Mergers & Acquisitions
Special Purpose Acquisition Company (SPAC) Market Study 2021
Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more
Update on the Prevalence of SPAC IPOs
In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more
Increasing Prevalence and Size of SPAC IPOs
The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more
Observations on Recent Poison Pill Activity
As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more
Coronavirus Pandemic's Impact on Stock Swap Valuations
Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more
Corporate America's Medicine Against Coronavirus
Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more
Coronavirus Impact on M&A Agreement Drafting
Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more
Second Most Active U.S. Public M&A Environment on Record
The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.
| Target | Acquirer | Equity Value ($bil) |
|---|---|---|
| Celgene Corporation | Bristol-Myers Squibb Company | 71.6 |
| Raytheon Company | United Technologies | 52.0 |
| Anadarko Petroleum | Occidental Petroleum | 37.9 |
| Worldpay, Inc. | Fidelity National Information Services | 34.8 |
| SunTrust Banks | BB&T Corporation | 28.2 |
Market Leaders - U.S. Public Mergers
Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.
| Rank | Firm | Equity Value ($bil) |
|---|---|---|
| 1 | Wachtell, Lipton, Rosen & Katz | 249.4 |
| 2 | Kirkland & Ellis | 100.8 |
| 3 | Skadden | 88.4 |
M&A Adviser Fee Watch
As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.
Corporate Governance Activity
DPD Note: Crawford United Corporation (CUC) will not conduct a proxy fight at the 2021 annual meeting. CUC previously disclosed that it nominated a two-person slate for election to the company's Board at the 2021 annual meeting. (SC 13D/A )
DPD Note: Majority Action filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of Chair and CEO Warren E. Buffett at the company's May 2021 annual meeting citing the company's failure to set ambitious decarbonization targets in line with 1.5°C pathways and align business plans and policy to influence these targets. (PX14A6G )
Filing: On April 9, 2021, Blucora, Inc. (the "Company") issued a press release to announce that Glass Lewis and Co., LLC has recommended that stockholders vote "FOR" all of the Company's director nominees on the BLUE proxy card at the upcoming 2021 annual meeting of stockholders (8-K )
Filing: HoldCo Opportunities Fund III, L.P. ("HoldCo Fund"), together with the participants named herein (collectively, "HoldCo"), intends to file a preliminary proxy statement with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of director nominees at the 2 ... (DFAN14A )
DPD Note: Friends Fiduciary filed a Notice of Exempt Solicitation in support of its stockholder proposal requesting a report on the company's lobbying activities and expenditures. The proposal will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Filing: On April 9, 2021, the Board of Directors of Cracker Barrel Old Country Store, Inc., a Tennessee corporation (the "Company"), declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share, and adopted a shareholder rights p ... (8-K )
DPD Note: 8-A/A to reflect the expiration of the April 9, 2018 rights plan on April 9, 2021 (a replacement plan was adopted the same day). (8-A12B/A )
Filing: CVR ENERGY, INC. IEP ENERGY LLC IEP ENERGY HOLDING LLC AMERICAN ENTERTAINMENT PROPERTIES CORP. ICAHN BUILDING LLC ICAHN ENTERPRISES HOLDINGS L.P (DFAN14A )
DPD Note: SEIU Pension Plans Master Trust filed a Notice of Exempt Solicitation on a voluntary basis urging fellow stockholders to vote for a stockholder proposal requesting a report on the company's lobbying activities and expenditures. The proposal was co-filed by SEIU and Oregon Public Employees Retirement Fund and will be voted on at the company's April 2021 annual meeting. (PX14A6G )
Filing: Item 4. Purpose of Transaction. Present a Position Statement by the Reporting Persons with respect to the proposals to be voted on in the Company's general meeting of shareholders to be held on May 5, 2021. The Reporting Persons' Position Statement is attached hereto as Schedule A. (SC 13D/A )
DPD Note: On April 8, 2021, the company's stockholder rights plan expired without renewal or replacement. The company disclosed the expiration in an 8-K and 8-A/A filing. (8-K )
DPD Note: Association of BellTel Retirees filed a Notice of Exempt Solicitation on a voluntary basis containing a letter to association members urging them to vote for two stockholder proposals regarding executive compensation (golden parachutes and a clawback policy) submitted by members. The proposals will be voted on at the May 2021 annual meeting. (PX14A6G )
DPD Note: Harrington Investments, Inc. filed a Notice of Exempt Solicitation on a voluntary basis in support of its stockholder proposal requesting the company convert a Public Benefit Corporation. The proposal will be voted on at the company's April 2021 annual meeting. (PX14A6G )
Filing: The Sonic Fund II, L.P., together with the other participants named herein (collectively, "Sonic"), has filed with the Securities and Exchange Commission a preliminary proxy statement and an accompanying proxy card to be used to solicit votes for the election of its slate of director nominees for th ... (DFAN14A )
