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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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
DPD Note: The company entered into a new Cooperation Agreement with Outerbridge Capital Management, LLC under which the company agreed to nominate Rory Wallace, Chief Investment Officer of Outerbridge, for election to the Board at the 2022 annual meeting. The company also agreed to separate the roles of CEO and Chair. The agreement includes standstill and voting commitments. The company and Outerbridge previously entered into a settlement ending a potential proxy fight in July 2020. That agreement was amended in July 2021 to extend the obligations of the parties under agreement for another year. (8-K )
DPD Note: At the company's June 21, 2022 annual meeting, a majority of the votes cast were withheld from one of the three of the company directors up for election at the meeting. Mark Goldberg, M.D. was elected under the company's plurality vote standard. (8-K )
DPD Note: Aviat Networks, Inc. announced it will seek to call an extraordinary general meeting of the company's stockholders for the purposes of increasing the size of the Board to nine, electing its proposed independent nominees to those seats, and removing and replacing three of the company's current directors with its own nominees. Aviat also announced it submitted an unsolicited offer to acquire all the company's outstanding shares for $2.80 per share in cash. (SC 13D )
Filing: On June 26, 2022, the Board adopted an Amendment (the "By-laws Amendment") to the Company's Amended and Restated By-laws. The By-laws Amendment, which was effective upon adoption by the Board, designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for any stockhold ... (8-K )
Filing: As set forth below in Item 5.07, at the Annual Meeting, our stockholders approved an amendment to our Certificate of Incorporation (the "Certificate of Amendment"), which amends Article V, Section 5.3 of our Certificate of Incorporation to remove a provision that states that a director may be remove ... (8-K )
Filing: The Board of Directors of the Company approved amendments to Article IX of the Company's By-Laws to allow shareholders to amend the By-Laws, which amendments became effective on June 24, 2022 after the Company's shareholders adopted and approved the related amendment to the Company's Amended and Res ... (8-K )
Filing: On June 23, 2022, the shareholders of Shoe Carnival, Inc. (the "Company") approved a proposal to amend the Company's Amended and Restated Articles of Incorporation (the "Articles of Incorporation") to allow the Company's shareholders to amend the Company's By-Laws, as disclosed in the Company's defi ... (8-K )
Filing: On June 23, 2022, the Company filed a Certificate of Amendment (the "Amendment") to its Amended and Restated Certificate of Incorporation with the Department of the Treasury of the State of New Jersey. The Amendment corrected the number of the Company's authorized shares of capital stock by increasi ... (8-K )
DPD Note: Vote results for June 21, 2022 annual meeting include a stockholder proposal to allow 10% shareholders to call special meetings that did not receive a majority of votes cast and was not approved. At the same meeting, shareholders approved a management proposal to allow 15% shareholders to call special meetings. The Board had recommended against the shareholder proposal in favor of its own proposal. (8-K )
Filing: Also on June 21, 2022, the Company's amended and restated bylaws (the "Amended and Restated By-Laws"), in the form described in the Proxy Statement, became effective. The Amended and Restated By-Laws have been amended to require that the Company call a special meeting of the stockholders on the dire ... (8-K )
Filing: On June 21, 2022 at the 2022 annual meeting of stockholders (the "Annual Meeting") of Mastercard Incorporated (the "Company"), the holders of the Company's Class A common stock, par value $0.0001 ("Class A common stock"), approved the amendment and restatement of the Company's certificate of incorpo ... (8-K )
DPD Note: Increase two-tier trigger from 7.5% to 10% and 10% to 20% for a Passive Institutional Investor; Accelerate expiration date from the first anniversary of the plan (i.e., December 27, 2022) to the date of the 2022 annual meeting (8-K )
DPD Note: The company entered into settlement agreements with each of JANA Partners LLC and Starboard Value LP under which two new independent directors were appointed to the Board. JANA and Starboard will each have certain replacement rights with respect to their director nominee. The company also agreed to amend its rights plan to increase the two-tier trigger from 7.5% to 10% and 10% to 20% for a Passive Institutional Investor. The agreements includes standstill and voting commitments. (8-K )
• Exhibit: Bylaws Amended/Restated Effective 03/31/2021 (S-8 )
