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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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 has scheduled the 2023 annual meeting for April 26, 2023 which is more than 30 days earlier than the anniversary of the company's 2022 annual meeting held on June 24, 2022 triggering the alternative timing provision in the company's advance notice bylaws. The company provided a new deadline of February 6, 2023 for non-14a-8 proposals and nominations. (8-K )
Filing: On January 26, 2023, the Board of Directors (the "Board") of Ambac Financial Group, Inc. ("AFG") approved certain amendments to AFG's By-laws (the "By-laws"), effective as of such date. The amendments are set forth in Amended and Restated By-laws approved by the Board (the "Amended and Restated By-l ... (8-K )
(DEF 14A )
Filing: On January 26, 2023, the Board of Directors (the "Board") of Charge Enterprises, Inc. (the "Company") amended and restated the Company's amended and restated bylaws (the "Bylaws") to include provisions permitting the Board to appoint a Lead Independent Director in certain circumstances (Article II, ... (8-K )
Filing: On January 26, 2023, in connection with a periodic review of the bylaws of Ciena Corporation ("Ciena") the Board of Directors (the "Board") of Ciena adopted and approved Ciena's Amended and Restated Bylaws (the "Amended Bylaws"). Among other things, the amendments effected by the Amended Bylaws: * E ... (8-K )
• Press release: Gorman-Rupp Company Declares Cash Dividend, Announces Date of the Annual Meeting of Shareholders, and Announces Board of Director Change (Press Release )
Filing: On January 25, 2023, based on the recommendation of the nominating and ESG committee of the Board of Directors (the "Board") of HubSpot, Inc. (the "Company"), in connection with the new Securities and Exchange Commission rules and changes to the Securities Exchange Act of 1934, as amended (the "Exch ... (8-K )
Filing: On January 25, 2023, the Board of Directors of Kyndryl Holdings, Inc. (the "Company") approved and adopted Amended and Restated Bylaws (as so amended and restated, the "Amended Bylaws") effective as of such date. The amendments effected by the Amended Bylaws include: ● updates of provisions relating ... (8-K )
Filing: On January 25, 2023, the Board of Directors of Lazydays Holdings, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws, effective immediately, to incorporate provisions regarding a lead independent director, and other related changes (8-K )
Filing: On January 24, 2023, the Board of Directors of MGIC Investment Corporation (the "Corporation") approved amendments to its Amended and Restated Bylaws. Below is a brief description of the substantive amendments. *Section 2.10 (Proxies) was amended to require that any shareholder soliciting proxies mu ... (8-K )
Filing: Adoption of Rights Plan On January 25, 2023, the Board of Directors (the "Board") of Nano Dimension Ltd., a company incorporated under the laws of the State of Israel (the "Company," "us," "we" or "Nano"), adopted a rights plan (the "Rights Plan") to protect the interests of the Company's shareholde ... (6-K )
Filing: On January 25, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of the bylaws of NanoString Technologies, Inc. (the "Company") ... (8-K )
Filing: On January 25, 2023, our Board of Directors approved and adopted an amendment and restatement of our bylaws (as so amended, the "Amended and Restated Bylaws"), which became immediately effective. Among other things, the amendments contained in the Amended and Restated Bylaws: ● Address the universal ... (10-Q )
Filing: On January 27, 2023, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.24 per common share, payable on February 24, 2023 to stockholders of record on February 10, 2023. In addition, the Company announced that its Annual Meeting of Stockholders will be held on ... (8-K )
DPD Note: The cooperation agreement between Salesforce and ValueAct Capital Management was the first public disclosure that the parties were discussing company matters and board representation (8-K )
Filing: Appointment of New Directors On January 27, 2023, the Board appointed Arnold Donald, Sachin Mehra and Mason Morfit as directors of the Company, effective as of March 1, 2023. There are no arrangements or understandings between Mr. Donald, Mr. Mehra or Mr. Morfit (other than as set forth below) and a ... (8-K )
Filing: On January 25, 2023, the Board of Holdings approved the Tenth Amended and Restated Bylaws of Holdings (the "Bylaws"), effective as of January 25, 2023, which, among other things: · require a stockholder that provides notice of its intent to nominate an individual to the Board pursuant to the univers ... (8-K )