DPD Note: The company finalized a settlement agreement with Cygnus Capital, Inc. related to litigation that resulted in Cygnus withdrawing its director nominations at the 2021 annual meeting. The company previously filed a lawsuit to prevent Cygnus from proceeding with an "unlawful proxy contest" claiming Cygnus violated federal securities laws by failing to disclose the formation of a secret stockholder group and failure to provide adequate disclosure regarding its plans for the company. (8-K )
DPD Note: Green Century Capital Management filed a Notice of Exempt Solicitation on a voluntary basis in support of a stockholder proposal requesting the company issue a report assessing if and how it could increase the scale, pace, and rigor of its efforts to eliminate native vegetation conversion in its soy supply chain. The proposal was sponsored by co-filers Storebrand Asset Management AS and Green Century Fund and will be voted on at the company's May 2021 annual meeting. (PX14A6G )
Filing: Incorporated herein by reference to the sections entitled "DIRECTOR COMPENSATION," "EXECUTIVE COMPENSATION," "REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS" and "Compensation Committee Interlocks and Insider Participation" in our definitive proxy statement filed with the Commission ... (10-K )
(DEFC14A )
• Press release: Columbia Property Trust Provides Update on Strategic Business Review Process (Press Release )
(DEF 14A )
Filing: On April 7, 2021, the Board of Directors (the "Board") of CytoSorbents Corporation (the "Company") approved the Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective immediately. The Board amended the voting standard for the removal of directors contained in Article II, S ... (8-K )
Filing: On April 8, 2021, the Board of Directors of Dawson Geophysical Company (the "Company") declared a dividend of one right ("Right") for each outstanding share of the Company's Common Stock, par value $0.01 per share ("Common Stock"), to shareholders of record at the close of business on April 19, 2021 ... (8-K )
Filing: Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On April 8, 2021, CVI filed a complaint in the Court of Chancery of the State of Delaware seeking that the Court permit CVI to inspect the books and records of Delek and grant other r ... (SC 13D/A )
(DEF 14A )
Filing: As described in further detail in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company's stockholders approved the amendment of the Company's Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock of the Company from 337,500, ... (8-K )
• Press release: GameStop Announces Slate of Director Candidates for 2021 Annual Meeting of Stockholders (Press Release )
(DEF 14A )
DPD Note: Rhia Ventures filed a Notice of Exempt Solicitation on a voluntary basis urging fellow stockholders to vote for a stockholder proposal publish an annual report analyzing the congruency of political and electioneering expenditures during the preceding year against publicly stated company values and policies. The proposal was submitted by Rhia Ventures on behalf of Jonathan Weinstock and will be voted on at the company's May 2021 annual meeting. (PX14A6G )
(DEF 14A )
(DEF 14A )
(DEF 14A )
DPD Note: Interfaith Center on Corporate Responsibility (ICCR) press release regarding engagement efforts by ICCR members on climate lobbying. The press release highlights the stockholder proposal to be voted on at the company's May 2021 annual meeting and questions why the company has not reached an agreement on the issue. (Press Release )
Filing: Item 4. Purpose of Transaction We are filing this Seventh Amendment to announce that we have mailed a letter to the Issuer's shareholders. A copy of this letter is attached as Exhibit 6 to this Seventh Amendment and is also available at http://www.okapivote.com/PFBX. On March 12, 2021, we announced ... (SC 13D/A )
DPD Note: California State Teachers' Retirement System (CalSTRS) filed a Notice of Exempt Solicitation in support of its stockholder proposal requesting issue a report describing how its lobbying activities (direct and through trade associations) align with the goal of limiting average global warming to well below 2 degrees Celsius. The proposal will be voted on at the company's May 2021 annual meeting. (PX14A6G )
(DEF 14A )
(DEF 14A )
DPD Note: Interfaith Center on Corporate Responsibility (ICCR) press release regarding engagement efforts by ICCR members on climate lobbying. The press release highlights the stockholder proposal to be voted on at the company's May 2021 annual meeting and questions why the company has not reached an agreement on the issue. (Press Release )
(DEF 14A )
(DEF 14A )
Filing: On April 8, 2021, Standard General Master Fund L.P. sent to the Company a books and records demand under Section 220 of the Delaware General Corporation Law. A copy of the demand is filed herewith as Exhibit 1 (DFAN14A )
(DEF 14A )
(DEF 14A )
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IPO Activity
OceanTech Acquisitions I Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