DPD Note: Karen Singer began a second campaign at SeaChange International with an amended 13D (#6) critical of the company's financial performance and calling for board and executive leadership changes (SC 13D/A )
DPD Note: Vote results for June 21, 2022 annual meeting include a stockholder proposal to allow 10% holders to call special meetings that received a majority of votes cast and was approved (currently stockholders have no right to call special meetings). (8-K )
DPD Note: At the company's June 23, 2022 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: On June 24, 2022, effective as of 5:00 p.m., Eastern Time, JANA Strategic Investments Benchmark Master Fund, L.P., a Cayman Islands exempted limited partnership ("JANA"), withdrew its nomination notice (the "Nomination Notice") in connection with the 2022 annual meeting of stockholders (the "Annual ... (8-K )
DPD Note: Vote results for June 16, 2022 annual meeting include stockholder proposals to adopt a majority vote standard to elect directors (from a plurality standard) and to work toward changing the Class B holders opposition to a one-share/one-vote corporate structure (eliminate dual class voting) that failed to receive a majority of votes cast and were not approved. (8-K )
(DEF 14A )
• Press release: Applied Industrial Technologies Declares Quarterly Dividend and Announces Annual Meeting Date (Press Release )
Filing: On June 22, 2022, Clearside Biomedical, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Amendment") to increase t ... (8-K )
Filing: Also on June 22, 2022, the Board amended Article IV, Section 9 of the Corporation's bylaws to provide that a person who was not a Director on May 10, 2022 will not be eligible for nomination to a term that begins after their twelfth (12th) year of continuous service on the Board of Directors as an " ... (8-K )
Filing: On the Closing Date, in connection with the consummation of the Business Combination, New Grove filed its certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware and adopted its bylaws (the "Bylaws") (8-K )
Filing: On the Closing Date, in connection with the consummation of the Business Combination, New Grove filed its certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware and adopted its bylaws (the "Bylaws") (8-K )
DPD Note: Reincorporation in Delaware from the Cayman Islands as part of a business combination. Prior to the business combination, the company was a Cayman Islands incorporated blank check company. (8-K )
DPD Note: Land & Buildings Investment Management, LLC filed a second Notice of Exempt Solicitation related to its opposition to the company's proposed merger with Healthcare Trust of America, Inc. The filing discloses a second presentation dated June 23, 2022. (PX14A6G )
Filing: On June 23, 2022, the Board approved and adopted an amendment (the "Amendment") to the Company's Amended Regulations (the "Regulations"). The Amendment amends Article II, Section 1 of the Regulations to fix the number of Directors of the Company at 12 until the next annual meeting of shareholders to ... (8-K )
• Exhibit: Compensation and Talent Development Committee Charter (Co. Website )
• Exhibit: Corporate Governance Committee Charter (Co. Website )
DPD Note: Vote results for June 22, 2022 annual meeting include the approval of a proposal to ratify the continuation, amendment and restatement of the company's shareholder rights plan. (6-K )
DPD Note: At the company's June 16, 2022 annual meeting, a majority of the votes cast were against the re-election the lone company director nominee. Michael Franson tendered his conditional resignation from the Board as in accordance with company's Corporate Governance Principles (the company has a "plurality plus" vote standard). The company stated its belief that the large number of "withhold" votes received by Mr. Franson was primarily a result of a report issued by ISS Proxy Advisory Services Committee ("ISS") in which ISS recommended votes be "withheld" for Mr. Franson because of the lack of racial or ethnic diversity on the Board. According to ISS, Mr. Franson received such recommendation because he was the only director standing for re-election, and the recommendation was made in accordance with ISS's proxy voting guidelines, which are of general applicability and without regard to Mr. Franson individually. The Board, in consultation with the Nominating Committee, will consider Mr. Franson's conditional resignation and will publicly disclose the decision regarding the tendered resignation and the reasons therefor within ninety (90) days. (8-K )
Filing: Following the Annual Meeting of the Company, and the results thereof, as disclosed in this 8-K, the Company's Bylaws were amended as follows effective June 22, 2022 ("Amended and Restated Bylaws"). Section 2.2 was amended to include a "sunset provision" which declassifies members of the Board electe ... (8-K )
