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Mergers IPOs

Mergers & Acquisitions

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.


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

Trinity Industries, Inc.26 Oct 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 09/09/2020 (10-Q )
TSR, Inc.26 Oct 20
Poison Pill Other Announcements
DPD Note: The proxy statement for the company's November 19, 2020 annual meeting includes a company proposal "to hold a non-binding advisory vote on the termination of the Company's stockholder rights plan no later than August 29, 2021". The vote is non-binding but the Board will consider the outcome of the vote when making future decisions regarding whether to terminate the rights plan on or prior to its August 29, 2021 expiration date. (DEF 14A )
Cardinal Health, Inc.23 Oct 20
Exempt Solicitation
DPD Note: Rhode Island General Treasurer and Connecticut State Treasurer filed a second Notice of Exempt Solicitation urging fellow stockholders to vote against the approval of the company's "Say on Pay" proposal at the November 2020 annual meeting. The filing includes the same text as the PX14A6G filed on October 19, 2020 except that the new filing includes information on the filers and corrects a typographical error (i.e., $2.5 million bonus CEO bonus). (PX14A6G )
IBEX Limited23 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 08/07/2020 (20-F )
Las Vegas Sands Corp.23 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 10/20/2020 (10-Q )
Ashford Hospitality Trust, Inc.22 Oct 20
Exempt Solicitation
DPD Note: Cygnus Capital, Inc. filed an eighth Notice of Exempt Solicitation on a voluntary basis related to its call for fellow stockholders to vote against the company proposals to amend the charter and to approve the issuance of common stock needed to complete the previously announced exchange offers. The stock issuance proposal was approved at the October 6, 2020 special meeting but the company has adjourned the meeting to seek more votes for the charter amendment proposal. The filing includes a press release with Cygnus suggestions of alternate means to restructure. (PX14A6G )
Coca-Cola Company (The)22 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 04/22/2020 (10-Q )
Jabil Inc.22 Oct 20
Other Material Defense/Proxy Disclosure
DPD Note: 10-K discloses the date the company expects to hold the 2021 annual meeting. (10-K )
Medifast, Inc.22 Oct 20
Poison Pill Expiration
DPD Note: On October 21, 2020, 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 )
Texas Capital Bancshares, Inc.22 Oct 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 10/05/2020 (10-Q )
Tractor Supply Company22 Oct 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated (10-Q )
BioSpecifics Technologies Corp.19 Oct 20
Poison Pill Amendment
DPD Note: Endo International plc made exempt in connection with merger agreement under which it will acquire the company; Expiration date amended to include effective time of merger (8-K )
Cardinal Health, Inc.19 Oct 20
Exempt Solicitation
DPD Note: Rhode Island General Treasurer and Connecticut State Treasurer filed a Notice of Exempt Solicitation urging fellow stockholders to vote against the approval of the company's "Say on Pay" proposal at the November 2020 annual meeting citing management's role in the nation's opioid crisis and resulting earnings losses. (PX14A6G )
Drive Shack Inc.19 Oct 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on December 14, 2020 and that it expects to commence mailing of the proxy materials on or about November 4, 2020 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 October 29, 2020 to submit any proposals or nominations. The company's 2019 annual meeting was held on May 29, 2019. (8-K )
Intuitive Surgical, Inc.19 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/24/2020 (10-Q )
Intuitive Surgical, Inc.19 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/29/2017 (10-Q )
Intuitive Surgical, Inc.19 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 09/12/2003 (10-Q )
Intuitive Surgical, Inc.19 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/21/2012 (10-Q )
PHX Minerals Inc.19 Oct 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 10/12/2020 (S-3 )
Nuverra Environmental Solutions, Inc.16 Oct 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on December 18, 2020 which is more than 30 days after the anniversary of the company's 2019 annual meeting held on June 18, 2019 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 October 26, 2020 to submit any proposals or nominations. (8-K )
Precision Optics Corporation, Inc.16 Oct 20
Exempt Solicitation
DPD Note: Scott Klarquist, founder of Seven Corners Capital Management, LLC , filed a Notice of Exempt Solicitation on a voluntary basis containing a letter to fellow stockholders seeking support to compel the company to hold an annual meeting. Mr. Klarquist states that an annual meeting is needed to hold the Board accountable for the company's underperformance and to better align compensation with stockholder interests. Mr. Klarquist claims the company has not held an annual meeting since 2009. (PX14A6G )
ZIOPHARM Oncology, Inc.16 Oct 20
Disclose Commencement of Written Consent (By Stockholder)
DPD Note: WaterMill Asset Management Corp. filed a preliminary consent solicitation statement in connection with its solicitation of written consents to reconstitute a minority of the Board. WaterMill is seeking to remove without cause four members of the Board and replace them with three nominees including Watermark principal Robert Postma. Watermark is also seeking to amend the company's bylaws. (PREC14A )
ZIOPHARM Oncology, Inc.16 Oct 20
Update:Disclose Commencement of Written Consent (By Stockholder) on 10/16/2020
• Press release: Ziopharm Oncology Announces Receipt of Shareholders' Intent to Solicit Written Consents (Press Release )
