2021 annual meeting held on May 20, 2021 triggering a new deadline under Rule 14a-8. The company disclosed a new deadline of January 28, 2022 to submit such proposals. Because the 2022 annual meeting is less than 60 days later then the 2021 meeting, the alternative timing provision in the company's advance notice bylaw was not triggered. The company disclosed the same deadlines for non-14a-8 proposals and nominations that appeared in the 2021 annual meeting proxy. (8-K )
Arlington Asset Investment Corp.14 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Beacon Roofing Supply, Inc.14 Jan 22
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Chemed Corporation14 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Cheniere Energy, Inc.14 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Chubb Limited14 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Chubb Limited14 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )
Costco Wholesale Corporation14 Jan 22
Exempt Solicitation
DPD Note: Investor Advocates for Social Justice filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for a proposal requesting a report describing how it applies its Sustainability Commitment to its core food business to address the links between structural racism, nutrition insecurity, and health disparities. The proposal was submitted by American Baptist Home Mission Society, Franciscan Sisters of Perpetual Adoration, and Trinity Health and will be voted on at the company's January 20, 2022 annual meeting. (PX14A6G )
Coursera, Inc.14 Jan 22
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the 2022 annual meeting date and a February 11, 2022 deadline to submit any proposals or nominations. This is the company's first annual meeting as a public company after its March 2021 IPO. (8-K )
DexCom, Inc.14 Jan 22
No-Action Letter
DPD Note: Initial submission. (SEC Website )

IPO Activity

Moose Pond Acquisition Corp, NCV I21 Jan 22
IPO Withdrawn
Moose Pond Acquisition Corp, NCV I has withdrawn its IPO as the company has elected to abandon the transaction
FG Merger Corp.21 Jan 22
Registration Statement Filed
FG Merger Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
FG Merger Corp.21 Jan 22
Shares Offered Disclosed
FG Merger Corp. disclosed plans to offer 7,000,000 units, with each unit consisting of one share of common stock and one-half of one redeemable warrant
FG Merger Corp.21 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.107 per unit (a gross spread of 1.07%) and a total of $750,000 for underwriting FG Merger Corp.'s IPO
FG Merger Corp.21 Jan 22
Other IPO Related
FG Merger Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Lucy Scientific Discovery Inc.21 Jan 22
Registration Statement Filed
Lucy Scientific Discovery Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Erayak Power Solution Group Inc.21 Jan 22
Registration Statement Filed
Erayak Power Solution Group Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Erayak Power Solution Group Inc.21 Jan 22
Shares Offered Disclosed
Erayak Power Solution Group Inc. disclosed plans to offer 3,000,000 Class A ordinary shares to the public
Erayak Power Solution Group Inc.21 Jan 22
Price Range Disclosed
Erayak Power Solution Group Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
SOS Hydration Inc.21 Jan 22
Registration Statement Filed
SOS Hydration Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Expion360 Inc.21 Jan 22
Registration Statement Filed
Expion360 Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Expion360 Inc.21 Jan 22
Shares Offered Disclosed
Expion360 Inc. disclosed plans to offer 2,145,000 common shares to the public
Banyan Acquisition Corporation21 Jan 22
Shares Offered Increased
Banyan Acquisition Corporation increased the number of units to be offered to 21,000,000 units from 20,000,000 units
N2 Acquisition Holdings Corp.21 Jan 22
IPO Withdrawn
N2 Acquisition Holdings Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Incannex Healthcare Limited21 Jan 22
IPO Withdrawn
Incannex Healthcare Limited withdrew its initial public offering as the company is no longer pursuing an IPO at this time
Heartland Media Acquisition Corp.20 Jan 22
Registration Statement Declared Effective
Heartland Media Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
KnightSwan Acquisition Corporation20 Jan 22
Registration Statement Declared Effective
KnightSwan Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
HCM Acquisition Corp20 Jan 22
Registration Statement Declared Effective
HCM Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Kensington Capital Acquisition Corp. IV20 Jan 22
