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Mergers IPOs

Mergers & Acquisitions

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

Hexcel Corporation06 Apr 20
Poison Pill Adoption
• Exhibit: Poison Pill Adoption Effective 04/06/2020
• Press release: Hexcel Provides Business Update Related to COVID-19 Pandemic - Limited Duration Shareholder Rights Plan Adopted (Press Release )
SITO Mobile, Ltd.06 Apr 20
Poison Pill Expiration
DPD Note: On April 3, 2020, the company's stockholder rights plan expired without renewal or replacement. The company did not make any disclosure regarding the expiration. (Deal Point Data Research )
Woodward, Inc.06 Apr 20
Poison Pill Adoption
• Exhibit: Poison Pill Adoption Effective 04/06/2020
• Press release: Woodward Implements Actions in Response to the Economic Impact of COVID-19 and Adopts Stockholder Rights Plan (Press Release )
Aprea Therapeutics, Inc.03 Apr 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company disclosed the 2020 annual meeting date and the deadlines to submit 14a-8 proposals, non-14a-8 proposals, and nominations. This is the company's first annual meeting as a public company after its October 2019 IPO. (8-K )
GTY Technology Holdings Inc.03 Apr 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on June 23, 2020 which is more than 30 days before the anniversary of the company's 2019 annual meeting held on September 16, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed a deadline of April 13, 2020 for all proposals and nominations (which is the tenth day following the day on which notice of the date of the meeting was publicly disclosed). (8-K )
Hewlett Packard Enterprise Company03 Apr 20
Defense Related Stockholder Proposal
DPD Note: Vote results for April 1, 2020 annual meeting include a stockholder proposal to require stockholder approval of any amendments made to the bylaws by the Board (i.e., eliminate the Board's ability to amend the bylaws unilaterally) that did not receive a majority of votes cast and was not approved. The proposal specifically requires "that no amendment to the bylaws, that is adopted by the board, shall take effect until it has been approved by a vote of the shareholders". (8-K )
NexTier Oilfield Solutions Inc.03 Apr 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on June 18, 2020 which is more than 30 days after the anniversary of the company's 2019 annual meeting held on May 9, 2019 triggering a new deadline under Rule 14a-8. The company provided a new deadline of April 10, 2020 to submit such proposals. (8-K )
AutoWeb, Inc.02 Apr 20
Poison Pill Amendment
DPD Note: Extend expiration date from May 26, 2020 to May 26, 2023 (subject to stockholder approval at company's 2020 annual meeting); Reduce exercise price from $73 to $20 (8-K )
Aon plc01 Apr 20
Reincorporation
DPD Note: Reincorporation in Ireland from England and Wales. (8-K12B )
HarborOne Bancorp, Inc.01 Apr 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced it expects to hold its 2020 annual meeting on September 25, 2020 which is more than 60 days after the anniversary of the company's 2019 annual meeting held on May 16, 2019 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 May 14, 2020 deadline for 14a-8 proposals and submission window of May 28, 2020 to June 27, 2020 for non-14a-8 proposals and nominations. (8-K )
Heritage Commerce Corp01 Apr 20
Other Material Defense/Proxy Disclosure
DPD Note: The company disclosed the record date for its May 21, 2020 annual meeting (the company first disclosed the meeting date in its March 11, 2020 10-K). (8-K )
Red Robin Gourmet Burgers, Inc.01 Apr 20
Poison Pill Exemption/Carveout/Waiver Announcement
DPD Note: Cooperation agreement with Vintage Capital Management, LLC and Kahn Capital Management, LLC ending a proxy fight includes an exemption to the company's rights plan up to 20%. (8-K )
Red Robin Gourmet Burgers, Inc.01 Apr 20
Settlement/Standstill
DPD Note: The company entered into a cooperation agreement with Vintage Capital Management, LLC and Kahn Capital Management, LLC ("Vintage Parties") to end the proxy fight (Vintage Parties will withdraw its director nominations for the 2020 annual meeting). Under the agreement, a new independent director (Anthony Ackil) will be added to the Board. The agreement also allows the Vintage Parties to acquire up to 20% without triggering the company's rights plan or DGCL 203 ("freezeout) and includes voting and standstill provisions. (8-K )
HP Inc.31 Mar 20
Update:Proxy Fight Director Nomination on 01/23/2020
• Press release: Xerox Provides Update on Proposal to Acquire HP (Press Release )
Colony Bankcorp, Inc.30 Mar 20
Governing Documents Filing (No Disclosure)