Filing: Following the Annual Meeting of Stockholders on June 22, 2022 (the "Annual Meeting") of PetIQ, Inc. (the "Company") and the results thereof, as disclosed in this 8-K, the Company's Certificate of Incorporation was amended as follows effective June 22, 2022 ("Second Amended and Restated Certificate o ... (8-K )
DPD Note: Iroquois Capital Management, LLC announced it nominated a full seven-person slate for election to the company's Board at the August 25, 2022 annual meeting. (Press Release )
Filing: Portage Biotech Inc. by action of its board of directors, amended its Memorandum of Association and Articles of Association (the "M&A") and filed an updated version thereof with the Registrar of Companies in the British Virgin Islands. The principle purposes of the changes were to remove certain pro ... (6-K )
Filing: Portage Biotech Inc. by action of its board of directors, amended its Memorandum of Association and Articles of Association (the "M&A") and filed an updated version thereof with the Registrar of Companies in the British Virgin Islands. The principle purposes of the changes were to remove certain pro ... (6-K )
Filing: At the annual meeting (the "Annual Meeting") of stockholders the Company held on June 16, 2022, the stockholders of the Company approved and adopted the Certificate of Amendment (the "Certificate of Amendment") of the Company's restated certificate of incorporation to increase the total number of sh ... (8-K )
DPD Note: Vote results for June 23, 2022 annual meeting include a stockholder proposal to eliminate supermajority vote requirements that did not receive a majority of votes cast and was not approved. (8-K )
Filing: On June 22, 2022, Allegheny Technologies Incorporated (the "Company") filed an amendment (the "Amendment") to its Certificate of Incorporation with the Secretary of State of the State of Delaware changing its name to "ATI Inc." A copy of the Amendment is filed as Exhibit 3.1 to this Current Report o ... (8-K )
Filing: On June 22, 2022, Allegheny Technologies Incorporated (the "Company") filed an amendment (the "Amendment") to its Certificate of Incorporation with the Secretary of State of the State of Delaware changing its name to "ATI Inc." A copy of the Amendment is filed as Exhibit 3.1 to this Current Report o ... (8-K )
Filing: At the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Atlas Technical Consultants, Inc. (the "Company"), held on June 9, 2022, upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders voted on and approved the amendment and restatement of t ... (8-K )
Filing: As previously disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2022, the Board approved the amendment and restatement of the Company's Bylaws, which became effective concurrently with the effectiveness of the Third A ... (8-K )
DPD Note: The company entered into a Cooperation Agreement with B. Riley Asset Management, LLC (BRAM) ending a potential proxy fight (BRAM will withdraw its nomination letter submitted on April 29, 2022 ). Pursuant to the agreement, Wesley C. Cummins, President of B. Riley Asset Management, was appointed to the Board. The agreement includes standstill and voting commitments. (8-K )
DPD Note: At the company's June 16, 2022 annual meeting, a majority of the votes cast were withheld from two of the eleven company directors up for election at the meeting. Chelsea Clinton and Craig Jacobson were each elected under the company's plurality vote standard. (8-K )
Filing: As previously announced, at the Annual Meeting of Stockholders of Fortinet, Inc. ("Fortinet") held on June 17, 2022 (the "Annual Meeting"), Fortinet's stockholders approved an amended and restated certificate of incorporation for Fortinet (the "Restated Certificate") in order to implement a five-for ... (8-K )
Filing: Effective as of the Effective Date, and pursuant to the Scheme of Arrangement, the new memorandum and articles of association (together, the "New Articles of Association") were adopted, which replaced and superseded the prior Amended and Restated Memorandum and Articles of Association (together, the ... (8-K )
Filing: Effective as of the Effective Date, and pursuant to the Scheme of Arrangement, the new memorandum and articles of association (together, the "New Articles of Association") were adopted, which replaced and superseded the prior Amended and Restated Memorandum and Articles of Association (together, the ... (8-K )
Filing: The 2022 Annual Meeting of Stockholders for Marathon Digital Holdings, Inc. (the "Company") scheduled for June 24, 2022 has been postponed due to a lack of a quorum. The meeting will be rescheduled for a date yet to be determined by the Board of Directors. The Board of Directors will establish a new ... (8-K )
• Exhibit: Nominating & ESG Committee Charter (Co. Website )
• Press release: NextGen Healthcare Announces Date for 2022 Annual Meeting of Shareholders (Press Release )
(DEF 14A )
Filing: 3. A proposal to approve an amendment to the Company's certificate of incorporation, as amended (the "Charter"), to increase the total number of shares of common stock the Company is authorized to issue by 100,000,000 shares, from 150,000,000 shares to 250,000,000 shares. The amendment to the Charte ... (8-K )
