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Mergers IPOs

Mergers & Acquisitions

Special Purpose Acquisition Company (SPAC) Market Study 2021

Deal Point Data researched every Special Purpose Acquisition Company (SPAC) that filed with the Securities and Exchange Commission from January 1, 2016 to March 31, 2021. We observed these deals throughout the SPAC lifecycle – from registration to IPO pricing to the announcement of a de-SPAC M&A transaction. We reviewed the relevant stock purchase agreements, asset purchase agreements or merger agreements to evaluate key negotiated M&A deal points. Read more

Update on the Prevalence of SPAC IPOs

In our research note dated June 24, 2020 we highlighted the increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) as one of the most notable trends in IPOs in the last few years. What we did not discuss at that time is the explosion of SPACs filing to go public, which are at unprecedented levels. Read more

Increasing Prevalence and Size of SPAC IPOs

The increased prevalence of initial public offerings by special purpose acquisition companies (SPACs) has been one of the most notable trends in IPOs in the last few years. SPACs are blank check companies formed for the purpose of merging with another company following the IPO. Read more

Observations on Recent Poison Pill Activity

As a follow up to our recent note regarding companies increasing use of poison pills to guard against opportunist acquirers and activist investors as a result of the coronavirus pandemic (Corporate America's Medicine Against Coronavirus) here are some additional observations: Read more

Coronavirus Pandemic's Impact on Stock Swap Valuations

Target companies in agreed fixed exchange stock swap transactions have seen the value of the acquirer's shares they are to receive as consideration in the transaction decrease, in some cases significantly, as the coronavirus pandemic continues to impact stock prices. Read more

Corporate America's Medicine Against Coronavirus

Faced with myriad problems caused by the coronavirus pandemic, including significantly depressed stock prices and the ensuing threat of shareholder activism and hostile takeovers, corporate America is turning to an old standby - poison pills. Read more

Coronavirus Impact on M&A Agreement Drafting

Given the uncertainty and rising public health concerns around the coronavirus (COVID-19), Deal Point Data decided to take a look at how practitioners are drafting the material adverse change (MAC) definitions in recently announced transactions. Specifically, we wanted to see whether the target MAC definition included a carveout related to the coronavirus and similar concepts. The inclusion of specific carveouts protects the target in the event that the acquirer attempts to terminate the transaction based on a material adverse change. Read more

Second Most Active U.S. Public M&A Environment on Record

The dollar value of newly announced Merger and Acquisition deals with U.S. publicly traded target companies surged to its highest first half level since the record was set in 2015. According to Deal Point Data’s research, $508 billion dollars of M&A deals were announced during the first six months of 2019. First half activity was only 1.7% below the all-time high and 85% above the 10-year average level. On a year-over-year basis, dollar volume increased 15.1% in June, 4.6% in Q2, and 10.2% for the half year. On a sequential basis, the first half of 2019 was up 94.4% compared to the second half of 2018. In a sign that the market was not overheating, the average unaffected control premium was a moderate 29.96% during the first half, 20.4% below the ten-year average. Goldman, Sachs topped the Deal Point Data investment banking league table for announced U.S. public target deals during the first half advising on $162.3 billion in deals. Wachtell Lipton advised on $142.4 billion in announced deals to earn the number one ranking among legal advisers.


Top 5 Largest U.S. Public M&A Deals Announced during First Half 2019
Target Acquirer Equity Value ($bil)
Celgene Corporation Bristol-Myers Squibb Company 71.6
Raytheon Company United Technologies 52.0
Anadarko Petroleum Occidental Petroleum 37.9
Worldpay, Inc. Fidelity National Information Services 34.8
SunTrust Banks BB&T Corporation 28.2

Market Leaders - U.S. Public Mergers

Wachtell, Lipton, Rosen & Katz was the top ranked legal adviser on U.S. public M&A deals announced during the first half of 2019. Wachtell advised on 14 public deals valued at $249.4 billion. Kirkland & Ellis ranked second in the high-profile public M&A advisory market while Skadden rounded out the top three.

Rank Firm Equity Value ($bil)
1 Wachtell, Lipton, Rosen & Katz 249.4
2 Kirkland & Ellis 100.8
3 Skadden 88.4

M&A Adviser Fee Watch

As of July 1, 2019, record M&A advisory fees of $2.03 billion have already been disclosed on U.S. public deals announced during the first half of 2019. Goldman led the market with $447 million in fees disclosed. JP Morgan took second place among financial advisers. Morgan Stanley rounded out the top three in disclosed fees.