DPD Note: The company filed an undated restated bylaws on March 30, 2020 but did not provide any disclosure regarding changes made to the document since the filing of the previous bylaws in 2019. The only change identified by Deal Point Data was to Article Four section 4.5 Quorum to remove the following text "Vote Required for Action. Except as otherwise provided in these bylaws, by the corporation's Articles of Incorporation, or by law, the act of a majority of the directors present at a meeting at which a quorum is present at the time shall be the act of the Board of Directors." (10-K )
GCI Liberty, Inc.30 Mar 20
Advance Notice Disclosure, Discloses AGM Date
DPD Note: The company announced that it will hold its 2020 annual meeting on May 19, 2020 which is more than 30 days before the anniversary of the company's 2019 annual meeting held on June 24, 2019 triggering the alternative timing provision in the company's advance notice bylaws and a new deadline under Rule 14a-8. The company disclosed a deadline of April 6, 2020 for all proposals and nominations (which is the tenth day following the first day on which notice of the date of the 2020 annual meeting was disclosed). (8-K )
Harley-Davidson, Inc.30 Mar 20
Settlement/Standstill
DPD Note: The company entered into a settlement agreement with Impala Fund and Impala Asset Management LLC ending the proxy fight (Impala will withdraw its notice of intent to nominate two candidates). Under the agreement, a new independent director will be appointed to the Board. The agreement also includes voting and standstill provisions. (8-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 11/29/1994 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 01/13/2005 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 05/02/2018 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 02/23/1993 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/01/1989 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 03/13/2019 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 06/24/2002 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 07/01/2005 (10-K )
Iconix Brand Group, Inc.30 Mar 20
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 08/16/2007 (10-K )

IPO Activity

Zentalis Pharmaceuticals, Inc.02 Apr 20
Registration Statement Declared Effective
Zentalis Pharmaceuticals, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Zentalis Pharmaceuticals, Inc.02 Apr 20
Shares Offered Increased
Zentalis Pharmaceuticals, Inc. increased the number of common shares to be offered to 9,180,000 from 7,650,000 shares
WiMi Hologram Cloud Inc.01 Apr 20
Registration Statement Declared Effective
WiMi Hologram Cloud Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
WiMi Hologram Cloud Inc.01 Apr 20
Shares Offered Decreased
WiMi Hologram Cloud Inc. increased the number of American Depositary Shares (ADS) to be offered to 4,750,000 from 5,000,000 shares
WiMi Hologram Cloud Inc.01 Apr 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.41 per share (a gross spread of 7.45%) and a total of $1.96 mil for underwriting WiMi Hologram Cloud Inc.'s IPO
WiMi Hologram Cloud Inc.01 Apr 20
IPO Price Disclosed
WiMi Hologram Cloud Inc. set the price of its initial public offering of 4,750,000 shares at $5.50 per share, which was within the $5.50 to $7.50 price range, for gross proceeds of $26.125 mil
China Liberal Education Holdings Limited01 Apr 20
Registration Statement Declared Effective
China Liberal Education Holdings Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
China Liberal Education Holdings Limited01 Apr 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.42 per share (a gross spread of 7%) and a total of $560,000 for underwriting China Liberal Education Holdings Limited's IPO
China Liberal Education Holdings Limited01 Apr 20
IPO Price Disclosed
China Liberal Education Holdings set the price of its initial public offering of 1,333,333 ordinary shares at $6.00 per share
Keros Therapeutics, Inc.01 Apr 20
Shares Offered Disclosed
Keros Therapeutics, Inc. disclosed plans to offer 5,000,000 common shares to the public
Keros Therapeutics, Inc.01 Apr 20
Price Range Disclosed
Keros Therapeutics, Inc. set the anticipated price range for its IPO at $14.00 to $16.00 per share
Harbor Custom Development, Inc.31 Mar 20
Registration Statement Filed
Harbor Custom Development, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Zentalis Pharmaceuticals, Inc.30 Mar 20
Shares Offered Disclosed
Zentalis Pharmaceuticals, Inc. disclosed plans to offer 7,650,000 common shares to the public
Zentalis Pharmaceuticals, Inc.30 Mar 20
Price Range Disclosed
Zentalis Pharmaceuticals, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Loha Co. Ltd27 Mar 20
