Mergers & Acquisitions/IPOs
IPO Doldrums
The IPO market has seen a significant downturn since the SPAC-led highs of 2021. The charts and statistics below bring this downturn into sharp focus and illustrate the poor condition of the US IPO market. Read more
Latest Trends in Antitrust Termination Fees
As the M&A regulatory environment has tightened over the last few years, we have seen a significant increase in the inclusion of antitrust termination fees in definitive M&A agreements. An antitrust termination fee is a termination fee potentially payable by the acquirer if the transaction cannot close due to lack of regulatory approval. Essentially, if the deal is blocked by a regulatory agency then the acquirer would be required to pay the antitrust termination fee to the target. Read more
SPAC Market Study 2022 – 1st Quarter Update
SPAC deal activity fell sharply in Q1 2022. The number of priced SPAC IPOs dropped from 163 in Q4 2021 to 55 in Q1 2022. Only 34 de-SPAC M&A deals were announced in Q1 compared with 61 in Q4. At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs. In addition, there were significant changes involving the use of Termination Fees, PIPE investments, Warrant Coverage, and Acquisition Terms/Durations on SPAC deals in Q1. Read more
SPAC Market Study 2021 – 4th Quarter Year-End Update
In our year-end update we researched SPAC IPO and de-SPAC M&A activity through December 31st. While the number of SPAC IPOs and de-SPAC M&A deals remained relatively robust in Q4 the average size of these deals is dropping. The average size of SPAC IPOs dropped in Q4 for the 3rd consecutive quarter to $176.8 million in average gross proceeds. At the same time the large, mega de-SPAC M&A deals seen in the first 3 quarters were noticeably absent in Q4. No de-SPAC deals announced in Q4 cracked the top 25 all-time largest de-SPACs, resulting in a significant drop in the average size of de-SPAC deals from $2.73B in Q3 to $1.25B in Q4. Read more
SPAC Market Study 2021 – 3rd Quarter Update
In our 3rd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through September 30th. While it doesn’t look like the torrid pace of SPAC activity in Q1 will return anytime soon, activity did rebound in Q3 to 88 priced SPAC IPOs from 64 in Q2. We also saw many of the largest de-SPAC M&A deals of all time announced in Q3, including MSP Recovery ($32.5B), Polestar ($20B), and Aurora Innovation ($11B). Despite these very large deals being announced, there is still plenty of SPAC dry powder available for more acquisitions in Q4 and into 2022. As of Sept 30th there were 452 SPAC IPOs still seeking a target, representing a total of $115.1B in gross proceeds raised. Read more
SPAC Market Study 2021 – 2nd Quarter Update
In our 2nd Quarter Update to the initial SPAC Market Study released in April we researched SPAC IPO and de-SPAC M&A activity through June 30th. Although increased scrutiny from the SEC certainly decelerated the pace of SPAC deal activity from Q1 to Q2, many of the largest de-SPAC M&A deals of all time were announced in Q2, and the level of activity was still very robust in comparison to previous years. Read more
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
Filing: At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Second Amended and Restated Certificate of Incorporation") to increase the number of authorized shares of Common Stock from 100,000,000 to 200,000,0 ... (8-K )
Filing: At the 2023 Annual Meeting, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock, $0.001 par value per share, from 100,000,000 to 350,000,000 (the "Certificate of Amendment"). ... (8-K )
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were withheld from one of the eight directors up for election at the meeting. Brian Bonner was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Filing: At the Meeting, the Company's stockholders approved and adopted an amendment (the "Charter Amendment") to the Third Amended and Restated Certificate of Incorporation of the Company to provide for exculpation of the Company's officers from certain personal liabilities. The Charter Amendment became ef ... (8-K )
Filing: On June 8, 2023, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of EMCOR Group, Inc. (the "Company"), the Company's stockholders, upon recommendation of the Company's Board of Directors (the "Board"), approved amendments to the Company's Restated Certificate of Incorporation (the ... (8-K )
Filing: On June 6, 2023, at the annual meeting (the "Annual Meeting") of stockholders of European Wax Center, Inc. (the "Company"), stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment"), to provide for the limitation of monetary liabi ... (8-K )
Filing: On June 9, 2023, Finch Therapeutics Group, Inc. (the "Company") filed a Certificate of Amendment (the "Charter Amendment") to its Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to effect a reverse stock spli ... (8-K )
