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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

Cedar Realty Trust, Inc.26 Feb 21
Proxy Fight Director Nomination
DPD Note: Ewing Morris & Co. Investment Partners Ltd. (EM) filed an initial 13D reporting ownership of 8.1% of the shares and that it nominated EM CEO Darcy Morris for election to the company's Board at the 2021 annual meeting. EM also disclosed it has been in discussions with the Board and management about numerous operational and strategic opportunities to maximize shareholder value. Less than an hour after the filing, Barington Capital announced it intends to nominate a two-person slate for election as directors at the 2021 annual meeting. (SC 13D )
Cedar Realty Trust, Inc.26 Feb 21
Proxy Fight Director Nomination
DPD Note: Barington Capital announced it intends to nominate a two-person slate for election to the company's Board at the 2021 annual meeting. Barington also disclosed it intends to file proxy materials in support of the nominations. The Barington announcement was made less than an hour after Ewing Morris & Co. Investment Partners Ltd. (EM) filed an initial 13D disclosing that it nominated its CEO Darcy Morris for election to the company's Board at the 2021 annual meeting. (DFAN14A )
Enzo Biochem, Inc.26 Feb 21
Update:Governance/Defense Controversy/Criticism on 12/30/2020
DPD Note: Harbert Discovery Funds disclosed an additional letter to the independent members of the Board calling on them to accept the resignation of Elazar Rabbani. Harbert also stated its belief that a sale of the company would maximize shareholder value and that a special committee should be formed to pursue strategic alternatives. At the company's January 4, 2021 annual meeting, a majority of the votes cast were against the re-election of Mr. Rabbani. Harbert previously disclosed it voted against the company's director nominees at the annual meeting. (SC 13D/A )
Global Net Lease, Inc.26 Feb 21
Poison Pill Amendment
DPD Note: Extend expiration date from April 8, 2021 to April 8, 2024 (10-K )
Tidewater Inc.26 Feb 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The 2021 annual meeting has been scheduled for June 8, 2021 which is more than 30 days earlier than the anniversary of the 2020 annual meeting held on July 28, 2020 triggering the alternative timing provision in the company's advance notice bylaws. The original deadline of February 18, 2021 for 14a-8 proposals will continue to apply. The company disclosed a new deadline of March 10, 2021 for non-14a-8 proposals and nominations. (8-K )
Tile Shop Holdings, Inc.26 Feb 21
Update:Other Material Defense/Proxy Disclosure on 02/01/2021
DPD Note: 272 Capital and B. Riley Financial issued a press release with another letter to the Board condemning the Board's lack of engagement. The group previously called for an up-listing of the company's common stock on a major stock exchange to unlock shareholder value and threated a proxy fight. In the new letter, the group stated that because of the company's continued refusal to engage, it intends to run an opposing slate of independent board nominees at the upcoming annual meeting. The nomination deadline is April 22, 2021. (Press Release )
Vonage Holdings Corp.26 Feb 21
Update:Settlement/Standstill on 03/15/2019
DPD Note: The company entered into Amendment No. 1 to the "Renewal Agreement" to the Cooperation Agreement with Legion Partners Asset Management, LLC dated March 15, 2019 which extends the standstill period. (8-K )
ACI Worldwide, Inc.25 Feb 21
Settlement/Standstill
DPD Note: The company entered into an agreement with Starboard Value LP under which two new independent directors will be appointed to the Board and two current directors will not stand for re-election at the 2021 annual meeting. The agreement also includes standstill provisions and voting commitments. During the standstill period, Thomas Cusack, a representative of Starboard, will serve as an observer to the Board. In a previous 13D/A, Starboard called for the Board to explore all available strategic alternatives to maximize value, including a sale of the company. (8-K )