Filing: On January 26, 2023, the Board of Directors (the "Board") of VirnetX Holding Corporation (the "Company") approved the Company's Amended and Restated Bylaws (the "Amended Bylaws"), effective January 26, 2023. The Amended Bylaws supersede and replace the Company's bylaws in effect immediately prior to ... (8-K )
Filing: On January 26, 2023, in connection with the effectiveness of new Securities and Exchange Commission (the "SEC") rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of the bylaws of Workday, Inc. ("Workday"), the Bo ... (8-K )
Filing: Effective as of January 25, 2023, the board of directors (the "Board") of Agile Therapeutics, Inc. (the "Company") adopted amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of January 25, 2023, to, among other things, reduce the number of holders of shares of outst ... (8-K )
Filing: On January 24, 2023, in connection with the recent effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the "DGCL"), and a periodic review of the bylaws of Alpine Immune Sciences, Inc. (the "Com ... (8-K )
Filing: On January 23, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the "Charter Amendment") to its Restated Certificate of Incorporation, as amended, to change the legal name of the Company from Blucora, Inc. to Avantax, Inc., effective as of 12:0 ... (8-K )
Filing: The Board also approved an amendment and restatement of the Company's Amended and Restated Bylaws (the "Old Bylaws" and, as amended and restated, the "Amended and Restated Bylaws") reflecting the name change, effective as of the Effective Time. No other changes were made to the Old Bylaws (8-K )
Filing: On January 25, 2023, the Board of Directors (the "Board") of the Company approved an amendment to the Company's amended by-laws (the "Bylaws") to, among other things, ensure nominating shareholders comply with solicitation and notice requirements under the Universal Proxy Rules by; (1) adding a spec ... (8-K )
DPD Note: Accelerate expiration date from October 17, 2025 to January 25, 2023 (8-K )
DPD Note: The company entered into a cooperation and support agreement with Alexander C. Kinzler and MRMP-Managers LLC/Ned L. Sherwood ending a potential proxy fight at the 2023 annual meeting (the MRMP group previously disclosed their intention to run a proxy contest for full control of the Board at the 2023 annual meeting). Pursuant to the Agreement, the company agreed to appoint two new independent directors, Joshua Horowitz and Laurance Narbut, for election to the Board. The agreement also calls for the company to terminate its NOL rights plan. The agreement includes standstill and voting commitments. (8-K )
Filing: On January 24, 2023, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of the bylaws of BancShares, the Board of Directors of BancShares (the "Board") adopted and approved amended and restated bylaws (the "Amended and Restated B ... (8-K )
• Press release: FMC Corporation Announces Date of 2023 Annual Meeting of Stockholders (Press Release )
Filing: On January 26, 2023, Lakeland Industries, Inc. ("Lakeland" or the "Company") issued a press release, attached hereto as Exhibit 99.1, announcing that Christopher J. Ryan, Executive Chairman of the Board, will step down from his role as Executive Chairman, effective January 31, 2023. Mr. Ryan will re ... (8-K )
Filing: On January 24, 2023, the Board of Directors of the Company approved and adopted amendments (the "Amendments") to the Second Amended and Restated Bylaws of the Company (as amended, the "Second Amended and Restated Bylaws"). The Amendments address the new universal proxy rules under Rule 14a-19 of the ... (8-K )
Filing: On January 26, 2023, Marker Therapeutics, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect a one-for-ten (1-for-10) reverse stock split (the "Reverse Stock S ... (8-K )
DPD Note: The company has scheduled the 2023 annual meeting for May 16, 2023 which is more than 30 days earlier than the anniversary of the company's 2022 annual meeting held on June 29, 2022 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company provided a new deadline of February 15, 2023 for all proposals and nominations. (8-K )
Filing: Proxy Statement for McCormick's March 29, 2023 Annual Meeting of Stockholders (the "2023 Proxy Statement") (10-K )
DPD Note: Morgan Dempsey Capital began a campaign at Polished.com calling on the board to sell the company to a strategic buyer following the reputational harm inflicted on the enterprise, as detailed in the internal investigation report (SC 13D )
Filing: On January 23, 2023, the Board of Directors (the "Board") of Steel Dynamics, Inc. (the "Company") approved an amendment (the "Amendment") to the Company's Amended and Restated Bylaws (as amended, the "Bylaws") that became effective immediately upon approval by the Board. The Amendment (i) amends Sec ... (8-K )
