Mergers & Acquisitions
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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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 $142.4 billion in announced deals to earn the number one ranking among legal advisers.
| Target | Acquirer | Equity Value ($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
Filing: On March 28, 2023, the Board of Directors of Hovnanian Enterprises, Inc. (the "Company") approved an amendment and restatement of the Company's by-laws (the "By-laws") principally, among other things, to add procedural and informational requirements for shareholders that intend to use Rule 14a-19 (t ... (8-K )
(DEF 14A )
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
Filing: On March 24, 2023, the Board of Directors (the "Board") of CareDx, Inc. (the "Company") approved and adopted an amendment and restatement of the Company's amended and restated bylaws (as so amended and restated, the "Amended and Restated Bylaws"), effective as of such date. The amendments effected b ... (8-K )
Filing: As per the Company's by-laws, on a Board of Directors meeting held on March 22, 2023, the Board's Nominating and Corporate Governance Committee recommended the selection of Mr. Carlos Mario Giraldo as an independent director of the Company, to serve until the next Annual Shareholders' Meeting to be ... (6-K )
(DEF 14A )
DPD Note: As part of a Cooperation Agreement with Impactive Capital LP, the company will submit a proposal to declassify the Board up for approval at the company's 2024 annual meeting. (8-K )
DPD Note: The company entered into a Cooperation Agreement with Impactive Capital LP ending a potential proxy fight (Impactive Capital will withdraw its nomination notice). Pursuant to the agreement, two new independent directors including Impactive Capital co-founder Lauren Taylor Wolfe will be appointed to the Board. The company also agreed to submit a proposal to declassify the Board to a stockholder vote. The agreement includes standstill and voting commitments. (8-K )
• Exhibit: Bylaws Amended/Restated Effective 03/12/2009 (10-K )
(DEF 14A )
Filing: On March 22, 2023, our board of directors approved and adopted amended and restated bylaws of lululemon athletica inc., effective immediately. The amendments include changes to update and enhance the procedures and disclosure requirements for stockholder nominations for the election of directors and ... (10-K )
Filing: On March 23, 2023, the Board of Directors (the "Board") of Northrim BanCorp, Inc. (the "Company") approved and adopted amendments to its Bylaws, as amended (the "Bylaws"), effective immediately. The amendments provide advance notice provisions for shareholder proposals at the Company's annual meetin ... (8-K )
Filing: As previously disclosed in the Current Report on Form 8-K filed by ProFrac Holding Corp., a Delaware corporation ("ProFrac"), with the Securities and Exchange Commission ("SEC") on January 12, 2023 and on the Definitive Information Statement on Schedule 14C filed by ProFrac with the SEC on February ... (8-K )
Filing: Information required by Item 401 of Regulation S-K is incorporated herein by reference to the section entitled "Executive Officers of the Registrant" at the end of Item I of this report; and to the section of the Ross Stores, Inc. Proxy Statement for the Annual Meeting of Stockholders to be held on ... (10-K )
Filing: On March 24, 2023, the Board of Directors (the "Board") of Teradyne, Inc. (the "Company") approved the Company's Amended and Restated Bylaws (as so amended and restated, the "Amended Bylaws"), effective as of such date. Among other matters, the Amended Bylaws update certain procedural requirements r ... (8-K )
Filing: On March 22, 2023, our board of directors adopted and approved, effective immediately, amended and restated bylaws (as amended and restated, the "Amended and Restated Bylaws") of the Company. The Amended and Restated Bylaws, among other things, revise procedures and disclosure requirements for stock ... (10-K )
• Exhibit: Poison Pill Adoption Effective 03/28/2023
• Press release: Turtle Beach Corporation Adopts Limited Duration Stockholder Rights Plan (Press Release )
(DEF 14A )
DPD Note: Initial submission and response letter issued by the staff. (SEC Website )
DPD Note: The company filed preliminary contested proxy materials for its yet to be scheduled 2023 annual meeting disclosing that on March 15, 2023, Caligan Partners LP nominated a two-person director slate for election at the meeting. (PREC14A )
Filing: On March 27, 2023, the board of directors of Cinemark Holdings, Inc. (the "Company") adopted the Company's Second Amended and Restated By-Laws, effective as of such date of adoption. The Second Amended and Restated By-Laws amended and restated the Company's prior by-laws primarily to address stockho ... (8-K )
DPD Note: Harrington Investments, Inc. filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting the company adopt a policy for a time bound phase out of its lending and underwriting to projects and companies engaging in new fossil fuel exploration and development. The proposal will be voted on at the company's April 25, 2023 annual meeting. (PX14A6G )
