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Latest Spotlights

A Review of The Maryland Unsolicited Takeover Act on its 25th Anniversary

The Maryland Unsolicited Takeover Act (MUTA) marks its 25th anniversary on June 1. In honor of the anniversary, we review the current rate of MUTA take-up among Maryland companies. Read more

SPAC Market Study - Activism & M&A Update 2024

In April of 2021, as the SPAC market took off, Deal Point Data published its first SPAC Market Study. We recently took the opportunity to revisit the SPAC and de-SPAC market. Read more

A Review of Proxy Fight Outcomes Under the Universal Proxy Rules

With the outcome determined for all but one annual meeting proxy fight for companies subject to the universal proxy card (UPC) rules, we take the opportunity to examine the full-year results of 2023 proxy fights – the first full year under which the UPC rules were in effect. Read more

The Purpose of Poison Pills

Poison pills are back in the news with an increase in litigation surrounding the device, raising the question of what their proper use is. We examine why and for what purpose poison pills are being used. Read more

IPO Breaks Drought for New Publicly Traded Public Benefit Corporations

In the latest sign the US IPO market may be emerging from the doldrums, a noteworthy event occurred this month: a public benefit corporation ("PBC") completed an IPO. Sezzle Inc., which has elected to be a public benefit corporation under Delaware law, priced its IPO and began trading on the Nasdaq exchange on August 16th. Sezzle's IPO ends what had been a 21-month drought for IPOs completed by PBCs. Read more

Latest Trends in Antitrust Termination Fees

As the M&A regulatory environment has tightened over the last few years, we have seen a significant increase in the inclusion of antitrust termination fees in definitive M&A agreements. An antitrust termination fee is a termination fee potentially payable by the acquirer if the transaction cannot close due to lack of regulatory approval. Essentially, if the deal is blocked by a regulatory agency then the acquirer would be required to pay the antitrust termination fee to the target. Read more

IPO Doldrums

The IPO market has seen a significant downturn since the SPAC-led highs of 2021. The charts and statistics below bring this downturn into sharp focus and illustrate the poor condition of the US IPO market. Read more

Latest Trends in Antitrust Termination Fees

As the M&A regulatory environment has tightened over the last few years, we have seen a significant increase in the inclusion of antitrust termination fees in definitive M&A agreements. An antitrust termination fee is a termination fee potentially payable by the acquirer if the transaction cannot close due to lack of regulatory approval. Essentially, if the deal is blocked by a regulatory agency then the acquirer would be required to pay the antitrust termination fee to the target. Read more

SPAC Market Study 2022 – 1st Quarter Update

SPAC deal activity fell sharply in Q1 2022. The number of priced SPAC IPOs dropped from 163 in Q4 2021 to 55 in Q1 2022. Only 34 de-SPAC M&A deals were announced in Q1 compared with 61 in Q4. At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs. In addition, there were significant changes involving the use of Termination Fees, PIPE investments, Warrant Coverage, and Acquisition Terms/Durations on SPAC deals in Q1. Read more

SPAC Market Study 2021 – 4th Quarter Year-End Update

In our year-end update we researched SPAC IPO and de-SPAC M&A activity through December 31st. While the number of SPAC IPOs and de-SPAC M&A deals remained relatively robust in Q4 the average size of these deals is dropping. The average size of SPAC IPOs dropped in Q4 for the 3rd consecutive quarter to $176.8 million in average gross proceeds. At the same time the large, mega de-SPAC M&A deals seen in the first 3 quarters were noticeably absent in Q4. No de-SPAC deals announced in Q4 cracked the top 25 all-time largest de-SPACs, resulting in a significant drop in the average size of de-SPAC deals from $2.73B in Q3 to $1.25B in Q4. Read more

