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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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
• Exhibit: Nominating and ESG Committee Charter (Co. Website )
DPD Note: Vote results for May 18, 2022 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 20% to 10% that did not receive a majority of votes cast and was not approved. Shareholders approved a management proposal to reduce the requirement to 15% at the same meeting. The Board had recommended against the shareholder proposal in favor of its own proposal. (8-K )
DPD Note: Vote results for May 18, 2022 annual meeting include a stockholder proposal to amend the company's proxy access bylaw provision (aka a proxy access "fix-it" proposal - no stockholder limit to aggregate shares) that failed to receive a majority of votes cast and was not approved. (8-K )
DPD Note: Minor administrative amendments in order to reflect the change of the name of the company to "Tricon Residential Inc" which occurred in July 2020 (6-K )
DPD Note: Vote results for May 17, 2022 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 10% that did not receive a majority of votes cast and was not approved. (8-K )
Filing: In connection with our Annual Meeting of Stockholders to be held on June 30, 2022 or the 2022 Annual Meeting, we will file with the Securities and Exchange Commission or the SEC, and furnish to holders of our Class A and Class B common stock as of May 3, 2022 (the record date for the 2022 Annual Mee ... (8-K )
Filing: On May 19, 2022, Adagio Therapeutics, Inc. (the "Company") announced that it will postpone the Company's 2022 Annual Meeting of Stockholders (the "Annual Meeting"), previously scheduled for May 26, 2022, and with respect to which the Company had filed a preliminary proxy statement with the Securitie ... (8-K )
DPD Note: The company announced that in response to Mithril group's nomination of three directors for the three seats up for election at the 2022 annual meeting, it "will not be submitting a separate slate of nominees for election to the Board at the Annual Meeting" and does not plan to solicit proxies in connection with the meeting. The Mithril group owns approximately 49.3% of the company's outstanding common shares. (DEFA14C )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Filing: On and effective May 18, 2022, Alexandria filed Articles of Amendment (the "Articles of Amendment") to its charter with the State Department of Assessments and Taxation of Maryland. The Articles of Amendment (a) increase the number of shares of common stock, par value $0.01 per share, that the Compa ... (8-K )
• Exhibit: Compensation and Personnel Committee Charter (Co. Website )
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
• Exhibit: Nominating, Corporate Governance and Social Responsibility Committee Charter (Co. Website )
DPD Note: Oceana, the world's largest ocean advocacy organization, issued a press release in support of As You Sow's stockholder proposal requesting the company report on how it could reduce its plastic packaging use and contribution to plastic pollution. The proposal will be voted on at the company's May 25, 2022 annual meeting. (Press Release )
• Exhibit: Governance and Policy Committee Charter (Co. Website )
• Exhibit: Nominating, Governance and Corporate Responsibility Committee Charter (Co. Website )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
• Exhibit: Nominating & Governance Committee Charter (Co. Website )
• Exhibit: Nominating, Environmental, Social and Governance Committee Charter (Co. Website )
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
• Exhibit: Compensation and Leadership Development Committee Charter (Co. Website )
• Exhibit: Nominating, Governance and Public Responsibility Committee Charter (Co. Website )
DPD Note: At the company's May 18, 2022 annual meeting, a majority of the votes cast were withheld from two of the five company directors up for re-election at the meeting. Kapila Kapur Anand and Lawrence E. Kurzius were elected under the company's plurality vote standard. (8-K )
Filing: At Elanco's annual meeting of shareholders on May 18, 2022, its shareholders approved, among other things, certain amendments to Elanco's Articles of Incorporation. Previously, on February 22, 2022, the Board approved an amendment to Section 2.8 of Elanco's Bylaws to eliminate the supermajority vote ... (8-K )
Filing: On May 17, 2022, the Board of Directors (the "Board") of Eos Energy Enterprises, Inc. (the "Company") amended and restated the Company's Bylaws (the "Bylaws") to clarify the required vote to elect directors and approve other matters presented to the stockholders at a meeting at which quorum is prese ... (8-K )
Filing: By-Laws Also on May 17, 2022, the Company adopted the Third Amended and Restated Bylaws (the "Bylaws Amendment"). The Company's by-laws had originally been drafted at a time when the Company had a controlling stockholder and two nomination agreements. In connection with the recent exchange offers, t ... (8-K )
(DEF 14A )
DPD Note: At the company's May 18, 2022 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