Corporate Governance Activity

Kansas City Southern29 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Canadian Pacific Railway Limited filed preliminary proxy materials to solicit votes against the approval of company's merger with Canadian National Railway Company (CN). In March 2021, Canadian Pacific entered into an agreement to acquire the company but CN subsequently made an unsolicited, competing offer to acquire the company. The company's Board later deemed CN's revised offer to be superior to Canadian Pacific's deal and terminated its merger agreement with Canadian Pacific. (PREC14A )
Monmouth Real Estate Investment Corporation29 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Blackwells Capital LLC, which previously filed preliminary proxy materials nominating a four-person slate for election at company's 2021 annual meeting, has now filed preliminary proxy materials to solicit votes against the approval of the company's acquisition by Equity Commonwealth. The merger will be voted on at a special meeting scheduled for August 24, 2021. (PREC14A )
Alkermes plc28 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated (10-Q )
Alkermes plc28 Jul 21
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 06/14/2021 (10-Q )
Costamare Inc.28 Jul 21
Discloses AGM Date
• Press release: Costamare Inc. Announces 2021 Annual Meeting of Stockholders (Press Release )
Lithia Motors, Inc.28 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 06/07/2021 (10-Q )
NortonLifeLock Inc.28 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
PFSweb, Inc.28 Jul 21
Poison Pill Ratify Proposal
DPD Note: Vote results for July 27, 2021 annual meeting include the approval of an amendment to Rights Agreement to extend the term. (8-K )
R.R. Donnelley & Sons Company28 Jul 21
Governance/Defense Controversy/Criticism
DPD Note: Chatham Asset Management, LLC switched from a 13G to a 13D filer to disclose that it intends to engage in discussions with management and the Board to express its view that the Board should not renew its stockholder rights plan upon its expiry on August 28, 2021 and that the Board should concentrate its efforts on undertaking a strategic review of assets with an external advisor. Chatham also filed a separate press release containing a letter to the Board. (SC 13D )
Wells Fargo & Company28 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 09/28/2006 (10-Q )
Wells Fargo & Company28 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/29/2010 (10-Q )
Deckers Outdoor Corporation27 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Imax Corporation27 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Bylaws Amended/Restated Effective 03/04/2021 (10-Q )
Just Eat Takeaway.com N.V.27 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Cat Rock Capital Management LP press release containing a link to a presentation on recent developments at the company. Cat Rock blames the stock price underperformace on its "broken communication" with investors and calls for the company to fix the communication, divest non-core assets and use the proceeds to invest in its growth and to repurchase shares, and explore mergers with other global players. (Press Release )
MDC Partners Inc.27 Jul 21
Reincorporation
DPD Note: Reincorporation in Delaware from Canada (Canada Business Corporations Act). (8-K )
Methode Electronics, Inc.27 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Monmouth Real Estate Investment Corporation27 Jul 21
Other Material Defense/Proxy Disclosure
DPD Note: Starwood Real Estate Income Trust, Inc. filed preliminary proxy materials to solicit votes against the approval of the company's acquisition by Equity Commonwealth. Starwood previously made an unsolicited offer to acquire the company that was rejected. (PREC14A )
Steel Connect, Inc.27 Jul 21
Poison Pill Ratify Proposal
DPD Note: Vote results for July 26, 2021 annual meeting include the approval of an amendment and three-year extension of the company's Tax Benefits Preservation Plan. (8-K )
Take-Two Interactive Software, Inc.27 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Triton International Limited27 Jul 21
Governing Documents Filing (Restated Only)
• Exhibit: Bylaws Amended/Restated Effective 04/27/2021 (10-Q )
Yatra Online, Inc.27 Jul 21
Governance/Defense Controversy/Criticism
DPD Note: Timothy J. Maguire of Maguire Asset Management, LLC 13D/A includes a letter to shareholders "to drive public support for a series of actions" to unlock shareholder value. Maguire blames the company's disappointing valuation on shareholder-unfriendly corporate governance practices including a lack of transparency into executive compensation, subpar operational performance, and a lack of operational and industry experience among Board members and management. Maguire outlines of a series of actions to address these issues and create shareholder value. Maguire also wants the company to schedule a 2021 annual meeting (the last meeting was held in December 2018). (SC 13D/A )