Filing: At the 2023 annual meeting of stockholders of Fulcrum Therapeutics, Inc., or Fulcrum, held on June 8, 2023, or the Annual Meeting, the stockholders of Fulcrum approved an amendment to Fulcrum's Restated Certificate of Incorporation to limit the liability of certain officers of Fulcrum as permitted b ... (8-K )
Filing: Based on the votes set forth above, the stockholders of the Company approved the Charter Amendment to reflect new Delaware law provisions regarding officer exculpation. The Company filed a certificate of amendment to the Company's certificate of incorporation with the Secretary of State of Delaware ... (8-K )
Filing: On June 8, 2023, Gossamer Bio, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation ... (8-K )
Filing: As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting of Shareholders held on June 8, 2023 (the "Annual Meeting"), the shareholders of Granite Construction Incorporated (the "Company") approved an amendment to the Company's Certificate of Incorporation to elimin ... (8-K )
Filing: As disclosed in Item 5.07 below, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Mirion Technologies, Inc. (the "Company"), upon the recommendation of the Company's Board of Directors (the "Board"), the Company's stockholders approved (i) an amendment to Article 8 of the Company ... (8-K )
DPD Note: At the company's June 6, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: The 2023 annual meeting of stockholders (the "Annual Meeting") of Nkarta, Inc. (the "Company") was held on June 7, 2023, at which stockholders approved an amendment (the "Amendment") to the Company's Restated Certificate of Incorporation to provide for exculpation of officers as permitted by the Del ... (8-K )
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were withheld from one of the three directors up for election at the meeting. Alexis Borisy was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: As further described below in Item 5.07 of this Current Report on Form 8-K, on June 8, 2023, at the Annual Meeting of Stockholders (the "Annual Meeting") of Velo3D, Inc. (the "Company"), the Company's stockholders approved a certificate of amendment (the "Certificate of Amendment") to the Company's ... (8-K )
DPD Note: At the company's June 8, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
Filing: On June 6, 2023, Acumen Pharmaceuticals, Inc. (the "Company") held its 2023 annual meeting of stockholders (the "Annual Meeting"). As described in Item 5.07 below, the Company's stockholders approved the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation" ... (8-K )
DPD Note: Vote results for June 2, 2023 annual meeting include stockholder proposals to a.) adopt a recapitalization plan for all outstanding stock to have one vote per share (eliminate dual class unequal voting) and b.) require stockholder approval for any advance notice bylaw amendments that require certain timing and/or disclosure requirements for director nominees and nominating shareholders that failed to receive a majority of votes cast and were not approved. (8-K )
Filing: As further described below in Item 5.07 of this Current Report on Form 8-K, on June 6, 2023, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Antero Midstream Corporation (the "Company"), the Company's stockholders approved an amendment (the "Amendment") to the Company's Certific ... (8-K )
Filing: As further described below in Item 5.07 of this Current Report on Form 8-K, on June 6, 2023, at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Antero Resources Corporation (the "Company"), the Company's stockholders approved an amendment (the "Amendment") to the Company's Second A ... (8-K )
Filing: On June 6, 2023, DaVita Inc. (the "Company") held its virtual 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved the amendment and restatement of the Company's Restated Certificate of Incorporation to provide for the exculpatio ... (8-K )
• Exhibit: Charter Amended/Restated Effective 03/17/2021 (10-Q )
Filing: Effective June 5, 2023, Harsco Corporation (the "Company") changed its corporate name to Enviri Corporation (the "Name Change") pursuant to a certificate of amendment to the Company's restated certificate of incorporation (the "Charter Amendment") filed with the Delaware Secretary of State. The Comp ... (8-K )
Filing: Effective June 5, 2023, Harsco Corporation (the "Company") changed its corporate name to Enviri Corporation (the "Name Change") pursuant to a certificate of amendment to the Company's restated certificate of incorporation (the "Charter Amendment") filed with the Delaware Secretary of State. The Comp ... (8-K )
