IPO Breaks Drought for New Publicly Traded Public Benefit Corporations
In the latest sign the US IPO market may be emerging from the doldrums, a noteworthy event occurred this month: a public benefit corporation ("PBC") completed an IPO. Sezzle Inc., which has elected to be a public benefit corporation under Delaware law, priced its IPO and began trading on the Nasdaq exchange on August 16th. Sezzle's IPO ends what had been a 21-month drought for IPOs completed by PBCs. Read more
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 At the same time the number of withdrawn SPAC deals surged in Q1. Withdrawn SPAC IPOs in Q1 (61) exceeded priced SPAC IPOs (55), and there were 17 withdrawn de-SPAC M&A deals in Q1 vs 28 completed de-SPACs.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
DPD Note: As You Sow filed a Notice of Exempt Solicitation on a voluntary basis in support of a stockholder proposal requesting the company report on the effectiveness of the its diversity, equity, and inclusion efforts. The proposal was submitted by As You Sow on behalf of Warren Wilson College and Laird Norton Family Foundation and will be voted on at the company's October 24, 2023 annual meeting. (PX14A6G )
Filing: On September 19, 2023, as part of its periodic review of corporate governance matters, the board of directors (the "Board") of The Hanover Insurance Group, Inc. (the "Company") approved and adopted amendments to the Company's by-laws (as so amended and restated, the "By-laws"), which became effectiv ... (8-K )
DPD Note: The company announced plans to put forward a proposal to declassify the Board to a vote at the company's 2024 annual meeting. (8-K )
Filing: On September 20, 2023, the Board adopted an amendment to the Fourth Amended and Restated Bylaws of the Company (the "Bylaws"), which became effective immediately (the "Bylaws Amendment"). The Bylaws Amendment added a new Section 9.5 in Article IX to the Bylaws, which provides that, unless the Compan ... (8-K )
Filing: On September 14, 2023, the Board of Directors (the "Board") of Accuray Incorporated (the "Company") approved the Company's Amended and Restated Bylaws (the "Amended Bylaws"), effective as of such date. The Amended Bylaws incorporate certain amendments to the Amended and Restated Bylaws adopted on Ma ... (8-K )
Filing: On September 17, 2023, the Board of Directors (the "Board") of Air Products and Chemicals, Inc. (the "Company") approved the amendment and restatement of the Company's Bylaws (as amended and restated, the "Bylaws"), which took effect immediately. The Bylaws supersede the previously existing Amended ... (8-K )
DPD Note: The company has scheduled the 2023 annual meeting for November 20, 2023 which is more than 60 days later than the anniversary of the company's 2022 annual meeting held on May 10, 2022 triggering the alternative timing provision in the company's advance notice bylaw and a new deadline under Rule 14a-8. The company provided a new deadline of September 30, 2023 for proposals and nominations. (8-K )
Filing: On September 19, 2023, the Board of Directors of Dollar Tree, Inc. (the "Company") amended the Company's By-Laws, effective immediately. The amendments to the By-Laws, among other things, revised certain provisions of Article V to (i) allow the Board of Directors and, in some cases, the Chief Execut ... (8-K )
Filing: On September 19, 2023, the Board of Trustees (the "Board") of Elme Communities (the "Trust") amended the Trust's amended and restated bylaws, as amended (the "Bylaws"), effective immediately, to (i) expressly provide for the ability of shareholders to participate in meetings of shareholders by elect ... (8-K )
Filing: On July 19, 2023, the board of directors (the Board) established the position of Lead Independent Director and amended our Corporate Governance Guidelines to set forth the duties and responsibilities of the position. The Lead Independent Director's primary duties and responsibilities include presidi ... (Co. Website )
DPD Note: Preliminary vote results for the September 19, 2023 annual meeting include two anti-poison pill stockholder proposals that failed to receive the requisite level of stockholder support for passage. One proposal was non-binding and required a majority of the votes cast for approval. The second binding proposal sought to amend the bylaws to limit the Board's ability to adopt or amend a poison pill unilaterally required the affirmative vote of two-thirds of the voting power. (8-K )