Filing: On January 24, 2023, the Board of Directors (the "Board") of UMB Financial Corporation (the "Company") approved revised Bylaws (as amended, the "Bylaws") to: (i) add flexibility in setting shareholder meetings, including with respect to expressly including virtual meetings; (ii) allow shareholders o ... (8-K )
• Press release: Voya Financial announces details of annual meeting of stockholders (Press Release )
Filing: On January 23, 2023, in connection with the new SEC rules regarding universal proxy cards and a periodic review of our bylaws, our Board of Directors adopted and approved amended and restated bylaws (the Amended and Restated Bylaws), which became effective the same day. Among other things, the Amend ... (10-Q )
Filing: On January 24, 2023, the board of directors (the "Board") of AgEagle Aerial Systems Inc. (the "Company") approved and adopted the Second Amended and Restated Bylaws (the "Amended Bylaws") which became effectively immediately. The Amended Bylaws, among other things, lowered the quorum requirement for ... (8-K )
Filing: On January 19, 2023, following the consummation of the Merger, the Registrant filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware changing the corporate name of the Registrant to "Ayala Pharmaceuticals, Inc." as a ... (8-K )
• Press release: Brookline Bancorp, Inc. Announces 2023 Virtual Annual Meeting Information (Press Release )
Filing: On January 24, 2023, Canoo Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment to Paragraph A of Article IV of the Company's Second Amended and Restated Certificate of Incorporation to increase ... (8-K )
Filing: On January 25, 2023, the Company also announced that its annual meeting of stockholders will be held on June 7, 2023 (8-K )
Filing: On January 19, 2023, the Board of Directors (the "Board") of Modine Manufacturing Company (the "Company") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated ... (8-K )
DPD Note: The Stilwell Group disclosed it intends to nominate Rodney H. Blackwell for election to the company's Board at the 2023 annual meeting citing its belief that management and the directors have ill served the stockholders, and the company should explore all possibilities to maximize stockholder value. Stilwell Group also waged an unsuccessful proxy fights to elect one director nominee at the company's 2021 and 2022 annual meetings. (SC 13D/A )
(DEF 14A )
Filing: As previously disclosed, Philip A. Norcross submitted to Republic First Bancorp, Inc. (the "Company") a purported nomination notice (the "Purported Nomination Notice") indicating an intention to nominate one director candidate for election to the Company's board of directors at the Company's 2022 an ... (8-K )
Filing: 3 Adoption of the Company's Third Amended and Restated Certificate of Incorporation The Board recommends that you vote FOR the adoption of the Third Amended and Restated Certificate of Incorporation. In this Proposal 3, the Board is asking stockholders to adopt the Third Amended and Restated Ce ... (8-K )
Filing: On January 20, 2023, in connection with the universal proxy rules adopted by the U.S. Securities and Exchange Commission and related requirements (the "Universal Proxy Rules") and a periodic review of the Bylaws of Tiptree Inc. ("Tiptree"), the Board of Directors (the "Board") of Tiptree amended and ... (8-K )
Filing: On January 24, 2023, the Board of Directors (the "Board") of V.F. Corporation (the "Company") amended and restated the Company's Amended and Restated By-Laws (as amended and restated, the "By-Laws"), effective immediately. The amendments effected by the By-Laws: * address Rule 14a-19 promulgated und ... (8-K )
DPD Note: Definition of Acquiring Person amended to add an exception for 4.9% holders resulting from the exercise of subscription rights granted to holders as part of a rights offering (8-K )
Filing: Amendment to Rights Agreement and Waiver Agreement On January 23, 2023, the Company entered into Amendment No. 3 to the Amended and Restated Rights Agreement, dated August 17, 2020 (as amended by Amendment No. 1, dated August 12, 2021, and Amendment No. 2, dated August 10, 2022, as amended the "Righ ... (8-K )
Filing: Portions of the Bassett Furniture Industries, Incorporated definitive Proxy Statement for its 2022 Annual Meeting of Stockholders to be held March 8, 2023, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 (the "Proxy Stateme ... (10-K )
Filing: On January 20, 2023, The Duckhorn Portfolio, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of ... (8-K )
