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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

Marrone Bio Innovations, Inc.11 Aug 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on October 29, 2020 which is more than 30 days after the anniversary of the company's 2019 annual meeting held on May 30, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company provided a new deadline of August 21, 2020 to submit 14a-8 proposals and September 14, 2020 for non-14a-8 proposals and nominations. (8-K )
Acacia Research Corporation10 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 07/28/2020 (10-Q )
Ameris Bancorp10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/16/2020 (10-Q )
Ameris Bancorp10 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/11/2020 (10-Q )
Energous Corporation10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 03/26/2014 (10-Q )
Energous Corporation10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/27/2020 (10-Q )
Energous Corporation10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/26/2020 (10-Q )
Energous Corporation10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 03/27/2014 (10-Q )
Energous Corporation10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/27/2020 (10-Q )
Intercept Pharmaceuticals, Inc.10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 10/16/2012 (10-Q )
Intercept Pharmaceuticals, Inc.10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/28/2020 (10-Q )
Intercept Pharmaceuticals, Inc.10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/19/2016 (10-Q )
Intercept Pharmaceuticals, Inc.10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/17/2014 (10-Q )
National Health Investors Inc10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/06/2020 (10-Q )
Peoples Financial Services Corp.10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/19/2020 (10-Q )
Popular, Inc.10 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/26/2020 (10-Q )
Rapid7, Inc.10 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/03/2020 (10-Q )
Rapid7, Inc.10 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/03/2020 (10-Q )
Reliant Bancorp, Inc.10 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/16/2020 (10-Q )
Sage Therapeutics, Inc.10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 07/23/2014 (10-Q )
TrueCar, Inc.10 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 05/20/2014 (10-Q )
Allegiant Travel Company07 Aug 20
Defense Related Stockholder Proposal
DPD Note: Vote results for August 4, 2020 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 10% that did not receive a majority of votes cast and was not approved. In May 2020 (which is after the January 2020 deadline to submit proposals for the meeting), the company amended its bylaws to permit 25% holders to call special meetings and recommended stockholders vote against the proposal in light of this action. (8-K )
CIRCOR International, Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/12/2020 (10-Q )
CTI BioPharma Corp.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/05/2020 (10-Q )
Electronic Arts Inc.07 Aug 20
Defense Related Stockholder Proposal
DPD Note: Vote results for August 6, 2020 annual meeting include a stockholder proposal to allow stockholders to act by written consent that received a majority of the votes cast and was approved. (8-K )
Electronic Arts Inc.07 Aug 20
Governance/Defense Controversy/Criticism
DPD Note: At the company's August 6, 2020 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Fastly, Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated (10-Q )
Franklin Financial Services Corporation07 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 04/28/2020 (10-Q )
Orgenesis Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/27/2012 (S-8 )
Orgenesis Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/14/2011 (S-8 )
Orgenesis Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/23/2011 (S-8 )
Orgenesis Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/31/2011 (S-8 )
Orgenesis Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/05/2008 (S-8 )
Orgenesis Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 11/13/2017 (S-8 )
Pinnacle Financial Partners, Inc.07 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/09/2020 (10-Q )
SMTC Corporation07 Aug 20
Poison Pill Ratify Proposal