OceanTech Acquisitions I Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting OceanTech Acquisitions I Corp.'s IPO
OceanTech Acquisitions I Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Vaccitech plc filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Valneva SE filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
The Honest Company, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Post Holdings Partnering Corporation decreased the number of units to be offered to 30,000,000 units from 40,000,000 units
Five Star Bancorp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Reneo Pharmaceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
VectivBio Holding AG's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Aldel Financial Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Global SPAC Partners Co.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Global SPAC Partners Co. decreased the number of units to be offered to 16,000,000 units from 20,000,000 units
CM Life Sciences III Inc. increased the number of units to be offered to 48,000,000 units from 40,000,000 units
TPG Pace Solutions Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Artiva Biotherapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Twin Vee PowerCats Co. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Werewolf Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Tetragon Acquisition Corporation I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Tetragon Acquisition Corporation I disclosed plans to offer 50,000,000 units, with each unit consisting of one Class A common share and one-third of one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $27.5 mil for underwriting Tetragon Acquisition Corporation I's IPO
Tetragon Acquisition Corporation I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Riverview Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Riverview Acquisition Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A common share and one-half of one warrant
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 Riverview Acquisition Corp.'s IPO
Riverview Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Panacea Acquisition Corp. II's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Model Performance Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Tio Tech A's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Clover Leaf Capital Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Clover Leaf Capital Corp. disclosed plans to offer 12,500,000 units, with each unit consisting of one Class A common share and one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $6.875 mil for underwriting Clover Leaf Capital Corp.'s IPO
Clover Leaf Capital Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Perception Capital Corp. II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Perception Capital Corp. II disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
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 Perception Capital Corp. II's IPO
Perception Capital Corp. II disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
International Media Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
International Media Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one common share and one redeemable warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting International Media Acquisition Corp.'s IPO
International Media Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Onion Global Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
The underwriters received a discount of $0.30 per share (a gross spread of 7.5%) and a total of $1.125 mil for underwriting UTime Limited's IPO
UTime Limited set the price of its initial public offering of 3,750,000 shares at $4.00 per share, which was within the $4.00 to $5.00 price range, for gross proceeds of $15 mil
Privia Health Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
LumiraDx Limited withdrew its initial public offering as the company has agreed to merge with CA Healthcare Acquisition Corp., a special purpose acquisition company (SPAC)
TuSimple Holdings Inc. disclosed plans to offer 33,783,783 Class A shares to the public with TuSimple selling 27,027,027 shares and selling shareholders offering 6,756,756 shares
TuSimple Holdings Inc. set the anticipated price range for its IPO at $35.00 to $39.00 per share
agilon health, inc. disclosed plans to offer 46,600,000 common shares to the public
agilon health, inc. set the anticipated price range for its IPO at $20.00 to $23.00 per share
Applovin Corporation disclosed plans to offer 25,000,000 Class A shares to the public with Applovin selling 22,500,000 shares and selling shareholders offering 2,500,000 shares
Applovin Corporation set the anticipated price range for its IPO at $75.00 to $85.00 per share
Karat Packaging Inc. disclosed plans to offer 3,950,000 common shares to the public
Karat Packaging Inc. set the anticipated price range for its IPO at $18.00 to $120.00 per share
CM Life Sciences III Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Bowman Consulting Group Ltd. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Innovatus Life Sciences Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Innovatus Life Sciences Acquisition Corp. disclosed plans to offer 17,500,000 Class A common shares