DPD Note: At the company's September 19, 2023 annual meeting, a majority of the votes cast were against the approval of the company's say on pay proposal. Camac Partners, LLC and ATG Capital Management, LLC waged a board seat proxy fight at the meeting. (8-K )
Filing: On September 19, 2023, the Board of Directors of the Corporation adopted an amendment to Article II of Corporation's Bylaws. Article II was amended to add a revised Section 16 which provides, among other things, shareholders meetings may be held remotely, without the necessity of a physical location ... (8-K )
DPD Note: The company entered into a Cooperation Agreement with Bristol Investment Fund Ltd. and company founder Peter Derycz ending a proxy fight (the group will withdraw its nomination notice). Pursuant to the agreement, Mr. Derycz's employment will be terminated without cause and he will promptly resign from the Board and all committees upon which he served. One mutually agreed upon candidate will be identified and appointed to fill the resulting vacancy. The agreement includes standstill and voting commitments. (8-K )
Filing: On September 19, 2023, in connection with the adoption of Rule 14a-19 by the U.S. Securities and Exchange Commission (the "Universal Proxy Rules"), the Board of Directors (the "Board") of SI-BONE, Inc. (the "Company") adopted and approved the Company's Second Amended and Restated Bylaws (as so amend ... (8-K )
Filing: On September 13, 2023, the board of directors (the "Board") of Akamai Technologies, Inc. (the "Company") approved an amendment to the Company's amended and restated by-laws (the "Amendment"), effective immediately. The Amendment provides that a stockholder (or a group of up to 20 stockholders) that ... (8-K )
DPD Note: The company entered into a Cooperation Agreement with CAS Investment Partners, LLC under which it will increase the size of the Board to nine directors and appoint a new independent director (Alex Mishurov) to fill the vacancy. The agreement includes standstill and voting commitments. In a previous 13D filing, CAS Investment disclosed its belief that the company's shares were undervalued and that it intends to discuss value-creating opportunities with management which may include operational efficiencies and board makeup. (8-K )
DPD Note: Vote results for September 14, 2023 annual meeting include a stockholder proposal to allow 10% shareholders to call special meetings that received a majority of votes cast and was approved. (8-K )
Filing: On September 14, 2023, the Board approved amendments to the Amended and Restated Bylaws of Conagra Brands, Inc. (the "Bylaws"), effective on such date. The amendments to the Bylaws provide that, beginning on September 14, 2023, Company shares will be issued solely in uncertificated form; provided th ... (8-K )
DPD Note: Flat Footed began a second campaign at Diversified Healthcare Trust with an amended 13D filing reporting it had written to the company urging it to work with its external manager, The RMR Group, to sell certain of the enterprises' assets (SC 13D/A )
Filing: On September 14, 2023, ePlus inc. ("ePlus") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting"), as further described in Item 5.07 below, at which ePlus' stockholders approved an amendment to ePlus' Amended and Restated Certificate of Incorporation to limit the personal liability of ... (8-K )
Filing: On September 18, 2023, the Board of Directors of HF Sinclair Corporation (the "Corporation") approved the Corporation's Third Amended and Restated By-Laws (the "Amended and Restated By-Laws"), effective as of such date, to clarify the voting standard for adjournment of meetings found in Article II, ... (8-K )
Filing: On September 13, 2023, the Board of Directors (the "Board") of Montauk Renewables, Inc. (the "Company") approved the Amended and Restated Bylaws, effective as of such date (the "Amended and Restated Bylaws"). Among other updates, the Amended and Restated Bylaws: * address matters relating to Rule 14 ... (8-K )
DPD Note: Section 33 of the Rights Agreement amended to clarify the intended scope relating to the limitation of liability of the board of directors of the company under certain circumstances (8-K )
Filing: On September 19, 2023, Sonder Holdings Inc. (the "Company") filed a certificate of amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the "Reverse ... (8-K )
Filing: On September 15, 2023, the Board approved an amendment and restatement of the Company's Amended and Restated Bylaws, dated as of July 22, 2020 (the "Bylaws"), effective immediately, to provide that in addition to the Company's Chief Executive Officer, the Company's Lead Independent Director or any t ... (8-K )