ADT Inc.25 Feb 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the 2021 annual meeting date and provided the advance notice deadline for non-14a-8 proposals and nominations for the meeting (the same deadline the company provided in the proxy statement for its 2020 annual meeting). (8-K )
American Finance Trust, Inc.25 Feb 21
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 02/24/2021 (10-K )
American Finance Trust, Inc.25 Feb 21
Poison Pill Amendment
DPD Note: Extend expiration date from April 12, 2021 to April 12, 2024 (10-K )
AvalonBay Communities, Inc.25 Feb 21
Discloses AGM Date
• Press release: AvalonBay Communities, Inc. Announces 2021 Annual Meeting Details (Press Release )
Avient Corporation25 Feb 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 06/30/2020 (10-K )
Avient Corporation25 Feb 21
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/30/2020 (10-K )
Blucora, Inc.25 Feb 21
Proxy Fight Director Nomination
DPD Note: Ancora Holdings, Inc. press release and letter to fellow stockholders announcing it nominated a four-person slate for election to the company's Board at 2021 annual meeting. Ancora cited the negative TSR and underperformance, poor capital allocation, and ineffective Board oversight among the reasons for the nominations. (DFAN14A )
Dun & Bradstreet Holdings, Inc.25 Feb 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 07/02/2020 (10-K )
Dun & Bradstreet Holdings, Inc.25 Feb 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 07/02/2020 (10-K )
Farmers & Merchants Bancorp, Inc.25 Feb 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Hewlett Packard Enterprise Company25 Feb 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
IBEX Limited25 Feb 21
Definitive Proxy (Advance Notice Annual Disclosure)
(6-K )
Lennar Corporation25 Feb 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Lumen Technologies, Inc.25 Feb 21
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 01/22/2021 (10-K )
Marrone Bio Innovations, Inc.25 Feb 21
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The 2021 annual meeting has been scheduled for May 26, 2021 which is more than 30 days earlier than the anniversary of the 2020 annual meeting held on October 29, 2020 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed a new deadline of March 12, 2021 for 14a-8 proposals and April 14, 2021 for non-14a-8 proposals and nominations. (8-K )
OneSpan Inc.25 Feb 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (10-K )
OneSpan Inc.25 Feb 21
Proxy Fight Director Nomination
DPD Note: Legion Partners Asset Management, LLC 13D/A and press release containing a letter to fellow stockholders announcing it nominated a four-person slate for election to the company's Board at the 2021 annual meeting. Legion Partners cited its concerns with the company's valuation discount to its peers, poor corporate governance, and misguided capital allocation, and detailed its belief that the company should undergo a comprehensive strategic review that could return significant value to stockholders. (SC 13D/A )
Schlumberger N.V.25 Feb 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Sinclair Broadcast Group, Inc.25 Feb 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 03/04/2015 (8-K )
Synopsys, Inc.25 Feb 21
Exempt Solicitation
DPD Note: John Chevedden filed a Notice of Exempt Solicitation on a voluntary basis in support of his stockholder proposal to reduce the percent required to call a special meeting from 20% to 10% and remove the one-year holding requirement. The proposal will be voted on at the company's April 2021 annual meeting. (PX14A6G )