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

American Eagle Outfitters, Inc.17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
American International Group, Inc.17 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 15, 2024 annual meeting include a stockholder proposal to amend the company's director election resignation bylaw to require the resignation be effective absent the finding of a compelling reason and to mandate the resignation of a "holdover" director that fails to be re-elected at the next annual meeting shareholder that failed to receive a majority of votes cast and was not approved. (8-K )
Brookfield Business Corporation17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Brookfield Infrastructure Corporation17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Dell Technologies Inc.17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
E2open Parent Holdings, Inc.17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Genesco Inc.17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
HealthEquity, Inc.17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Infinera Corporation17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Lumen Technologies, Inc.17 May 24
Poison Pill Ratify Proposal
DPD Note: Vote results for May 15, 2024 annual meeting include the approval of the company's Second Amended and Restated Section 382 Rights Agreement. (8-K )
Marsh & McLennan Companies, Inc.17 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 16, 2024 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 )
McEwen Mining Inc.17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Paramount Group, Inc.17 May 24
Failed Director Elections/Zombie Directors
DPD Note: At the company's May 16, 2024 annual meeting, a majority of the votes cast were against the re-election of one of the nine company director nominees. Katharina Otto-Bernstein submitted her resignation from the Board as required by the company's majority vote standard bylaw and the company's Corporate Governance Guidelines. Ms. Otto-Bernstein's tendered resignation was rejected by the Board. (8-K )
Paramount Group, Inc.17 May 24
Failed Say On Pay
DPD Note: At the company's May 16, 2024 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
RH17 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Skyworks Solutions, Inc.17 May 24
Failed Company Defense Change Vote
DPD Note: Vote results for May 14, 2024 annual meeting include four company proposals to amend the charter to eliminate supermajority vote requirements that were not approved. Each of proposals received the support of approximately 75% of the outstanding shares but not the 80% (one proposal required 90%) for approval. (8-K )
Verisk Analytics, Inc.17 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 15, 2024 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that received a majority of votes cast and was approved. (8-K )
Akamai Technologies, Inc.16 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 10, 2024 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that received a majority of votes cast and was approved. (8-K )
Amphenol Corporation16 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 16, 2024 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. (8-K )
Community Financial System, Inc.16 May 24
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
ConocoPhillips16 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 14, 2024 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that received a majority of votes cast and was approved. (8-K )
Cullinan Therapeutics, Inc.16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
HomeStreet, Inc.16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEFM14A )
Meritage Homes Corporation16 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 16, 2024 annual meeting include a stockholder proposal to declassify the Board that received a majority of votes cast and was approved. (8-K )
MongoDB, Inc.16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
OGE Energy Corp.16 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 16, 2024 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that received a majority of votes cast and was approved. (8-K )
OP Bancorp16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Salesforce, Inc.16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
SentinelOne, Inc.16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Signet Jewelers Limited16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
SilverBow Resources, Inc.16 May 24
Poison Pill Amendment
DPD Note: Crescent Energy Co made exempt in connection with merger agreement under which it will acquire the company and the related voting agreement; Extend expiration date from the day after the 2024 annual meeting to the first anniversary of the Merger Agreement (8-K )
SKYX Platforms Corp.16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Universal Health Services, Inc.16 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 15, 2024 annual meeting include a stockholder proposal to declassify the Board that failed to receive a majority of votes cast and was not approved. (8-K )
Veradigm Inc.16 May 24
Activist Campaign Announced
DPD Note: Kent Lake Capital began a campaign at Veradigm with a 13D filing reporting the shares were undervalued when purchased and that it may seek discussions with management and the board on various company matters (SC 13D )
Zuora, Inc.16 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Asensus Surgical, Inc.15 May 24
Advance Notice Disclosure, Postpone Meeting
DPD Note: The company disclosed it will provide updated advance notice deadlines for its postponed 2024 annual meeting when a meeting date is established. (8-K )
Barnes & Noble Education, Inc.15 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Bath & Body Works, Inc.15 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Centogene N.V.15 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Cepton, Inc.15 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Clever Leaves Holdings Inc.15 May 24
Activist Campaign Announced
DPD Note: BCM Investimentos Fundo began a campaign at Clever Leaves with a 13D filing reporting the shares were undervalued when purchased and that it intends to discuss various value-enhancing strategies with management and the board (SC 13D )
Cullinan Therapeutics, Inc.15 May 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 01/12/2021 (10-Q )
Cullinan Therapeutics, Inc.15 May 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/25/2021 (10-Q )
Cullinan Therapeutics, Inc.15 May 24
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/15/2024 (10-Q )
Fiserv, Inc.15 May 24
Compensation Committee Charter
• Exhibit: Talent and Compensation Committee Charter (Co. Website )
Fiserv, Inc.15 May 24
Corporate Governance Guidelines
• Exhibit: Governance Guidelines (Co. Website )
Hasbro, Inc.15 May 24
Activist Campaign Announced
DPD Note: Seven Corners Capital Management began a campaign at Hasbro attributing the continuing value destruction to a failed capital allocation and operational framework and advocated for changes to the board room and c-suite (PX14A6G )
Hasbro, Inc.15 May 24
Exempt Solicitation
DPD Note: Scott Klarquist, founder of Seven Corners Capital Management, LLC, filed a Notice of Exempt Solicitation on a voluntary basis containing a letter to fellow stockholders urging them to vote against four of the eleven directors up for election at the May 16, 2024. Mr. Klarquist cited their long tenure, company underperformance, and flawed pay practices (PX14A6G )
Kroger Co. (The)15 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Laird Superfood, Inc.15 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Masco Corporation15 May 24
Defense Related Stockholder Proposal
DPD Note: Vote results for May 10, 2024 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that received a majority of votes cast and was approved. (8-K )
National Health Investors Inc15 May 24
Exempt Solicitation
DPD Note: Land & Buildings Investment Management, LLC (L&B) filed a third Notice of Exempt Solicitation related to its call for fellow stockholders to withhold support from the re-election of two directors at the May 22, 2024 annual meeting. The filing contains a Presentation highlighting its view that the company's poor governance practices are hindering returns. (PX14A6G )
Norfolk Southern Corporation15 May 24
Failed Say On Pay
DPD Note: At the company's May 9, 2024 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. Ancora Advisors, LLC waged a board seat proxy fight at the meeting. (8-K )
SecureWorks Corp.15 May 24
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )

IPO Activity

Rapport Therapeutics, Inc.17 May 24
Registration Statement Filed
Rapport Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Eshallgo Inc17 May 24
Shares Offered Decreased
Eshallgo Inc decreased the number of Class A ordinary shares to be offered to 1,500,000 shares from 3,000,000 shares
Wing Yip Food Holdings Group Limited17 May 24
Shares Offered Disclosed
Wing Yip Food Holdings Group Limited disclosed plans to offer 2,500,000 American Depositary Shares to the public with each two ADS representing three ordinary shares
Wing Yip Food Holdings Group Limited17 May 24
Price Range Disclosed
Wing Yip Food Holdings Group Limited set the anticipated price range for its IPO between $4.00 and $5.00 per American Depositary Share
AgiiPlus Inc.17 May 24
Shares Offered Decreased
AgiiPlus Inc. disclosed they were now offering 1,400,000 Class A ordinary shares, previously they disclosed plans to offer 2,000,000 Class A ordinary shares
AgiiPlus Inc.17 May 24
Price Range Increased
AgiiPlus Inc. increased the anticipated price range for its IPO to between $6.00 and $7.00 per share from $5.00 and $6.00 per share
Telix Pharmaceuticals Limited17 May 24
Registration Statement Filed
Telix Pharmaceuticals Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Super Hi International Holding Ltd.17 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.37 per share (a gross spread of 7%) and a total of approximately $3.7 mil for underwriting Super Hi International Holding Ltd.'s IPO
Super Hi International Holding Ltd.17 May 24
IPO Price Disclosed
Super Hi International Holding Ltd. set the price of its initial public offering of 2,692,700 American Depositary Shares at $19.56 per share, by reference to the price of the ordinary shares on the HKEx, for gross proceeds of approximately $52.7 mil
WF International Limited17 May 24
Price Range Decreased
WF International Limited decreased the number of shares to be offered to 1,400,000 ordinary shares from 1,600,000 shares
RF Acquisition Corp II16 May 24
Registration Statement Declared Effective
RF Acquisition Corp II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Super Hi International Holding Ltd.16 May 24
Registration Statement Declared Effective
Super Hi International Holding Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
NetClass Technology Inc16 May 24
Price Range Decreased
NetClass Technology Inc decreased the anticipated price range for its IPO to between $4.00 and $6.00 per share from between$ 5.00 and $6.00 per share
JIADE Limited16 May 24
Shares Offered Decreased
JIADE Limited decreased the number of shares to be offered to 2,000,000 ordinary shares from 2,200,000 shares
JIADE Limited16 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $560,000 for underwriting JIADE Limited's IPO
JIADE Limited16 May 24
IPO Price Disclosed
JIADE Limited set the price of its initial public offering of 2,000,000 ordinary shares at $4.00 per share, within the anticipated price range, for gross proceeds to the company of $8 mil
Cuprina Holdings (Cayman) Limited16 May 24
Shares Offered Disclosed
Cuprina Holdings (Cayman) Limited disclosed plans to offer 2,500,000 Class A ordinary shares to the public in its IPO
Raytech Holding Limited15 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.3 per share (a gross spread of 7.5%) and a total of $450,000 for underwriting Raytech Holding Limited's IPO
Raytech Holding Limited15 May 24
IPO Price Disclosed
Raytech Holding Limited set the price of its initial public offering of 1,500,000 ordinary shares at $4.00 per share, within the anticipated price range, for gross proceeds to the company of $6 mil
Armlogi Holding Corp.15 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.375 per share (a gross spread of 7.5%) and a total of $600,000 for underwriting Armlogi Holding Corp.'s IPO
Armlogi Holding Corp.15 May 24
IPO Price Disclosed
Armlogi Holding Corp. set the price of its initial public offering of 1,600,000 shares of common stock at $5.00 per share, within the anticipated price range, for gross proceeds to the company of $8 mil
JIADE Limited14 May 24
Registration Statement Declared Effective
JIADE Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Raytech Holding Limited14 May 24
Registration Statement Declared Effective
Raytech Holding Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
IMMRSIV Inc.14 May 24
IPO Withdrawn
IMMRSIV Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Icon Energy Corp.14 May 24
Registration Statement Filed
Icon Energy Corp. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Icon Energy Corp.14 May 24