Filing: On September 18, 2023, Axcella Health Inc. (the "Company") filed an amendment (the "Certificate of Amendment") to its Restated Certificate of Incorporation to effectuate a reverse stock split of the Company's issued and outstanding shares of common stock, par value of $0.001 per share (the "Common S ... (8-K )
Filing: On September 18, 2023, Cepton, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to its Second Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of the Company's common stock, par value $0.00001 per share (the "Common Stock"). ... (8-K )
DPD Note: Accelerate expiration date by 30 days (from October 31, 2023 to October 1, 2023) (8-K )
DPD Note: Restated charter reflects the latest series of shares of Preferred Stock that was created by the Board (in Article FOURTH designated as 7.50% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series W) and the elimination of the company's 5.50% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series J. All outstanding shares of the Series J Preferred Stock were redeemed on September 14, 2023. On August 16, 2023, the company filed a Certificate of Designations for the new series of preferred stock. (8-K )
Filing: On September 14, 2023, the board of directors of IAC Inc. (the "Company") approved the amendment and restatement of the Company's Amended and Restated By-Laws (as so amended, the "Amended and Restated By-Laws"), effective concurrently with such adoption. Among other things, the amendments to the Ame ... (8-K )
DPD Note: Stilwell Value began a campaign at IF Bancorp with a 13D filing reporting the shares were undervalued when purchased and that it intends to actively pursue value-creating initiatives at the company (SC 13D )
Filing: On September 13, 2023, the Board of Directors (the "Board") of Kinsale Capital Group, Inc. (the "Company") adopted amendments to the Company's Amended and Restated By-Laws (as amended and restated, the "By-Laws") in order to update the procedures and disclosure requirements for director nominations ... (8-K )
Filing: On September 18, 2023, MEI Pharma, Inc. issued a press release confirming receipt of director nominations from Anson Advisors Inc. and Cable Car Capital LLC. A copy of the press release is set forth below. (DEFA14A )
Filing: On September 15, 2023, in connection with the Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of the bylaws of MGE Energy, Inc. (the "Company"), the Company's board of directors (the "Board") unanimously adopted amended and restated bylaws of the Compan ... (8-K )
Filing: On September 15, 2023, the Board of Directors of NeuBase Therapeutics, Inc. (the "Company") approved an amendment of the Company's Amended and Restated Bylaws (the "Bylaws"), effective as of September 15, 2023, to change the quorum for the transaction of business at stockholder meetings to one-third ... (8-K )
DPD Note: CLS Therapeutics LLC disclosed it nominated a three-person slate for election to the company's annually elected Board at the 2023 annual meeting. CLS Therapeutics stated that intends to solicit proxies in support of its nominees if the company does not include the nominees as a portion of the Board's own nominees for election at the annual meeting. (SC 13D/A )
Filing: On September 13, 2023, the Board of Directors (the "Board") of BlackRock, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws, effective September 13, 2023. The amendments incorporate and update procedural and informational requirements for director nominations by s ... (8-K )
(DEF 14A )
Filing: Evofem Biosciences, Inc. (the "Company") held its Annual Meeting of Stockholders on September 14, 2023 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved a resolution to amend the Company's existing Amended and Restated Certificate of Incorporation ("Certificate"). Th ... (8-K )
(DEF 14A )
Filing: On September 12, 2023, the Board of Directors (the "Board") of Hexcel Corporation (the "Company") amended and restated the Company's Amended and Restated Bylaws (the "Bylaws"), effective immediately, primarily to: (i) update the advance notice provision for stockholder nominations and proposals to a ... (8-K )
(DEF 14A )
Filing: On September 14, 2023, the Board of Directors (the "Board") of Mattel, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective immediately. The amendments update the procedural and disclosure requirements for stockholders intending ... (8-K )