DPD Note: The company filed a revised definitive proxy statement related to its 2023 annual meeting that updated the 14a-8 deadline for the 2024 annual to September 26, 2023 from the September 22, 2023 date disclosed in the original definitive proxy statement. (DEFR14A )
Filing: On January 23, 2023, in connection with a periodic review of the bylaws of Express, Inc. (the "Company"), the Board of Directors (the "Board") of the Company adopted amended and restated bylaws (as amended, the "Amended and Restated Bylaws"), effective immediately. Among other things, the amendments ... (8-K )
Filing: On January 19, 2023, our Board of Directors approved and adopted Amendment No. 2 to the Second Amended and Restated Bylaws (the "Bylaws") of J.B. Hunt Transport Services, Inc. ("we" or the "Company"), effective immediately. Amendment No. 2 to the Bylaws updates the advance notice of shareholder nomi ... (8-K )
• Exhibit: Human Resource and Compensation Committee Charter (Co. Website )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Filing: On January 18, 2023, the Board of KMI amended and restated KMI's Bylaws, effective immediately (as so amended and restated, the "Bylaws"), to conform the Bylaws to the Securities and Exchange Commission's universal proxy rules contained in Rule 14a-19 under the Securities Exchange Act of 1934, and c ... (8-K )
DPD Note: Initial submission, subsequent letter from the company informing the staff that the proponent withdrew the proposal, and response letter issued by the staff acknowledging the withdrawal. (SEC Website )
DPD Note: The company entered into a Cooperation Agreement with Corvex Management LP whereby James H. Gemmel, a partner at the firm, will be appointed to the board subject to FERC approval. The agreement includes standstill and voting commitments. In a previous 13D filing, Corvex disclosed that it intends to hold discussions with management on ways to improve financial performance and on additional strategic alternative options available to the company. (8-K )
Filing: Effective as of January 23, 2023, the Board of Directors (the "Board") of Opendoor Technologies Inc. (the "Company") approved and adopted an amendment and restatement of the Company's bylaws (as so amended, the "Bylaws"). Among other things, the amendments effected by the Bylaws: * address the unive ... (8-K )
DPD Note: Initial submission. (SEC Website )
Filing: Items 10 (as to directors and Delinquent Section 16(a) Reports (if any)), 11, 12 (as to Beneficial Ownership), 13 and 14 of Part III incorporate by reference information from the registrant's proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation ... (10-K )
• Exhibit: Bylaws Amended/Restated Effective 10/26/2022 (10-K )
• Press release: Texas Pacific Land Corporation to Further Adjourn 2022 Annual Meeting of Stockholders (Press Release )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
DPD Note: Initial submission and additional correspondence. (SEC Website )
DPD Note: Arjuna Capital filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its stockholder proposal requesting the company report on median pay gaps across race and gender. The proposal will be voted on at the company's March 10, 2023 annual meeting. (PX14A6G )
DPD Note: Blucora announced the beginning of a campaign by Engine Capital with a press release disclosing the activist has nominated one individual for election to the company's board at the 2023 annual meeting (8-K )
IPO Activity
C&W Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Twelve Seas Investment Company IV TMT withdrew its initial public offering because the offering of securities currently is not in the best interests of the company
Brera Holdings PLC's registration statement was declared effective by the Securities and Exchange Commission (SEC)
TXO Energy Partners, L.P.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
The underwriters received a discount of $0.42 per share (a gross spread of 7%) and a total of $1,050,000 for underwriting Genelux Corporation's IPO
Genelux Corporation set the price of its initial public offering of 2,500,000 shares at $6.00 per share, which was at the low end of the $6.00 to $7.00 anticipated price range, for gross proceeds of $15 mil
Mangoceuticals, Inc. decreased the anticipated price for its IPO to $4.00 per share from a range of $3.00 to $5.00 per share
Neuraxis, Inc. disclosed plans to offer 1,875,000 shares of common stock to the public
Neuraxis, Inc. set the anticipated price range for its IPO at $7.00 to $9.00 per share
Hanryu Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Shengfeng Development Limited disclosed they were now offering 5,000,000 Class A ordinary shares, previously they disclosed plans to offer 8,000,000 Class A ordinary shares
Shengfeng Development Limited increased the anticipated price for its IPO to $5.00 per Class A ordinary share from a range of $4.00 to $5.00 per Class A ordinary share