Nurix Therapeutics, Inc.14 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 07/28/2020 (10-Q )
Nurix Therapeutics, Inc.14 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 07/28/2020 (10-Q )
W. R. Grace & Co.14 Oct 20
Update:Settlement/Standstill on 02/20/2019
DPD Note: 40 North Management LLC's director nominee (Kathleen G. Reiland) appointed as part of a February 2019 settlement, resigned from the company's Board based on her disagreement with the Board regarding the company's strategic direction. (8-K )
Contura Energy, Inc.13 Oct 20
Update:Governance/Defense Controversy/Criticism on 10/07/2020
• Press release: Contura Issues Statement on MG Capital Letter (Press Release )
iBio, Inc.13 Oct 20
Advance Notice Disclosure
DPD Note: The company updated the 2020 annual meeting information provided on October 9, 2020 to disclose a new deadline of October 23, 2020 for 14a-8 proposals, along with other minor changes including fixing the company's mailing address. The company had provided a October 21, 2020 deadline. (8-K/A )
Royalty Pharma plc13 Oct 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 06/16/2020 (S-1 )
LivaNova PLC12 Oct 20
Governance/Defense Controversy/Criticism
DPD Note: PrimeStone Capital issued a press release containing a link to a letter to the company's Board with recommendations to improve performance including capital allocation changes, Board and management compensation changes, and replacing the CFO. (Press Release )
Ally Financial, Inc.09 Oct 20
Discloses AGM Date
• Press release: Ally Financial Announces Date of 2021 Annual Meeting of Stockholders (Press Release )
iBio, Inc.09 Oct 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on December 9, 2020 which is more than 30 days earlier than the anniversary of the company's 2019 annual meeting held on March 5, 2020 triggering a new deadline under Rule 14a-8. The company provided a new deadline of October 21, 2020 to submit 14a-8 proposals. The company also disclosed that because the meeting date is 20 days earlier than the anniversary of the 2019 meeting the alternative timing provision in the company's advance notice bylaw applies and any proposals must be received "no later than the close of business on the later of (i) 90 days before the 2020 Annual Meeting and (ii) 10 days after public announcement of the date of the 2020 Annual Meeting is first made". (8-K )
Vontier Corporation09 Oct 20
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Waters Corporation08 Oct 20
Advance Notice Disclosure
DPD Note: In connection with an amendment to the company's bylaws to revise the advance notice timeliness requirements, the company disclosed updated deadlines for non-14a-8 proposals and nominations for its 2021 annual meeting. (8-K )
Ashford Hospitality Trust, Inc.07 Oct 20
Exempt Solicitation
DPD Note: Cygnus Capital, Inc. filed a seventh Notice of Exempt Solicitation on a voluntary basis related to its call for fellow stockholders to vote against the company proposals to amend the charter and to approve the issuance of common stock needed to complete the previously announced exchange offers. The stock issuance proposal was approved at the October 6, 2020 special meeting but the company has adjourned the meeting to seek more votes for the charter amendment proposal. The filing includes a press release with Cygnus calling for the company to terminate the exchange offers after the special meeting was adjourned due to not receiving enough votes to approve the charter amendment proposal. Cygnus is now also calling for preferred stockholders to reject the exchange offers. (PX14A6G )
Contura Energy, Inc.07 Oct 20
Governance/Defense Controversy/Criticism
DPD Note: MG Capital Management, Ltd. filed an initial 13D reporting a 5.8% stake and disclosing a press release containing a letter to the Board calling for a director refreshment program. MG Capital contends that certain directors have failed to embrace best practices when it comes to environmental, social and governance ("ESG") criteria. MG Capital also disclosed that it is prepared to nominate director candidates ahead of the 2021 annual meeting "if the incumbent Board forces us to do so". (SC 13D )
Reading International, Inc.07 Oct 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it will hold its 2020 annual meeting on December 8, 2020 which is more than 30 days after the anniversary of the company's 2019 annual meeting held on May 7, 2019 triggering a new deadline under Rule 14a-8. The company provided a new deadline of October 16, 2020 to submit such proposals. (8-K )
Virtusa Corporation07 Oct 20
Settlement/Standstill
DPD Note: The company entered into a Settlement Agreement with New Mountain Vantage Advisers (NMV) ending the proxy fight. NMV will withdraw its nominations for directors at the company's 2020 annual meeting which was held on October 2, 2020. All votes for NMV's director nominees Ramakrishna Prasad Chintamaneni and Patricia B. Morrison will be disregarded. Under the agreement, the Board will be increased by one seat and Ms. Morrison will be appointed. NMV will also be reimbursed for expenses and for the difference between the $51.35 per share in the agreed upon acquisition of the company by Baring Private Equity Asia (BPEA) and shares acquired by NMV up to $2 million. NMV also entered into a separate voting agreement to vote in favor of the BPEA transaction. (8-K )
Acuity Brands, Inc.06 Oct 20
Discloses AGM Date
• Press release: Acuity Brands Declares Quarterly Dividend and Announces Annual Meeting Date (Press Release )
Ashford Hospitality Trust, Inc.06 Oct 20
Other Material Defense/Proxy Disclosure
DPD Note: The company announced it is partially adjourning the October 6 special meeting to solicit more votes to approve the charter amendment proposal. (Press Release )