Box, Inc.26 Jul 21
Update:Proxy Fight Director Nomination on 05/03/2021
• Press release: Box Mails Letter to Stockholders Highlighting Superior Board Leadership and Nominees (Press Release )
Butler National Corporation26 Jul 21
Poison Pill Amendment
DPD Note: Extend expiration date by ten years (from August 2, 2021 to August 2, 2031) (8-K )
McKesson Corporation26 Jul 21
Defense Related Stockholder Proposal
DPD Note: Vote results for July 23, 2021 annual meeting include a stockholder proposal to allow stockholders to act by written (currently written consent allowed only if unanimous) that failed to receive a majority of votes cast and was not approved. (8-K )
Mimecast Limited26 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
ViaSat, Inc.26 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Barnes & Noble Education, Inc.23 Jul 21
Update:Settlement/Standstill on 07/21/2020
DPD Note: The company entered into a letter agreement with Outerbridge Capital Management, LLC to supplement and amend the Cooperation Agreement dated July 20, 2020. Under the updated agreement, the company will renominate Lowell W. Robinson and Zachary Levenick for election to the Board at the company's 2021 annual meeting and the voting and standstill restrictions contained in the Cooperation Agreement will be extended for an additional year. Messrs. Robinson and Levenick were appointed to the Board under the original agreement. (8-K )
ePlus inc.23 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
TESSCO Technologies Incorporated23 Jul 21
Governance/Defense Controversy/Criticism
DPD Note: Robert B. Barnhill, Jr., the company's founder and former Chairman (until August 2020), 13D/A discloses he will retire from the Board effective the July 28, 2021 annual meeting and that he intends to withhold his support from the re-election of directors Sandip Mukerjee and Paul Gaffney at the meeting. Mr. Barnhill did not cite any reasons for not supporting these directors. Seven seats are up for election to the company's annually elected Board at the meeting. (SC 13D/A )
Zevia PBC23 Jul 21
Corporate Governance Guidelines
• Exhibit: Principles of Corporate Governance (Co. Website )
Genesco Inc.22 Jul 21
Update:Proxy Fight Director Nomination on 04/12/2021
DPD Note: Final vote results for the July 20, 2021 annual meeting include the election of all nine of the company's director nominees. The four Legion Partners Asset Management, LLC nominees were supported by 16.3%, 16.3%, 22.9% and 25.8% of the votes cast respectively. (8-K )
NeuroMetrix, Inc.22 Jul 21
Poison Pill Amendment
DPD Note: Expand the definition of "Beneficial Ownership" to include certain derivative interests; Extend expiration date from March 8, 2022 to March 8, 2023 (10-Q )
Rocky Mountain Chocolate Factory, Inc.22 Jul 21
Update:Proxy Fight Director Nomination on 07/06/2021
DPD Note: The company announced governance enhancements while in the midst of a proxy fight (two separate shareholders have nominated candidates for election to the Board at the company's 2021 annual meeting). (Press Release )
Teligent, Inc.22 Jul 21
Failed Company Defense Change Vote
DPD Note: Vote results for July 21, 2021 annual meeting include a company proposal to amend the charter to eliminate the ability of stockholders to act by written consent that was not approved. The proposal received a majority of votes cast but failed to receive the majority of O/S required for approval. (8-K )
Autoscope Technologies Corporation21 Jul 21
Poison Pill Amendment
DPD Note: Amendment to provide for new entity to assume the rights plan following a holding company reorganization and to replace all references to "Image Sensing Systems, Inc." with "Autoscope Technologies Corporation" (8-K12B )
Casey's General Stores, Inc.21 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
iCAD, Inc.21 Jul 21
Failed Director Elections/Zombie Directors
DPD Note: At the company's July 15, 2021 annual meeting, a majority of the votes cast were withheld from one of the five company directors up for election at the meeting. Dr. Rakesh Patel was elected under the company's plurality vote standard (votes withheld had no effect on the election). (8-K )
Intuitive Surgical, Inc.21 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 09/12/2003 (10-Q )
Intuitive Surgical, Inc.21 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/21/2012 (10-Q )
Intuitive Surgical, Inc.21 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 09/29/2017 (10-Q )