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 Innovatus Life Sciences Acquisition Corp.'s IPO
Innovatus Life Sciences Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
ION Acquisition Corp 3 Ltd. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ION Acquisition Corp 3 Ltd. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A ordinary share and one-eighth of one redeemable warrant
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 ION Acquisition Corp 3 Ltd.'s IPO
ION Acquisition Corp 3 Ltd. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
PowerSchool Holdings, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lamar Partnering Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lamar Partnering Corporation disclosed plans to offer 30,000,000 units, with each unit consisting of one Class A ordinary share and one-fourth of one redeemable warrant
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 Lamar Partnering Corporation's IPO
Lamar Partnering Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
The Glimpse Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Reneo Pharmaceuticals, Inc. disclosed plans to offer 6,250,000 common shares to the public
Reneo Pharmaceuticals, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
VectivBio Holding AG disclosed plans to offer 7,500,000 ordinary shares to the public
VectivBio Holding AG set the anticipated price range for its IPO at $16.00 to $18.00 per share
Alkami Technology, Inc. disclosed plans to offer 6,000,000 common shares to the public
Alkami Technology, Inc. set the anticipated price range for its IPO at $22.00 to $25.00 per share
UTime Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ace Global Business Acquisition Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
EG Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
EG Acquisition Corp. 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
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 EG Acquisition Corp.'s IPO
EG Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Karooooo Ltd. decreased the number of prdinary shares to be offered to 1,050,000 shares from 4,000,000 shares with Karooooo now selling all 1,050,000 shares and selling shareholders offering none
Black Dragon Acquisition Corp. I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Black Dragon Acquisition Corp. I disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $5 mil for underwriting Black Dragon Acquisition Corp. I's IPO
Black Dragon Acquisition Corp. I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Aurvandil Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Aurvandil Acquisition Corp. disclosed plans to offer 25,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
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 Aurvandil Acquisition Corp.'s IPO
Aurvandil Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Rain Therapeutics Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Juniper II Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Juniper II Corp. disclosed plans to offer 40,000,000 units, with each unit consisting of one Class A common share and one-fourth of one warrant
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $22 mil for underwriting Juniper II Corp.'s IPO
Juniper II Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Osiris Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Corporate Governance Reports
One year removed from the Covid-19 related stock market crash and the resulting increase in the number of companies turning to poison pills, we revisit the status of these companies and plans. Read more
Companies that delayed the holding of their 2020 annual meeting that are returning to their traditional annual meeting schedule may be impacting advance notice deadlines for proposals and director nominations. A review of advance notice provisions and a feature that can require a resetting of the submission deadlines. Read more
Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. The public health impact of the COVID-19 pandemic led to an increase in changes to governing documents in 2020 including numerous companies making the changes necessary to facilitate virtual shareholder meetings. Read more
A review of charter and bylaw filings in the six months since the Delaware Supreme Court upheld federal forum provisions ("FFP") shows that FFPs are becoming standard in the governing documents of IPO companies and among existing companies, an initial spike of adoptions that has steadily leveled off. Read more
Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. With much of the conversation surrounding corporate governance shifting away from shareholder rights to social and environmental issues, the volume of defense changes and updates to governing documents in general declined for companies of all sizes for a second year in a row. Read more
A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more
It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more
Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more
Securities Offerings
IPOs - Record Unicorn Issuance
The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.
High-Yield Bonds
The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..