DPD Note: Vote results for June 6, 2023 annual meeting include the approval of a proposal to ratify the company's Amended and Restated Rights Agreement. (8-K )
DPD Note: Kanen Wealth Management began a campaign at Lifeway Foods urging the board to begin a strategic review process focused on selling the company and reporting it intends to support Edward and Ludmila Smolyansky's alternative slate at the 2023 annual meeting (Press Release )
DPD Note: At the company's June 6, 2023 annual meeting, a majority of the votes cast were withheld from one of the two company directors up for re-election at the meeting. Jo Ann Barefoot was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
DPD Note: Vote results for June 7, 2023 annual meeting include the approval of a proposal to amend and reconfirm the Amended and Restated Shareholder Rights Plan. (6-K )
Filing: Amendment to Bylaws On June 7, 2023, the Board of Directors approved, effective immediately following the effectiveness of the filing of the Amended and Restated Certificate, an amendment and restatement of the Company's Amended and Restated Bylaws (as so amended and restated, the "Second Amended an ... (8-K )
Filing: Amendment to Certificate of Incorporation Sportsman's Warehouse Holdings, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") on June 7, 2023. As further described below, at the Annual Meeting, the Company's stockholders approved an amendment and restatement of the Co ... (8-K )
Filing: At the annual meeting (the "Annual Meeting") of the stockholders of Upland Software, Inc. (the "Company") on June 7, 2023, the stockholders of the Company adopted a Certificate of Amendment (the "Certificate") to the Amended and Restated Certificate of Incorporation of the Company (the "Certificate ... (8-K )
Filing: As previously announced, at the Annual Meeting, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to effect, at the discretion of the Board at any time prior to the first anniversary of the Annual Meeting, (i) a reverse stock split of Wheels Up's outstand ... (8-K )
(DEF 14A )
Filing: Proposal 3 APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BACKGROUND Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a Delaware corporation's certificate of incorporation to include a provision eliminating or limiting monetary liability ... (8-K )
Filing: On June 7, 2023 (the "Effective Date"), Blue Apron Holdings, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") with the Secretary of State of the State of Dela ... (8-K )
Filing: As further described below in Item 5.07 of this Current Report on Form 8-K, on June 7, 2023, at the Annual Meeting of Stockholders (the "Annual Meeting") of DICE Therapeutics, Inc. (the "Company"), the Company's stockholders approved an amended and restated certificate of incorporation (the "Amended ... (8-K )
DPD Note: Domini Impact Investments LLC issued a press release highlighting the passing of the proposal it co-sponsored at the May 31, 2023 annual meeting requesting the company to conduct a third-party audit on worker health and safety. (Press Release )
DPD Note: The company disclosed that the yet to be scheduled 2023 annual meeting will be held more than 30 days later than the anniversary of the company's 2022 annual meeting held on June 9, 2022 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8 (i.e., the deadlines provided in the 2022 proxy statement no longer apply). 14a-8 proposals must be received "a reasonable time before the Company begins to print and send its proxy materials" and the deadline for non-14a-8 proposals and nominations "will be no later than the close of business on the later of one hundred and twenty (120) calendar days in advance of the 2023 Annual Meeting and ten (10) calendar days following the date on which public announcement of the date of the meeting is first made". (8-K )
DPD Note: At the company's June 6, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
DPD Note: At the June 7, 2023 special meeting, a majority of the votes cast were against the approval on an advisory basis of certain compensation that may become payable to the company's named executive officers in connection with the transactions contemplated by the Merger Agreement ("say on parachute" vote). (8-K )
Filing: On June 6, 2023, Ladder Capital Corp (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company, among other things, approved an amendment to the Company's Second Amended and Restated Cert ... (8-K )
DPD Note: New York City Comptroller's Office on behalf of the New York City Pension Funds filed a Notice of Exempt Solicitation urging stockholders to vote for its proposal requesting the board issue a report on its oversight of management's decision-making regarding any application to the International Standards Organization to establish a merchant category code for standalone gun and ammunition stores. The proposal will be voted on at the company's June 27, 2023 annual meeting. (PX14A6G )