Intuitive Surgical, Inc.21 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amendment Effective 04/24/2020 (10-Q )
NetScout Systems, Inc.21 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )
Simmons First National Corporation21 Jul 21
Governing Documents Filing (Refiling)
• Exhibit: Charter Amended/Restated Effective 07/14/2021 (S-4 )
Tile Shop Holdings, Inc.21 Jul 21
Failed Company Defense Change Vote
DPD Note: Vote results for July 20, 2021 annual meeting include company proposals to amend the charter and bylaws to eliminate the supermajority vote requirement (75%) to amend the bylaws and certain charter that were not approved. The proposals received majority support but failed to receive the 75% required for approval. (8-K )
Genesco Inc.20 Jul 21
Update:Proxy Fight Director Nomination on 04/12/2021
DPD Note: The company announced that based on preliminary vote results for the July 20, 2021 annual meeting, all nine of its director nominees were re-elected (none of Legion Partners Asset Management, LLC's four nominees were elected). (Press Release )
Monro, Inc.20 Jul 21
Exempt Solicitation
DPD Note: Ides Capital Management LP filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote for its proposal requesting the company adopt a recapitalization plan to eliminate its dual class structure. Ides Capital cited the Class C Convertible Preferred Stock's veto power over all matters put to a vote of the common shareholders and its concentration of ownership in a single individual, Director Peter J. Solomon. The proposal will be voted on at the company's August 17, 2021 annual meeting. (PX14A6G )
N-able, Inc.20 Jul 21
Corporate Governance Guidelines
• Exhibit: Corporate Governance Guidelines (Co. Website )
Whitestone REIT20 Jul 21
Update:Failed Director Elections/Zombie Directors on 05/14/2021
DPD Note: The company announced that the Board rejected Jack L. Mahaffey's tendered resignation. The company previously disclosed that the Board would deliberate on whether to accept or reject Mr. Mahaffey's resignation after a majority of the votes cast were withheld from his re-election at the company's May 2021 annual meeting as required by the company's majority voting policy. Mr. Mahaffey will continue to serve as a trustee of the Company until the company's 2022 annual meeting. On July 15, 2021, Mr. Mahaffey notified the Board that he will not stand for re-election at the conclusion of his present term. (8-K )
Adamis Pharmaceuticals Corporation19 Jul 21
Update:Proxy Fight Director Nomination on 06/01/2021
DPD Note: Vote results for the July 16, 2021 annual meeting include the re-election of all five of the company's director nominees. The vote results do not include any of the Jerald A. Hammann nominations or proposals. Mr. Hammann nominated four individuals, including himself, for election to the Board and submitted three proposals but the company rejected his notice for being untimely and failing to comply with the company's advance notice bylaw. (8-K )
Box, Inc.19 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEFC14A )
Duke Energy Corporation19 Jul 21
Update:Other Material Defense/Proxy Disclosure on 05/17/2021
DPD Note: Elliott Management Corp. issued a press release containing a second letter to the Board highlighting feedback received from fellow stockholders and other stakeholders since it went public with its views on the company on May 17. Elliott cited areas that there was broad agreement among investors including that management's poor track record has led to skepticism regarding management's ability to create value for stockholders. Elliott detailed the next steps the company should take based on this feedback including operational improvements and increased focus in specific locations and the need to enhance the Board's independence including separating the roles of Chair and CEO. (Press Release )
Duke Energy Corporation19 Jul 21
Update:Other Material Defense/Proxy Disclosure on 05/17/2021
• Press release: Duke Energy responds to Elliott Management's latest letter (Press Release )
Electronic Arts Inc.19 Jul 21
Exempt Solicitation
DPD Note: The SOC Investment Group (fka as CtW Investment Group) filed a Notice of Exempt Solicitation on a voluntary basis urging stockholders to vote against the company's "say on pay" proposal and the re-election of Compensation Committee members Luis Ubinas (Chair), Leonard S. Coleman, Jay C. Hoag, and Heidi Ueberroth, at the August 2021 annual meeting. SOC cited the company's inadequate response to last year's low "say on pay" vote (74.5% against) and the too frequent special award grants to NEOs. (PX14A6G )
Microchip Technology Incorporated19 Jul 21
Definitive Proxy (Advance Notice Annual Disclosure)
(DEF 14A )

