Mergers & Acquisitions
SPAC Market Study 2022 – 1st Quarter Update
SPAC deal activity fell sharply in Q1 2022. The number of priced SPAC IPOs dropped from 163 in Q4 2021 to 55 in Q1 2022. Only 34 de-SPAC M&A deals were announced in Q1 compared with 61 in Q4. At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs. In addition, there were significant changes involving the use of Termination Fees, PIPE investments, Warrant Coverage, and Acquisition Terms/Durations on SPAC deals in Q1. Read more
SPAC Market Study 2021 – 4th Quarter Year-End Update
In our year-end update we researched SPAC IPO and de-SPAC M&A activity through December 31st. While the number of SPAC IPOs and de-SPAC M&A deals remained relatively robust in Q4 the average size of these deals is dropping. The average size of SPAC IPOs dropped in Q4 for the 3rd consecutive quarter to $176.8 million in average gross proceeds. At the same time the large, mega de-SPAC M&A deals seen in the first 3 quarters were noticeably absent in Q4. No de-SPAC deals announced in Q4 cracked the top 25 all-time largest de-SPACs, resulting in a significant drop in the average size of de-SPAC deals from $2.73B in Q3 to $1.25B in Q4. Read more
SPAC Market Study 2021 – 3rd Quarter Update
In our 3rd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through September 30th. While it doesn’t look like the torrid pace of SPAC activity in Q1 will return anytime soon, activity did rebound in Q3 to 88 priced SPAC IPOs from 64 in Q2. We also saw many of the largest de-SPAC M&A deals of all time announced in Q3, including MSP Recovery ($32.5B), Polestar ($20B), and Aurora Innovation ($11B). Despite these very large deals being announced, there is still plenty of SPAC dry powder available for more acquisitions in Q4 and into 2022. As of Sept 30th there were 452 SPAC IPOs still seeking a target, representing a total of $115.1B in gross proceeds raised. Read more
SPAC Market Study 2021 – 2nd Quarter Update
In our 2nd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through June 30th. Although increased scrutiny from the SEC certainly decelerated the pace of SPAC deal activity from Q1 to Q2, many of the largest de-SPAC M&A deals of all time were announced in Q2, and the level of activity was still very robust in comparison to previous years. Read more
Special Purpose Acquisition Company (SPAC) Market Study 2021
Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more
Update on the Prevalence of SPAC IPOs
In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more
Increasing Prevalence and Size of SPAC IPOs
The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more
Observations on Recent Poison Pill Activity
As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more
Coronavirus Pandemic's Impact on Stock Swap Valuations
Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more
Corporate America's Medicine Against Coronavirus
Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more
Coronavirus Impact on M&A Agreement Drafting
Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more
Second Most Active U.S. Public M&A Environment on Record
The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.
| Target | Acquirer | Equity Value ($bil) |
|---|---|---|
| Celgene Corporation | Bristol-Myers Squibb Company | 71.6 |
| Raytheon Company | United Technologies | 52.0 |
| Anadarko Petroleum | Occidental Petroleum | 37.9 |
| Worldpay, Inc. | Fidelity National Information Services | 34.8 |
| SunTrust Banks | BB&T Corporation | 28.2 |
Market Leaders - U.S. Public Mergers
Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.
| Rank | Firm | Equity Value ($bil) |
|---|---|---|
| 1 | Wachtell, Lipton, Rosen & Katz | 249.4 |
| 2 | Kirkland & Ellis | 100.8 |
| 3 | Skadden | 88.4 |
M&A Adviser Fee Watch
As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.