Registration Statement Filed
Kensington Capital Acquisition Corp. IV filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Kensington Capital Acquisition Corp. IV20 Jan 22
Shares Offered Disclosed
Kensington Capital Acquisition Corp. IV disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A ordinary share, one Class 1 redeemable warrant and one Class 2 redeemable warrant
Kensington Capital Acquisition Corp. IV20 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $11 mil for underwriting Kensington Capital Acquisition Corp. IV's IPO
Kensington Capital Acquisition Corp. IV20 Jan 22
Other IPO Related
Kensington Capital Acquisition Corp. IV disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Ascendant Digital Acquisition Corp. II20 Jan 22
IPO Withdrawn
Ascendant Digital Acquisition Corp. II withdrew its initial public offering as the company does not intend to pursue an IPO
H.I.G. Acquisition Corp. II20 Jan 22
IPO Withdrawn
H.I.G. Acquisition Corp. II withdrew its initial public offering as the company no longer intends to pursue an IPO
Rhodium Enterprises, Inc.20 Jan 22
Other IPO Related
Rhodium Enterprises, Inc. has postponed their initial public offering due to market conditions
Four Springs Capital Trust20 Jan 22
Other IPO Related
Four Springs Capital Trust has postponed its initial public offering
Banyan Acquisition Corporation19 Jan 22
Registration Statement Declared Effective
Banyan Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Generation Asia I Acquisition Limited19 Jan 22
Registration Statement Declared Effective
Generation Asia I Acquisition Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
DUET Acquisition Corp.19 Jan 22
Registration Statement Declared Effective
DUET Acquisition Corp.'s egistration statement was declared effective by the Securities and Exchange Commission (SEC)
Edible Garden AG Incorporated19 Jan 22
Shares Offered Disclosed
Edible Garden AG Incorporated disclosed plans to offer 1,363,636 common units to the public with each unit consisting of one share of common stock and one warrant to purchase one share of common stock
Edible Garden AG Incorporated19 Jan 22
Price Range Disclosed
Edible Garden AG Incorporated set the anticipated price range for its IPO at $10.00 to $12.00 per share
Valuence Merger Corp. I19 Jan 22
Registration Statement Filed
Valuence Merger Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Valuence Merger Corp. I19 Jan 22
Shares Offered Disclosed
Valuence Merger Corp. 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
Valuence Merger Corp. I19 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $11 mil for underwriting Valuence Merger Corp. I's IPO
Valuence Merger Corp. I19 Jan 22
Other IPO Related
Valuence Merger Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Dynasty Financial Partners Inc.19 Jan 22
Registration Statement Filed
Dynasty Financial Partners Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intrepid Acquisition Corporation I19 Jan 22
Registration Statement Filed
Intrepid Acquisition Corporation I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intrepid Acquisition Corporation I19 Jan 22
Shares Offered Disclosed
Intrepid Acquisition Corporation I disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Intrepid Acquisition Corporation I19 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $11 mil for underwriting Intrepid Acquisition Corporation I's IPO
Intrepid Acquisition Corporation I19 Jan 22
Other IPO Related
Intrepid Acquisition Corporation I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Heartland Media Acquisition Corp.18 Jan 22
Shares Offered Decreased
Heartland Media Acquisition Corp. decreased the number of units to be offered to 17,500,000 units from 20,000,000 units
AIB Acquisition Corporation18 Jan 22
Registration Statement Declared Effective
AIB Acquisition Corporation's statement was declared effective by the Securities and Exchange Commission (SEC)
Atlantic Coastal Acquisition Corp. II18 Jan 22
Shares Offered Increased
Atlantic Coastal Acquisition Corp. II increased the number of units to be offered to 26,100,000 units from 25,000,000 units
The tru Shrimp Companies, Inc.18 Jan 22
Registration Statement Filed
The tru Shrimp Companies, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Direct Digital Holdings, Inc.18 Jan 22
Shares Offered Disclosed
Direct Digital Holdings, Inc. disclosed plans to offer 4,000,000 Class A common shares to the public
Direct Digital Holdings, Inc.18 Jan 22
Price Range Disclosed