DPD Note: Vote results for August 6, 2020 annual meeting include the approval of an extension for an additional three year period of the SMTC Corporation Tax Benefits Preservation Rights Plan adopted on December 29, 2014. The rights plan's expiration date allows for extensions for one or more successive three-year periods by submitting the plan for re-approval by stockholders. (8-K )
StoneX Group Inc.07 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/06/2020 (10-Q )
TherapeuticsMD, Inc.07 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/22/2020 (10-Q )
Valley National Bancorp07 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/01/2020 (10-Q )
Bellicum Pharmaceuticals, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 12/23/2014 (10-Q )
Bellicum Pharmaceuticals, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/05/2020 (10-Q )
Bellicum Pharmaceuticals, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/15/2020 (10-Q )
Daseke, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/22/2020 (10-Q )
Diversified Healthcare Trust06 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/19/2020 (10-Q )
EPR Properties06 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/01/2020 (10-Q )
Hawaiian Electric Industries, Inc.06 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/02/2020 (10-Q )
Innovative Industrial Properties, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 01/26/2017 (10-Q )
Innovative Industrial Properties, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/03/2020 (10-Q )
Murphy Oil Corporation06 Aug 20
Governing Documents Filing (No Disclosure)
DPD Note: The company filed restated bylaws dated August 5, 2020 but did not disclose any details regarding changes made to the document since it was last amended in February 2016. The only material change identified by Deal Point Data was to "ARTICLE IV. - Committees of the Board" to delete the three subsections. (10-Q )
Old Dominion Freight Line, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/21/2020 (10-Q )
OneWater Marine Inc.06 Aug 20
Advance Notice Disclosure
DPD Note: The company disclosed the expected meeting date and advance notice deadlines for proposals and nominations for the 2021 annual meeting. This is the company's first annual meeting as a public company after its February 2020 IPO. (10-Q )
Under Armour, Inc.06 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/29/2020 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/03/2020 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/23/2016 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/01/2015 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/17/2011 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/17/2011 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 03/29/2011 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/22/2011 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/22/2011 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/27/2010 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 12/04/2008 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/28/2004 (10-Q )
United Community Banks, Inc.06 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated (10-Q )
Automatic Data Processing, Inc.05 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 08/05/2020 (10-K )
Avnet, Inc.05 Aug 20
Barrett Business Services, Inc.05 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 05/27/2020 (10-Q )
BioDelivery Sciences International, Inc.05 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 07/23/2020 (10-Q )
Collegium Pharmaceutical, Inc.05 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 05/20/2020 (10-Q )
CURO Group Holdings Corp.05 Aug 20
Governing Documents Filing (Restated Only)
• Exhibit: Charter Amended/Restated Effective 06/09/2020 (10-Q )
DermTech, Inc.05 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 08/29/2019 (10-Q )
DermTech, Inc.05 Aug 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/27/2020 (10-Q )
Enzon Pharmaceuticals, Inc.05 Aug 20
Proxy Fight Director Nomination
DPD Note: 13D/A by Couchman Management LLC discloses the nomination of three directors for election to the company's Board including Jonathan Couchman. Couchman Management filed its initial 13D in April 2020 reporting ownership of 16.6% of the company's shares but did not disclose any specific activist intentions, only that the company's shares "were undervalued and represented an attractive investment opportunity". (SC 13D/A )
Evergy, Inc.05 Aug 20