IPO Activity

Tiga Acquisition Corp. III28 Feb 21
Registration Statement Filed
Tiga Acquisition Corp. III filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Tiga Acquisition Corp. III28 Feb 21
Shares Offered Disclosed
Tiga Acquisition Corp. III disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-quarter of one warrant
Tiga Acquisition Corp. III28 Feb 21
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 Tiga Acquisition Corp. III's IPO
Tiga Acquisition Corp. III28 Feb 21
Other IPO Related
Tiga Acquisition Corp. III disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Cardiva Medical, Inc.26 Feb 21
IPO Withdrawn
Cardiva Medical, Inc. withdrew its initial public offering as the company has decided not to pursue an IPO at this time
Karooooo Ltd.26 Feb 21
Registration Statement Filed
Karooooo Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Connect Biopharma Holdings Limited26 Feb 21
Registration Statement Filed
Connect Biopharma Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Intermedia Cloud Communications, Inc.26 Feb 21
Registration Statement Filed
Intermedia Cloud Communications, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Finch Therapeutics Group, Inc.26 Feb 21
Registration Statement Filed
Finch Therapeutics Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Instil Bio, Inc.26 Feb 21
Registration Statement Filed
Instil Bio, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ACV Auctions Inc.26 Feb 21
Registration Statement Filed
ACV Auctions Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
FAST Acquisition Corp. II26 Feb 21
Registration Statement Filed
FAST Acquisition Corp. II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
FAST Acquisition Corp. II26 Feb 21
Shares Offered Disclosed
FAST Acquisition Corp. II disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-quarter of one redeemable warrant
FAST Acquisition Corp. II26 Feb 21
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 FAST Acquisition Corp. II's IPO
FAST Acquisition Corp. II26 Feb 21
Other IPO Related
FAST Acquisition Corp. II disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Build Acquisition Corp.26 Feb 21
Registration Statement Filed
Build Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Build Acquisition Corp.26 Feb 21
Shares Offered Disclosed
Build Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-third of one redeemable warrant
Build Acquisition Corp.26 Feb 21
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 Build Acquisition Corp.'s IPO
Build Acquisition Corp.26 Feb 21
Other IPO Related
Build Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Avalon Acquisition Inc.26 Feb 21
Registration Statement Filed
Avalon Acquisition Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Avalon Acquisition Inc.26 Feb 21
Shares Offered Disclosed
Avalon Acquisition Inc. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
Avalon Acquisition Inc.26 Feb 21
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 Avalon Acquisition Inc.'s IPO
Avalon Acquisition Inc.26 Feb 21
Other IPO Related
Avalon Acquisition Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Tiga Acquisition Corp. II26 Feb 21
Registration Statement Filed
Tiga Acquisition Corp. II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Tiga Acquisition Corp. II26 Feb 21
Shares Offered Disclosed
Tiga Acquisition Corp. II disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-quarter of one warrant
Tiga Acquisition Corp. II26 Feb 21
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 Tiga Acquisition Corp. II's IPO
Tiga Acquisition Corp. II26 Feb 21
Other IPO Related
Tiga Acquisition Corp. II disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
RMG Acquisition Corp. VII26 Feb 21
Registration Statement Filed
RMG Acquisition Corp. VII filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
RMG Acquisition Corp. VII26 Feb 21
Shares Offered Disclosed
RMG Acquisition Corp. VII disclosed plans to offer 72,500,000 units, with each unit consisting of one share of Class A ordinary stock and one-fifth of one redeemable warrant
RMG Acquisition Corp. VII26 Feb 21
Shares Offered Increased
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $39.875 mil for underwriting RMG Acquisition Corp. VII's IPO
RMG Acquisition Corp. VII26 Feb 21
Other IPO Related
RMG Acquisition Corp. VII disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
RMG Acquisition Corp. V26 Feb 21
Registration Statement Filed
RMG Acquisition Corp. V filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
RMG Acquisition Corp. V26 Feb 21
Shares Offered Disclosed
RMG Acquisition Corp. V disclosed plans to offer 27,500,000 units, with each unit consisting of one share of Class A ordinary stock and one-fifth of one redeemable warrant
RMG Acquisition Corp. V26 Feb 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $23.375 mil for underwriting RMG Acquisition Corp. V's IPO
RMG Acquisition Corp. V26 Feb 21
Other IPO Related
RMG Acquisition Corp. V disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
RMG Acquisition Corp. IV26 Feb 21
Registration Statement Filed
RMG Acquisition Corp. IV filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
RMG Acquisition Corp. IV26 Feb 21
Shares Offered Disclosed