DPD Note: Vote results for June 6, 2023 annual meeting include the approval of the First Amendment of the Section 382 Rights Agreement extending the term to December 2, 2025. (8-K )
Filing: [Press release issued on June 7, 2023] Nikola Adjourns and Will Reconvene Annual Meeting of Stockholders on July 6, 2023, to Secure the Votes Needed for Proposal 2 *VOTE NOW by phone at (855) 935-2562, if in North America, or 1 (551) 210-9929 internationally *Vote NOW online at www.proxyvote.com PHO ... (DEFA14A )
DPD Note: Vote results for June 6, 2023 annual meeting include the approval of an advisory vote regarding the extension of the company's Rights Agreement until September 19, 2025. (8-K )
DPD Note: At the company's June 7, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
DPD Note: At the company's June 1, 2023 annual meeting, a majority of the votes cast were withheld from all seven of the directors up for election at the meeting. Each of Mr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts Ronald D. Brown was elected under the company's "plurality plus" vote standard (votes withheld had no effect on the election). In accordance with the company's majority voting policy in its Corporate Governance Guidelines, each director tendered his or her offer of resignation to the Board. The Board will consider the resignation offers and make a determination as to whether to accept or reject the tendered resignations within 90 days of the date of certification of the AGM results. Promptly thereafter, the company will publicly disclose the Board's decision regarding the tendered resignations. (8-K )
DPD Note: At the company's June 1, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
• Exhibit: Compensation and Management Development Committee Charter (Co. Website )
• Exhibit: Nominating and Governance Committee Charter (Co. Website )
DPD Note: Vote results for June 7, 2023 annual meeting include company proposals to amend the company's charter to declassify the board and eliminate supermajority vote requirements to amend the charter/byaws that were not approved. Each proposal received support from a majority of votes cast but only 39% of O/S (66.67% of O/S required for approval). (8-K )
Filing: On June 2, 2023, the Board amended and restated the Company's Bylaws (the "Restated Bylaws"), which became effective immediately upon adoption by the Board. Among other things, the amendments affected by the Restated Bylaws: *eliminate supermajority voting provisions; *remove provisions regarding cl ... (8-K )
Filing: Certificates of Amendment to Amended and Restated Certificate of Incorporation Sunrun Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 1, 2023 via a virtual-only meeting format. At the Annual Meeting, the Company's stockholders approved amendments to the Co ... (8-K )
Filing: Certificates of Amendment to Amended and Restated Certificate of Incorporation Sunrun Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 1, 2023 via a virtual-only meeting format. At the Annual Meeting, the Company's stockholders approved amendments to the Co ... (8-K )
Filing: On June 2, 2023, the Company filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the "Restated Certificate") which integrated all prior amendments to the Certificate of Incorporation, including the Certificates of Amendment, but did not further amend t ... (8-K )
Filing: On June 7, 2023, Tellurian Inc. ("Tellurian" or the "Company") held its 2023 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting (as described in Item 5.07 below), the stockholders approved and adopted an amended and restated certificate of incorporation of Tellurian to incr ... (8-K )
Filing: Following the Annual Meeting (as defined below) on June 1, 2023, the Board of Directors of Ulta Beauty, Inc. (the "Company") approved additional amendments of the Company's Bylaws as follows: ● Added a plurality carveout for contested elections (i.e., when the number of nominees for director is grea ... (8-K )
Filing: On June 1, 2023, the Company held its 2023 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the following proposals: ● The election of Michelle L. Collins, Patricia A. Little, Heidi G. Petz and Michael C. Smith as Class I directors; ● ... (8-K )
• Exhibit: Bylaws Amended/Restated Effective 06/01/2023 (8-K )
Filing: On June 1, 2023, our Board of Directors approved the amendment and restatement of the Company's fourth amended and restated bylaws, as amended (the "Fifth Amended and Restated Bylaws"), effective immediately. The amendments to the bylaws include the following: *Changes to reflect the universal proxy ... (10-Q )
Filing: On June 6, 2023, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware to limit the liability of its officers as permitted by recent amendments to Delaware law (the "Charter Amendment") (8-K )