(DEF 14A )
DPD Note: John Chevedden filed a Notice of Exempt Solicitation on a voluntary basis requesting stockholders consider voting against the re-election of Barbara Beck, Chair of the Governance Committee, at the May 4, 2023 annual meeting citing the "biased Ecolab ballot". The company's proxy card lists Mr. Chevedden's proposal as a "Vote on a stockholder proposal regarding an independent board chair policy, if properly presented" which he believes gives the impression the proposal will not be presented and sends the message stockholders should ignore or vote against it. (PX14A6G )
DPD Note: Farallon Capital Management, L.L.C. disclosed it nominated a three-person director slate for election to the company's Board at the 2023 annual meeting. (SC 13D/A )
(DEF 14A )
Filing: Documents incorporated by reference: Certain portions of the registrant's definitive Proxy Statement relating to the registrant's Annual Meeting of Stockholders to be held on or about June 8, 2023, to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 with the Securities and ... (10-K )
(DEF 14A )
DPD Note: James McRitchie filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for his stockholder proposal requesting the company report on unadjusted median and adjusted pay gaps across race and gender globally and/ or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The proposal will be voted on at the company's April 26, 2023 annual meeting. (PX14A6G )
DPD Note: James McRitchie filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for a stockholder proposal requesting the company report on unadjusted median and adjusted pay gaps across race and gender globally and/or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The proposal was submitted by Mr. McRitchie's wife Myra Young and will be voted on at the company's April 27, 2023 annual meeting. (PX14A6G )
DPD Note: The company has scheduled the 2023 annual meeting for June 26, 2023 which is more than 30 days later than than the anniversary of the company's 2022 annual meeting held on May 26, 2022 triggering the alternative timing provision for proxy access in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of April 6, 2023 for all proposals and nominations "for inclusion in the Company's proxy statement". (8-K )
(DEF 14A )
DPD Note: NexPoint Advisors began a campaign at Paratek Pharmaceuticals with a 13D filing reporting it has held discussions with management and the board regarding pursuing strategic alternatives for the company and board representation for the firm (SC 13D )
(DEF 14A )
(DEF 14A )
(DEF 14A )
DPD Note: New York City Pension Funds filed a fourth Notice of Exempt Solicitation in support of a stockholder proposal requesting that the Board oversee a worker rights assessment. The filing includes the text of additional social media posts from the New York City Comptroller. The proposal will be voted on at the company's March 23, 2023 annual meeting. (PX14A6G )
(DEF 14A )
Filing: On March 23, 2023, in connection with a periodic review of the bylaws of TriNet Group, Inc. (the "Company"), the Board of Directors (the "Board") of the Company adopted and approved the Company's Amended and Restated Bylaws (the "Amended Bylaws"). Among other things, the amendments effected by the A ... (8-K )
DPD Note: Seventh Generation Interfaith Inc. and The Sisters of St. Francis Dubuque Charitable Trust filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for a stockholder proposal requesting a report on whether and how it the company is aligning its lobbying and policy influence activities and positions, both direct and indirect through trade associations, coalitions, alliances, and other organizations, with its public commitment to achieve net zero emissions by 2050. The proposal was submitted by The Sisters of St. Francis Dubuque and will be voted on at the company's April 25, 2023 annual meeting. (PX14A6G )
(DEF 14A )
(DEF 14A )
(6-K )
IPO Activity
Himalaya Shipping Ltd. disclosed plans to offer 7,720,000 common shares to the public
NetClass Technology Inc filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
NetClass Technology Inc disclosed plans to offer 3,750,000 Class A Ordinary Shares in its IPO
NetClass Technology Inc set the anticipated price range for its IPO at $4.00 to $5.00 per Class A Ordinary Share
YanGuFang International Group Co., Ltd. decreased the number of shares to be offered to 2,000,000 ordinary shares from 2,500,000 ordinary shares
Jin Medical International Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Jin Medical International Ltd. decreased the number of ordinary shares to be offered to 1,000,000 shares from 1,250,000 shares
TMT Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
YanGuFang International Group Co., Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CoLabs Int'l, Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CoLabs Int'l, Corp. disclosed plans to offer 1,300,000 shares of common stock to the public in its IPO