RMG Acquisition Corp. IV disclosed plans to offer 27,500,000 units, with each unit consisting of one share of Class A ordinary stock and one-fifth of one redeemable warrant
RMG Acquisition Corp. IV26 Feb 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $15.125 mil for underwriting RMG Acquisition Corp. IV's IPO
RMG Acquisition Corp. IV26 Feb 21
Other IPO Related
RMG Acquisition Corp. IV disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Cornerstone Investment Capital Holdings Co.26 Feb 21
Registration Statement Filed
Cornerstone Investment Capital Holdings Co. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Cornerstone Investment Capital Holdings Co.26 Feb 21
Shares Offered Disclosed
Cornerstone Investment Capital Holdings Co. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A common share and one-third of one redeemable warrant
Cornerstone Investment Capital Holdings Co.26 Feb 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Cornerstone Investment Capital Holdings Co.'s IPO
Cornerstone Investment Capital Holdings Co.26 Feb 21
Other IPO Related
Cornerstone Investment Capital Holdings Co. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Blueprint Health Merger Corp.26 Feb 21
Registration Statement Filed
Blueprint Health Merger Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Blueprint Health Merger Corp.26 Feb 21
Shares Offered Disclosed
Blueprint Health Merger Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-third of one redeemable warrant
Blueprint Health Merger Corp.26 Feb 21
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 Blueprint Health Merger Corp.'s IPO
Blueprint Health Merger Corp.26 Feb 21
Other IPO Related
Blueprint Health Merger Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
BYTE Acquisition Corp.26 Feb 21
Registration Statement Filed
BYTE Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
BYTE Acquisition Corp.26 Feb 21
Shares Offered Disclosed
BYTE Acquisition Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-half of one redeemable warrant
BYTE Acquisition Corp.26 Feb 21
Shares Offered Increased
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 BYTE Acquisition Corp.'s IPO
BYTE Acquisition Corp.26 Feb 21
Other IPO Related
BYTE Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Foresite Life Sciences Corp.26 Feb 21
Registration Statement Filed
Foresite Life Sciences Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Foresite Life Sciences Corp.26 Feb 21
Shares Offered Disclosed
Foresite Life Sciences Corp. disclosed plans to offer 25,000,000 Class A common shares
Foresite Life Sciences Corp.26 Feb 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $13.75 mil for underwriting Foresite Life Sciences Corp.'s IPO
Foresite Life Sciences Corp.26 Feb 21
Other IPO Related
Foresite Life Sciences Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
TransCode Therapeutics, Inc.26 Feb 21
Registration Statement Filed
TransCode Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Kadem Sustainable Impact Corporation26 Feb 21
Registration Statement Filed
Kadem Sustainable Impact Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Kadem Sustainable Impact Corporation26 Feb 21
Shares Offered Disclosed
Kadem Sustainable Impact Corporation disclosed plans to offer 17,500,000 units, with each unit consisting of one share of Class A common stock and one-half of one warrant
Kadem Sustainable Impact Corporation26 Feb 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $9.625 mil for underwriting Kadem Sustainable Impact Corporation's IPO
Kadem Sustainable Impact Corporation26 Feb 21
Other IPO Related
Kadem Sustainable Impact Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Hywin Holdings Ltd.26 Feb 21
Registration Statement Filed
Hywin Holdings Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Switchback III Corporation26 Feb 21
Registration Statement Filed
Switchback III Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Switchback III Corporation26 Feb 21
Shares Offered Disclosed
Switchback III Corporation disclosed plans to offer 27,500,000 units, with each unit consisting of one share of Class A common stock and one-fifth of one warrant
Switchback III Corporation26 Feb 21
Other IPO Related
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $15.125 mil for underwriting Switchback III Corporation's IPO
Switchback III Corporation26 Feb 21
Other IPO Related
Switchback III Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
TortoiseEcofin Acquisition Corp. III26 Feb 21
Registration Statement Filed
TortoiseEcofin Acquisition Corp. III filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
TortoiseEcofin Acquisition Corp. III26 Feb 21
Shares Offered Disclosed
TortoiseEcofin Acquisition Corp. III disclosed plans to offer 30,000,000 Class A ordinary shares
TortoiseEcofin Acquisition Corp. III26 Feb 21
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 TortoiseEcofin Acquisition Corp. III's IPO
TortoiseEcofin Acquisition Corp. III26 Feb 21
Other IPO Related
TortoiseEcofin Acquisition Corp. III disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Roth CH Acquisition III Co.26 Feb 21
Shares Offered Decreased
Roth CH Acquisition III Co. decreased the number of units to be offered to 10,000,000 units from 15,000,000 units
Leonardo DRS, Inc.26 Feb 21