Shares Offered Disclosed
Loha Co. Ltd disclosed plans to offer 4,285,715 Class A ordinary shares to the public
Loha Co. Ltd27 Mar 20
Price Range Disclosed
Loha Co. Ltd set the anticipated price range for its IPO at $5.00 to $7.00 per Class A ordinary share
GAN Limited25 Mar 20
Registration Statement Filed
GAN Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
WiMi Hologram Cloud Inc.20 Mar 20
Shares Offered Increased
WiMi Hologram Cloud Inc. increased the number of American Depositary Shares (ADS) to be offered to 5,000,000 from 4,000,000 shares
WiMi Hologram Cloud Inc.20 Mar 20
Price Range Decreased
WiMi Hologram Cloud Inc. decreased the anticipated price range for its IPO to between $5.50 to $7.50 per share from $7.50 to $9.50 per share
UTime Limited18 Mar 20
Registration Statement Filed
UTime Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Sustainable Opportunities Acquisition Corp.17 Mar 20
Registration Statement Filed
Sustainable Opportunities Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Sustainable Opportunities Acquisition Corp.17 Mar 20
Shares Offered Disclosed
Sustainable Opportunities Acquisition Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Sustainable Opportunities Acquisition Corp.17 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting Sustainable Opportunities Acquisition Corp.'s IPO
Sustainable Opportunities Acquisition Corp.17 Mar 20
Other IPO Related
Sustainable Opportunities Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Keros Therapeutics, Inc.16 Mar 20
Registration Statement Filed
Keros Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Brilliant Acquisition Corporation13 Mar 20
Registration Statement Filed
Brilliant Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Brilliant Acquisition Corporation13 Mar 20
Shares Offered Disclosed
Brilliant Acquisition Corporation disclosed plans to offer 4,000,000 units, with each unit consisting of one ordinary share and one redeemable warrant
Brilliant Acquisition Corporation13 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.35 per share (a gross spread of 3.5%) and a total of $1.4 mil for underwriting Brilliant Acquisition Corporation's IPO
Brilliant Acquisition Corporation13 Mar 20
Other IPO Related
Brilliant Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Imara Inc.12 Mar 20
Shares Offered Increased
Imara Inc. increased the number of common shares to be offered to 4,700,000 from 4,450,000 shares
Imara Inc.12 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.12 per share (a gross spread of 7%) and a total of $5.264 mil for underwriting Imara Inc.'s IPO
Imara Inc.12 Mar 20
IPO Price Disclosed
Imara Inc. set the price of its initial public offering of 4,700,000 shares at $16.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $75.2 mil
Imara Inc.11 Mar 20
Registration Statement Declared Effective
Imara Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
DFP Healthcare Acquisitions Corp.10 Mar 20
Registration Statement Declared Effective
DFP Healthcare Acquisitions Corp. registration statement was declared effective by the Securities and Exchange Commission (SEC)
LifeSci Acquisition Corp.09 Mar 20
Shares Offered Increased
LifeSci Acquisition Corp. increased the number of units to be offered to 6,000,000 units from 6,000,000 units
Chardan Healthcare Acquisition 2 Corp.09 Mar 20
Registration Statement Filed
Chardan Healthcare Acquisition 2 Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Chardan Healthcare Acquisition 2 Corp.09 Mar 20
Shares Offered Disclosed
Chardan Healthcare Acquisition 2 Corp. disclosed plans to offer 8,500,000 units, with each unit consisting of one share of common stock and one warrant
Chardan Healthcare Acquisition 2 Corp.09 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.059 per share (a gross spread of .59%) and a total of $500,000 for underwriting Chardan Healthcare Acquisition 2 Corp.'s IPO
Chardan Healthcare Acquisition 2 Corp.09 Mar 20
Other IPO Related
Chardan Healthcare Acquisition 2 Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Zentalis Pharmaceuticals, Inc.06 Mar 20
Registration Statement Filed
Zentalis Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Flying Eagle Acquisition Corp.06 Mar 20
Shares Offered Increased
Flying Eagle Acquisition Corp. increased the number of units to be offered to 60,000,000 units from 50,000,000 units
CC Neuberger Principal Holdings I06 Mar 20
Registration Statement Filed
CC Neuberger Principal Holdings I filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
CC Neuberger Principal Holdings I06 Mar 20
Shares Offered Disclosed
CC Neuberger Principal Holdings I disclosed plans to offer305,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-fourth of one redeemable warrant