Direct Digital Holdings, Inc. set the anticipated price range for its IPO at $7.00 to $9.00 per share
FGI Industries Ltd.18 Jan 22
Other IPO Related
FGI Industries Ltd. filed a registration statement amendment which disclosed that they would now be issuing units consisting of ordinary shares and warrants; the number of units to be issued remained the same, as did the expected price range
Credo Technology Group Holding Ltd18 Jan 22
Shares Offered Disclosed
Credo Technology Group Holding Ltd disclosed plans to offer 25,000,000 ordinary shares to the public with Credo selling 23,383,800 shares and selling shareholders offering 1,616,200 shares
Credo Technology Group Holding Ltd18 Jan 22
Price Range Disclosed
Credo Technology Group Holding Ltd set the anticipated price range for its IPO at $10.00 to $12.00 per share
A SPAC I Acquisition Corp.18 Jan 22
Shares Offered Decreased
A SPAC I Acquisition Corp. decreased the number of units to be offered to 6,000,000 units from 8,000,000 units
Nuvectis Pharma, Inc.18 Jan 22
Shares Offered Decreased
Nuvectis Pharma, Inc. decreased the number of common shares to be offered to 2,083,333 shares from 2,300,000 shares
Nuvectis Pharma, Inc.18 Jan 22
Price Range Decreased
Nuvectis Pharma, Inc. decreased the anticipated price range for its IPO to between $5.00 to $7.00 per share from $12.00 to $14.00 per share
Hengguang Holding Co., Limited18 Jan 22
Registration Statement Filed
Hengguang Holding Co., Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Smart for Life, Inc.14 Jan 22
Shares Offered Disclosed
Smart for Life, Inc. disclosed plans to offer 1,800,000 units to the public
Smart for Life, Inc.14 Jan 22
Price Range Disclosed
Smart for Life, Inc. set the anticipated price range for its IPO at $9.00 to $11.00 per unit
Technology & Telecommunication Acquisition Corp.14 Jan 22
Registration Statement Declared Effective
Technology & Telecommunication Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Consilium Acquisition Corp I, Ltd.14 Jan 22
Shares Offered Increased
Consilium Acquisition Corp I, Ltd. increased the number of units to be offered to 16,500,000 units from 15,000,000 units
TPG Inc.14 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $1.475 per share (a gross spread of 5%) and a total of $50 mil for underwriting TPG Inc.'s IPO
TPG Inc.14 Jan 22
IPO Price Disclosed
TPG Inc. set the price of its initial public offering of 33,900,000 shares at $29.50 per share, which was within the $28.00 to $31.00 price range, for gross proceeds of $1 bil
Spinal Elements Holdings, Inc.14 Jan 22
IPO Withdrawn
Spinal Elements Holdings, Inc. withdrew its initial public offering as the company has determined not to pursue an IPO at this time
First Digital Health Acquisition Corp.14 Jan 22
Registration Statement Filed
First Digital Health Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
First Digital Health Acquisition Corp.14 Jan 22
Shares Offered Disclosed
First Digital Health Acquisition Corp. disclosed plans to offer 17,500,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
First Digital Health Acquisition Corp.14 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $9.625 mil for underwriting First Digital Health Acquisition Corp.'s IPO
First Digital Health Acquisition Corp.14 Jan 22
Other IPO Related
First Digital Health Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Arcellx, Inc.14 Jan 22
Registration Statement Filed
Arcellx, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
REV Renewables, Inc.14 Jan 22
Registration Statement Filed
REV Renewables, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
DESRI Inc.14 Jan 22
Registration Statement Filed
DESRI Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Basis Global Technologies, Inc.14 Jan 22
Registration Statement Filed
Basis Global Technologies, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
10X Capital Venture Acquisition Corp. III14 Jan 22
Shares Offered Increased
10X Capital Venture Acquisition Corp. III increased the number of units to be offered to 26,100,000 units from 25,000,000 units
Rhodium Enterprises, Inc.13 Jan 22
Shares Offered Disclosed
Rhodium Enterprises, Inc. disclosed plans to offer 7,692,307 Class A common shares to the public
Rhodium Enterprises, Inc.13 Jan 22
Price Range Disclosed
Rhodium Enterprises, Inc. set the anticipated price range for its IPO at $12.00 to $14.00 per share
Atlantic Coastal Acquisition Corp. II13 Jan 22
Registration Statement Declared Effective
Atlantic Coastal Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Papaya Growth Opportunity Corp. I13 Jan 22
Registration Statement Declared Effective