Registration Statement Filed
Leonardo DRS, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Tuya Inc.26 Feb 21
Registration Statement Filed
Tuya Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Big Sky Growth Partners, Inc.26 Feb 21
Registration Statement Filed
Big Sky Growth Partners, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Big Sky Growth Partners, Inc.26 Feb 21
Shares Offered Disclosed
Big Sky Growth Partners, Inc. disclosed plans to offer 30,000,000 units, with each unit consisting of one Class A common share and one-fifth of one redeemable warrant
Big Sky Growth Partners, Inc.26 Feb 21
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 Big Sky Growth Partners, Inc.'s IPO
Big Sky Growth Partners, Inc.26 Feb 21
Other IPO Related
Big Sky Growth Partners, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Cartesian Growth Corporation25 Feb 21
Shares Offered Increased
Cartesian Growth Corporation increased the number of units to be offered to 30,000,000 units from 25,000,000 units
Hudson Executive Investment Corp. III25 Feb 21
Shares Offered Increased
Hudson Executive Investment Corp. III increased the number of units to be offered to 52,500,000 units from 50,000,000 units
BOA Acquisition Corp.25 Feb 21
Shares Offered Increased
BOA Acquisition Corp. increased the number of units to be offered to 20,000,000 units from 17,500,000 units
Colicity Inc.25 Feb 21
Shares Offered Increased
Colicity Inc. increased the number of units to be offered to 30,000,000 units from 27,500,000 units
Leo Holdings III Corp25 Feb 21
Registration Statement Declared Effective
Leo Holdings III Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Leo Holdings III Corp25 Feb 21
Shares Offered Increased
Leo Holdings III Corp increased the number of units to be offered to 24,000,000 units from 20,000,000 units
Fusion Acquisition Corp. II25 Feb 21
Registration Statement Declared Effective
Fusion Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Fusion Acquisition Corp. II25 Feb 21
Shares Offered Increased
Fusion Acquisition Corp. II increased the number of units to be offered to 43,500,000 units from 36,500,000 units
Ibere Pharmaceuticals25 Feb 21
Registration Statement Declared Effective
Ibere Pharmaceuticals' registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ibere Pharmaceuticals25 Feb 21
Shares Offered Increased
Ibere Pharmaceuticals increased the number of units to be offered to 12,000,000 units from 10,000,000 units
MCAP Acquisition Corporation25 Feb 21
Registration Statement Declared Effective
MCAP Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
MCAP Acquisition Corporation25 Feb 21
Shares Offered Increased
MCAP Acquisition Corporation increased the number of units to be offered to 27,500,000 units from 25,000,000 units
Austerlitz Acquisition Corporation II25 Feb 21
Registration Statement Declared Effective
Austerlitz Acquisition Corporation II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Austerlitz Acquisition Corporation II25 Feb 21
Shares Offered Increased
Austerlitz Acquisition Corporation II increased the number of units to be offered to 120,000,000 units from 100,000,000 units
African Gold Acquisition Corporation25 Feb 21
Registration Statement Declared Effective
African Gold Acquisition Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
African Gold Acquisition Corporation25 Feb 21
Shares Offered Increased
African Gold Acquisition Corporation increased the number of units to be offered to 36,000,000 units from 30,000,000 units
Warrior Technologies Acquisition Company25 Feb 21
Registration Statement Declared Effective
Warrior Technologies Acquisition Company's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Warrior Technologies Acquisition Company25 Feb 21
Shares Offered Increased
Warrior Technologies Acquisition Company increased the number of units to be offered to 24,000,000 units from 20,000,000 units
ARYA Sciences Acquisition Corp IV25 Feb 21
Registration Statement Declared Effective
ARYA Sciences Acquisition Corp IV's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Austerlitz Acquisition Corporation I25 Feb 21
Registration Statement Declared Effective
Austerlitz Acquisition Corporation I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Austerlitz Acquisition Corporation I25 Feb 21
Shares Offered Increased
Austerlitz Acquisition Corporation I increased the number of units to be offered to 60,000,000 units from 50,000,000 units
SilverBox Engaged Merger Corp I25 Feb 21
Registration Statement Declared Effective
SilverBox Engaged Merger Corp I's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Kensington Capital Acquisition Corp. II25 Feb 21
Registration Statement Declared Effective
Kensington Capital Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Orion Biotech Opportunities Corp.25 Feb 21
Registration Statement Filed
Orion Biotech Opportunities Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)

Corporate Governance Reports

Delayed 2020 Annual Meetings Impact Key 2021 Advance Notice Deadlines - 02/23/2021

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

Top Takeover Defense Changes of 2020 - 01/21/2021

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

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..