DPD Note: At the company's May 16, 2022 annual meeting (reconvened on June 21, 2022), a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: Consistent with its previously disclosed intent, on June 15, 2022, Pennsylvania Real Estate Investment Trust (the "Company"), filed an amendment to the Trust Agreement (such amendment, the "Trust Agreement Amendment") with the Commonwealth of Pennsylvania, to effectuate a reverse share split of its ... (8-K )
DPD Note: Vote results for May 18, 2022 (adjourned and reconvened on June 21, 2022) annual meeting include a company proposal to amend the charter to declassify the Board that was not approved (78% of the outstanding shares voted for the proposal but not the 80% required for approval). (8-K )
DPD Note: Vote results for June 22, 2022 annual meeting include the approval of the continuation, amendment and restatement of the company's shareholder rights plan. (6-K )
Filing: On June 14, 2022, the Board of Directors (the "Board") of 4D Molecular Therapeutics, Inc. (the "Company") amended and restated the Company's current amended and restated bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws were amended to, among other revisions, include langua ... (8-K )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
DPD Note: Vote results for June 21, 2022 annual meeting include the reconfirmation of the company's Amended and Restated Shareholder Rights Plan. (6-K )
DPD Note: The company entered into a Cooperation Agreement with Cable Car Capital LLC (CCC) under which CCC managing member Jacob Ma-Weaver was appointed to the Board and the Special Committee previously announced on April 18, 2022. The company and CCC will also initiate a process to identify a mutually acceptable second independent director to join the company's slate of director nominees standing for election at the 2022 annual meeting. The agreement also includes a standstill provision. CCC had previously called for the company to consider measures to preserve shareholder value including reducing operating expenses, ending plans for additional clinical trials and product development and to explore all strategic alternatives for the company. (8-K )
Filing: On June 17, 2022, Arcimoto, Inc. (the "Company") called to order its 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"). At the 2022 Annual Meeting, there were not present or represented by proxy a sufficient number of shares of the Company's common stock in order to a constitute quorum ... (8-K )
Filing: As described below in Item 5.07 of this Current Report on Form 8-K and in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 5, 2022 (the "Proxy Statement"), at the Annual Meeting, the Company's shareholders voted to approve an amendment (the "Supermajo ... (8-K )
Filing: As described below in Item 5.07 of this Current Report on Form 8-K and in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 5, 2022 (the "Proxy Statement"), at the Annual Meeting, the Company's shareholders voted to approve an amendment (the "Supermajo ... (8-K )
DPD Note: Lawrence B. Seidman began a campaign at Blue Foundry appealing to the company to defer equity-based awards until investor returns improve and urging stockholders to vote against any management proposal granting board authority to proceed with the plan (PX14A6G )
DPD Note: Lawrence Seidman filed a Notice of Exempt Solicitation urging fellow stockholders to vote against the company's proposal to its approve stock-based benefit plans at the 2022 annual meeting citing the need to improve company performance before rewarding Senior Management and Directors. (PX14A6G )
Filing: On June 17, 2022, following the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Byrna Technologies Inc. (the "Company"), the Company filed a Certificate of Amendment (the "Charter Amendment") to its Certificate of Incorporation with the Secretary of State for the State of Delaware. The ... (8-K )
DPD Note: JEC Capital began a campaign at Catalyst Biosciences acknowledging ongoing discussions with management and urging the board to promptly begin returning excess cash to shareholders prior to the expected liquidation of the company (SC 13D )
IPO Activity
Genelux Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SK Growth Opportunities Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Magic Empire Global Limited decreased the anticipated price for its IPO to $4.00 per share from $4.00 to $5.00 per share
Intchains Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Virax Biolabs Group Limited increased the number of Class A ordinary shares to be offered to 1,350,000 from 1,200,000 shares
Lionheart IV Corp withdrew its initial public offering as the company has determined it no longer wishes to pursue an IPO
Lamar Partnering Corporation withdrew its initial public offering as the company has determined to no longer pursue an IPO