Update:Settlement/Standstill on 03/02/2020
DPD Note: The company announced its new 'Sustainability Transformation Plan' intended "to drive increased value and benefits for all of the Company's stakeholders". The company previously announced plans for a comprehensive review by the Board's Strategic Review & Operations Committee following its entry into a cooperation agreement with Elliott Management Corporation. (Press Release )
Forum Energy Technologies, Inc.05 Aug 20
Poison Pill Amendment
DPD Note: In connection with offer to exchange existing notes for new convertible notes, MacKay Shields LLC, DDJ Capital Management, LLC, and holders of new notes made exempt up to 20% subject to certain limitations (8-K )

IPO Activity

Harmony Biosciences Holdings, Inc.11 Aug 20
Shares Offered Disclosed
Harmony Biosciences Holdings, Inc. disclosed plans to offer 4,651,163 common shares to the public
Harmony Biosciences Holdings, Inc.11 Aug 20
Price Range Disclosed
Harmony Biosciences Holdings, Inc. set the anticipated price range for its IPO at $20.00 to $23.00 per share
Kubient, Inc.10 Aug 20
Shares Offered Increased
Kubient, Inc. increased the number of units to be offered to 1,833,334 from 1,583,334 units
Freeline Therapeutics Holdings plc10 Aug 20
Shares Offered Increased
Freeline Therapeutics Holdings plc increased the number of common shares to be offered to 8,823,529 from 7,352,941 shares
Freeline Therapeutics Holdings plc10 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 7%) and a total of $11.1 mil for underwriting Freeline Therapeutics Holdings plc's IPO
Freeline Therapeutics Holdings plc10 Aug 20
IPO Price Disclosed
Freeline Therapeutics Holdings plc set the price of its initial public offering of 8,823,529 ADRs at $18.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $159 mil
ARYA Sciences Acquisition Corp III10 Aug 20
Shares Offered Increased
ARYA Sciences Acquisition Corp III increased the number of units to be offered to 13,000,000 units from 12,500,000 units
IBEX Limited10 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.33 per share (a gross spread of 7%) and a total of $6.3 mil for underwriting IBEX Limited's IPO
IBEX Limited10 Aug 20
IPO Price Disclosed
IBEX Limited set the price of its initial public offering of 4,761,905 shares at $19.00 per share, which is 5% below the low end of its $20.00 to $22.00 price range, for gross proceeds of $90.5 mil
Checkmate Pharmaceuticals, Inc.10 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.05 per share (a gross spread of 7%) and a total of $5.25 mil for underwriting Checkmate Pharmaceuticals, Inc.'s IPO
Checkmate Pharmaceuticals, Inc.10 Aug 20
IPO Price Disclosed
Checkmate Pharmaceuticals, Inc. set the price of its initial public offering of 5,000,000 shares at $15.00 per share, which was within the $14.00 to $16.00 price range, for gross proceeds of $75 mil
Rocket Companies, Inc.10 Aug 20
Shares Offered Decreased
Rocket Companies, Inc. decreased the number of Class A common shares to be offered to 100,000,000 shares from 150,000,000 shares
Rocket Companies, Inc.10 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.41 per share (a gross spread of 2.28%) and a total of $40.5 mil for underwriting Rocket Companies, Inc.'s IPO
Rocket Companies, Inc.10 Aug 20
IPO Price Disclosed
Rocket Companies, Inc. set the price of its initial public offering of 100,000,000 shares at $18.00 per share, which is 10% below the low end of its $20.00 to $22.00 price range, for gross proceeds of $1.8 bil
CureVac N.V.10 Aug 20
Shares Offered Disclosed
CureVac N.V. disclosed plans to offer 13,333,333 common shares to the public
CureVac N.V.10 Aug 20
Price Range Disclosed
CureVac N.V. set the anticipated price range for its IPO at $14.00 to $16.00 per share
XPeng Inc.07 Aug 20
Registration Statement Filed
XPeng Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Gores Holdings V, Inc.07 Aug 20
Shares Offered Increased
Gores Holdings V, Inc. increased the number of units to be offered to 47,500,000 units from 40,000,000 units
Oak Street Health, Inc.07 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 6%) and a total of $19.7 mil for underwriting Oak Street Health, Inc.'s IPO
Oak Street Health, Inc.07 Aug 20
IPO Price Disclosed
Oak Street Health, Inc. set the price of its initial public offering of 15,625,000 shares at $21.00 per share, which is 5% above the high end of its increased $19.00 to $20.00 price range, for gross proceeds of $328.125 mil