IPO Activity

PowerSchool Holdings, Inc.29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.945 per share (a gross spread of 5.25%) and a total of $37.3 mil for underwriting PowerSchool Holdings, Inc.'s IPO
PowerSchool Holdings, Inc.29 Jul 21
IPO Price Disclosed
PowerSchool Holdings, Inc. set the price of its initial public offering of 39,473,685 shares at $18.00 per share, which was within the $18.00 to $20.00 price range, for gross proceeds of $161.5 mil
Teads N.V.29 Jul 21
Other IPO Related
Teads N.V. has postponed its initial public offering
Hawks Acquisition Corp29 Jul 21
Registration Statement Filed
Hawks Acquisition Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Hawks Acquisition Corp29 Jul 21
Shares Offered Disclosed
Hawks Acquisition Corp disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable public warrant
Hawks Acquisition Corp29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Hawks Acquisition Corp's IPO
Hawks Acquisition Corp29 Jul 21
Other IPO Related
Hawks Acquisition Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Kimbell Tiger Acquisition Corporation29 Jul 21
Registration Statement Filed
Kimbell Tiger Acquisition Corporation filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Kimbell Tiger Acquisition Corporation29 Jul 21
Shares Offered Disclosed
Kimbell Tiger Acquisition Corporation disclosed plans to offer 20,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
Kimbell Tiger Acquisition Corporation29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $11 mil for underwriting Kimbell Tiger Acquisition Corporation's IPO
Kimbell Tiger Acquisition Corporation29 Jul 21
Other IPO Related
Kimbell Tiger Acquisition Corporation disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Snap One Holdings Corp.29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.125 per share (a gross spread of 6.25%) and a total of $15.6 mil for underwriting Snap One Holdings Corp.'s IPO
Snap One Holdings Corp.29 Jul 21
IPO Price Disclosed
Snap One Holdings Corp. set the price of its initial public offering of 13,850,000 shares at $18.00 per share, which was within the $18.00 to $21.00 price range, for gross proceeds of $249.3 mil
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Registration Statement Filed
Minority Equality Opportunities Acquisition Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Shares Offered Disclosed
Minority Equality Opportunities Acquisition Inc. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A common share and one redeemable warrant
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Minority Equality Opportunities Acquisition Inc.'s IPO
Minority Equality Opportunities Acquisition Inc.29 Jul 21
Other IPO Related
Minority Equality Opportunities Acquisition Inc. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
World Quantum Growth Acquisition Corp.29 Jul 21
Shares Offered Decreased
World Quantum Growth Acquisition Corp. decreased the number of units to be offered to 20,000,000 units from 30,000,000 units
Healthcare Royalty, Inc.29 Jul 21
Shares Offered Disclosed
Healthcare Royalty, Inc. disclosed plans to offer 46,875,000 Class A shares to the public with Healthcare Royalty selling 31,250,000 shares and selling shareholders offering 15,625,000 shares
Healthcare Royalty, Inc.29 Jul 21
Price Range Disclosed
Healthcare Royalty, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
International Media Acquisition Corp.28 Jul 21
Registration Statement Declared Effective
International Media Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Metals Acquisition Corp28 Jul 21
Registration Statement Declared Effective
Metals Acquisition Corp's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Software Acquisition Group Inc. III28 Jul 21
Registration Statement Declared Effective
Software Acquisition Group Inc. III's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Rallybio Corporation28 Jul 21
Registration Statement Declared Effective
Rallybio Corporation's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Rallybio Corporation28 Jul 21
Shares Offered Increased
Rallybio Corporation increased the number of common shares to be offered to 6,200,000 from 5,750,000 shares
Riskified Ltd.28 Jul 21
Registration Statement Declared Effective
Riskified Ltd.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Icosavax, Inc.28 Jul 21
Registration Statement Declared Effective
Icosavax, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Icosavax, Inc.28 Jul 21
Shares Offered Increased
Icosavax, Inc. increased the number of common shares to be offered to 12,133,333 from 10,000,000 shares
Nuvalent, Inc.28 Jul 21
Registration Statement Declared Effective
Nuvalent, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Nuvalent, Inc.28 Jul 21
Shares Offered Increased
Nuvalent, Inc. increased the number of common shares to be offered to 9,750,000 from 8,900,000 shares with Nuvalent now offering 9,150,000 Class A common shares and 600,000 Class B common shares
Traeger, Inc.28 Jul 21
Registration Statement Declared Effective
Traeger, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Robinhood Markets, Inc.28 Jul 21
Registration Statement Declared Effective
Robinhood Markets, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Clarios International Inc.28 Jul 21
Other IPO Related
Clarios International Inc. postponed its initial public offering
Preston Hollow Community Capital, Inc.28 Jul 21
Other IPO Related
Preston Hollow Community Capital, Inc. postponed its initial public offering