Corporate Governance Activity
Filing: On December 1, 2022, the Board adopted and approved an amendment and restatement of the Company's Third Amended and Restated Bylaws (as amended and restated, the "Amended Bylaws") that became effective immediately. The amendments, among other things: *Update the procedural mechanics and disclosure r ... (8-K )
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
Filing: On and effective as of November 30, 2022, the Board of Directors of Etsy, Inc. ("Etsy") amended and restated Etsy's Bylaws (as amended, the "Bylaws") to add a proxy access provision, among other amendments. The Bylaws include a new Appendix 1.10A, which provides that a stockholder, or a group of up ... (8-K )
Filing: In connection with the completion of the Separation and the Distribution, the Board adopted Corporate Governance Guidelines effective as of the completion of the Separation and the Distribution. A copy of F&G's Corporate Governance Guidelines is available under the Investors-Corporate Governance sec ... (Co. Website )
Filing: On December 1, 2022, the board of directors (the "Board") of Karyopharm Therapeutics Inc. (the "Company") approved an amendment and restatement of the Company's Second Amended and Restated By-Laws, as amended (as so amended and restated, the "Third Amended and Restated By-Laws"), effective immediate ... (8-K )
Filing: On November 30, 2022, the Board of Directors of MediaAlpha, Inc. (the "Company") approved an amendment and restatement of the Company's by-laws (as so amended and restated, the "Amended and Restated By-Laws"), which became effective the same day. Among other things, the Amended and Restated By-Laws: ... (8-K )
Filing: On December 1, 2022, the Board of Directors (the "Board") of NRG Energy, Inc. (the "Company") approved and adopted the amended and restated by-laws of the Company (the "Amended and Restated By-Laws"), effective as of such date. The Amended and Restated By-Laws address the universal proxy rules under ... (8-K )
Filing: On December 1, 2022, 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 amended and restated bylaws of Passage Bio, Inc. (the " ... (8-K )
• Exhibit: Charter Amended/Restated Effective 01/25/2018 (S-8 )
Filing: On December 1, 2022, the Board of Directors of Wingstop Inc. (the "Company") approved the Company's Amended and Restated Bylaws (as so amended and restated, the "Amended Bylaws"), effective as of such date. Among other things, the amendments effected by the Amended Bylaws: *Update procedural mechani ... (8-K )
DPD Note: Michael Gorzynski began a second campaign at Alpha Metallurgical Resources, reporting he has had discussions with leadership regarding board composition and noted that he and Joanna Baker de Neufville will be appointed as company directors on Jan 1, 2023 (SC 13D )
DPD Note: Meritage Group began a campaign at Coupa Software, reporting that it may offer additional guidance and discuss the recently reported potential acquisition of the company by Vista Equity with management and the board (SC 13D )
Filing: On November 30, 2022, the Board of Directors (the "Board") of Douglas Elliman Inc. adopted amendments to its Amended and Restated Bylaws (as amended, the "Bylaws") effective as of such date, to (i) clarify and further enhance procedural mechanics in connection with stockholder nominations of directo ... (8-K )
Filing: On December 1, 2022, Eloxx Pharmaceuticals, Inc. (the "Company") effected a 1-for-40 reverse stock split of its common stock (the "Reverse Stock Split"). As further described below, at a special meeting of stockholders held on November 30, 2022 (the "Special Meeting"), the stockholders of the Compan ... (8-K )
Filing: Effective as of immediately prior to the Distribution, the certificate of incorporation of F&G was amended and restated (the "Amended and Restated Certificate of Incorporation") and the bylaws of F&G were amended and restated (the "Amended and Restated Bylaws"). A description of the material provisi ... (8-K )
Filing: Effective as of immediately prior to the Distribution, the certificate of incorporation of F&G was amended and restated (the "Amended and Restated Certificate of Incorporation") and the bylaws of F&G were amended and restated (the "Amended and Restated Bylaws"). A description of the material provisi ... (8-K )
DPD Note: In connection with an amendment to the company's advance notice timeliness bylaws with respect to the company's 2023 annual meeting only, the company disclosed a submission window of March 24, 2023 to April 24, 2023. The deadlines were added directly into the bylaws. (8-K )
Filing: On December 1, 2022, the Board of Directors (the "Board") of Masimo Corporation, a Delaware corporation (the "Corporation") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws") to provide that the period for stockholders to give notice of their intention to nominate d ... (8-K )
Filing: The Joint Proxy Statement/Prospectus included proposed amendments to the Company's code of regulations (the "Code") that became effective on November 8, 2022, upon receiving the approval of the Company's shareholders at a special meeting of Company shareholders. The Code was amended to create the Ch ... (8-K )