Industrial Tech Acquisitions, Inc.07 Aug 20
Registration Statement Filed
Industrial Tech Acquisitions, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Industrial Tech Acquisitions, Inc.07 Aug 20
Shares Offered Disclosed
Industrial Tech Acquisitions, Inc. disclosed plans to offer 6,000,000 units, with each unit consisting of one share of Class A common stock and one redeemable warrant
Industrial Tech Acquisitions, Inc.07 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $3.3 mil for underwriting Industrial Tech Acquisitions, Inc.'s IPO
Industrial Tech Acquisitions, Inc.07 Aug 20
Other IPO Related
Industrial Tech Acquisitions, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
KE Holdings Inc.07 Aug 20
Shares Offered Disclosed
KE Holdings Inc. disclosed plans to offer 106,000,000 American Depositary Shares (ADS) with each ADS representing three Class A ordinary share
KE Holdings Inc.07 Aug 20
Price Range Disclosed
KE Holdings Inc. set the anticipated price range for its IPO at $17.00 to $19.00 per American Depositary Share
Acutus Medical, Inc.07 Aug 20
Shares Offered Increased
Acutus Medical, Inc. increased the number of common shares to be offered to 8,823,529 from 7,352,941 shares
Acutus Medical, Inc.07 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 7%) and a total of $11.1 mil for underwriting Acutus Medical, Inc.'s IPO
Acutus Medical, Inc.07 Aug 20
IPO Price Disclosed
Acutus Medical, Inc. set the price of its initial public offering of 8,823,529 shares at $18.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $159 mil
FTAC Olympus Acquisition Corp.07 Aug 20
Registration Statement Filed
FTAC Olympus Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
FTAC Olympus Acquisition Corp.07 Aug 20
Shares Offered Disclosed
FTAC Olympus Acquisition Corp. disclosed plans to offer 75,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-third of one redeemable warrant
FTAC Olympus Acquisition Corp.07 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.60 per share (a gross spread of 6%) and a total of $45 mil for underwriting FTAC Olympus Acquisition Corp.'s IPO
FTAC Olympus Acquisition Corp.07 Aug 20
Other IPO Related
FTAC Olympus Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
CF Finance Acquisition Corp. II07 Aug 20
Registration Statement Filed
CF Finance Acquisition Corp. II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CF Finance Acquisition Corp. II07 Aug 20
Shares Offered Disclosed
CF Finance Acquisition Corp. II disclosed plans to offer 52,500,000 units, with each unit consisting of one share of Class A common stock and one-third of one redeemable warrant
CF Finance Acquisition Corp. II07 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $10.5 mil for underwriting CF Finance Acquisition Corp. II's IPO
CF Finance Acquisition Corp. II07 Aug 20
Other IPO Related
CF Finance Acquisition Corp. II disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Duck Creek Technologies, Inc.07 Aug 20
Shares Offered Disclosed
Duck Creek Technologies, Inc. disclosed plans to offer 15,000,000 common shares to the public
Duck Creek Technologies, Inc.07 Aug 20
Price Range Disclosed
Duck Creek Technologies, Inc. set the anticipated price range for its IPO at $19.00 to $21.00 per share
Freeline Therapeutics Holdings plc06 Aug 20
Registration Statement Declared Effective
Freeline Therapeutics Holdings plc's registration statement was declared effective by the Securities and Exchange Commission (SEC)
ARYA Sciences Acquisition Corp III06 Aug 20
Registration Statement Declared Effective
ARYA Sciences Acquisition Corp III's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Vistas Media Acquisition Company Inc.06 Aug 20
Registration Statement Declared Effective
Vistas Media Acquisition Company Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
IBEX Limited06 Aug 20
Registration Statement Declared Effective
IBEX Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Checkmate Pharmaceuticals, Inc.06 Aug 20
Registration Statement Declared Effective
Checkmate Pharmaceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Ucommune Group Holdings Limited06 Aug 20
IPO Withdrawn
Ucommune Group Holdings Limited withdrew its initial public offering as the company has agreed to merge with Orisun Acquisition Corp., a blank check company
Fortis Minerals, LLC06 Aug 20
IPO Withdrawn
Fortis Minerals, LLC withdrew its initial public offering without stating a reason for terminating the IPO