DPD Note: Anson Funds-Cable Car Capital began a second campaign at MEI Pharma with an amended 13D filing (#3) reporting that the investors had nominated three candidates for election to MEI Pharma's board at the 2023 annual meeting (SC 13D/A )
DPD Note: Anson Funds and Cable Car Capital LLC disclosed they nominated a three-person slate for election to the company's Board at the 2024 annual meeting. The annual meeting nominations come two months after Anson and Cable Car disclosed they intend to solicit written consents to remove the company's entire Board. (SC 13D/A )
DPD Note: Vote results for September 13, 2023 annual meeting include a stockholder proposal to reduce the percent required to call a special meeting from 25% to 20% and eliminate the one-year holding period that did not receive a majority of votes cast and was not approved. (8-K )
DPD Note: Sphinx Investment Corp. disclosed it nominated a director candidate for election at the first annual meeting of stockholders to occur after September 15, 2023. Sphinx also submitted a non-binding proposal to declassify the Board. (SC 13D/A )
(DEF 14A )
DPD Note: Nano Dimension began a campaign at Stratasys announcing that it opposes and intends to vote against the "value destructive" merger with Desktop Metal at the September 28, 2023 special meeting and urged shareholders to do the same (6-K )
DPD Note: Politan Capital Management began a campaign at Azenta with a 13D filing reporting that it has held discussions with management and the board on a range of company matters, including business, operations, financial condition, strategic plans and governance (SC 13D )
DPD Note: John Chevedden filed a Notice of Exempt Solicitation on a voluntary basis in support of his proposal requesting the company issue near and long-term science-based greenhouse gas (GHG) reduction targets aligned with a 1.5°C and summarize plans to achieve them. The proposal will be voted on at the company's October 24, 2023 annual meeting. (PX14A6G )
DPD Note: Bradley L. Radoff and Etude Capital began a campaign at Hippo Holdings with a press release and board letter critical of the company's abysmal financial results and calling for a strategic review with the goal of preserving and maximizing value (Press Release )
DPD Note: GXO Logistics, Inc. made exempt in connection with merger agreement under which it will acquire the company (8-K )
Filing: On September 12, 2023, the Board of Directors of Prudential Financial, Inc. (the "Company") adopted amendments to the Company's Amended and Restated By-Laws, effective immediately. The amendments, among other things, update the disclosure, notification, and other requirements related to nominations ... (8-K )
Filing: On September 14, 2023, the Board amended and restated the Company's Bylaws (the "Bylaws"), effective immediately. The Bylaws were amended and restated to, among other things: a.enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submis ... (8-K )
Filing: On September 12, 2023, the Articles of Association of Transocean Ltd. (the "Company") were amended (as amended, the "Articles of Association") to reflect changes in the Company's total issued share capital resulting from the issuance of 11,870,376 shares, CHF 0.10 par value, of the Company (the "New ... (8-K )
Filing: On September 11, 2023, Agilysys, Inc. (the "Company"), filed a certificate of amendment (the "Charter Amendment") to its Certificate of Incorporation to (i) provide exculpation from liability for certain officers of the Company from certain claims of breach of the fiduciary duty of care, similar to ... (8-K )
Filing: As previously announced, on July 6, 2023, the Board of Directors of the Company (the "Board") approved an amendment to the Second Amended and Restated Certificate of Incorporation (the "Reverse Stock Split Amendment") of Astra Space, Inc. (the "Company") to effect (a) a 1-for-15 reverse stock split ... (8-K )
Filing: On September 8, 2023, the Board of Directors of Cassava Sciences, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws (as amended and restated, the "Amended and Restated Bylaws"), effective as of such date. The amendments set forth in the Amended and Restated Bylaws, a ... (8-K )
DPD Note: 8-K to disclose the Board will not accept the resignations of directors John Held, Thomas Lardieri, Alicia Morga and Jacques Tortoroli which were tendered in accordance with the company's Majority Voting Policy after receiving more "Withhold" than votes "For" their election at the company's June 2023 annual meeting. The company stated that the withhold campaign launched by activist shareholders was "designed to circumvent the procedures and processes in place to allow shareholders to vote based on full and complete disclosure with respect to director nominees and to make an informed decision with respect to the election of directors to the Board" and as such rejected the offers to resign. (8-K )