CC Neuberger Principal Holdings I06 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting CC Neuberger Principal Holdings I's IPO
CC Neuberger Principal Holdings I06 Mar 20
Other IPO Related
CC Neuberger Principal Holdings I disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Lyra Therapeutics, Inc.06 Mar 20
Registration Statement Filed
Lyra Therapeutics, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Albertsons Companies, Inc.06 Mar 20
Registration Statement Filed
Albertsons Companies, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Ayala Pharmaceuticals, Inc.06 Mar 20
Registration Statement Filed
Ayala Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Fortress Value Acquisition Corp.06 Mar 20
Registration Statement Filed
Fortress Value Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Fortress Value Acquisition Corp.06 Mar 20
Shares Offered Disclosed
Fortress Value Acquisition Corp. disclosed plans to offer 30,000,000 units, with each unit consisting of one share of Class A common stock and one-fourth of one redeemable warrant
Fortress Value Acquisition Corp.06 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting Fortress Value Acquisition Corp.'s IPO
Fortress Value Acquisition Corp.06 Mar 20
Other IPO Related
Fortress Value Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
LifeSci Acquisition Corp.05 Mar 20
Registration Statement Declared Effective
LifeSci Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Flying Eagle Acquisition Corp.05 Mar 20
Registration Statement Declared Effective
Flying Eagle Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Safe Auto Insurance Group, Inc.05 Mar 20
IPO Withdrawn
Safe Auto Insurance Group, Inc. withdrew its initial public offering indicating that the company has chosen not to pursue an IPO at this time
GFL Environmental Holdings Inc.04 Mar 20
Shares Offered Increased
GFL Environmental Holdings Inc. increased the number of subordinate voting shares to be offered to 75,000,000 from 73,170,733 shares
GFL Environmental Holdings Inc.04 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.6175 per share (a gross spread of 3.25%) and a total of $46.3 mil for underwriting GFL Environmental Holdings Inc.'s IPO
GFL Environmental Holdings Inc.04 Mar 20
IPO Price Disclosed
GFL Environmental Holdings Inc. set the price of its initial public offering of 75,000,000 shares at $19.00 per share, which is 5% below the low end of its decreased $20.00 to $21.00 price range, for gross proceeds of $1.425 bil
Meten International Education Group04 Mar 20
IPO Withdrawn
Meten International Education Group withdrew its initial public offering citing unfavorable market conditions
Roth CH Acquisition I Co.03 Mar 20
Registration Statement Filed
Roth CH Acquisition I Co. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Roth CH Acquisition I Co.03 Mar 20
Shares Offered Disclosed
Roth CH Acquisition I Co. disclosed plans to offer 7,500,000 units, with each unit consisting of one share of common stock and one redeemable warrant
Roth CH Acquisition I Co.03 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $4.125 mil for underwriting Roth CH Acquisition I Co.'s IPO
Roth CH Acquisition I Co.03 Mar 20
Other IPO Related
Roth CH Acquisition I Co. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Imara Inc.03 Mar 20
Shares Offered Disclosed
Imara Inc. disclosed plans to offer 4,450,000 common shares to the public
Imara Inc.03 Mar 20
Price Range Disclosed
Imara Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
GFL Environmental Holdings Inc.02 Mar 20
Registration Statement Declared Effective
GFL Environmental Holdings Inc. registration statement was declared effective by the Securities and Exchange Commission (SEC)
Live Oak Acquisition Corp.02 Mar 20
Registration Statement Filed
Live Oak Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Live Oak Acquisition Corp.02 Mar 20
Shares Offered Disclosed
Live Oak 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
Live Oak Acquisition Corp.02 Mar 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 Live Oak Acquisition Corp.'s IPO
Live Oak Acquisition Corp.02 Mar 20
Other IPO Related
Live Oak Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Collective Growth Corporation02 Mar 20
Registration Statement Filed
Collective Growth Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Collective Growth Corporation02 Mar 20
Shares Offered Disclosed
Collective Growth Corporation disclosed plans to offer 15,000,000 units, with each unit consisting of one share of Class A common stock and one-half of one redeemable warrant