Filing: In connection with the Merger and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of NYCB were amended and restated to reflect certain governance matters (such amendment, the "Bylaws Amendment," and NYCB's bylaws, as amended and restated in accordance with the ... (8-K )
Filing: In connection with the Merger and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of NYCB were amended and restated to reflect certain governance matters (such amendment, the "Bylaws Amendment," and NYCB's bylaws, as amended and restated in accordance with the ... (8-K )
Filing: On November 30, 2022, the Board of Directors of SolarEdge Technologies, Inc. (the "Company") approved and adopted amended and restated bylaws of the Company to reflect the amendments summarized below (as so amended and restated, the "Amended and Restated Bylaws"), effective as of such date. Among ot ... (8-K )
Filing: On November 30, 2022, the Board of Directors (the "Board") of Sonder Holdings Inc. (the "Company"), adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective immediately. Among other things, the Amended and Restated Bylaws update and revise the advance notice pr ... (8-K )
DPD Note: Vote results for November 30, 2022 annual meeting include the approval of an amendment to the company's NOL rights plan for the purpose of extending the plan for three years. (8-K )
Filing: Effective December 1, 2022, Triumph Bancorp, Inc. changed its name to Triumph Financial, Inc. (the "Company") by filing a Second Certificate of Amendment (the "Certificate of Amendment") to the Company's Certificate of Formation with the Secretary of State of the State of Texas, as previously amende ... (8-K )
Filing: In addition and in connection therewith, effective December 1, 2022, the Board of Directors amended the Company's bylaws to reflect the Name Change by adopting Amendment No. 2 to the Amended and Restated Bylaws of Triumph Financial, Inc. ("Amendment No. 2 to the Amended and Restated Bylaws") (8-K )
• Exhibit: Nominating and Corporate Governance Committee Charter (Co. Website )
Filing: On November 30, 2022, Baudax Bio, Inc. (the "Company") announced that it intends to effect a reverse stock split (the "Reverse Stock Split") of its issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock") at a ratio of 1 post-split share for every 40 pre-split sh ... (8-K )
• Exhibit: Compensation and Organization Committee Charter (Co. Website )
• Exhibit: Governance Committee Charter (Co. Website )
• Exhibit: Finance and Corporate Development Committee Charter (Co. Website )
Filing: On November 30, 2022, 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 Neoleukin Therapeutics, Inc. (the "Company") ... (8-K )
Filing: Attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference, is our news release relating to the dividend referred to in Item 8.01 below. Additionally, at its quarterly meeting today, our Board of Directors set May 24, 2023 as the date of the 2023 Annual Meeting of Shareholders to be ... (8-K )
Filing: On November 29, 2022, the Corporation amended its Bylaws to decrease the number of directors from eight to seven members. (8-K )
Filing: On November 29, 2022, our Board of Directors approved 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 Bylaws: *Eliminate the requirement to make a stockholder list available ... (10-Q )
DPD Note: Green Century Capital Management issued a press release highlighting 92% support on its plastic packaging reduction proposal voted on at the company's 2022 annual meeting. (Press Release )
DPD Note: Engine Capital began a campaign at Univar Solutions urging the board to start a comprehensive sale process following the company's disclosure that it had received an indication of interest from Brenntag, a sector competitor (Press Release )
DPD Note: The company entered into a Board Observer Agreement with Denver J. Smith of Carlson Ridge Capital under which Mr. Smith will be appointed as a board observer. The agreement includes a standstill provision. Carlson Ridge previously issued a public board letter calling for the replacement of certain directors and announced its intention to vote against their re-election at the company's next annual meeting. (8-K )
Filing: On November 22, 2022, the Board amended and restated the Company's bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws amends, among other things: (1)Section 1.7(b) to change the voting standard for uncontested director elections from a plurality voting standard to a majority ... (8-K )
DPD Note: The company and Basswood Capital Management, L.L.C. amended the Cooperation Agreement dated as of January 26, 2018 to reduce the "Minimum Ownership Threshold" Basswood must own to require the company to maintain a Basswood director to the Board. The amendment also extends the standstill restrictions and voting obligations of Basswood under the agreement. (8-K )
Filing: On November 29, 2022, Tuesday Morning Corporation (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 1-for-30 reverse stock split (the "Reverse Stock Split") of t ... (8-K )