IPO Activity

Omnichannel Acquisition Corp.27 Oct 20
Registration Statement Filed
Omnichannel Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Omnichannel Acquisition Corp.27 Oct 20
Shares Offered Disclosed
Omnichannel Acquisition Corp. disclosed plans to offer 35,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Omnichannel Acquisition Corp.27 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per unit (a gross spread of 2%) and a total of $2 mil for underwriting Omnichannel Acquisition Corp.'s IPO
Omnichannel Acquisition Corp.27 Oct 20
Other IPO Related
Omnichannel Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Mallard Acquisition Corp.27 Oct 20
Registration Statement Declared Effective
Mallard Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
NeoGames S.A.27 Oct 20
Registration Statement Filed
NeoGames S.A. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Lux Health Tech Acquisition Corp.26 Oct 20
Registration Statement Declared Effective
Lux Health Tech Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bluescape Opportunities Acquisition Corp.26 Oct 20
Shares Offered Decreased
Bluescape Opportunities Acquisition Corp. decreased the number of units to be offered to 57,500,000 units from 70,000,000 units
Root, Inc.26 Oct 20
Shares Offered Increased
Root, Inc. increased the number of Class A common shares to be offered to 24,581,515 from 24,164,515 with Root continuing to sell 22,000,000 shares and the selling shareholders now offering 2,581,515 shares
Breeze Holdings Acquisition Corp.26 Oct 20
Registration Statement Filed
Breeze Holdings Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Breeze Holdings Acquisition Corp.26 Oct 20
Shares Offered Disclosed
Breeze Holdings Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one share of common stock and one redeemable warrant
Breeze Holdings Acquisition Corp.26 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per unit (a gross spread of 2%) and a total of $2 mil for underwriting Breeze Holdings Acquisition Corp.'s IPO
Breeze Holdings Acquisition Corp.26 Oct 20
Other IPO Related
Breeze Holdings Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Leo Holdings Corp. II26 Oct 20
Registration Statement Filed
Leo Holdings Corp. II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Leo Holdings Corp. II26 Oct 20
Shares Offered Disclosed
Leo Holdings Corp. II disclosed plans to offer 35,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-third of one redeemable warrant
Leo Holdings Corp. II26 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $19.25 mil for underwriting Leo Holdings Corp. II's IPO
Leo Holdings Corp. II26 Oct 20
Other IPO Related
Leo Holdings Corp. II disclosed that the offer price for the units issued in its initial public offering would be $10.00 per unit
Gores Holdings VI, Inc.26 Oct 20
Shares Offered Increased
Gores Holdings VI, Inc. increased the number of units to be offered to 52,500,000 units from 30,000,000 units
OTR Acquisition Corp.26 Oct 20
Shares Offered Decreased
OTR Acquisition Corp. decreased the number of units to be offered to 11,500,000 units from 25,000,000 units
Health Assurance Acquisition Corp.26 Oct 20
Registration Statement Filed
Health Assurance Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Health Assurance Acquisition Corp.26 Oct 20
Shares Offered Disclosed
Health Assurance Acquisition Corp. disclosed plans to offer 50,000,000 SAIL (Stakeholder Aligned Initial Listing) Securities, with each SAIL consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Health Assurance Acquisition Corp.26 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per unit (a gross spread of 5.5%) and a total of $27.5 mil for underwriting Health Assurance Acquisition Corp.'s IPO
Health Assurance Acquisition Corp.26 Oct 20
Other IPO Related
Health Assurance Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per SAIL
SQZ Biotechnologies Company26 Oct 20
Shares Offered Disclosed
SQZ Biotechnologies Company disclosed plans to offer 4,411,765 common shares to the public
SQZ Biotechnologies Company26 Oct 20
Price Range Disclosed