MeridianLink, Inc.28 Jul 21
Shares Offered Increased
MeridianLink, Inc. increased the number of common shares to be offered to 13,200,000 shares from 12,000,000 shares with MeridianLink now selling 10,000,000 shares and the selling stockholder offering 3,200,000 shares
MeridianLink, Inc.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $1.3676 per share (a gross spread of 5.26%) and a total of $18 mil for underwriting MeridianLink, Inc.'s IPO
MeridianLink, Inc.28 Jul 21
IPO Price Disclosed
MeridianLink, Inc. set the price of its initial public offering of 13,200,000 shares at $26.00 per share, which was within the $24.00 to $26.00 price range, for gross proceeds of $343.2 mil
Duolingo, Inc.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $5.814 per share (a gross spread of 5.7%) and a total of $29.7 mil for underwriting Duolingo, Inc.'s IPO
Duolingo, Inc.28 Jul 21
IPO Price Disclosed
Duolingo, Inc. set the price of its initial public offering of 5,106,113 shares at $102.00 per share, which is 2% above the high end of its increased $95.00 to $100.00 price range, for gross proceeds of $520.8 mil
Candel Therapeutics, Inc.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.56 per share (a gross spread of 7%) and a total of $5 mil for underwriting Candel Therapeutics, Inc.'s IPO
Candel Therapeutics, Inc.28 Jul 21
IPO Price Disclosed
Candel Therapeutics, Inc. set the price of its initial public offering of 9,000,000 shares at $8.00 per share
CIIG Capital Partners II, Inc.28 Jul 21
Shares Offered Decreased
CIIG Capital Partners II, Inc. decreased the number of units to be offered to 22,500,000 units from 30,000,000 units
Embrace Change Acquisition Corp.28 Jul 21
Registration Statement Filed
Embrace Change Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Embrace Change Acquisition Corp.28 Jul 21
Shares Offered Disclosed
Embrace Change Acquisition Corp. disclosed plans to offer 5,000,000 units, with each unit consisting of one ordinary share and one warrant
Embrace Change Acquisition Corp.28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $2.5 mil for underwriting Embrace Change Acquisition Corp.'s IPO
Embrace Change Acquisition Corp.28 Jul 21
Other IPO Related
Embrace Change Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
European Wax Center, Inc.28 Jul 21
Shares Offered Disclosed
European Wax Center, Inc. disclosed plans to offer 10,600,000 Class A common shares to the public with European Wax Center selling 9,035,102 shares and selling shareholders offering 1,564,898 shares
European Wax Center, Inc.28 Jul 21
Price Range Disclosed
European Wax Center, Inc. set the anticipated price range for its IPO at $15.00 to $18.00 per share
WODA Corp28 Jul 21
Registration Statement Filed
WODA Corp filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
WODA Corp28 Jul 21
Shares Offered Disclosed
WODA Corp disclosed plans to offer 4,000,000 units, with each unit consisting of one Class A common share and one-half of one redeemable warrant
WODA Corp28 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.50 per share (a gross spread of 5%) and a total of $5 mil for underwriting WODA Corp's IPO
WODA Corp28 Jul 21
Other IPO Related
WODA Corp disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Dole plc28 Jul 21
Shares Offered Increased
Dole plc increased the number of common shares to be offered to 30,303,030 shares from 26,000,000 shares with Dole now selling all 30,303,030 shares and the selling stockholder no longer offering any shares in the IPO
Dole plc28 Jul 21
Price Range Decreased
Dole plc decreased the anticipated price range for its IPO to between $16.00 to $17.00 per share from $20.00 to $23.00 per share
Alpha Partners Technology Merger Corp.27 Jul 21
Registration Statement Declared Effective
Alpha Partners Technology Merger Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
PowerSchool Holdings, Inc.27 Jul 21
Registration Statement Declared Effective
PowerSchool Holdings, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
DA32 Life Science Tech Acquisition Corp.27 Jul 21
Registration Statement Declared Effective
DA32 Life Science Tech Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Robinhood Markets, Inc.27 Jul 21
Other IPO Related
Robinhood Markets, Inc. disclosed that the Financial Industry Regulatory Authority (FINRA) is investigating the non-registration status of co-founders Bhatt and Tenev
Mercury Ecommerce Acquisition Corp.27 Jul 21
Registration Statement Declared Effective
Mercury Ecommerce Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Snap One Holdings Corp.27 Jul 21
Registration Statement Declared Effective
Snap One Holdings Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
MeridianLink, Inc.27 Jul 21
Registration Statement Declared Effective
MeridianLink, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Duolingo, Inc.27 Jul 21
Registration Statement Declared Effective
Duolingo, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Singularity Acquisition Corp.27 Jul 21
Registration Statement Filed
Singularity Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Singularity Acquisition Corp.27 Jul 21
Shares Offered Disclosed
Singularity Acquisition Corp. disclosed plans to offer 10,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant
Singularity Acquisition Corp.27 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $5.5 mil for underwriting Singularity Acquisition Corp.'s IPO
Singularity Acquisition Corp.27 Jul 21
Other IPO Related