Filing: On September 13, 2023, the Board approved the amendment and restatement of the Company's Amended and Restated By-laws (as so amended, the "Amended and Restated By-laws"), effective concurrently with such adoption. The amendments effected by the Amended and Restated By-laws include the following: * T ... (8-K )
DPD Note: 10-K filing for the fiscal year ended June 30, 2023 discloses that the Board has approved an amendment to the Rights Agreement, extending the term by an additional year to September 23, 2024. The formal amendment has yet to be filed. (10-K )
Filing: On September 7, 2023, the Board of Directors of the Company approved and adopted Amended and Restated Bylaws for the Company, which were originally adopted effective January 2, 2004. The principal changes to the Bylaws are: (i) adding a new Section 2.10 specifying the procedures to be followed for s ... (10-K )
DPD Note: The company announced it will hold the annual meeting for the fiscal year ended June 30, 2023 on December 6, 2023 (the previous AGM was held on March 21, 2023). The company provided a deadline of October 9, 2023 to submit 14a-8 proposals. The company recently ceased to qualify as a foreign private issuer and became subject to the U.S. proxy rules including 14a-8 proposals. The deadlines related to discretionary voting, universal proxy rules, and submitting business pursuant Section 79 of the Bermuda Companies Act were also provided. (10-K )
DPD Note: Natural Resources Defense Council filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the re-election of directors Jon Moeller, Joe Jimenez, Angela Braly, and Patricia Woertz at the company's October 10, 2023 annual meeting citing the failure to deliver meaningful and robust action to address forest sourcing risk. (PX14A6G )
DPD Note: The company confirmed that the 2023 annual meeting will be held November 15, 2023 and provided slightly adjusted deadlines including a nomination deadline of September 23, 2023, which is the 10th calendar day following the date of public announcement of the 2023 annual meeting date. The proxy statement filed on April 10, 2023 for the 2022 annual meeting held on May 23, 2023 annual meeting provided advance notice deadlines based on an anticipated 2023 annual meeting date of on or about November 15, 2023. (10-K )
DPD Note: Stadium Capital Management, LLC issued a press release containing a letter to the Board critical of the company's underperformance and poor corporate governance practices including the classified Board. (Press Release )
DPD Note: 3D Systems began a campaign at Stratasys urging shareholders to vote against the company's "value-destructive" merger with Desktop Metal at the September 28, 2023 special meeting to send a message to the board to accept its competing offer (425 )
Filing: The Company convened and adjourned its special meeting of stockholders on September 8, 2023 (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment to the amended and restated certificate of incorporation of the Company (the "Charter") to effect the Reverse ... (8-K )
Filing: In connection with the REIT Merger, at the REIT Merger Effective Time, GNL amended its amended and restated bylaws (as so amended, the "Second Amended and Restated Bylaws"), to, among other things, remove the requirement that the GNL Board include two "managing directors" (which have previously been ... (8-K )
Filing: As previously disclosed in the Signing Form 8-K, in connection with the closing of the Transactions, GNL elected to no longer be subject to Section 3-803 of the Maryland General Corporation Law (the "MGCL") and will prohibit itself from electing to be subject to Section 3-803 of the MGCL unless the ... (8-K )
DPD Note: Accelerate expiration date from April 8, 2024 to September 12, 2023 (8-A12B/A )
Filing: On September 7, 2023, Hamilton Lane Incorporated (the "Company") filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting the amendments adopted at the 2023 Annual Meeting of Stockholders (the "Annual Meeting") earlier that day. A cop ... (8-K )
Filing: Also on September 7, 2023, the Company's Board of Directors (the "Board") approved the Amended and Restated Bylaws of the Company (the "Bylaws"), effective the same day, to account for the Securities and Exchange Commission's recent adoption of universal proxy rules, recent changes to the Delaware G ... (8-K )