Filing: On June 2, 2023, the Board of Directors of the Company approved an amendment and restatement of the Company's amended and restated bylaws (as so amended and restated, the "Amended and Restated Bylaws"), effective immediately. The amendments effected by the Amended and Restated Bylaws, among other th ... (8-K )
Filing: At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to expand the director exculpation provision to include exculpation of certain of the Company's senior corporate officers, subject to sp ... (8-K )
• Exhibit: Charter Amended/Restated Effective 09/08/2021 (8-K )
DPD Note: The company filed a revised proxy statement for its 2023 annual meeting after the meeting date was postponed. The revised proxy updated the advance notice timeliness requirements for the 2024 annual meeting including a new 14a-8 deadline. (DEFR14A )
Filing: At the the Annual Meeting, the first three proposals were considered and voted upon and following such vote, the Annual Meeting was adjourned to allow shareholders additional time to consider Proposal #4. As described in the Supplement, the adjourned Annual Meeting will be held at 10:00 a.m. Central ... (8-K )
Filing: On June 5, 2023 the Board of Trustees (the "Board") of the Company approved and adopted the Company's Second Amended and Restated Bylaws (the "Amended Bylaws"). The Amended Bylaws address Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Universal Proxy Rules") and certain tech ... (8-K )
DPD Note: Vote results for May 31, 2023 annual meeting a company proposal to amend the charter to eliminate the supermajority vote requirement (66.67% of O/S) to remove directors and amend certain charter provisions that was not approved. The proposal received a majority of votes cast and approximately 49% of O/S but fell short of the 66.67% of O/S required for approval. (8-K )
DPD Note: The company announced the postponement of the 2023 annual meeting to October 2023 rather than the July 25, 2023 date it previously disclosed. The company also disclosed that it expects to have an additional fourth candidate available to stand for election as a Class III director at the annual meeting and provided a June 16, 2023 nomination deadline but only with respect to the nominee for the new position created by the one seat increase. (8-K )
DPD Note: At the company's June, 2023 annual meeting, a majority of the votes cast were withheld from one of the two directors up for election at the meeting. Carl L. Gordon was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
DPD Note: Orange River Management began a campaign at Lantronix with a 13D filing reporting the shares were undervalued when purchased and that it intends to discuss CEO succession plans and board composition matters with leadership (SC 13D )
DPD Note: Vote results for June 1, 2023 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 20% to 15% and "to clear up any ambiguity on whether street name shares can formally participate equally in calling for a special shareholder meeting" that did not receive a majority of votes cast and was not approved. (8-K )
DPD Note: At the company's June 1, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. (8-K )
• Exhibit: Charter Amended/Restated Effective 08/13/2007 (10-K )
• Exhibit: Bylaws Amended/Restated Effective 11/18/2008 (10-K )
DPD Note: Quotient Technology's announcement of a second settlement agreement with Engaged Capital to reconstitute the board ahead of the 2023 annual meeting will serve to replace the prior iteration, which expired on March 1, 2023 (8-K )
DPD Note: The company entered into a new Cooperation Agreement with Engaged Capital, LLC to replace the prior agreement (dated May 16, 2022) that expired on March 1, 2023. Pursuant to the new agreement, the number of directors on the Board will be reduced to seven and two new directors (Tracey Figurelli and Kate Vanek) will be nominated for election at the company's August 2023 annual meeting. The agreement includes standstill and voting commitments. (8-K )
• Exhibit: Charter Amended/Restated Effective 02/26/1969 (S-8 )
DPD Note: National Center for Public Policy Research began a campaign at Target, claiming management's recent controversial marketing campaign has alienated its core customer base and jeopardized the financial success of the enterprise (Co. Website )
DPD Note: The National Center for Public Policy Research issued a press release announcing it made a formal demand of the company's corporate books and records related to its "reckless promotion of LGBT products". (Press Release )
IPO Activity
Surf Air Mobility Inc. previously had agreed to merge with Tuscan Holdings Corp. II in a deSPAC transaction, but that deal was eventually terminated.