SQZ Biotechnologies Company set the anticipated price range for its IPO at $16.00 to $18.00 per share
Atea Pharmaceuticals, Inc.26 Oct 20
Shares Offered Disclosed
Atea Pharmaceuticals, Inc. disclosed plans to offer 11,000,000 common shares to the public
Atea Pharmaceuticals, Inc.26 Oct 20
Price Range Disclosed
Atea Pharmaceuticals, Inc. set the anticipated price range for its IPO at $22.00 to $24.00 per share
Mavenir plc26 Oct 20
Shares Offered Decreased
Mavenir plc decreased the number of Class A common shares to be offered to 12,500,000 shares from 13,636,364 shares
CONX Corp.26 Oct 20
Shares Offered Decreased
CONX Corp. decreased the number of units to be offered to 75,000,000 units from 100,000,000 units
Eucrates Biomedical Acquisition Corp.23 Oct 20
Registration Statement Declared Effective
Eucrates Biomedical Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Rice Acquisition Corp.23 Oct 20
Shares Offered Increased
Rice Acquisition Corp. increased the number of units to be offered to 21,500,000 units from 20,000,000 units
Yellowstone Acquisition Company23 Oct 20
Shares Offered Decreased
Yellowstone Acquisition Company decreased the number of units to be offered to 12,500,000 units from 15,000,000 units
McAfee Corp.23 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.10 per share (a gross spread of 5.5%) and a total of $40.7 mil for underwriting McAfee Corp.'s IPO
McAfee Corp.23 Oct 20
IPO Price Disclosed
McAfee Corp. set the price of its initial public offering of 37,000,000 Class A shares at $20.00 per share, which was within the $19.00 to $22.00 price range, for gross proceeds of $740 mil
Cerberus Telecom Acquisition Corp.23 Oct 20
Shares Offered Decreased
Cerberus Telecom Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 30,000,000 units
Foghorn Therapeutics Inc.23 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $8.4 mil for underwriting Foghorn Therapeutics Inc.'s IPO
Foghorn Therapeutics Inc.23 Oct 20
IPO Price Disclosed
Foghorn Therapeutics Inc. set the price of its initial public offering of 7,500,000 shares at $16.00 per share, which was within the $15.00 to $17.00 price range, for gross proceeds of $120 mil
Kingswood Acquisition Corp.23 Oct 20
Shares Offered Decreased
Kingswood Acquisition Corp. decreased the number of units to be offered to 12,500,000 units from 15,000,000 units
Spring Valley Acquisition Corp.23 Oct 20
Shares Offered Decreased
Spring Valley Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 25,000,000 units
Sotera Health Company23 Oct 20
Registration Statement Filed
Sotera Health Company filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Concord Acquisition Corp23 Oct 20
Registration Statement Filed
Concord Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Concord Acquisition Corp23 Oct 20
Shares Offered Disclosed
Concord Acquisition Corp disclosed plans to offer 25,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Concord Acquisition Corp23 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per unit (a gross spread of 2%) and a total of $5 mil for underwriting Concord Acquisition Corp's IPO
Concord Acquisition Corp23 Oct 20
Other IPO Related
Concord Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
FinTech Acquisition Corp. V23 Oct 20
Registration Statement Filed
FinTech Acquisition Corp. V filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
FinTech Acquisition Corp. V23 Oct 20
Shares Offered Disclosed
FinTech Acquisition Corp. V disclosed plans to offer 21,500,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
FinTech Acquisition Corp. V23 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.60 per unit (a gross spread of 6%) and a total of $12.9 mil for underwriting FinTech Acquisition Corp. V's IPO
FinTech Acquisition Corp. V23 Oct 20
Other IPO Related
FinTech Acquisition Corp. V disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
TS Innovation Acquisitions Corp.23 Oct 20
Registration Statement Filed
TS Innovation Acquisitions Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
TS Innovation Acquisitions Corp.23 Oct 20
Shares Offered Disclosed
TS Innovation Acquisitions Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