DPD Note: On November 28, 2022, the company disclosed that the "due date for submission of any qualified shareholder proposal or qualified shareholder nominations" for the January 5, 2023 annual meeting is on or before the close of business on December 9, 2022. This updated deadline was provided six days after the company filed definitive proxy materials for the January 5, 2023 meeting. (8-K )
DPD Note: The company announced plans to submit a charter amendment to a shareholder vote at the company's 2023 annual meeting to eliminate the supermajority vote requirement (66.67% of O/S) to amend the bylaws. In announcing the change, the company cited Institutional Shareholder Services (ISS) as "highlighting this change as another shareholder friendly step for AIR to take". (8-K )
DPD Note: The company announced an "expansion of its previously announced commitment to enhance corporate governance changes prior to the 2023 Annual Meeting of Stockholders". The proposed changes include asking shareholders to approve charter amendments at the company's 2023 annual meeting to a.) eliminate the supermajority vote requirement (66.67% of O/S) to remove directors and amend the bylaws, b.) eliminate the cause only requirement to remove directors and c.) allow shareholders to appoint directors to fill vacancies arising out of removal by shareholders. The company has also announced that it will, effective with the company's 2023 annual meeting, amend the bylaws to lower the threshold for shareholders to call a special meeting to 15% of O/S (from 50.1% of O/S) and allow shareholders to amend the bylaws to set the size or range of the size of the Board (but to no fewer than three directors). (8-K )
Filing: Bylaw Amendment Effective November 28, 2022, the board of directors of the Company adopted the Third Amended and Restated Bylaws of the Company (the "Bylaws"). The Bylaws, among other things, modify the quorum requirement such that the presence, in person or by proxy, of the holders of one-third of ... (8-K )
DPD Note: Hoak Fund Management began a campaign at Natural Gas Services Group with a 13D filing reporting that, based on its experience in this industry, it may, from time to time, discuss company matters with management and the board (SC 13D )
DPD Note: BT Brands began a campaign at Noble Roman's with a 13D filing reporting it has held discussions with management and the board regarding alternative financing opportunities for the company's 18% senior secured promissory note (SC 13D )
Filing: The information required by Item 401 of SEC Regulation S-K concerning the directors of Scotts Miracle-Gro and the nominees for election or re-election as directors of Scotts Miracle-Gro at its Annual Meeting of Shareholders to be held on January 23, 2023 (the "2023 Annual Meeting") is incorporated h ... (10-K )
DPD Note: Centerbridge Partners began a campaign at INDUS Realty Trust reporting it had switched from a passive to an active filer and it intends to pursue a strategic transaction with the company to acquire all remaining outstanding shares not currently owned (SC 13D )
DPD Note: On November 23, 2022, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
DPD Note: T. Rowe Price began a campaign at News Corporation confirming its concerns and opposition to any potential merger between the company and Fox Corporation, noting the transaction would most likely undervalue News Corp (Deal Point Data Research )
Filing: On November 17, 2022, the American Equity Investment Life Holding Company (the "Company") Board of Directors ("Board") amended and restated the Company's bylaws ("Bylaws"), effective immediately. The amendments: *provide that a shareholder invoking the SEC's universal proxy rules with respect to its ... (8-K )
Filing: In connection with its annual governance review cycle, on November 17, 2022, the Board of Directors (the "Board") of the Company adopted Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective immediately. The Bylaws have been revised to, among other things: *enhance proced ... (8-K )
DPD Note: Angelo, Gordon & Co began a campaign at Anywhere Real Estate with a 13D filing reporting it intends to discuss the company's existing capital and debt structure and potential strategic transactions with management and the board (SC 13D )
Filing: On and effective November 22, 2022, the Board of Directors of Bassett Furniture Industries, Incorporated (the "Company"), as part of a review of the Company's governance documents, approved changes to the Company's Amended and Restated By-Laws (as amended and restated, the "By-Laws"). The amendments ... (8-K )
DPD Note: The company entered into a Cooperation Agreement with Ancora Holdings Group, LLC and Eminence Capital, L.P. ending a potential proxy fight (Ancora will withdraw its nomination notice). Pursuant to the agreement, three new independent directors will be added to the Board and a new Capital Allocation Committee will be formed. The committee will be tasked with making recommendations to the Board regarding, and support management's review of, the company's capital allocation strategy. The agreement includes standstill and voting commitments. Ancora previously issued a public Board letter calling for the company to review strategic alternatives, including a full sale or go-private transaction, and seek ways to return capital to stockholders. Ancora's director nominations had not previously been disclosed. (8-K )