Roma Green Finance Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Roma Green Finance Limited disclosed plans to offer 3,004,412 ordinary shares to the public with Roma selling 2,458,155 shares and selling shareholders offering 546,257 shares
Roma Green Finance Limited set the anticipated price range for its IPO at $4.00 to $5.00 per share
Modern Mining Technology Corp. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Modern Mining Technology Corp. disclosed plans to offer 2,000,000 shares of common stock to the public
Modern Mining Technology Corp. set the anticipated price for its IPO at $5.00 per share
Vesta Real Estate Corporation filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Cortigent, Inc. disclosed plans to offer 1,500,000 shares of common stock to the public
Cortigent, Inc. set the anticipated price for its IPO at $10.00 per share
Prime Skyline Limited decreased the number of ordinary shares to be offered to 2,500,000 shares from 4,500,000 shares with Prime Skyline Limited now selling 1,832,500 shares and the selling stockholder offering 667,500 shares
Prime Skyline Limited increased the anticipated price for its IPO to $6.00 per share from $4.00 per share
Pixie Dust Technologies, Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Pixie Dust Technologies, Inc. disclosed plans to offer 2,000,000 American Depositary Shares (ADS) with each ADS representing one common share
Pixie Dust Technologies, Inc. set the anticipated price range for its IPO at $9.00 to $10.00 per ADS
Surf Air Mobility Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Atlas Growth Acquisition Limited withdrew its initial public offering as the company no longer intends to pursue an IPO
CAVA Group, Inc. disclosed plans to offer 14,444,444 shares of common stock to the public
CAVA Group, Inc. set the anticipated price range for its IPO at $17.00 to $19.00 per share
Azitra Inc. disclosed that they will now offer 1,500,000 shares of common stock to the public; previously they disclosed an offering of 2,400,000 shares
Earlyworks Co., Ltd. decreased the anticipated price for its IPO to $5.00 per ADS from a range of $4.00 to $6.00 per ADS
Origin Life Sciences, Inc. decreased the anticipated price for its IPO to $5.00 per share from a range of $4.00 to $6.00 per share
Maison Solutions Inc. increased the number of Class A common shares to be offered to 3,750,000 shares from 3,000,000 shares
Hanryu Holdings, Inc. decreased the number of shares of common stock to be offered to 1,727,272 shares from 3,636,363 shares with Hanryu selling 727,272 shares and selling stockholders offering 1,000,000 shares
Warrantee Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Warrantee Inc. disclosed plans to offer 2,770,000 American Depositary Shares (ADS) with each ADS representing one common share
Warrantee Inc. set the anticipated price for its IPO at $4.00 per ADS
Warrantee Inc. withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Webuy Global Ltd disclosed that the offering would still consist of 4,000,000 ordinary shares, with Webuy now selling 3,175,000 shares and the selling shareholders offering 825,000 shares
Lucas GC Limited increased the number of ordinary shares to be offered to 3,070,000 from 750,000 shares
Global Engine Group Holding Limited decreased the number of ordinary shares to be offered to 2,000,000 from 3,500,000 shares
Chi Ko Holdings Limited plans to offer 1,740,000 ordinary shares to the public
Chi Ko Holdings Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
VinFast Auto Ltd. withdrew its initial public offering as the company announced on 05/12/2023 that it had agreed to merge with Black Spade Acquisition Co, a special purpose acquisition company
Inflection Point Acquisition Corp. II increased the number of units to be offered to 22,000,000 units from 20,000,000 units
The underwriters received a discount of $0.70 per unit (a gross spread of 7%) and a total of $15.4 mil for underwriting Inflection Point Acquisition Corp. II's IPO
SRM Entertainment, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
SRM Entertainment, Inc. disclosed plans to offer 1,800,000 shares of common stock to the public in its IPO
SRM Entertainment, Inc. set the anticipated price range for its IPO at $4.50 to $5.50 per share
GEN Restaurant Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
reAlpha Tech Corp. decreased the number of shares of common stock to be offered to 4,151,519 shares from 41,666,554 shares