CoLabs Int'l, Corp. set the anticipated price range for its IPO at $4.00 to $5.00 per share
CDT Environmental Technology Investment Holdings decreased the number of ordinary shares to be offered to 2,000,000 shares from 3,070,000 shares
CDT Environmental Technology Investment Holdings increased the anticipated price range for its IPO to $4.00 to $5.00 per share from $4.00 per share
RVeloCITY, Inc. disclosed plans to offer 3,333,333 shares of Class A shares common stock to the public
RVeloCITY, Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share of Class A common stock
USEE ELECTRONIC COMMERCE LTD filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
USEE ELECTRONIC COMMERCE LTD set the anticipated price for its IPO at $6.66 per ordinary share
Nava Health MD, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
ParaZero Technologies Ltd. increased the number of shares to be offered to 1,950,000 ordinary shares from 1,600,000 units
ParaZero Technologies Ltd. decreased the anticipated price range for its IPO to $4.00 to $6.00 per share from $4.25 to $6.25 per unit
CBL International Limited decreased the number of ordinary shares to be offered to 3,325,000 from 3,750,000 shares
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $931,000 for underwriting CBL International Limited's IPO
CBL International Limited set the price of its initial public offering of 3,325,000 shares at $4.00 per share, which is at the low end of the anticipated price range of $4.00 to $4.80, for gross proceeds of $13.3 mil
Oak Woods Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
CBL International Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lucas GC Limited disclosed plans to offer 750,000 ordinary shares to the public
Lucas GC Limited set the anticipated price range for its IPO at $8.00 to $9.00 per share
Sezzle Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Sezzle Inc. disclosed plans to resell 117,160,590 shares of common stock by the registered shareholders; Sezzle will not received any proceeds from the sale of common shares by the registered shareholders
CaliberCos Inc. decreased the number of Class A ordinary shares to be offered to 1,200,000 shares from 1,800,000 shares
Ohmyhome Limited decreased the number of ordinary shares to be offered to 2,800,000 from 3,250,000 shares
The underwriters received a discount of $0.36 per share (a gross spread of 8%) and a total of $896,000 for underwriting Ohmyhome Limited's IPO
Ohmyhome Limited set the price of its initial public offering of 2,800,000 shares at $4.00 per share, which was at the low end of the anticipated range of $4.00 to $5.00 for gross proceeds of $11.2 mil
Four Leaf Acquisition Corporation decreased the number of units to be offered to 5,200,000 units from 6,000,000 units
CCSC Technology International Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
CCSC Technology International Holdings Limited disclosed plans to offer 2,500,000 ordinary shares to the public
CCSC Technology International Holdings Limited set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
AgiiPlus Inc. disclosed they were now offering 4,500,000 Class A ordinary shares, previously they disclosed plans to offer 8,7000,000 Class A ordinary shares
AgiiPlus Inc. increased the anticipated price range for its IPO to between $4.50 and $6.00 per share from $4.00 to $5.00 per share
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $350,000 for underwriting Mangoceuticals, Inc.'s IPO
Mangoceuticals, Inc. set the price of its initial public offering of 1,250,000 shares at $4.00 per share, which was at the anticipated price, for gross proceeds to the company of $5.0 mil
WANG & LEE GROUP, Inc. decreased the number of ordinary shares to be offered to 1,600,000 from 4,000,000 shares
WANG & LEE GROUP, Inc. increased the anticipated price for its IPO to $5.00 per share from $4.00 per share
Jayud Global Logistics Limited disclosed plans to offer 1,500,000 Class A ordinary shares to the public
Jayud Global Logistics Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
EPIEN Medical, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Ohmyhome Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Mangoceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Cortigent, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Azitra Inc. disclosed plans to offer 2,400,000 shares of common stock to the public
Azitra Inc. set the anticipated price for its IPO at $5.00 per share
Webus International Limited disclosed plans to offer 4,000,000 ordinary shares to the public
Webus International Limited set the anticipated price range for its IPO at $4.00 to $6.00 per share
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Ispire Technology Inc. disclosed that they will now offer 3,000,000 shares of common stock to the public; previously they disclosed an offering of 6,000,000 shares
Intchains Group Limited decreased the number of ADS to be offered to1,000,000 ADS from 1,250,000 ADS