WANG & LEE GROUP, Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
WANG & LEE GROUP, Inc. disclosed plans to offer 5,000,000 ordinary shares to the public
WANG & LEE GROUP, Inc. set the anticipated price for its IPO at $4.00 per share
Atour Lifestyle Holdings Limited has filed a registration statement amendment that removes all previous references to the number of shares to be issued in the IPO and the anticipated price range
Ocean Capital Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Ocean Capital Acquisition Corporation disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share, one-half of one redeemable warrant, and one right to receive one-tenth (1/10) of one ordinary share
The underwriters received a discount of $0.30 per unit (a gross spread of 3%) and a total of $1.8 mil for underwriting Ocean Capital Acquisition Corporation's IPO
Ocean Capital Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Leonardo DRS, Inc. entered into a definitive agreement to merge with RADA Electronic Industries Ltd. whereby upon completion of the transaction, Leonardo DRS would become a publicly traded company
Ivanhoe Electric Inc. disclosed plans to offer 14,388,000 shares of common stock to the public
Ivanhoe Electric Inc. set the anticipated price range for its IPO at $11.75 to $12.00 per share
Heart Test Laboratories, Inc. decreased the number of common shares to be offered to 1,500,000 shares from 1,750,000 shares
The underwriters received a discount of $0.34 per share (a gross spread of 8%) and a total of $510,000 for underwriting Heart Test Laboratories, Inc.'s IPO
Heart Test Laboratories, Inc. set the price of its initial public offering of 1,500,000 shares at $4.25 per share, which is 5.6% below the low end of its $4.50 to $5.50 price range, for gross proceeds of $6.375 mil
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
Lytus Technologies Holdings PTV. LTD. decreased the number of units to be offered to 2,609,474 units from 3,246,754 common shares
The underwriters received a discount of $10.38 per share (a gross spread of 7%) and a total of $991,600 for underwriting Lytus Technologies Holdings PTV. LTD.'s IPO
Lytus Technologies Holdings PTV. LTD. set the price of its initial public offering of 2,609,474 units at $4.75 per share, which was within the $4.75 to $6.74 price range, for gross proceeds of $12.395 mil
Bausch Health Companies announced that it was suspending its previous plan to pursue an IPO of its Solta Medical subsidiary given the challenging market conditions and other factors
Dorchester Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Dorchester Capital Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8,250,000 for underwriting Dorchester Capital Acquisition Corp.'s IPO
Dorchester Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Feutune Light Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Starbox Group Holdings Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Starbox Group Holdings Ltd. disclosed plans to offer 5,000,000 ordinary shares to the public
Starbox Group Holdings Ltd. set the anticipated price range for its IPO at $4.00 to $5.00 per share
OptMed, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lytus Technologies Holdings PTV. LTD.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Heart Test Laboratories, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Hempacco Co., Inc. disclosed plans to offer 3,000,000 common shares to the public
Hempacco Co., Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Onfolio Holdings Inc. decreased the number of units to be offered to 1,700,000 units from 2,857,143 units
Onfolio Holdings Inc. decreased the anticipated price range for its IPO to between $4.50 to $5.50 per share from $4.25 to $6.25 per share
Pono Capital Two, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pono Capital Two, Inc. disclosed plans to offer 10.000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $5,000,000 for underwriting Pono Capital Two, Inc.'s IPO
Pono Capital Two, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Forest Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Forest Acquisition Corp disclosed plans to offer 6,600,000 units, with each unit consisting of one ordinary share, one right to receive one-tenth (1/10) of an ordinary share, and one redeemable warrant to purchase one-half of one ordinary share
The underwriters received a discount of $0.45 per share (a gross spread of 4.5%) and a total of $2,970,000 for underwriting Forest Acquisition Corp's IPO
Forest Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Black Dragon Acquisition Corp. I withdrew its initial public offering as the company no longer intends to pursue an IPO
LeeWay Services, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Nano Labs Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Warrantee Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Warrantee Inc. disclosed plans to offer 2,142,857 American Depositary Shares (ADS) with each ADS representing one common share