TS Innovation Acquisitions Corp.23 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting TS Innovation Acquisitions Corp.'s IPO
TS Innovation Acquisitions Corp.23 Oct 20
Other IPO Related
TS Innovation Acquisitions Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Vallon Pharmaceuticals, Inc.23 Oct 20
Registration Statement Filed
Vallon Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Guild Holdings Company23 Oct 20
Shares Offered Decreased
Guild Holdings Company decreased the number of common shares to be offered to 6,500,000 shares from 8,500,000 shares
Guild Holdings Company23 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.975 per share (a gross spread of 7%) and a total of $6.3 mil for underwriting Guild Holdings Company's IPO
Guild Holdings Company23 Oct 20
IPO Price Disclosed
Guild Holdings Company set the price of its initial public offering of 6,500,000 shares at $15.00 per share, which is 11.7% below the low end of its $17.00 to $19.00 price range, for gross proceeds of $97.5 mil
DPCM Capital, Inc.23 Oct 20
Shares Offered Increased
DPCM Capital, Inc. increased the number of units to be offered to 30,000,000 units from 25,000,000 units
Mallard Acquisition Corp.22 Oct 20
Shares Offered Increased
Mallard Acquisition Corp. increased the number of units to be offered to 11,000,000 units from 10,000,000 units
Acies Acquisition Corp.22 Oct 20
Registration Statement Declared Effective
Acies Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lufax Holding Ltd22 Oct 20
Shares Offered Disclosed
Lufax Holding Ltd disclosed plans to offer 175,000,000 American Depositary Shares (ADS) with every two ADS representing one ordinary share
Lufax Holding Ltd22 Oct 20
Price Range Disclosed
Lufax Holding Ltd set the anticipated price range for its IPO at $11.50 to $13.50 per American Depositary Share
Leslie's, Inc.22 Oct 20
Shares Offered Disclosed
Leslie's, Inc. disclosed plans to offer40,000,000 common shares to the public with Leslie's selling 30,000,000 shares and selling shareholders offering 10,000,000 shares
Leslie's, Inc.22 Oct 20
Price Range Disclosed
Leslie's, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Supernova Partners Acquisition Company, Inc.22 Oct 20
Shares Offered Increased
Supernova Partners Acquisition Company, Inc. increased the number of units to be offered to 35,000,000 units from 30,000,000 units
Altimar Acquisition Corporation22 Oct 20
Registration Statement Declared Effective
Altimar Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Foghorn Therapeutics Inc.22 Oct 20
Registration Statement Declared Effective
Foghorn Therapeutics Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Lefteris Acquisition Corp.22 Oct 20
Shares Offered Decreased
Lefteris Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 22,500,000 units
Abcam plc22 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.225 per share (a gross spread of 7%) and a total of $11 mil for underwriting Abcam plc's IPO
Abcam plc22 Oct 20
IPO Price Disclosed
Abcam plc set the price of its initial public offering of 8,945,218 American Depositary Shares at $17.50 per ADS
Datto Holding Corp.22 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.63863 per share (a gross spread of 6.07%) and a total of $36 mil for underwriting Datto Holding Corp.'s IPO
Datto Holding Corp.22 Oct 20
Underwriting Discount Disclosed
Datto Holding Corp. set the price of its initial public offering of 22,000,000 shares at $27.00 per share, which was within the $24.00 to $27.00 price range, for gross proceeds of $594 mil
Zanite Acquisition Corp.22 Oct 20
Registration Statement Filed
Zanite Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Zanite Acquisition Corp.22 Oct 20
Shares Offered Disclosed
Zanite Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Zanite Acquisition Corp.22 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Zanite Acquisition Corp.'s IPO
Zanite Acquisition Corp.22 Oct 20
Other IPO Related
Zanite Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Churchill Capital Corp V22 Oct 20
Shares Offered Increased