Filing: On November 17, 2022, the Company's Board of Directors approved and adopted amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately, to provide that stockholder nominations of director candidates will be null and void where, unless otherwise required by law, any ... (8-K )
(DEF 14A )
DPD Note: Initial submission. (SEC Website )
Filing: Portions of the registrant's Definitive Proxy Statement for its 2023 Annual Meeting of Stockholders scheduled to be held on March 2, 2023, which Definitive Proxy will be filed with the Securities and Exchange Commission not later than 120 days after the registrant's fiscal year end of September 30, ... (10-K )
DPD Note: Paragon JV Partners began a campaign at IRIDEX with a 13D filing noting the shares were purchased for investment purposes, and it may, from time to time, discuss company matters with management and the board (SC 13D )
DPD Note: At the company's November 22, 2022 annual meeting, the company's say on pay proposal failed to receive the requisite number of favorable votes. Although the proposal received a majority of "For" votes, it did not receive the required majority of the shares present in person or by proxy and entitled to vote (including abstentions and broker non-votes). (8-K )
DPD Note: Independent Franchise Partners began a campaign at News Corp confirming its opposition to the potential merger with Fox Corporation and suggesting the company should sell some key assets to boost shareholder value (Deal Point Data Research )
Filing: On November 17, 2022, the Board of Directors of Oportun Financial Corporation (the "Company") approved the Company's Amended and Restated Bylaws (the "Amended and Restated Bylaws"), effective as of such date. The amendments effected in the Amended and Restated Bylaws, among other things: *update and ... (8-K )
Filing: On November 21, 2022, Riot Blockchain, Inc. ("Riot" or, the "Company") filed a copy of the amendment to the Articles of Incorporation of Riot Blockchain, Inc. (the "Amendment") with the Secretary of State of the State of Nevada to increase the number of authorized shares of Riot's common stock, no p ... (8-K )
Filing: On November 23, 2022, the Board of Directors (the "Board") of SVB Financial Group (the "Company") approved and adopted the Company's amended and restated bylaws (the "Restated Bylaws"), which became effective immediately. The Board approved the Restated Bylaws as part of its periodic review of the C ... (8-K )
Filing: On November 18, 2022, the Board adopted the following amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of November 18, 2022: *Section 1.01 and Section 1.02 of the Bylaws have been amended to clarify that the Board may postpone, reschedule or cancel any annual or s ... (8-K )
Filing: Portions of the Registrant's definitive proxy statement relating to its 2023 annual general meeting of shareholders to be held on March 7, 2023 (the "2023 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2023 Proxy Statement will b ... (10-K )
Filing: Portions of the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held March 8, 2023 (10-K )
Filing: Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant's 2023 Annual Meeting of Stockholders, to be held on February 3, 2023, will be incorporated by reference in this Form 10-K in response to portions ... (10-K )
Filing: At the Special Meeting, the stockholders approved an amendment (the "Certificate of Amendment") to the Company's Amended and Restated Certificate of Incorporation ("Charter") to increase the number of authorized shares of common stock, from 250,000,000 shares to 500,000,000 shares. Following this ap ... (8-K )
Filing: On November 16, 2022, the Board of Directors of Burlington Stores, Inc. approved and adopted an amendment to and restatement of the Company's Amended and Restated Bylaws (Restated Bylaws), which became effective immediately. The Restated Bylaws were amended and restated as follows: *Advance Notice. ... (10-Q )
IPO Activity
Affinia Therapeutics Inc. withdrew its initial public offering as the company has determined to no longer pursue an IPO
Alchemy Investments Acquisition Corp 1 filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alchemy Investments Acquisition Corp 1 disclosed plans to offer 10,000,000 units, with each unit consisting of one share of common stock and one-half of one redeemable warrant
The underwriters received a discount of $0.65 per unit (a gross spread of 6.5%) and a total of $6.5 mil for underwriting Alchemy Investments Acquisition Corp 1's IPO
Alchemy Investments Acquisition Corp 1 disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Jupiter Neurosciences, Inc. Jupiter Neurosciences, Inc. increased the number of common shares to be offered to 2,608,695 from 2,500,000 shares
Asset Entities Inc. decreased the anticipated price for its IPO to $5 per share from a range of $4.00 to $6.00 per share
Pineapple Financial Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SONDORS Inc. disclosed plans to offer 2,500,000 shares of common stock to the public
SONDORS Inc. set the anticipated price range for its IPO at $8.00 to $10.00 per share