Shares Offered Disclosed
Icon Energy Corp. disclosed plans to offer 1,250,000 common shares to the public in its IPO
Icon Energy Corp.14 May 24
Price Range Disclosed
Icon Energy Corp. set the anticipated price range for its IPO at between $4.00 and $6.00 per share
Super Hi International Holding Ltd.13 May 24
Shares Offered Disclosed
Super Hi International Holding Ltd. disclosed plans to offer 2,692,700 American Depositary Shares to the public with each ADS representing ten ordinary shares
Armlogi Holding Corp.13 May 24
Shares Offered Decreased
Armlogi Holding Corp. decreased the number of shares to be offered to 1,600,000 shares of common stock from 2,000,000 shares
Armlogi Holding Corp.13 May 24
Registration Statement Declared Effective
Armlogi Holding Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Heritage Distilling Holding Company, Inc.13 May 24
Registration Statement Filed
Heritage Distilling Holding Company, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Heritage Distilling Holding Company, Inc.13 May 24
Shares Offered Disclosed
Heritage Distilling Holding Company, Inc. disclosed plans to offer 2,000,000 shares of common stock to the public in its IPO
Heritage Distilling Holding Company, Inc.13 May 24
Price Range Disclosed
Heritage Distilling Holding Company, Inc. set the anticipated price range for its IPO at $4.50 to $5.50 per share
Grupo Aeromexico, S.A.B. de C.V.13 May 24
Registration Statement Filed
Grupo Aeromexico, S.A.B. de C.V. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Galleinphi Inc.13 May 24
Registration Statement Filed
Galleinphi Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Galleinphi Inc.13 May 24
Shares Offered Disclosed
Galleinphi Inc. disclosed plans to offer 3,000,000 ordinary shares to the public in its IPO
Galleinphi Inc.13 May 24
Price Range Disclosed
Galleinphi Inc. set the anticipated price range for its IPO at between $4.00 and $6.00 per share
Novelis Inc.13 May 24
Registration Statement Filed
Novelis Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Kingtitan Technology Limited13 May 24
Registration Statement Filed
Kingtitan Technology Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Kingtitan Technology Limited13 May 24
Shares Offered Disclosed
Kingtitan Technology Limited disclosed plans to offer 3,750,000 Class A ordinary shares to the public in its IPO
Kingtitan Technology Limited13 May 24
Price Range Disclosed
Kingtitan Technology Limited set the anticipated price range for its IPO at between $4.00 and $6.00 per share
Rise Smart Group Holdings Limited13 May 24
Registration Statement Filed
Rise Smart Group Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Rise Smart Group Holdings Limited13 May 24
Shares Offered Disclosed
Rise Smart Group Holdings Limited disclosed plans to offer 1,250,000 ordinary shares to the public in its IPO
Rise Smart Group Holdings Limited13 May 24
Price Range Disclosed
Rise Smart Group Holdings Limited set the anticipated price range for its IPO at between $4.00 and $6.00 per share
Games Global Limited13 May 24
IPO Withdrawn
Games Global Limited withdrew its initial public offering as the company has determined that prevailing market conditions are unfavorable for an IPO at this time
Chenghe Acquisition II Co.13 May 24
Registration Statement Filed
Chenghe Acquisition II Co. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Chenghe Acquisition II Co.13 May 24
Shares Offered Disclosed
Chenghe Acquisition II Co. disclosed plans to offer 7,500,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Chenghe Acquisition II Co.13 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.60 per unit (a gross spread of 6%) and a total of $4.5 mil for underwriting Chenghe Acquisition II Co.'s IPO
Chenghe Acquisition II Co.13 May 24
Other IPO Related
Chenghe Acquisition II Co. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
First Choice Healthcare Solutions, Inc.13 May 24
Registration Statement Filed
First Choice Healthcare Solutions, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
First Choice Healthcare Solutions, Inc.13 May 24
Shares Offered Disclosed
First Choice Healthcare Solutions, Inc. disclosed plans to offer 1,200,000 shares of common stock in its IPO
First Choice Healthcare Solutions, Inc.13 May 24
Price Range Disclosed
First Choice Healthcare Solutions, Inc. set the anticipated price for its IPO at $5.00 per share
Bowhead Specialty Holdings Inc.13 May 24
Shares Offered Disclosed
Bowhead Specialty Holdings Inc. disclosed plans to offer 6,666,667 shares of common stock in its IPO
