1-800-921-2004 - support@dealpointdata.com
Mergers IPOs

Mergers & Acquisitions

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.


Top 5 Largest U.S. Public M&A Deals Announced during First Half 2019
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

Dow Inc.16 Aug 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the meeting date and advance notice deadlines for proposals and nominations for the 2020 annual meeting. This is the company's first annual meeting as a public company after it was spun-off from DowDuPont in April 2019. (8-K )
KLA Corporation16 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 07/15/2019 (10-K )
Avnet, Inc.15 Aug 19
Other Material Defense/Proxy Disclosure
DPD Note: 10-K filing provides "anticipated" 2019 annual meeting date. (10-K )
Barnes & Noble Education, Inc.15 Aug 19
Update:Proxy Fight Director Nomination on 07/15/2019
DPD Note: The company filed its definitive proxy statement for its September 25, 2019 annual meeting. The company did not file a contested proxy statement (i.e., a DEFC14A) or mention Bay Capital's director nominations. Bay Capital Finance previously disclosed it nominated a five-person slate for election at the company's 2019 annual meeting after the company rejected several of its offers to acquire the company and that the company did not accept the nominations on the grounds that it was not a stockholder of record as of June 27, 2019. (DEF 14A )
Care.com, Inc.15 Aug 19
Governance/Defense Controversy/Criticism
DPD Note: Activist investor Engine Capital LP issued a press release that included a link to a letter it sent to the company's Board calling on the company to explore strategic alternatives including a possible sale of the company. Engine Capital LP also called for improvements to the company's corporate governance practices. (Press Release )
Innovative Food Holdings, Inc.15 Aug 19
Proxy Fight Director Nomination
DPD Note: JCP Investment Management, LLC disclosed it nominated a three-person slate for election to the company's Board at its 2019 annual meeting. JCP had been a 13D filer with respect to the company since November 2018 but had not previously disclosed any activist intentions, only that it purchased company shares based on its belief that the shares were undervalued and represented an attractive investment opportunity. (SC 13D/A )
Micron Technology, Inc.15 Aug 19
Update:Expiration on 07/19/2019
DPD Note: Form 15 filed to deregister the Common Stock Purchase Rights in connection with the expiration of the company's rights plan on July 19, 2019. (15-12G )
Bloom Energy Corporation14 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 07/27/2018 (10-Q )
Iteris, Inc.13 Aug 19
Governance/Defense Controversy/Criticism
DPD Note: Laughing Water Capital, LP announced plans to vote against the re-election of the company's long-tenured directors due in part to the company's poor corporate governance practices. (Press Release )
Astrotech Corporation12 Aug 19
Poison Pill Expiration
DPD Note: On August 10, 2019, 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 )
Cloudera, Inc.12 Aug 19
Settlement/Standstill
DPD Note: The company entered into a voting and standstill agreement with Icahn Enterprises L.P under which two Icahn employees will be appointed to the company's Board. In its initial 13D filing on August 1, 2019 reporting ownership of approximately 13% of the company's outstanding shares, Icahn disclosed that intends to speak with representatives of the company's Board and management to discuss enhancing shareholder value and potentially seeking board representation. (8-K )
FedNat Holding Company12 Aug 19
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold the 2019 annual meeting on October 17, 2019 which is more than 30 days after the anniversary of the company's 2018 annual meeting held on May 31, 2018 triggering a new deadline under Rule 14a-8. The company also disclosed a deadline of August 22, 2019 to submit non-14a-8 proposals and nominations for the meeting. (8-K )
FedNat Holding Company12 Aug 19
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with Capital Returns Management, LLC (CRM) ending a proxy fight. Under the agreement, the company will appoint two new independent directors with insurance industry experience. The agreement also includes standstill and voting provisions lasting approximately one year. CRM previously provided notice it was nominating its President Ronald D. Bobman for election to the company's Board at the company's 2019 annual meeting. (8-K )
Acacia Research Corporation09 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 07/29/2019 (10-Q )
CASI Pharmaceuticals, Inc.09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 08/02/2019 (10-Q )
Electronic Arts Inc.09 Aug 19
Defense Related Stockholder Proposal
DPD Note: Vote results for August 8, 2019 annual meeting include a stockholder proposal to allow 15% holders to call special meetings that received a majority of the votes cast and was approved. At the meeting, stockholders also voted on and approved a binding company proposal to amend the charter to allow 25% holders to call special meetings (currently stockholders have no right to call special meetings). (8-K )
Hospitality Properties Trust09 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/13/2019 (10-Q )
InnerWorkings, Inc.09 Aug 19
Settlement/Standstill
DPD Note: The company entered into a Cooperation Agreement with activist investor Engaged Capital, LLC under which two new independent directors will be appointed to the company's Board. Additionally, two incumbent directors will not stand for election at the 2019 annual meeting. The agreement also includes standstill and voting provisions. There was no public activism (and not a 13D filer) prior to the announcement of the cooperation agreement. (8-K )
Intrexon Corporation09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/11/2019 (10-Q )
PG&E Corporation09 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/21/2019 (10-Q )
Symantec Corporation09 Aug 19
Advance Notice Disclosure, Postpone Meeting