(DEF 14A )
DPD Note: Runa Capital Advisors began a campaign with a letter to MariaDB's board conveying its opposition to the company entering into highly dilutive equity financing to fund its capital needs and wants the company to pursure alternative debt financing options (SC 13D )
Filing: On September 8, 2023, the Board of Directors (the "Board") of Ooma, Inc. (the "Company") approved amendments to the Company's Amended and Restated Bylaws (as so amended, the "Amended Bylaws"), which became effective immediately. Among other things, the amendments: *revise and adopt certain provision ... (8-K )
Filing: On the Closing Date, in connection with the Transactions, the Company amended and restated its Certificate of Incorporation (the "Amended Charter") and Bylaws (the "Amended Bylaws"), the terms of which are described under the sections "Description of New PubCo's Capital Stock" and "Comparison of Sto ... (S-8 )
Filing: On the Closing Date, in connection with the Transactions, the Company amended and restated its Certificate of Incorporation (the "Amended Charter") and Bylaws (the "Amended Bylaws"), the terms of which are described under the sections "Description of New PubCo's Capital Stock" and "Comparison of Sto ... (S-8 )
DPD Note: On September 8, 2023, 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 )
IPO Activity
Kindly MD, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
The underwriters received a discount of $1.6782 per share (a gross spread of 5.59%) and a total of $32.2 mil for underwriting Klaviyo, Inc.'s IPO
Klaviyo, Inc. set the price of its initial public offering of 19,200,000 shares of Series A common stock at $30.00 per share, above the high end of the $27.00 to $29.00 anticipated price range for gross proceeds of $576 mil
The underwriters received a discount of $0.18 per share (a gross spread of 4.5%) and a total of $195,750 for underwriting Davis Commodities Limited's IPO
Davis Commodities Limited set the price of its initial public offering of 1,087,500 ordinary shares at $4.00 per share, at the low end of the $4.00 to $4.50 anticipated price range for gross proceeds to the company of $4.35 mil
The underwriters received a discount of $1.65 per share (a gross spread of 5.5%) and a total of $36.3 mil for underwriting Instacart, Inc.'s IPO
Instacart, Inc. set the price of its initial public offering of 22,000,000 shares of common stock at $30.00 per share, at the high end of the $28.00 to $30.00 anticipated price range for gross proceeds of $660 mil
Klaviyo, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
J-Star Holding Co., Ltd. decreased the number of ordinary shares to be offered to 2,500,000 shares from 4,000,000 shares
SolarJuice Co., Ltd. removed terms for its IPO, previously the company had planned an issuance of 3,000,000 ordinary shares at an anticipated price range of $5.00 to $6.00 per share
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
Klaviyo, Inc. increased the anticipated price range for its IPO to between $27.00 and $29.00 per share from an anticipated price range of $25.00 to $27.00 per share
Davis Commodities Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Instacart, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
The underwriters received a discount of $1.26 per share (a gross spread of 7%) and a total of $21.8 mil for underwriting RayzeBio, Inc.'s IPO
RayzeBio, Inc. set the price of its initial public offering of 17,277,600 shares of common stock at $18.00 per share, at the the high end of the $16.00 to $18.00 anticipated price range for gross proceeds of $311 mil
Republic Power Group Limited decreased the number of ordinary shares to be offered to 2,010,000 shares from 4,000,000 shares with Republic Power offering 1,280,000 shares and selling stockholders now offering 730,000 shares
Republic Power Group Limited increased the anticipated price range for its IPO to $5.00 to $6.00 per ordinary share from $4.00 to $6.00 per share
The underwriters received a discount of $1.19 per share (a gross spread of 7%) and a total of $17.5 mil for underwriting Neumora Therapeutics, Inc.'s IPO
Neumora Therapeutics, Inc. set the price of its initial public offering of 14,710,000 shares of common stock at $17.00 per share, at the midpoint of the $16.00 to $18.00 anticipated price range for gross proceeds to the company of $250 mil
Turbo Energy, S.A.disclosed that they will offer 1,000,000 ADS to the public with each ADS now representing 5 ordinary shares