Papaya Growth Opportunity Corp. I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Hillstream BioPharma, Inc.13 Jan 22
Shares Offered Increased
Hillstream BioPharma, Inc. increased the number of common shares to be offered to 3,750,000 from 3,000,000 shares
Hillstream BioPharma, Inc.13 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $1 mil for underwriting Hillstream BioPharma, Inc.'s IPO
Hillstream BioPharma, Inc.13 Jan 22
IPO Price Disclosed
Hillstream BioPharma, Inc. set the price of its upsized initial public offering of 3,750,000 shares at $4.00 per share, which is 20% below the low end of its $5.00 to $6.00 price range, for gross proceeds of $15 mil
Bausch + Lomb Corporation13 Jan 22
Registration Statement Filed
Bausch + Lomb Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Quiet Plus I Acquisition Corp.13 Jan 22
IPO Withdrawn
Quiet Plus I Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Relativity Acquisition Corp.13 Jan 22
Registration Statement Filed
Relativity Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Relativity Acquisition Corp.13 Jan 22
Shares Offered Disclosed
Relativity Acquisition Corp. disclosed plans to offer 12,500,000 units, with each unit consisting of one share of Class A common stock and one redeemable warrant
Relativity Acquisition Corp.13 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.10 per unit (a gross spread of 1%) and a total of $1.25 mil for underwriting Relativity Acquisition Corp.'s IPO
Relativity Acquisition Corp.13 Jan 22
Other IPO Related
Relativity Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Sports & Health Tech Acquisition Corporation13 Jan 22
Registration Statement Filed
Sports & Health Tech Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Sports & Health Tech Acquisition Corporation13 Jan 22
Shares Offered Disclosed
Sports & Health Tech Acquisition Corporation disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Sports & Health Tech Acquisition Corporation13 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $8.25 mil for underwriting Sports & Health Tech Acquisition Corporation's IPO
Sports & Health Tech Acquisition Corporation13 Jan 22
Other IPO Related
Sports & Health Tech Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Alset Capital Acquisition Corp.13 Jan 22
Registration Statement Filed
Alset Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alset Capital Acquisition Corp.13 Jan 22
Shares Offered Disclosed
Alset Capital Acquisition Corp. disclosed plans to offer 7,500,000 units, with each unit consisting of one share of Class A common stock, one-half of one redeemable warrant, and one right
Alset Capital Acquisition Corp.13 Jan 22
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $4.125 mil for underwriting Alset Capital Acquisition Corp.'s IPO
Alset Capital Acquisition Corp.13 Jan 22
Other IPO Related
Alset Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Desert Peak Minerals Inc.13 Jan 22
IPO Withdrawn
Desert Peak Minerals Inc. withdrew its initial public offering without providing a specific reason for terminating the IPO
Consilium Acquisition Corp I, Ltd.12 Jan 22
Registration Statement Declared Effective
Consilium Acquisition Corp I, Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Andretti Acquisition Corp.12 Jan 22
Registration Statement Declared Effective
Andretti Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
TPG Inc.12 Jan 22
Registration Statement Declared Effective
TPG Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Justworks, Inc.12 Jan 22
Other IPO Related
Justworks, Inc. has postponed its initial public offering citing unfavorable market conditions
Modiv Acquisition Corp.12 Jan 22
IPO Withdrawn
Modiv Acquisition Corp. withdrew its initial public offering as the company is no longer pursuing an IPO
CorpHousing Group Inc.12 Jan 22
Registration Statement Filed
CorpHousing Group Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CorpHousing Group Inc.12 Jan 22
Shares Offered Disclosed
CorpHousing Group Inc. disclosed plans to offer 4,285,714 units to the public with each unit consisting of one share of common stock and one-half of one warrant
CorpHousing Group Inc.12 Jan 22
Price Range Disclosed
CorpHousing Group Inc. set the anticipated price range for its IPO at $6.00 to $8.00 per unit
10X Capital Venture Acquisition Corp. III11 Jan 22
Registration Statement Declared Effective
10X Capital Venture Acquisition Corp. III's registration statement was declared effective by the Securities and Exchange Commission (SEC)

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..