DPD Note: The company rescheduled the 2019 annual meeting to December 4, 2019 from the September 10, 2019 date it provided in its 10-K filing on May 24, 2019. The company also disclosed that the advance notice deadlines provided in the proxy statement for the 2018 annual meeting are once again the correct dates because the new December 4, 2019 meeting date is within 30 days of the 2018 annual meeting date of December 3, 2018. When the company announced plans to hold the 2019 annual meeting on September 10, 2019, which is more than 30 days before the anniversary of the 2018 annual meeting, it also disclosed that a new deadline for proposals, nominations, and proxy access now applied because of the alternative timing provision in the company's advance notice bylaw and Rule 14a-8. (10-Q )
Travelzoo09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/15/2019 (10-Q )
Ultra Petroleum Corp.09 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/24/2019 (10-Q )
Achillion Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/31/2019 (10-Q )
Argo Group International Holdings, Ltd.08 Aug 19
Planned Defense Change
DPD Note: The company announced governance enhancements including plans to put a bye-law amendment that provides for the phased-in declassification of the Board to a binding vote at the company's 2020 annual meeting. (Press Release )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/13/2019 (10-Q )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/26/2017 (10-Q )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/28/2015 (10-Q )
AVEO Pharmaceuticals, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 03/17/2010 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/25/2019 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 04/18/2002 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/06/2018 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/22/2011 (10-Q )
BioDelivery Sciences International, Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/24/2008 (10-Q )
CenturyLink, Inc.08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/22/2019 (10-Q )
Cerecor Inc.08 Aug 19
Failed Company Defense Change Vote
DPD Note: Vote results for August 7, 2019 annual meeting include proposals to amend the charter and bylaws to eliminate the supermajority vote requirement to amend the bylaws and certain charter provisions and to allow stockholders to act by majority written consent as long as Armistice Capital LLC owns at least 40% of the outstanding stock that were not approved (required 66 2/3% of the outstanding shares for approval). Similar company proposals were also voted on at the 2018 annual meeting but failed to receive the requisite affirmative vote of at least 66 2/3% of the voting shares needed for approval. (8-K )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/20/1998 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/15/1999 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/19/2001 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/18/2019 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/22/2013 (10-Q )
Donegal Group Inc.08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 08/26/1986 (10-Q )
Horizon Global Corporation08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/25/2019 (10-Q )
Ligand Pharmaceuticals Incorporated08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/19/2018 (S-8 )
Nelnet, Inc.08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/23/2019 (10-Q )
PCB Bancorp08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 07/01/2019 (10-Q )
Progenics Pharmaceuticals, Inc.08 Aug 19
Update:Governance/Defense Controversy/Criticism on 07/12/2019
DPD Note: The company will accept the resignations of directors Crowley and Kishbauch who received a majority vote against their election at the company's July 2019 annual meeting. (Press Release )
SeaChange International, Inc.08 Aug 19
Poison Pill Amendment
DPD Note: Definition of Acquiring Person amended to allow Karen Singer, TAR Holdings LLC and affiliates to acquire up to 25% of outstanding shares (8-K )
SeaChange International, Inc.08 Aug 19
Update:Settlement/Standstill on 03/01/2019
DPD Note: Amendment to Cooperation Agreement with Karen Singer and TAR Holdings LLC to increase the maximum ownership allowed in the standstill provision from 20.7% to 25% of the outstanding shares. (8-K )
TrustCo Bank Corp NY08 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/23/2019 (10-Q )
TrustCo Bank Corp NY08 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/23/2019 (10-Q )
Albemarle Corp.07 Aug 19
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 07/23/2019 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/26/2007 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/23/2008 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/29/1993 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 03/14/1990 (10-Q )
Astec Industries, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amendment Effective 07/25/2019 (10-Q )
Atkore International Group Inc.07 Aug 19
Advance Notice Disclosure
DPD Note: The company disclosed an updated deadline of September 4, 2020 to submit 14a-8 proposals for the 2020 annual meeting expected to be held on January 30, 2020 (we assume the company intended to disclose a date of September 4, 2019 not September 4, 2020). The deadlines for non-14a-8 proposals and nominations were unchanged from the dates provided in the 2019 proxy statement. (10-Q )
CVS Health Corporation07 Aug 19
Advance Notice Disclosure
DPD Note: The company refiled the advance notice deadlines it originally provided in the 2019 annual meeting proxy statement filed on April 5, 2019 because of a typographical error. (10-Q )
Encore Capital Group, Inc.07 Aug 19
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/20/2019 (10-Q )

Corporate Governance Reports

Top Takeover Defense Changes of 2018 - 01/14/2019

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

Votes to Ratify Poison Pills Have Become Routine as Plans Evolve - 12/19/2018

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

Peak Proxy Access Nomination Season - 10/31/2018

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..