Warrantee Inc. set the anticipated price range for its IPO at $6.00 to $8.00 per ADS
Freestone Acquisition Corp withdrew its initial public offering as the company has determined to no longer pursue an IPO
Acri Capital Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Phoenix Motor Inc. decreased the number of common shares to be offered to 2,100,000 shares from 2,500,000 shares
The underwriters received a discount of $0.525 per share (a gross spread of 7%) and a total of $1.1 mil for underwriting Phoenix Motor Inc.'s IPO
Phoenix Motor Inc. set the price of its initial public offering of 2,100,000 shares at $7.50 per share, which was within the $7.00 to $9.00 price range, for gross proceeds of $15.75 mil
Soulgate Inc. withdrew its initial public offering as the company has determined not to proceed with an IPO at this time
Oxeia Biopharmaceuticals, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO
Virax Biolabs Group Limited disclosed plans to offer 1,200,000 Class A ordinary shares to the public
Virax Biolabs Group Limited set the anticipated price for its IPO at $5.00 per share
Phoenix Motor Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Heart Test Laboratories, Inc. disclosed plans to offer 1,750,000 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock
Heart Test Laboratories, Inc. set the anticipated price range for its IPO at $4.50 to $5.50 per share
Mobilicom Limited disclosed plans to offer 2,150,538 American Depositary Shares (ADS) with each ADS representing 150 ordinary shares
Qomolangma Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Qomolangma Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one share of common stock, one right to receive 1/10 of one share of common stock, and one redeemable warrant
The underwriters received a discount of $0.575 per share (a gross spread of 5.75%) and a total of $2,875,000 for underwriting Qomolangma Acquisition Corp.'s IPO
Qomolangma Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
SaverOne 2014 Ltd. increased the number of units to be offered to 2,941,918 units from 2,241,379 units
The underwriters received a discount of $0.2891 per share (a gross spread of 7%) and a total of $910,723 for underwriting SaverOne 2014 Ltd.'s IPO
SaverOne 2014 Ltd. set the price of its initial public offering of 2,941,918 units at $4.13 per share
Shuttle Pharmaceuticals Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Shuttle Pharmaceuticals Holdings, Inc. disclosed plans to offer 3,000,000 shares of common stock to the public with Shuttle selling 2,750,000 shares and selling shareholders offering 250,000 shares
Shuttle Pharmaceuticals Holdings, Inc. set the anticipated price range for its IPO at $4.50 to $5.00 per share
BioLife4D Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intuity Medical, Inc. withdrew its initial public offering as the company has determine to no longer pursue an IPO
SaverOne 2014 Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Strawberry Fields REIT, Inc. withdrew its initial public offering citing unfavorable market conditions
NYIAX, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
NYIAX, Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share
Mobiv Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Mobiv Acquisition Corp disclosed plans to offer 10,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant to acquire one share of Class A common stock
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $5,000,000 for underwriting Mobiv Acquisition Corp's IPO
Mobiv Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Adamas One Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
The underwriters received a discount of $0.35 per share (a gross spread of 7%) and a total of $1.75 mil for underwriting Zhong Yang Financial Group Limited's IPO
Zhong Yang Financial Group Limited set the price of its initial public offering of 5,000,000 shares at $5.00 per share, which was within the $5.00 to $6.00 price range, for gross proceeds of $25 mil
Mindset Growth Opportunities I Corp. withdrew its IPO as the company no longer intends to pursue an IPO
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
Yoshiharu Global Co. decreased the number of shares to be offered to 3,500,000 shares from 4,000,000 units, will now be issuing Class A common shares instead of units that included warrants
Zhong Yang Financial Group Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Phoenix Acquisition Limited increased the number of units to be offered to 6,000,000 units from 4,000,000 units
Inkstone Feibo Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Inkstone Feibo Acquisition Corporation disclosed plans to offer 6,000,000 units, with each unit consisting of one share of common stock and one-half of one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $3,300,000 for underwriting Inkstone Feibo Acquisition Corporation's IPO
Corporate Governance Reports
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..