Bowhead Specialty Holdings Inc.13 May 24
Price Range Disclosed
Bowhead Specialty Holdings Inc. set the anticipated price range for its IPO at between $14.00 and $16.00 per share
Proficient Auto Logistics, Inc.10 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.05 per share (a gross spread of 7%) and a total of approximately $15.05 mil for underwriting Proficient Auto Logistics, Inc.'s IPO
Proficient Auto Logistics, Inc.10 May 24
IPO Price Disclosed
Proficient Auto Logistics, Inc. set the price of its initial public offering of 14,333,333 shares of common stock at $15.00 per share, within the anticipated price range, for gross proceeds of approximately $215 mil
ZEEKR Intelligent Technology Holding Limited10 May 24
Shares Offered Increased
ZEEKR Intelligent Technology Holding Limited increased the number of ADS to be offered to 21,000,000 ADS from 17,500,000 shares
ZEEKR Intelligent Technology Holding Limited10 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.47 per share (a gross spread of 7%) or approximately $11.9 mil for underwriting ZEEKR's IPO; Geely purchased 12,900,952 ADS in the IPO which are not subject to the discount
ZEEKR Intelligent Technology Holding Limited10 May 24
IPO Price Disclosed
ZEEKR Intelligent Technology Holding Limited set the price of its initial public offering of 21,000,000 shares of common stock at $21.00 per share, within the anticipated price range, for gross proceeds of $441 mil
Silvaco Group, Inc.10 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.33 per share (a gross spread of 7%) and a total of approximately $7.98 mil for underwriting Silvaco Group, Inc.'s IPO
Silvaco Group, Inc.10 May 24
IPO Price Disclosed
Silvaco Group, Inc. set the price of its initial public offering of 6,000,000 shares of common stock at $19.00 per share, within the anticipated price range, for gross proceeds of $114 mil
YHN Acquisition I Limited10 May 24
Registration Statement Filed
YHN Acquisition I Limited filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
YHN Acquisition I Limited10 May 24
Shares Offered Disclosed
YHN Acquisition I Limited disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share and one right to purchase 1/10 of one ordinary share
YHN Acquisition I Limited10 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.41 per unit (a gross spread of 4.1%) and a total of $2.46 mil for underwriting YHN Acquisition I Limited's IPO
YHN Acquisition I Limited10 May 24
Other IPO Related
YHN Acquisition I Limited disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Lianhe Sowell International Group Ltd10 May 24
Registration Statement Filed
Lianhe Sowell International Group Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Energys Group Limited10 May 24
Shares Offered Increased
Energys Group Limited increased the number of shares to be offered to 2,250,000 shares of common stock from 2,000,000 shares
Energys Group Limited10 May 24
Price Range Increased
Energys Group Limited increased the anticipated price range for its IPO to between $4.50 and $6.50 per share from an anticipated price range of $4.00 to $6.00 per share
ZEEKR Intelligent Technology Holding Limited09 May 24
Registration Statement Declared Effective
ZEEKR Intelligent Technology Holding Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Premium Catering (Holdings) Limited09 May 24
Registration Statement Filed
Premium Catering (Holdings) Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Nano Nuclear Energy Inc.09 May 24
Shares Offered Decreased
Nano Nuclear Energy Inc. decreased the number of shares to be offered to 2,562,500 shares of common stock from 3,000,000 shares
Nano Nuclear Energy Inc.09 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of approximately $717,500 for underwriting Nano Nuclear Energy Inc.'s IPO
Nano Nuclear Energy Inc.09 May 24
IPO Price Disclosed
Nano Nuclear Energy Inc. set the price of its initial public offering of 2,562,500 shares of common stock at $4.00 per share, within the anticipated price range, for gross proceeds of $10.25 mil
GP-Act III Acquisition Corp.08 May 24
Registration Statement Declared Effective
GP-Act III Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Proficient Auto Logistics, Inc.08 May 24
Registration Statement Declared Effective
Proficient Auto Logistics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Silvaco Group, Inc.08 May 24
Registration Statement Declared Effective
Silvaco Group, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Nano Nuclear Energy Inc.07 May 24
Registration Statement Declared Effective