The underwriters received a discount of $0.56 per share (a gross spread of 7%) and a total of $560,000 for underwriting Intchains Group Limited's IPO
Intchains Group Limited set the price of its initial public offering of 1,000,000 ADS at $8.00 per ADS, which was at the mid-point of the $7.00 to $9.00 price range, for gross proceeds of $8.0 mil
Four Leaf Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Prime Skyline Limited decreased the number of ordinary shares to be offered to 4,500,000 shares from 6,250,000 shares with Prime Skyline Limited now selling 3,298,500 shares and the selling stockholder offering 1,201,500 shares
The underwriters received a discount of $0.30 per share (a gross spread of 7.5%) and a total of $270,750 for underwriting ICZOOM Group, Inc.'s IPO
ICZOOM Group, Inc. set the price of its initial public offering of 1,500,000 shares at $4.00 per share, which was within the $4.00 to $5.00 price range, for gross proceeds of $6 mil
Chi Ko Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
NeoTV Group Limited disclosed plans to offer 6,800,000 ordinary shares to the public
NeoTV Group Limited set the anticipated price range for its IPO at $6.00 to $6.50 per share
Millennium Group International Holdings Limited decreased the number of ordinary shares to be offered to 1,250,000 from 2,000,000 shares
Intchains Group Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
AI TRANSPORTATION ACQUISITION CORP filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
AI TRANSPORTATION ACQUISITION CORP disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share, 3/4 of one redeemable warrant, and one right to receive 1/10 of one ordinary share
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $2.75 mil for underwriting AI TRANSPORTATION ACQUISITION CORP's IPO
AI TRANSPORTATION ACQUISITION CORP disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
QinHong International Group increased the anticipated price range for its IPO to $4.00 to $4.50 per share from $4.00 per share
ICZOOM Group, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Unusual Machines, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lobo EV Technologies Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Lobo EV Technologies Ltd. disclosed plans to offer 2,200,000 ordinary shares to the public
Lobo EV Technologies Ltd. set the anticipated price for its IPO at $4.00 per share
Courtside Group, Inc. (d/b/a PodcastOne) disclosed that the number of shares to be offered increased to 8,272,273 shares of common stock from 7,443,664 shares
On 03/13/2023, NYIAX, Inc. announced that the underwriter decided not to proceed with the offering; the company intends to continue to pursue an IPO or other financing alternatives
Xiao-I Corporation decreased the number of shares of common stock to be offered to 5,700,000 shares from 6,000,000 shares
The underwriters received a discount of $0.476 per share (a gross spread of 7%) and a total of $2.71 mil for underwriting Xiao-I Corporation's IPO
Xiao-I Corporation set the price of its initial public offering of 5,700,000 shares at $6.80 per ADS, which was at the low end of the $6.80 to $8.80 price range, for gross proceeds of $38.76 mil
Midori Group Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Midori Group Inc. disclosed plans to offer 3,726,709 units, with each unit consisting of one common share and one warrant
Midori Group Inc. set the anticipated price range for its IPO at $4.15 to $6.15 per unit
Origin Life Sciences, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Origin Life Sciences, Inc. disclosed plans to offer 3,000,000 shares of common stock to the public
Origin Life Sciences, Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
T1V, Inc. decreased the number of Class A common shares to be offered to 3,020,000 shares from 3,203,884 units, with no warrants now included in the offering
T1V, Inc. decreased the anticipated price range for its IPO to $4.00 to $6.00 per share from $4.15 to $6.15 per unit
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Lafayette Energy Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lafayette Energy Corp disclosed plans to offer 1,200,000 shares of common stock to the public
Lafayette Energy Corp set the anticipated price range for its IPO at $5.00 to $7.00 per share
Sunfire Acquisition Corp Limited withdrew its initial public offering as the company has determined not to proceed with its IPO
Corporate Governance Reports
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
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
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
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
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
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
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
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
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
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
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
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..