Singularity Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Hello Inc.27 Jul 21
IPO Withdrawn
Hello Inc. withdrew its initial public offering indicating that the company no longer wishes to pursue an IPO at this time
Stronghold Digital Mining, Inc.27 Jul 21
Registration Statement Filed
Stronghold Digital Mining, Inc. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
A SPAC I Acquisition Corp.27 Jul 21
Registration Statement Filed
A SPAC I Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
A SPAC I Acquisition Corp.27 Jul 21
Shares Offered Disclosed
A SPAC I Acquisition Corp. disclosed plans to offer 8,000,000 units, with each unit consisting of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of our initial business combination
A SPAC I Acquisition Corp.27 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $1.6 mil for underwriting A SPAC I Acquisition Corp.'s IPO
A SPAC I Acquisition Corp.27 Jul 21
Other IPO Related
A SPAC I Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Oxus Acquisition Corp.27 Jul 21
Registration Statement Filed
Oxus Acquisition Corp. filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Oxus Acquisition Corp.27 Jul 21
Shares Offered Disclosed
Oxus Acquisition Corp. disclosed plans to offer 15,000,000 units, with each unit consisting of one Class A ordinary share and one warrant
Oxus Acquisition Corp.27 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.20 per share (a gross spread of 2%) and a total of $3 mil for underwriting Oxus Acquisition Corp.'s IPO
Oxus Acquisition Corp.27 Jul 21
Other IPO Related
Oxus Acquisition Corp. disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Cadre Holdings, Inc.27 Jul 21
Shares Offered Disclosed
Cadre Holdings, Inc. disclosed plans to offer 7,142,857 common shares to the public
Cadre Holdings, Inc.27 Jul 21
Price Range Disclosed
Cadre Holdings, Inc. set the anticipated price range for its IPO at $16.00 to $19.00 per share
WCG Clinical, Inc.27 Jul 21
Shares Offered Disclosed
WCG Clinical, Inc.'s disclosed plans to offer 45,000,000 common shares to the public
WCG Clinical, Inc.27 Jul 21
Price Range Disclosed
WCG Clinical, Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Weber Inc.27 Jul 21
Shares Offered Disclosed
Weber Inc. disclosed plans to offer 46,875,000 Class A common shares to the public
Weber Inc.27 Jul 21
Price Range Disclosed
Weber Inc. set the anticipated price range for its IPO at $15.00 to $17.00 per share
Founder SPAC26 Jul 21
Registration Statement Filed
Founder SPAC filed for an initial public offering with its filing of an S-1 with the Securities and Exchange Commission (SEC)
Founder SPAC26 Jul 21
Shares Offered Disclosed
Founder SPAC disclosed plans to offer 27,500,000 units, with each unit consisting of one Class A ordinary share and one-third of one redeemable warrant
Founder SPAC26 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.55 per share (a gross spread of 5.5%) and a total of $15.125 mil for underwriting Founder SPAC's IPO
Founder SPAC26 Jul 21
Other IPO Related
Founder SPAC disclosed that the offer price for the units issued in its initial public offering will be $10.00 per unit
Nuvalent, Inc.26 Jul 21
Shares Offered Disclosed
Nuvalent, Inc. disclosed plans to offer 8,900,000 common shares to the public
Nuvalent, Inc.26 Jul 21
Price Range Disclosed
Nuvalent, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Duolingo, Inc.26 Jul 21
Price Range Increased
Duolingo, Inc. increased the anticipated price range for its IPO to $95.00 to $100.00 per share from $85.00 to $95.00 per share
Williams Rowland Acquisition Corp.26 Jul 21
Registration Statement Declared Effective
Williams Rowland Acquisition Corp.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Candel Therapeutics, Inc.26 Jul 21
Shares Offered Increased
Candel Therapeutics, Inc. increased the number of common shares to be offered to 9,000,000 from 6,072,000 shares
Candel Therapeutics, Inc.26 Jul 21
Price Range Decreased
Candel Therapeutics, Inc. decreased the anticipated price range for its IPO and it now expects the offering price to be $8.00 per share
Candel Therapeutics, Inc.26 Jul 21
Registration Statement Declared Effective
Candel Therapeutics, Inc.'s registration statement was declared effective by the Securities and Exchange Commission (SEC)
Immuneering Corporation26 Jul 21
Shares Offered Disclosed
Immuneering Corporation disclosed plans to offer 7,000,000 Class A common shares to the public
Immuneering Corporation26 Jul 21
Price Range Disclosed
Immuneering Corporation set the anticipated price range for its IPO at $14.00 to $16.00 per share
RxSight, Inc.26 Jul 21
Shares Offered Disclosed
RxSight, Inc. disclosed plans to offer 7,350,000 common shares to the public
RxSight, Inc.26 Jul 21
Price Range Disclosed
RxSight, Inc. set the anticipated price range for its IPO at $16.00 to $18.00 per share
Alpha Healthcare Acquisition Corp. III26 Jul 21
Registration Statement Declared Effective
Alpha Healthcare Acquisition Corp. III's registration statement was declared effective by the Securities and Exchange Commission (SEC)
Core & Main, Inc.26 Jul 21
Underwriting Discount Disclosed
The underwriters received a discount of $0.975 per share (a gross spread of 4.88%) and a total of $34 mil for underwriting Core & Main, Inc.'s IPO
Core & Main, Inc.26 Jul 21
IPO Price Disclosed
Core & Main, Inc. set the price of its initial public offering of 34,883,721 shares at $20.00 per share, which was within the $20.00 to $23.00 price range, for gross proceeds of $1698 mil