Holicity Inc.06 Aug 20
Shares Offered Increased
Holicity Inc. increased the number of units to be offered to 27,500,000 units from 25,000,000 units
PMV Consumer Acquisition Corp.06 Aug 20
Registration Statement Filed
PMV Consumer Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
PMV Consumer Acquisition Corp.06 Aug 20
Shares Offered Disclosed
PMV Consumer Acquisition Corp. 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 redeemable warrant
PMV Consumer Acquisition Corp.06 Aug 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 PMV Consumer Acquisition Corp.'s IPO
PMV Consumer Acquisition Corp.06 Aug 20
Other IPO Related
PMV Consumer Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
BowX Acquisition Corp.06 Aug 20
Shares Offered Increased
BowX Acquisition Corp. increased the number of units to be offered to 42,000,000 units from 35,000,000 units
NetSTREIT Corp.05 Aug 20
Shares Offered Disclosed
NetSTREIT Corp. disclosed plans to offer 15,500,000 common shares to the public with NetSTREIT selling 15,209,135 shares and selling shareholders offering 290,865 shares
NetSTREIT Corp.05 Aug 20
Price Range Disclosed
NetSTREIT Corp. set the anticipated price range for its IPO at $19.00 to $21.00 per share
Gores Holdings V, Inc.05 Aug 20
Registration Statement Declared Effective
Gores Holdings V, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PainReform Ltd.05 Aug 20
Shares Offered Disclosed
PainReform Ltd. disclosed plans to offer 2,550,000 ordinary shares to the public
PainReform Ltd.05 Aug 20
Price Range Disclosed
PainReform Ltd. set the anticipated price range for its IPO at $8.00 to $10.00 per share
Rocket Companies, Inc.05 Aug 20
Registration Statement Declared Effective
Rocket Companies, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Kismet Acquisition One Corp05 Aug 20
Registration Statement Declared Effective
Kismet Acquisition One Corp registration statement was declared effective by the Securities and Exchange Commission (SEC)
Oak Street Health, Inc.05 Aug 20
Price Range Increased
Oak Street Health, Inc. increased the anticipated price range for its IPO to $19.00 to $20.00 per share from $15.00 to $17.00 per share
Oak Street Health, Inc.05 Aug 20
Registration Statement Declared Effective
Oak Street Health, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Acutus Medical, Inc.05 Aug 20
Registration Statement Declared Effective
Acutus Medical, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
BigCommerce Holdings, Inc.05 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.68 per share (a gross spread of 7%) and a total of $15.2 mil for underwriting BigCommerce Holdings, Inc.'s IPO
BigCommerce Holdings, Inc.05 Aug 20
IPO Price Disclosed
BigCommerce Holdings, Inc. set the price of its upsized initial public offering of 9,019,565 shares at $24.00 per share, which is 4.3% above the high end of its increased $21.00 to $23.00 price range, for gross proceeds of $216.5 mil
Rackspace Technology, Inc.05 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.1025 per share (a gross spread of 5.25%) and a total of $36.9 mil for underwriting Rackspace Technology, Inc.'s IPO
Rackspace Technology, Inc.05 Aug 20
IPO Price Disclosed
Rackspace Technology, Inc. set the price of its initial public offering of 33,500,000 shares at $21.00 per share, which was within the $21.00 to $24.00 price range, for gross proceeds of $703.5 mil
Health Sciences Acquisitions Corporation 205 Aug 20
Shares Offered Increased
Health Sciences Acquisitions Corporation 2 increased the number of ordinary shares to be offered to 13,913,044 from 12,500,000 shares
Broadstone Net Lease, Inc.05 Aug 20
Registration Statement Filed
Broadstone Net Lease, Inc. filed for an initial public offering with its filing of an S-11 with the Securities and Exchange Commission (SEC)
Colonnade Acquisition Corp.04 Aug 20
Registration Statement Filed
Colonnade Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Colonnade Acquisition Corp.04 Aug 20
Shares Offered Disclosed
Colonnade Acquisition Corp. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-half of one redeemable warrant
Colonnade Acquisition Corp.04 Aug 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 Colonnade Acquisition Corp.'s IPO
Colonnade Acquisition Corp.04 Aug 20
Other IPO Related
Colonnade Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Holicity Inc.04 Aug 20