Genelux Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
The underwriters received a discount of $1.0625 per ADS (a gross spread of 8.5%) and a total of $3.45 mil for underwriting QuantaSing Group Limited's IPO
QuantaSing Group Limited set the price of its initial public offering of 3,250,000 ADSs at $12.50 per ADS, which was at the midpoint of the $11.50 $13.50 anticipated price range, for gross proceeds to the company of $40.625 mil
QuantaSing Group Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
T1V, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
T1V, Inc. disclosed plans to offer 3,203,884 units, with each unit consisting of one share of Class A common stock and one warrant to purchase one share of Class A common stock
T1V, Inc. set the anticipated price range for its IPO at $4.15 to $6.15 per unit
The underwriters received a discount of $0.35 per share (a gross spread of 7%) and a total of $490,000 for underwriting Cadrenal Therapeutics, Inc.'s IPO
Cadrenal Therapeutics, Inc. set the price of its initial public offering of 1,400,000 shares at $5.00 per share, which was in line with the $5.00 anticipated price, for gross proceeds of $7 mil
New Ruipeng Pet Group Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Constitution Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
VIKASA SPAC Series I Acquisition Corp. withdrew its initial public offering 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
Enlight Renewable Energy Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
SolarJuice Co., Ltd. disclosed plans to offer 2,500,000 ordinary shares to the public in its IPO
SolarJuice Co., Ltd. set the anticipated price range for its IPO at $7.00 to $9.00 per ordinary share
Cadrenal Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Cetus Capital Acquisition Corp. decreased the number of units to be offered to 5,000,000 units from 6,000,000 units, with each unit consisting of one share of Class A common stock, one warrant, and one right to purchase 1/6 of one share
The underwriters will now receive a discount of $0.45 per unit (a gross spread of 4.5%) and a total of $2.25 mil for underwriting Cetus Capital Acquisition Corp.'s IPO
CaliberCos Inc. decreased the anticipated price for its IPO to $5.00 per share of Class A common stock from a range of $5.00 to $6.00 per share
Vector Acquisition Corporation IV withdrew its initial public offering without providing a reason
Vector Acquisition Corporation III withdrew its initial public offering without providing a reason
5G Edge Acquisition Corp. withdrew its initial public offering as the company has elected to abandon its IPO
TXO Energy Partners, L.P. disclosed plans to offer 5,000,000 common units, representing limited partner interests, to the public in its IPO
TXO Energy Partners, L.P. set the anticipated price range for its IPO at $19.00 to $21.00 per common unit
Top KingWin Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Top KingWin Ltd disclosed plans to offer 3,000,000 class A ordinary shares in its IPO
Top KingWin Ltd set the anticipated price range for its IPO at $4.00 to $5.00 per class A ordinary share
PishPosh, Inc. increased the number of shares to be offered to 1,742,618 shares from 1,662,618 shares
Mineralys Therapeutics, Inc. 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 $0.525 mil for underwriting MGO Global Inc.'s IPO
MGO Global Inc. set the price of its initial public offering of 1,500,000 shares at $5.00 per share, which was at the $5.00 anticipated price, for gross proceeds to the company of $7.5 mil
Squarex Pharmaceutical Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
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
Hesai Group filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Interactive Strength Inc. (d/b/a Forme) filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Intensity Therapeutics, Inc. decreased the number of common shares to be offered to 1,777,778 from 2,222,222 shares
Ultimax Digital, Inc. increased the number of shares of common stock to be offered to 3,750,000 shares, with Ultimax now selling 1,875,000 shares and selling shareholders now offering 1,875,000 shares
Mangoceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Mangoceuticals, Inc. disclosed plans to offer 1,250,000 shares of common stock to the public
Mangoceuticals, Inc. set the anticipated price range for its IPO at $3.00 to $5.00 per share
QuantaSing Group Limited disclosed plans to offer 3,250,000 American Depositary Shares (ADS) with each ADS representing three Class A ordinary shares
QuantaSing Group Limited set the anticipated price range for its IPO at $11.50 to $13.50 per ADS