Corporate Governance Reports

Covid-19 Rights Plans ("Poison Pills") Revisited - 04/05/2021

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

Delayed 2020 Annual Meetings Impact Key 2021 Advance Notice Deadlines - 02/23/2021

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

Top Takeover Defense Changes of 2020 - 01/21/2021

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

How Have Companies Responded to Delaware Supreme Court Upholding Federal Forum Provisions - 10/21/2020

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

Top Takeover Defense Changes of 2019 - 01/14/2020

Deal Point Data continuously tracks changes to corporate charters and bylaws for key governance and takeover defense changes. With much of the conversation surrounding corporate governance shifting away from shareholder rights to social and environmental issues, the volume of defense changes and updates to governing documents in general declined for companies of all sizes for a second year in a row. Read more

Top Takeover Defense Changes of 2018 - 01/14/2019

A review of Deal Point Data defense change and disclosure data for S&P 1500 companies in 2018 yields a few observations including governance best practices adopted by large cap companies continuing to trickle down to smaller companies, companies of all sizes are concerned with stockholder lawsuits, and absent traditional structural defenses, large cap companies are focusing on bylaw language, with very limited participation by stockholders. Read more

Votes to Ratify Poison Pills Have Become Routine as Plans Evolve - 12/19/2018

It’s hard to believe that the votes associated with what was once the most controversial item in the corporate governance landscape have become downright routine. Since January 1, 2017, 74 out of the 75 company proposals to approve a poison pill (aka a shareholder rights plan) passed and the lone proposal that was voted down comes with an asterisk because it was not a typical vote. Read more

Peak Proxy Access Nomination Season - 10/31/2018

Governance activists waged a hard-fought battle to establish proxy access at public companies and ultimately succeeded as proxy access has been widely adopted. It is therefore rather surprising that we have yet to have a proxy access nomination go to an actual vote. If it is going to happen in the 2019 proxy season, we’re likely to know soon as we’ve entered the part of the calendar where proxy access notice windows are opening. Read more

Securities Offerings

IPOs - Record Unicorn Issuance

The first half of 2019 saw the début of 83 companies listing on U.S. stock exchanges through initial public offerings. The companies raised $34.3 billion a 9.4% decrease over the first six months of 2018. These statistics exclude Special Purpose Acquisition companies. Included in this cohort where 10 “Unicorns”, private companies, such as Uber, with pre-IPO valuations of at least one billion. According to Deal Point Data, this is the most Unicorn issues since IPO records began in 1980. Morgan Stanley topped the Deal Point Data U.S. IPO underwriting league table for the first half of 2019. Cooley was the number one ranked legal counsel to issuers while Davis Polk was the leading counsel to underwriters.

High-Yield Bonds

The dollar value of new issues of SEC registered high-yield bonds fell by 46.8% to $16.2 billion during the first six months of 2019 on a year-over-year basis. On a sequential basis, the dollar value increased by 62.6% compared to the dismal second half of 2018..