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Yesway, Inc. withdrew its initial public offering as the company no longer wishes to conduct a public offering of securities at this time
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
Lipella Pharmaceuticals Inc. increased the number of common shares to be offered to 2,926,624 shares from 1,166,667 shares with Lipella continuing to offer 1,166,667 shares and selling stockholders now offering 1,759,957 shares
Horizon Space Acquisition I Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Horizon Space Acquisition I Corp. disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share, one redeemable warrant, and one right to receive 1/10 of one ordinary share
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $3.3 mil for underwriting Horizon Space Acquisition I Corp.'s IPO
Horizon Space Acquisition I Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Fitell Corporation disclosed plans to offer4,000,000 ordinary shares to the public with Fitell selling 3,000,000 shares and the selling shareholder offering 1,000,000 shares
Fitell Corporation set the anticipated price range for its IPO at $4.00 to $6.00 per share
L Catterton Latin America Acquisition Corp withdrew its initial public offering as the company has determined to no longer pursue an IPO
BrightSpring Health Services, Inc. withdrew its initial public offering as the company has determined to no longer pursue an IPO
Strong Global Entertainment, Inc. decreased the number of Class A common voting shares to be offered to 2,000,000 shares from 3,000,000 shares
Global Mofy Metaverse Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Global Mofy Metaverse Limited disclosed plans to offer 6,000,000 ordinary shares to the public
Global Mofy Metaverse Limited set the anticipated price range for its IPO at $4.50 to $5.50 per share
Redaptive, Inc. withdrew its initial public offering as the company has determined to no longer pursue an IPO
Israel Acquisitions Corp decreased the number of units to be offered to 12,500,000 units from 15,000,000 units
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
Solta Medical Corporation withdrew its initial public offering as the company has determined to no longer 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
Decca Investment Limited decreased the anticipated price range for its IPO to $4.00 to $6.00 per share from $4.00 to $7.00 per share
MGO Global Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
MGO Global Inc. disclosed plans to offer 1,500,000 shares of common stock to the public
MGO Global Inc. set the anticipated price range for its IPO at $5.00 per share
Coya Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
BKV 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
CytoMed Therapeutics Pte. Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Huake Holding Biology Co., LTD. decreased the number of Class A ordinary shares to be offered to 1,250,000 shares from 5,000,000 shares
Jin Medical International Ltd. decreased the number of ordinary shares to be offered to 2,500,000 shares from 5,000,000 shares
Jin Medical International Ltd. increased the anticipated price range for its IPO to $8.00 to $9.00 per share from $5.00 to $6.00 per share
TXO Energy Partners, L.P. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Erayak Power Solution Group Inc. decreased the number of Class A ordinary shares to be offered to 3,000,000 shares from 3,500,000 shares
Erayak Power Solution Group Inc. decreased the anticipated price range for its IPO to $4.00 per share from $4.00 to $5.00 per share
SYLA Technologies Co., Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Clearmind Medicine Inc. decreased the number of shares to be offered to 1,153,847 common shares from 1,255,000 common shares
The underwriters received a discount of $0.585 per share (a gross spread of 9%) and a total of $675,000 for underwriting Clearmind Medicine Inc.'s IPO
Clearmind Medicine Inc. set the price of its initial public offering of 1,153,847 shares at $6.50 per share, which was towards the lower end of the $6.00 to $8.00 price range, for gross proceeds of $7.5 mil
Acrivon Therapeutics, Inc. increased the number of shares of common stock to be offered to 7,550,000 shares from 5,900,000 shares
The underwriters received a discount of $0.875 per share (a gross spread of 7%) and a total of $6,606,250 for underwriting Acrivon Therapeutics, Inc.'s IPO
Acrivon Therapeutics, Inc. set the price of its initial public offering of 7,550,000 shares at $12.50 per share, which was below the $16.00 to $18.00 price range, for gross proceeds of $94.375 mil
GP-Act III Acquisition Corp. withdrew its initial public offering as the company has determined to no longer pursue an IPO
BioLife4D Corporation disclosed plans to offer 2,419,354 units, with each unit consisting of one share of common stock, and two redeemable warrants, each to purchase one share of common stock
BioLife4D Corporation set the anticipated price range for its IPO at $5.20 to $7.20 per unit
Innovation Beverage Group Limited increased the number of shares to be offered to 2,500,000 units, with each unit consisting of one ordinary share and one warrant, from 2,125,000 ordinary shares