Churchill Capital Corp V increased the number of units to be offered to 40,000,000 units from 30,000,000 units
New Beginnings Acquisition Corp.22 Oct 20
Shares Offered Increased
New Beginnings Acquisition Corp. increased the number of units to be offered to 10,000,000 units from 7,500,000 units
Galecto, Inc.22 Oct 20
Shares Offered Disclosed
Galecto, Inc. disclosed plans to offer 5,666,667 common shares to the public
Galecto, Inc.22 Oct 20
Price Range Disclosed
Galecto, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Acies Acquisition Corp.21 Oct 20
Shares Offered Decreased
Acies Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 30,000,000 units
Mavenir plc21 Oct 20
Shares Offered Disclosed
Mavenir plc disclosed plans to offer 13,636,364 Class A ordinary shares to the public
Mavenir plc21 Oct 20
Price Range Disclosed
Mavenir plc set the anticipated price range for its IPO at $20.00 to $24.00 per share
Biodesix, Inc.21 Oct 20
Shares Offered Disclosed
Biodesix, Inc. disclosed plans to offer 4,166,667 common shares to the public
Biodesix, Inc.21 Oct 20
Price Range Disclosed
Biodesix, Inc. set the anticipated price range for its IPO at $17.00 to $19.00 per share
Rice Acquisition Corp.21 Oct 20
Registration Statement Declared Effective
Rice Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Altimar Acquisition Corporation21 Oct 20
Shares Offered Decreased
Altimar Acquisition Corporation decreased the number of units to be offered to 25,000,000 units from 30,000,000 units
Yellowstone Acquisition Company21 Oct 20
Registration Statement Declared Effective
Yellowstone Acquisition Company's registration statement was declared effective by the Securities and Exchange Commission (SEC)
McAfee Corp.21 Oct 20
Registration Statement Declared Effective
McAfee Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Cerberus Telecom Acquisition Corp.21 Oct 20
Registration Statement Declared Effective
Cerberus Telecom Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
BCLS Acquisition Corp.21 Oct 20
Registration Statement Declared Effective
BCLS Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Tekkorp Digital Acquisition Corp.21 Oct 20
Registration Statement Declared Effective
Tekkorp Digital Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
AmeriHome, Inc.21 Oct 20
Shares Offered Disclosed
AmeriHome, Inc. disclosed plans to offer 14,705,882 Class A common shares to the public
AmeriHome, Inc.21 Oct 20
Price Range Disclosed
AmeriHome, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Guild Holdings Company21 Oct 20
Registration Statement Declared Effective
Guild Holdings Company's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Abcam plc21 Oct 20
Registration Statement Declared Effective
Abcam plc's registration statement was declared effective by the Securities and Exchange Commission (SEC)
MingZhu Logistics Holdings Limited21 Oct 20
Registration Statement Declared Effective
MingZhu Logistics Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
MingZhu Logistics Holdings Limited21 Oct 20
Underwriting Discount Disclosed
The underwriters received a discount of $.032 per share (a gross spread of 8%) and a total of $960,000 for underwriting MingZhu Logistics Holdings Limited's IPO
MingZhu Logistics Holdings Limited21 Oct 20
IPO Price Disclosed
MingZhu Logistics Holdings Limited set the price of its initial public offering of 3,000,000 shares at $4.00 per share
Caliber Home Loans, Inc.21 Oct 20
Shares Offered Disclosed
Caliber Home Loans, Inc. disclosed plans to offer 23,000,000 common shares to the public with the selling shareholders offering all 23,000,000 shares and the company not selling any shares
Caliber Home Loans, Inc.21 Oct 20
Price Range Disclosed
Caliber Home Loans, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share

Corporate Governance Reports

How Have Companies Responded to Delaware Supreme Court Upholding Federal Forum Provisions - 10/21/2020

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

Top Takeover Defense Changes of 2019 - 01/14/2020

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

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..