Collective Growth Corporation02 Mar 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $8.25 mil for underwriting Live Collective Growth Corporation's IPO
Collective Growth Corporation02 Mar 20
Other IPO Related
Collective Growth Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Passage Bio, Inc.28 Feb 20
Shares Offered Increased
Passage Bio, Inc. increased the number of common shares to be offered to 12,000,000 from 10,000,000 shares
Passage Bio, Inc.28 Feb 20
Underwriting Discount Disclosed
The underwriters received a discount of $1.26 per share (a gross spread of 7%) and a total of $15.12 mil for underwriting Passage Bio, Inc.'s IPO
Passage Bio, Inc.28 Feb 20
IPO Price Disclosed
Passage Bio, Inc. set the price of its initial public offering of 12,000,000 shares at $18.00 per share, which was within the $16.00 to $18.00 price range, for gross proceeds of $216 mil
Social Capital Hedosophia Holdings Corp. III28 Feb 20
Registration Statement Filed
Social Capital Hedosophia Holdings Corp. III filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Social Capital Hedosophia Holdings Corp. III28 Feb 20
Shares Offered Disclosed
Social Capital Hedosophia Holdings Corp. III disclosed plans to offer 60,000,000 units, with each unit consisting of one share of Class A ordinary stock and one-quarter of one redeemable warrant
Social Capital Hedosophia Holdings Corp. III28 Feb 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $33 mil for underwriting Social Capital Hedosophia Holdings Corp. III's IPO
Social Capital Hedosophia Holdings Corp. III28 Feb 20
Other IPO Related
Social Capital Hedosophia Holdings Corp. III disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Social Capital Hedosophia Holdings Corp. II28 Feb 20
Registration Statement Filed
Social Capital Hedosophia Holdings Corp. II filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Social Capital Hedosophia Holdings Corp. II28 Feb 20
Shares Offered Disclosed
Social Capital Hedosophia Holdings Corp. II 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 redeemable warrant
Social Capital Hedosophia Holdings Corp. II28 Feb 20
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $16.5 mil for underwriting Social Capital Hedosophia Holdings Corp. II's IPO
Social Capital Hedosophia Holdings Corp. II28 Feb 20
Other IPO Related
Social Capital Hedosophia Holdings Corp. II disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Procore Technologies, Inc.28 Feb 20
Registration Statement Filed
Procore Technologies, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Accolade, Inc.28 Feb 20
Registration Statement Filed
Accolade, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
ORIC Pharmaceuticals, Inc.28 Feb 20
Registration Statement Filed
ORIC Pharmaceuticals, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
NLS Pharmaceutics Ltd.28 Feb 20
Registration Statement Filed
NLS Pharmaceutics Ltd. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Pulmonx Corporation28 Feb 20
Registration Statement Filed
Pulmonx Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Passage Bio, Inc.27 Feb 20
Shares Offered Increased
Passage Bio, Inc. increased the number of common shares to be offered to 10,000,000 from 7,400,000 shares
Passage Bio, Inc.27 Feb 20
Registration Statement Declared Effective
Passage Bio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
ZoomInfo Technologies Inc.27 Feb 20
Registration Statement Filed
ZoomInfo Technologies Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GFL Environmental Holdings Inc.25 Feb 20
Shares Offered Decreased
GFL Environmental Holdings Inc. decreased the number of subordinate voting shares to be offered to 73,170,733 from 87572500 with GFL now selling 71,652,440 shares and the selling stockholders selling 1,518,293 shares
GFL Environmental Holdings Inc.25 Feb 20
Price Range Decreased
GFL Environmental Holdings Inc. decreased the anticipated price range for its IPO to between $20.00 to $21.00 per share from $20.00 to $24.00 per share
GigCapital3, Inc.25 Feb 20
Registration Statement Declared Effective
GigCapital3, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
GigCapital3, Inc.25 Feb 20
Shares Offered Decreased
GigCapital3, Inc. disclosed plans to offer 20,000,000 units, with each unit consisting of one share of common stock and one-half of one redeemable warrant
GigCapital3, Inc.25 Feb 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 GigCapital3, Inc.'s IPO
GigCapital3, Inc.25 Feb 20
IPO Price Disclosed
GigCapital3, Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Zhongchao Inc.24 Feb 20
Shares Offered Decreased
Zhongchao Inc. decreased the number of Class A ordinary shares to be offered to 3,000,000 shares from 3,500,000 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..