Registration Statement Declared Effective
Holicity Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
BowX Acquisition Corp.04 Aug 20
Registration Statement Declared Effective
BowX Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
BigCommerce Holdings, Inc.04 Aug 20
Registration Statement Declared Effective
BigCommerce Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Rackspace Technology, Inc.04 Aug 20
Registration Statement Declared Effective
Rackspace Technology, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
GO Acquisition Corp.04 Aug 20
Registration Statement Declared Effective
GO Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Alpha Healthcare Acquisition Corp.04 Aug 20
Registration Statement Filed
Alpha Healthcare Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Alpha Healthcare Acquisition Corp.04 Aug 20
Shares Offered Disclosed
Alpha Healthcare Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Alpha Healthcare Acquisition Corp.04 Aug 20
Underwriting Discount Disclosed
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 Alpha Healthcare Acquisition Corp.'s IPO
Alpha Healthcare Acquisition Corp.04 Aug 20
Other IPO Related
Alpha Healthcare Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
FAST Acquisition Corp.04 Aug 20
Registration Statement Filed
FAST Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
FAST Acquisition Corp.04 Aug 20
Shares Offered Disclosed
FAST 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
FAST Acquisition Corp.04 Aug 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 FAST Acquisition Corp.'s IPO
FAST Acquisition Corp.04 Aug 20
Other IPO Related
FAST Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
TWC Tech Holdings II Corp.04 Aug 20
Registration Statement Filed
TWC Tech Holdings II Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
TWC Tech Holdings II Corp.04 Aug 20
Shares Offered Disclosed
TWC Tech Holdings II Corp. disclosed plans to offer 52,500,000 units, with each unit consisting of one share of Class A common stock and one-fifth of one redeemable warrant
TWC Tech Holdings II Corp.04 Aug 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $28.875 mil for underwriting TWC Tech Holdings II Corp.'s IPO
TWC Tech Holdings II Corp.04 Aug 20
Other IPO Related
TWC Tech Holdings II Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Presidio Property Trust, Inc.04 Aug 20
Shares Offered Decreased
Presidio Property Trust, Inc. decreased the number of Class C common shares to be offered to 2,000,000 from 2,500,000 shares
Presidio Property Trust, Inc.04 Aug 20
Price Range Decreased
Presidio Property Trust, Inc. decreased the anticipated price range for its IPO to $5.00 per share from $5.00 to $7.00 per share
Freeline Therapeutics Holdings plc03 Aug 20
Shares Offered Disclosed
Freeline Therapeutics Holdings plc disclosed plans to offer 7,352,941 American Depositary Shares (ADS) with each ADS representing one ordinary share
Freeline Therapeutics Holdings plc03 Aug 20
Price Range Disclosed
Freeline Therapeutics Holdings plc set the anticipated price range for its IPO at $16.00 to $18.00 per American Depositary Share
HighCape Capital Acquisition Corp.03 Aug 20
Registration Statement Filed
HighCape Capital Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
HighCape Capital Acquisition Corp.03 Aug 20
Shares Offered Disclosed
HighCape Capital Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one share of Class A common stock and one redeemable warrant
HighCape Capital Acquisition Corp.03 Aug 20
Underwriting Discount Disclosed
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 HighCape Capital Acquisition Corp.'s IPO
HighCape Capital Acquisition Corp.03 Aug 20
Other IPO Related
HighCape Capital Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Checkmate Pharmaceuticals, Inc.03 Aug 20
Shares Offered Disclosed
Checkmate Pharmaceuticals, Inc. disclosed plans to offer 5,000,000 common shares to the public
Checkmate Pharmaceuticals, Inc.03 Aug 20
Price Range Disclosed
Checkmate Pharmaceuticals, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
BigCommerce Holdings, Inc.03 Aug 20
Shares Offered Increased
BigCommerce Holdings, Inc. increased the number of common shares to be offered to 9,019,565 shares from 6,850,000 shares with BigCommerce now selling 6,850,000 shares and the selling stockholder now offering 2,169,565 shares

Corporate Governance Reports

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..