The underwriters received a discount of $1.12125 per share (a gross spread of 5.75%) and a total of $15.8 mil for underwriting Atmus Filtration Technologies Inc.'s IPO
Atmus Filtration Technologies Inc. set the price of its initial public offering of 14,124,409 shares at $19.50 per share, which was at the midpoint of the $18 to $21 anticipated price range, for gross proceeds of $275.4 mil
Aimei Health Technology Co., Ltd filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Aimei Health Technology Co., Ltd disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share, one redeemable warrant to purchase 3/4 of one ordinary share, and one right to receive 1/10 of one ordinary share
The underwriters received a discount of $0.40 per unit (a gross spread of 4%) and a total of $2 mil for underwriting Aimei Health Technology Co., Ltd's IPO
Aimei Health Technology Co., Ltd disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
The underwriters received a discount of $1.5375 per share (a gross spread of 3.75%) and a total of $9,225,000 for underwriting ATS Corporation's IPO
ATS Corporation set the price of its initial public offering of 6,000,000 shares at $41.00 per share
Atmus Filtration Technologies Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
XJet Ltd disclosed plans to offer 2,000,000 ordinary shares to the public
XJet Ltd set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Zerospo disclosed plans to offer 3,750,000 ordinary shares to the public
Zerospo set the anticipated price range for its IPO at $4.00 to $5.00 per share
Planet Image International Limited decreased the number of common shares to be offered to 4,000,000 Class A ordinary shares from 6,000,000 shares
Inflection Point Acquisition Corp. II 's registration statement was declared effective by the Securities and Exchange Commission (SEC)
ATS Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
T1V, Inc. increased the number of Class A common shares to be offered to 3,300,000 shares from 3,020,000 shares
Inspire Veterinary Partners, Inc. increased the number of Class A common shares to be offered to 5,686,747 shares from 5,624,839 shares, with the company continuing to offer 1 million shares and selling shareholders now offering 4,686,747 shares
BranchOut Food Inc. disclosed that they will now offer 1,100,000 shares of common stock to the public; previously they disclosed an offering of 1,250,000 shares
ATS Corporation filed for an initial public offering with its filing of an F-10 with the Securities and Exchange Commission (SEC)
ATS Corporation disclosed plans to offer 6,000,000 common shares to the public
Intelligent Group Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Intelligent Group Limited disclosed plans to offer 5,000,000 ordinary shares to the public, with the company offering 3,400,000 shares and the selling shareholder selling 1,600,000 shares
Intelligent Group Limited set the anticipated price range for its IPO at $4.00 to $5.00 per ordinary share
ESH Acquisition Corp. decreased the number of units to be offered to 10,000,000 units from 30,000,000 units with each unit now consisting of one share of Class A common stock and one right to receive1/10 of one share
Maison Solutions Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Maison Solutions Inc. disclosed plans to offer 3,000,000 shares of Class A common stock to the public
Maison Solutions Inc. set the anticipated price for its IPO at $4.00 per share
Solowin Holdings disclosed plans to offer 3,000,000 ordinary shares to the public
Solowin Holdings set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Silver Sustainable Solutions Corp. withdrew its initial public offering as the company no longer intends to pursue an IPO
Advanced Biomed Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Lemeng Holdings Limited disclosed plans to offer 4,000,000 Class B ordinary shares to the public
Lemeng Holdings Limited set the anticipated price range for its IPO at $4.00 to $6.00 per share
La Rosa Holdings Corp. decreased the number of shares of common stock to be offered to 1,000,000 from 1,400,000 shares
CAVA Group, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Squarex Pharmaceutical Corporation withdrew its initial public offering as the company no longer intends to pursue an IPO at this time
Bowen Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Bowen Acquisition Corp disclosed plans to offer 6,000,000 units, with each unit consisting of one ordinary share and one right to receive 1/10 of one ordinary share