Instacart, Inc. increased the anticipated price range for its IPO to $28.00 to $30.00 per share from $26.00 to $28.00 per share
RayzeBio, Inc. increased the number of shares offered to 17,277,600 shares from 14,398,000 shares with the company offering 16,114,600 shares and the selling shareholders continuing to offer 1,163,000 shares
AI TRANSPORTATION ACQUISITION CORP disclosed that the units to be offered now consist of one ordinary share and one right to receive 1/8 of one ordinary share
Pineapple Financial Inc. decreased the number of common shares to be offered to 875,000 shares from 1,250,000 shares
Acesis Holdings Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Acesis Holdings Corporation disclosed plans to offer 1,700,000 shares of common stock to the public
Acesis Holdings Corporation set the anticipated price range for its IPO at $4.00 to $6.00 per share
RayzeBio, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
The underwriters received a discount of $1.02 per share (a gross spread of 2%) and a total of $97.41 mil for underwriting Arm Holdings plc's IPO
Arm Holdings plc set the price of its initial public offering of 95,500,000 ADS at $51.00 per ADS, which is at the high end of the $47.00 to $51.00 anticipated price range for gross proceeds to Softbank, the selling shareholder, of $4.87 bil
Neumora Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Flewber Global Inc. disclosed plans to offer 1,555,556 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock
Flewber Global Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per unit
Nature Wood Group Limited decreased the number of ADS to be offered to 750,000 ADS from 915,000 ADS
The underwriters received a discount of $0.63 per share (a gross spread of 7%) and a total of $472,500 for underwriting Nature Wood Group Limited's IPO
Nature Wood Group Limited set the price of its initial public offering of 750,000 ADS at $9.00 per ADS, at the low end of the $9.00 to $11.00 anticipated price range for gross proceeds to the company of $6.75 mil
Inno Holdings Inc. disclosed plans to offer 2,500,000 shares of common stock to the public
Inno Holdings Inc. set the anticipated price range for its IPO at $4.00 to $5.00 per share
Arm Holdings plc's registration statement was declared effective by the Securities and Exchange Commission (SEC)
SIMPPLE LTD. decreased the number of ordinary shares to be offered to 1,602,000 shares from 1,625,000 shares
The underwriters received a discount of $0.39375 per share (a gross spread of 7.5%) and a total of $630,788 for underwriting SIMPPLE LTD.'s IPO
SIMPPLE LTD. set the price of its initial public offering of 1,602,000 shares at $5.25per share, which was at the low end of the $5.25 to $6.25 anticipated price range for gross proceeds to the company of $8.4 mil
First Person Ltd. increased the shares offered in its IPO to 1,900,000 common shares, previously the company disclosed an offering of 1,500,000 shares
Birkenstock Holding Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
SIMPPLE LTD.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Adlai Nortye Ltd removed terms regarding shares offered and anticipated price range in a new filing amendment, after previously disclosing plans to offer 3,000,000 ADS at a price range of $22 to $26 per share
Klaviyo, Inc. disclosed plans to offer 19,200,000 shares of Series A common stock to the public with the company selling 11,507,693 shares and selling shareholders selling 7,692,307 shares
Klaviyo, Inc. set the anticipated price range for its IPO at $25.00 to $27.00 per share
Instacart, Inc. disclosed plans to offer 22,000,000 shares of common stock to the public in its IPO with the company offering 14,100,000 and selling shareholders offering 7,900,000 shares
Instacart, Inc. set the anticipated price range for its IPO at $26.00 to $28.00 per share
RayzeBio, Inc. disclosed plans to offer 14,398,000 shares of common stock to the public in its IPO with the company offering 13,235,000 and a selling shareholder offering 1,163,000 shares
RayzeBio, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Neumora Therapeutics, Inc. disclosed plans to offer 14,710,000 shares of common stock to the public
Neumora Therapeutics, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Nature Wood Group Limited's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Fenbo Holdings Limited filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Fenbo Holdings Limited disclosed plans to offer 1,000,000 ordinary shares to the public