DPD Note: Green Century Capital Management issued a press release announcing that a majority of shareholders voted in favor of its deforestation-related proposal at the company's 2022 annual meeting (Press Release )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
DPD Note: Vote results for May 17, 2022 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 10% that received a majority of votes cast and was approved. (8-K )
DPD Note: Vote results for May 17, 2022 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 20% to 10% that did not receive a majority of votes cast and was not approved. (8-K )
DPD Note: At the company's May 19, 2022 annual meeting, a majority of the votes cast were withheld from one of the three company directors up for re-election at the meeting. Angela Strand was elected under the company's plurality vote standard. (8-K )
Filing: On May 19, 2022, the Company amended its Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to increase the total number of authorized shares of the Company's Class A common stock from 300,000,000 shares to 450,000,000 shares (the "Charter Amen ... (8-K )
• Exhibit: Directors and Governance Committee Charter (Co. Website )
• Exhibit: Environmental, Social and Governance Committee Charter (Co. Website )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
• Exhibit: Corporate Governance and Nominating Committee Charter (Co. Website )
• Exhibit: Environment, Health, Safety, and Sustainable Development Committee Charter (Co. Website )
• Exhibit: Nominations and Governance Committee Charter (Co. Website )
Filing: On May 17, 2022, following approval by the stockholders of Realty Income Corporation (the "Company") at the Company's 2022 annual meeting of stockholders (the "Annual Meeting"), the Company filed Articles of Amendment, which amended the Company's charter, to increase the number of authorized shares ... (8-K )
DPD Note: The company announced that Creative Value Capital Limited Partnership privately nominated a two-person director slate for election to the company's Board and submitted two additional proposals for consideration at the 2022 annual meeting. (8-K )
DPD Note: The company has scheduled the 2022 annual meeting for August 18, 2022 which is more than 30 days earlier than the anniversary of the company's 2021 annual meeting held on October 6, 2021 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of May 29, 2022 for all proposals and nominations including 14a-8 proposals and proxy access. (8-K )
DPD Note: 8-K/A filed to retract the amended and restated bylaws and associated disclosure that were filed in a May 18, 2022 8-K. The company stated that while the Board has "discussed and approved the termination of the Trust and Revenue Oversight Committee, the Board of Directors has not yet taken formal action to amend S&T's By-Laws as discussed in the original Form 8-K filing." The bylaws currently in effect revert back to those effective December 21, 2020 as filed in a December 23, 2020 8-K. (8-K/A )
DPD Note: The company has scheduled the 2022 annual meeting for July 19, 2022 which is more than 30 days later than the anniversary of the company's 2021 annual meeting held on June 17, 2021 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of May 29, 2022 for all proposals and nominations. (8-K )
• Exhibit: Management Development and Compensation Committee Charter (Co. Website )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Filing: As previously reported, at the annual general meeting of TE Connectivity Ltd. (the "Company") held on March 9, 2022, the Company's shareholders approved the cancellation of 5,269,100 shares purchased by the Company under its share repurchase program during the period beginning September 26, 2020 and ... (8-K )
Filing: On May 18, 2022, the Board of Directors (the Board) of TPI Composites, Inc. (the Company) approved an amendment to the Company's bylaws (the Bylaws) to implement a majority voting standard for uncontested director elections, effective January 1, 2023. When effective, the new majority voting standard ... (8-K )
DPD Note: The company announced plans to submit a proposal to eliminate the supermajority vote requirements (75% of O/S) to amend the charter and bylaws at the company's 2023 annual meeting. In annnouncing the change, the company cited its "ongoing commitment to governance best practices" and that it was "making these changes to improve accountability and transparency". (8-K )
Filing: On May 12, 2022, at the annual meeting of stockholders of Tyler Technologies, Inc. (the "Company"), the stockholders approved by the affirmative vote of at least two-thirds of the outstanding voting stock each of the following amendments (the "Amendments") to the Restated Certificate of Incorporatio ... (8-K )
Filing: On May 12, 2022, the Board, based upon the approval by the stockholders of the Amendments and to include certain other changes, adopted and approved certain amendments to the Company's bylaws (the "Bylaws"). The Board determined that the amendments would be effective as of the effective date of the ... (8-K )
• Exhibit: Charter Amended/Restated Effective 05/16/2022 (8-K )
IPO Activity
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
Tiga Acquisition Corp. III withdrew its initial public offering