Nano Nuclear Energy Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Unifoil Holdings, Inc.07 May 24
Shares Offered Decreased
Unifoil Holdings, Inc. decreased the number of shares to be offered to 2,000,000 shares of common stock from 3,000,000 shares
Unifoil Holdings, Inc.07 May 24
Price Range Decreased
Unifoil Holdings, Inc. decreased the anticipated price range for its IPO to $3.00 to $4.00 per share from $4.00 to $6.00 per share of common stock
Triller Corp.06 May 24
IPO Withdrawn
Triller Corp. withdrew its initial public offering as the company was no longer pursuing an IPO following the company's merger with AGBA Group Holding Limited
ZEEKR Intelligent Technology Holding Limited03 May 24
Shares Offered Disclosed
ZEEKR Intelligent Technology Holding Limited disclosed plans to offer 17,500,000 American Depositary Shares to the public with each ADS representing ten ordinary shares
ZEEKR Intelligent Technology Holding Limited03 May 24
Price Range Disclosed
ZEEKR Intelligent Technology Holding Limited set the anticipated price range for its IPO between $18.00 and $21.00 per American Depositary Share
Tamboran Resources Corporation03 May 24
Registration Statement Filed
Tamboran Resources Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Games Global Limited02 May 24
Shares Offered Disclosed
Games Global Limited disclosed plans to offer 14,500,000 ordinary shares in its IPO, with the company offering 6 million shares and selling shareholders selling 8.5 million shares
Games Global Limited02 May 24
Price Range Disclosed
Games Global Limited set the anticipated price range for its IPO at between $16.00 and $19.00 per share
Viking Holdings Ltd02 May 24
Shares Offered Increased
Viking Holdings Ltd increased the offering to 53,000,000 ordinary shares with the company continuing to sell 11,000,000 shares and selling shareholders now offering 42,000,000 shares
Viking Holdings Ltd02 May 24
Underwriting Discount Disclosed
The underwriters received a discount of $1.20 per share (a gross spread of 5%) and a total of approximately $77 mil for underwriting Viking Holdings Ltd's IPO
Viking Holdings Ltd02 May 24
IPO Price Disclosed
Viking Holdings Ltd set the price of its initial public offering of 64,041,668 shares of common stock at $24.00 per share, within the anticipated price range, for gross proceeds of approximately $1.537 bil
Churchill Capital Corp IX01 May 24
Registration Statement Declared Effective
Churchill Capital Corp IX's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Silvaco Group, Inc.30 Apr 24
Shares Offered Disclosed
Silvaco Group, Inc. disclosed plans to offer 6,000,000 shares of common stock in its IPO
Silvaco Group, Inc.30 Apr 24
Price Range Disclosed
Silvaco Group, Inc. set the anticipated price range for its IPO at between $17.00 and $19.00 per share
Viking Holdings Ltd30 Apr 24
Registration Statement Declared Effective
Viking Holdings Ltd's registration statement was declared effective by the Securities and Exchange Commission (SEC)
CleanCore Solutions, Inc.30 Apr 24
Underwriting Discount Disclosed
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of approximately $350,000 for underwriting CleanCore Solutions, Inc.'s IPO
CleanCore Solutions, Inc.30 Apr 24
IPO Price Disclosed
CleanCore Solutions, Inc. set the price of its initial public offering of 1,250,000 shares of Class B common stock at $4.00 per share, within the anticipated price range, for gross proceeds of $5 mil
Proficient Auto Logistics, Inc.29 Apr 24
Shares Offered Disclosed
Proficient Auto Logistics, Inc. disclosed plans to offer 14,333,333 shares of common stock in its IPO
Proficient Auto Logistics, Inc.29 Apr 24
Price Range Disclosed
Proficient Auto Logistics, Inc. set the anticipated price range for its IPO at between $14.00 and $16.00 per share
Ming Shing Group Holdings Limited29 Apr 24
Shares Offered Increased
Ming Shing Group Holdings Limited increased the number of shares to be offered to 1,500,000 ordinary shares from 1,250,000 ordinary shares
Ming Shing Group Holdings Limited29 Apr 24
Price Range Increased
Ming Shing Group Holdings Limited increased the anticipated price range for its IPO to between $5.00 and $8.00 per share from an anticipated price of $4.00 per ordinary share
DT Cloud Star Acquisition Corporation29 Apr 24
Registration Statement Filed
DT Cloud Star Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
DT Cloud Star Acquisition Corporation29 Apr 24
Shares Offered Disclosed
DT Cloud Star Acquisition Corporation disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share and one right to receive 1/7 of one share