Innovation Beverage Group Limited decreased the anticipated price for its IPO to $4.15 per unit from $4.00 to $6.00 per ordinary share
Janover Inc. increased the number of shares of common stock to be offered by the company to 2,375,000 shares from 1,700,000 shares; selling shareholders will now be offering shares via a separate prospectus
Janover Inc. decreased the anticipated price range for its IPO to between $4.00 to $6.0 per share from $5.00 to $7.00 per share
Rhodium Enterprises, Inc. withdrew its initial public offering as the company has determined not to pursue an IPO at this time
Clearmind Medicine Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ASP Isotopes Inc. decreased the number of shares of common stock to be offered to 1,250,000 shares from 1,500,000 shares
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $350,000 for underwriting ASP Isotopes Inc.'s IPO
ASP Isotopes Inc. set the price of its initial public offering of 1,250,000 shares at $4.00 per share, which was at the low end of the $4.00 to $5.00 price range, for gross proceeds of $5.0 mil
The underwriters received a discount of $0.77 per share (a gross spread of 7%) and a total of $3.66 mil for underwriting Atour Lifestyle Holdings Limited's IPO
Atour Lifestyle Holdings Limited set the price of its initial public offering of 4,75,000 shares at $11.00 per share, which was within the $11.00 to $13.00 price range, for gross proceeds of $52.25 mil
Skyward Specialty Insurance Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Atour Lifestyle Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alkaid Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alkaid Acquisition Corp .disclosed plans to offer 5,000,000 units, with each unit consisting of one share of common stock and one right to receive one-fifth of one share of common stock.
The underwriters received a discount of $0.525 per share (a gross spread of 5.25%) and a total of $2.625 mil for underwriting Alkaid Acquisition Corp.'s IPO
Alkaid 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 $0.325 per share (a gross spread of 6.5%) and a total of $975,000 for underwriting Snail, Inc.'s IPO
Snail, Inc. set the price of its initial public offering of 3,000,000 shares at $5.00 per share, which was at the midpoint of the $4.00 to $6.00 price range, for gross proceeds of $15.0 mil
Adamas One Corp. increased the number of shares of common stock to be offered to 7,165,904 shares from 5,374,612 shares with Adamas One continuing to sell 3,150,000 shares and selling stockholders now offering 4,015,904 shares
Pono Capital Three, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Pono Capital Three, Inc. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one redeemable warrant
The underwriters received a discount of $0.52 per unit (a gross spread of 5.2%) and a total of $5.2 mil for underwriting Pono Capital Three, Inc.'s IPO
Pono Capital Three, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Bounty Minerals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Acrivon Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Plutonian Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ASP Isotopes Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Snail, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
OS Acquisition Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Permex Petroleum Corporation increased the number of shares to be offered to 3,600,000 units, with each unit consisting of one common share and one warrant to purchase one common share; previously the company offered 2,000,000 shares of common stock
Permex Petroleum Corporation decreased the anticipated price for its IPO to $3.74 per unit from $5.50 per common share
KWESST Micro Systems Inc. decreased the anticipated price range for its IPO to $4.71 to $5.21 per unit from $4.13 to $6.30 per unit
Atour Lifestyle Holdings Limited decreased the number of American Depositary Shares (ADS) to be offered to 4,750,000 shares from 19,744,700 shares
Atour Lifestyle Holdings Limited decreased the anticipated price range for its IPO to between $11.00 to $13.00 per share from $13.50 to $15.50 per share
AgiiPlus Inc. disclosed plans to offer 8,700,000 Class A ordinary shares to the public
AgiiPlus Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share
Brera Holdings PLC filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Brera Holdings PLC disclosed plans to offer 1,500,000 Class B ordinary shares to the public
Brera Holdings PLC set the anticipated price range for its IPO at $4.00 to $6.00 per share
ParaZero Technologies Ltd. decreased the number of shares to be offered to 1,600,000 units from 1,750,000 ordinary shares, with each unit consisting of one ordinary share and two warrants, each to purchase one ordinary share
ParaZero Technologies Ltd. increased the anticipated price range for its IPO to $4.25 to $6.25 per unit from $4.00 to $6.00 per ordinary share
Permex Petroleum Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Permex Petroleum Corporation disclosed plans to offer 2,000,000 shares of common stock to the public
Corporate Governance Reports
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..