The underwriters received a discount of $0.31 per share (a gross spread of 7.75%) and a total of $1.3 mil for underwriting Visionary Education Technology Holdings Group Inc.'s IPO
Visionary Education Technology Holdings Group Inc. set the price of its initial public offering of 4,250,000 shares at $4.00 per share for gross proceeds of $17 mil
Alexandria Agtech/Climate Innovation Acq Corp. withdrew its initial public offering as the company has decided to no longer pursue an IPO
OKYO Pharma Limited increased the number of American Depositary Shares (ADS) to be offered to 625,000 ADSs from 508,130 ADSs
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $175,000 for underwriting OKYO Pharma Limited's IPO
OKYO Pharma Limited set the price of its initial public offering of 625,000 shares at $4.00 per share for gross proceeds of $2.5 mil
Heart Test Laboratories, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bright Green Corporation completed its direct listing and opened trading on the NASDAQ at $15.99 per share for gross proceeds of $2.53 bil
Visionary Education Technology Holdings Group Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
OKYO Pharma Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Actelis Networks, Inc. increased the number of common shares to be offered to 3,750,000 from 3,000,000 shares
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $1 mil for underwriting Actelis Networks, Inc.'s IPO
Actelis Networks, Inc. set the price of its initial public offering of 3,750,000 shares at $4.00 per share, which was within the $4.00 to $6.00 price range, for gross proceeds of $15 mil
Intensity Therapeutics, Inc. has filed a registration statement amendment that removed the original total number of shares to be offered and the original price range information
Nexalin Technology, Inc. increased the anticipated price range for its IPO to $6.00 to $7.00 per unit from $5.00 to $7.00 per unit
The underwriters received a discount of $1.17 per share (a gross spread of 6.5%) and a total of $12.6 mil for underwriting ProFrac Holding Corp.'s IPO
ProFrac Holding Corp. set the price of its initial public offering of 16,000,000 shares at $18.00 per share, which is 14.3% below the low end of its $21.00 to $24.00 price range, for gross proceeds of $288 mil
SaverOne 2014 Ltd. decreased the number of units to be offered to 2,241,379 units from 2,519,380 units
OKYO Pharma Limited decreased the number of American Depositary Shares (ADS) to be offered to 508,130 ADSs from 961,538 ADSs
Bright Green Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Metaverse Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Metaverse Acquisition Corporation disclosed plans to offer 15,000,000 units, with each unit consisting of one share of common stock, one right to receive one-tenth of one share of common stock, and one redeemable warrant
The underwriters received a discount of $0.03 per share (a gross spread of 0.3%) and a total of $450,000l for underwriting Metaverse Acquisition Corporation's IPO
Metaverse Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Samba TV, Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO
Onfolio Holdings Inc. decreased the number of units to be offered to 2,857,143 units from 2,912,621 units
Onfolio Holdings Inc. increased the anticipated price range for its IPO to $4.25 to $6.25 per share from $4.15 to $6.15 per share
Medallion Resources Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Medallion Resources Ltd. disclosed plans to offer 2,000,000 units, with each unit consisting of one common share and one warrant to purchase one common share
Prime Number Acquisition I Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Actelis Networks, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ProFrac Holding Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Monterey Capital Acquisition Corporation decreased the number of units to be offered to 8,000,000 units from 10,000,000 units
Excelsa Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Hanover Bancorp, Inc. decreased the number of common shares to be offered to 1,275,000 shares from 1,363,636 shares
The underwriters received a discount of $1.365 per share (a gross spread of 6.5%) and a total of $1.74 mil for underwriting Hanover Bancorp, Inc.'s IPO
Hanover Bancorp, Inc. set the price of its initial public offering of 1,275,000 shares at $21.00 per share, which was within the $21.00 to $23.00 price range, for gross proceeds of $26.8 mil
Monterey Capital Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Hanover Bancorp, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Investcorp India Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Global Blockchain Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
CE Energy Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CE Energy Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one share of common stock and three-quarters of one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting CE Energy Acquisition Corp.'s IPO
CE Energy Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
PepGen Inc. increased the number of common shares to be offered to 9,000,000 from 7,200,000 shares
The underwriters received a discount of $0.84 per share (a gross spread of 7%) and a total of $7.56 mil for underwriting PepGen Inc.'s IPO