Nextracker Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Skyward Specialty Insurance Group, Inc. increased the number of shares of common stock to be offered to 8,952,383 shares from 8,500,000 shares, with the company continuing to offer 4,750,000 and the selling shareholders now offering 4,202,383 shares
The underwriters received a discount of $1.05 per share (a gross spread of 7%) and a total of $9.4 mil for underwriting Skyward Specialty Insurance Group, Inc.'s IPO
Skyward Specialty Insurance Group, Inc. set the price of its initial public offering of 8,952,383 shares at $15.00 per share, which was at the midpoint of the $14.00 to $16.00 anticipated price range, for gross proceeds to the company of $134.3 mil
Opti-Harvest, Inc. disclosed plans to offer 2,000,000 shares of common stock in its IPO
Opti-Harvest, Inc. set the anticipated price range for its IPO at $3.50 to $4.50 per share
RVeloCITY, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Earlyworks Co., Ltd. disclosed plans to offer 1,200,000 American Depositary Shares (ADS) with each ADS representing one ordinary share
Earlyworks Co., Ltd. set the anticipated price range for its IPO at $4.00 to $6.00 per ADS
MGO Global Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Israel Acquisitions Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Skyward Specialty Insurance Group, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Structure Therapeutics Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lichen China Limited decreased the number of Class A ordinary shares to be offered to 4,500,000 shares from 6,000,000 shares
Virtuoso Acquisition Corp. 2 withdrew its initial public offering as the company has determined to no longer pursue an IPO
Chromocell Therapeutics Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Sports & Health Tech Acquisition Corporation withdrew its initial public offering as the company no longer intends to pursue an IPO
Agora Digital Holdings, Inc. withdrew its initial public offering as the company no longer intends to conduct an IPO
Pono Capital Three, Inc. disclosed that the underwriters would now receive a discount of $0.41 per unit (a gross spread of 4.1%) and a total of $4.1 mil for underwriting the IPO
Neuraxis, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bullfrog AI Holdings, Inc. increased the anticipated price for its IPO to $6.50 per unit from $6.375 per unit
FD Technology Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
FD Technology Inc .disclosed plans to offer 3,500,000 ordinary shares in its IPO
FD Technology Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
YanGuFang International Group Co., Ltd. decreased the number of shares to be offered to 3,500,000 ordinary shares from 5,000,000 ordinary shares
YanGuFang International Group Co., Ltd. decreased the anticipated price range for its IPO to $4.00 to $7.00 per share from $5.00 to $7.00 per share
Mattress Firm Group Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO
Trio Petroleum Corp. disclosed plans to offer 1,714,286 shares of common stock to the public
Trio Petroleum Corp. set the anticipated price range for its IPO at $3.00 to $4.00 per share
UNSDG Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
EMulate Therapeutics, Inc. disclosed plans to offer 2,500,000 shares of common stock to the public
EMulate Therapeutics, Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Lead Real Estate Co., Ltd decreased the anticipated price range for its IPO to $7.00 to $9.00 per ADS from $12.00 to $15.00 per ADS
Skyward Specialty Insurance Group, Inc. disclosed plans to offer 8,500,000 shares of common stock to the public with the company selling 4,750,000 shares and the selling shareholders offering 3,750,000 shares
Skyward Specialty Insurance Group, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Kenvue Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Melt Pharmaceuticals, Inc. withdrew its initial public offering as the company has determined that prevailing market condtions are unfavorable for an IPO at this time
The underwriters received a discount of $0.35 per share (a gross spread of 7%) and a total of $1.0675 mil for underwriting Coya Therapeutics, Inc.'s IPO
Coya Therapeutics, Inc. set the price of its initial public offering of 3,050,000 shares at $5.00 per share, which was in line with the $5.00 anticipated price, for gross proceeds to the company of $15.25 mil
Earlyworks Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
AlphaTime Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
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
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
Bozhi Fanglue International Investment Group Co LTD filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
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..