The underwriters received a discount of $0.25 per unit (a gross spread of 2.5%) and a total of $1.5 mil for underwriting Bowen Acquisition Corp's IPO
Bowen Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Intensity Therapeutics, Inc. increased the number of common shares to be offered to 3,250,000 from 1,777,778 shares
African Agriculture, Inc. withdrew its initial public offering as the company announced on 11/22/2022 that it had agreed to merge with 10X Capital Venture Acquisition Corp. II, a special purpose acquisition company
SIMPPLE LTD. decreased the number of ordinary shares to be offered to 1,625,000 shares from 2,000,000 shares
Elephant Oil Corp. increased the number of common shares to be offered to 1,555,556 common shares from 1,527,778 common shares
CaliberCos Inc. increased the number of Class A ordinary shares to be offered to 1,200,000 shares from 800,000 shares
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of $384,000 for underwriting CaliberCos Inc.'s IPO
CaliberCos Inc. set the price of its initial public offering of 1,200,000 shares at $4.00 per share, which was below the $5.00 anticipated price, for gross proceeds of $4.8 mil
The SEC filed a staff letter indicating that the registration statement related to this IPO be declared abandoned given that the registration statement has been on file for more than nine months and has not yet become effective
Webuy Global Ltd disclosed that the offering would still consist of 4,000,000 ordinary shares, with Webuy now selling 2,625,000 shares and the selling shareholders offering 1,375,000 shares
Atmus Filtration Technologies Inc. disclosed that the debt-for-equity exchange partners plan to offer 14,124,409 shares of common stock to the public
Atmus Filtration Technologies Inc. set the anticipated price range for its IPO at $18.00 to $21.00 per share
CaliberCos Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
The underwriters received a discount of $0.28 per share (a gross spread of 7%) and a total of $280,000 for underwriting Strong Global Entertainment, Inc.'s IPO
Strong Global Entertainment, Inc. set the price of its initial public offering of 1,000,000 shares at $4.00 per share, which is 20% below the expected $5.00 price, for gross proceeds of $4 mil
Pineapple Financial Inc. disclosed plans to offer 1,250,000 common shares to the public in its IPO
Pineapple Financial Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Strong Global Entertainment, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Signing Day Sports, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Corporate Governance Reports
The 2023 proxy season is ramping up. Here’s an early look at the numbers and emerging trends. Read more
Lawyers have been recommending U.S. reporting companies update their bylaws in response to the universal proxy card rules now in effect. Judging by the record number of bylaw changes filed in November, companies are heeding this advice. Read more
ESG-focused activists are increasingly using exempt solicitation filings to get their message out, and in recent years have increasingly shifted their focus toward environmental and social issues (E&S) while also escalating the pressure on subject companies. Read more
The debate over dual class share structures has been ongoing for over a century. Yet every few years, dual class structures come under increased scrutiny and criticism – usually triggered by a specific event, such as a high-profile company going public with the founder retaining a class of supervoting shares – then the increased attention fades away. Recent policy changes by proxy advisory firms begin to take effect this year, and it will be interesting to watch this proxy season and next to see if the escalated pressure on companies with dual class structures will have any material effect. Read more
Deal Point Data continuously monitors changes to corporate charters and bylaws and other announcements for key governance and takeover defense changes as part of our ESG research. After a unique year in which the Covid-19 pandemic upended several long term trends, 2021 largely reverted back to what we had been observing in recent years - less companies making structural takeover defense changes, lower overall governing document filings and amendments, and less poison pill activity. Read more
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..