PepGen Inc. set the price of its initial public offering of 9,000,000 shares at $12.00 per share, which is 7.7% below the low end of its $13.00 to $15.00 price range, for gross proceeds of $108 mil
Edible Garden AG increased the number of common shares to be offered to 2,930,000 from 2,142,858 shares
The underwriters received a discount of $0.35 per share (a gross spread of 7%) and a total of $1 mil for underwriting Edible Garden AG's IPO
Edible Garden AG set the price of its initial public offering of 29,30,000 units at $5.00 per share, which is 16.6% below the low end of its $6.00 to $8.00 price range, for gross proceeds of $14.65 mil
Phoenix Motor Inc. decreased the number of common shares to be offered to 2,500,000 shares from 4,000,000 shares
Phoenix Motor Inc. increased the anticipated price range for its IPO to $7.00 to $9.00 per share from $4.00 to $6.00 per share
Arago Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Arago Acquisition Corp. disclosed plans to offer 7,500,000 units, with each unit consisting of one share of common stock and one warrant
The underwriters received a discount of $0.425 per share (a gross spread of 4.25%) and a total of $3,187,500 for underwriting Arago Acquisition Corp.'s IPO
Arago Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
The underwriters received a discount of $0.945 per share (a gross spread of 5.25%) and a total of $33 mil for underwriting Bausch + Lomb Corporation's IPO
Bausch + Lomb Corporation set the price of its initial public offering of 35,000,000 shares at $18.00 per share, which is 14.3% below the low end of its $21.00 to $24.00 price range, for gross proceeds of $630 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
iCIMS Holding Corp. withdrew its initial public offering as the company is no longer pursuing an IPO
Bright Green Corporation disclosed plans to resell 158,249,000 common shares by the registered shareholders; Bright Green will not received any proceeds from the sale of common shares by the registered shareholders
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $914,200 for underwriting Austin Gold Corp.'s IPO
Austin Gold Corp. set the price of its initial public offering of 3,265,000 shares at $4.00 per share for gross proceeds of $13.1 mil
Cartesian Growth Corporation II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
First Person Ltd. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PepGen Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Edible Garden AG's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bausch + Lomb Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Apex Technology Acquisition Corporation II withdrew its initial public offering
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
Jeffs' Brands Ltd disclosed plans to offer 2,500,000 units, with each unit consisting of one ordinary share and two warrants, each to purchase one ordinary share
Jeffs' Brands Ltd set the anticipated price range for its IPO at $5.20 to $7.20 per share
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
ProFrac Holding Corp. disclosed plans to offer 16,000,000 Class A common shares to the public
ProFrac Holding Corp. set the anticipated price range for its IPO at $21.00 to $24.00 per share
Hanover Bancorp, Inc. disclosed plans to offer 1,363,636 common shares to the public
Hanover Bancorp, Inc. set the anticipated price range for its IPO at $21.00 to $23.00 per share
Treasure Global Inc disclosed plans to offer 3,000,000 shares of common stock to the public
Treasure Global Inc set the anticipated price range for its IPO at $4.00 to $5.00 per share
Wytec International, Inc. increased the number of units to be offered to 3,750,000 units from 2,912,622 units
Wytec International, Inc. decreased the anticipated price for its IPO to $4.25 per share from $4.15 to $6.15 per share
Intrinsic Medicine, Inc. disclosed plans to offer 4,166,667 common shares to the public
Intrinsic Medicine, Inc. set the anticipated price range for its IPO at $5.00 to $7.00 per share
Austin Gold Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
B Capital Technology Opportunities Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Elate Group, Inc. disclosed plans to offer 3,000,000 units, with each unit consisting of one share of Class A common stock and two warrants with each whole warrant exercisable for one share of Class A common stock
SaverOne 2014 Ltd. disclosed they were now offering 2,519,380 units consisting of one American Depositary Share and one warrant, previously they disclosed plans to offer 1,385,042 American Depositary Shares
Visionary Education Technology Holdings Group Inc. decreased the number of common shares to be offered to 4,250,000 shares from 5,000,000 shares
Visionary Education Technology Holdings Group Inc. decreased the anticipated price for its IPO to $4.00 per share from $4.00 to $5.00 per share
Actelis Networks, Inc. disclosed plans to offer 3,000,000 common shares to the public
Actelis Networks, Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
A SPAC II Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PepGen Inc. disclosed plans to offer 7,200,000 common shares to the public
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..