Fenbo Holdings Limited set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Healthy Choice Wellness Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Healthy Choice Wellness Corp. disclosed plans to offer 400,000 shares of Class A common stock to the public
Healthy Choice Wellness Corp. set the anticipated price for its IPO at $10.00 per share
Zerospo decreased the number of ordinary shares to be offered to 1,500,000 shares from 3,750,000 shares
Zhibao Technology Inc. filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Forest Acquisition Corp withdrew its initial public offering
Courtside Group, Inc. (d/b/a PodcastOne) completed its direct listing and opened trading on the NYSE at $4.30 per share for gross proceeds of $44.3 mil
Courtside Group, Inc.'s (d/b/a PodcastOne) registration statement was declared effective by the Securities and Exchange Commission (SEC)
Youxin Technology Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Youxin Technology Ltd disclosed plans to offer 2,000,000 Class A ordinary shares to the public
Youxin Technology Ltd set the anticipated price for its IPO at $4.00 per Class A ordinary share
Solowin Holdings decreased the number of ordinary shares to be offered to 2,000,000 from 2,500,000 shares
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of $640,000 for underwriting Solowin Holdings' IPO
Solowin Holdings set the price of its initial public offering of 2,000,000 shares at $4.00 per share, which was at the low end of the $4.00 to $6.00 anticipated price range for gross proceeds to the company of $8 mil
Solowin Holdings' registration statement was declared effective by the Securities and Exchange Commission (SEC)
Smith Douglas Homes Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
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
EMulate Therapeutics, Inc. disclosed the company will now offer 2,300,000 shares of common stock to the public, previously it disclosed an offering of 2,500,000
Arm Holdings plc disclosed plans to offer 95,500,000 American Depositary Shares (ADS) with each ADS representing one ordinary share
Arm Holdings plc set the anticipated price range for its IPO at $47.00 to $51.00 per ADS
Syra Health Corp. disclosed that it is now offering 1,500,000 units; previously the company disclosed an offering of 2,000,000 units
Elate Group, Inc. increased the number of Class A shares to be offered to 1,437,500 shares from 1,000,000 shares
Elate Group, Inc. decreased the anticipated price range for its IPO to $4.00 per share from $5.00 to $7.00 per share
Garden Stage Limited disclosed that the company will now offer 2,00,000 ordinary shares to the public, with the selling shareholders now offering shares via separate prospectus
Garden Stage Limited increased the anticipated price range for its IPO to $4.00 $5.00 per share from a price of $4.00 per share
Richtech Robotics Inc. disclosed plans to offer 1,600,000 shares of Class B common stock to the public
Richtech Robotics Inc. set the anticipated price range for its IPO at $4.00 to $6.00 per share
Linkage Global Inc filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
Linkage Global Inc disclosed plans to offer 1,500,000 ordinary shares to the public
Linkage Global Inc set the anticipated price range for its IPO at $4.00 to $6.00 per ordinary share
Scripps Safe, Inc. disclosed that they will now offer 2,115,000 shares of common stock to the public; previously they disclosed an offering of 1,200,000 shares
Ryde Group Ltd filed for an initial public offering with its filing of an F-1 with the Securities and Exchange Commission (SEC)
The underwriters received a discount of $0.32 per share (a gross spread of 8%) and a total of $512,000 for underwriting Inspire Veterinary Partners, Inc.'s IPO
Inspire Veterinary Partners, Inc. set the price of its initial public offering of 1,600,000 shares at $4.00 per share, which was at the low end of the $4.00 to $6.00 anticipated price range for gross proceeds to the company of $6.4 mil
CardieX Limited disclosed plans to offer 1,333,333 American Depositary Shares, representing 100,000,000 ordinary shares, in its IPO
CardieX Limited set the anticipated price range for its IPO at $7.50 to $8.00 per ADS
Global Engine Group Holding Limited increased the number of ordinary shares to be offered to 3,000,000 from 2,000,000 shares
Innovation Beverage Group Limited increased the anticipated price for its IPO to $4.125 per unit from $4.00 per unit
Inspire Veterinary Partners, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Klaviyo, 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..