Corporate Governance Reports

2023 Proxy Season - An Early Look at the Numbers - 04/05/2023

The 2023 proxy season is ramping up. Here’s an early look at the numbers and emerging trends. Read more

Record Month for Bylaw Amendments - 12/05/2022

Lawyers have been recommending U.S. reporting companies update their bylaws in response to the universal proxy card rules now in effect. Judging by the record number of bylaw changes filed in November, companies are heeding this advice. Read more

A Review of Notice of Exempt Solicitation Filings - 10/28/2022

ESG-focused activists are increasingly using exempt solicitation filings to get their message out, and in recent years have increasingly shifted their focus toward environmental and social issues (E&S) while also escalating the pressure on subject companies. Read more

Dual Class Sunsets - 04/13/2022

The debate over dual class share structures has been ongoing for over a century. Yet every few years, dual class structures come under increased scrutiny and criticism – usually triggered by a specific event, such as a high-profile company going public with the founder retaining a class of supervoting shares – then the increased attention fades away. Recent policy changes by proxy advisory firms begin to take effect this year, and it will be interesting to watch this proxy season and next to see if the escalated pressure on companies with dual class structures will have any material effect. Read more

Top Takeover Defense Changes of 2021 - 01/28/2022

Deal Point Data continuously monitors changes to corporate charters and bylaws and other announcements for key governance and takeover defense changes as part of our ESG research. After a unique year in which the Covid-19 pandemic upended several long term trends, 2021 largely reverted back to what we had been observing in recent years - less companies making structural takeover defense changes, lower overall governing document filings and amendments, and less poison pill activity. Read more

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..