Fortress Value Acquisition Corp. V (FVAV) Prices $250M IPO
Fortress Value Acquisition Corp. V announced pricing of its $250 million initial public offering and will begin trading on Nasdaq under the ticker FVAV on February 26, 2026. The SPAC, led by Chairman Andrew A. McKnight and co‑CEOs Andrew Stroud and Micah Kaplan, will pursue a generalist search for a combination that can deliver attractive risk‑adjusted returns. Deutsche Bank serves as the sole underwriter, and the deal is slated to close on February 27. The offering brings the 2026 year‑to‑date SPAC count to 48.
Blackstone and Centerbridge Among Bidders Circling $1bn MarineMax Opportunity
MarineMax, the Clearwater‑based marina operator, has circulated confidentiality agreements as Blackstone, Centerbridge and other investors evaluate a potential acquisition valued around $1 billion. The company, which runs 65 marinas, 70 dealerships and serves high‑net‑worth boaters, is currently priced at roughly $628 million,...
Podcast REPLAY: D-Wave (QBTS), SPACs, and the Quantum Revival
Quantum computing has become a top‑performing de‑SPAC sector, driven by SPAC listings that fast‑tracked capital to the industry. After a bearish period in 2021‑22, recent hardware and algorithmic breakthroughs revived investor enthusiasm. The podcast revisits a February 2025 interview with D‑Wave...
Boaz Weinstein’s Saba Capital Targets Blue Owl Funds:
Boaz Weinstein’s Saba Capital, together with Cox Capital, launched tender offers for three Blue Owl semi‑liquid private‑credit funds, proposing cash exits at a 20%‑35% discount to NAV. The move follows Blue Owl’s recent shift from quarterly redemptions to episodic capital...
Gibson Dunn Discusses CFIUS’ Known Investor Program
On February 6, 2026, CFIUS issued a request for information (RFI) to refine its Known Investor Program (KIP), a fast‑track review mechanism for repeat foreign investors in U.S. advanced‑technology sectors. The RFI outlines eligibility thresholds—at least three covered filings in...
MOZAYYX Acquisition Corp. (MZYX.U) Prices Upsized $261M IPO
MOZAYYX Acquisition Corp. priced an upsized $261 million IPO, with units slated to begin trading on the NYSE under the ticker MZYX.U on February 25, 2026. The SPAC, led by CEO and CFO Benjamin Zucker, will seek a merger in high‑growth sectors such...
PIF Unit Jada to Ramp up Private Credit as Stride Targets $200m Saudi Deployment
Saudi sovereign wealth fund unit Jada is expanding its private‑credit footprint, partnering with India‑based Stride Ventures to deploy $200 million in the kingdom over the next two years. The initiative targets small‑ and medium‑sized enterprises as local banks curb new lending....
CECO Environmental to Acquire Thermon Group for $2.2 Billion
CECO Environmental Corp. announced a $2.2 billion merger agreement to acquire Thermon Group Holdings, offering shareholders a choice of mixed cash‑stock, all‑cash, or all‑stock consideration. The all‑cash option represents a 28.37% premium over Thermon's last closing price, valuing the target at...
Rule 14a-8 Shareholder Proposals: Proponents Are Litigating Exclusion Decisions
Three shareholder‑proponent lawsuits have been filed this week, marking the first challenges under the SEC’s revised Rule 14a‑8 no‑action letter process for 2026. The cases target AT&T’s exclusion of an EEO‑1 diversity disclosure, Axon’s exclusion of a political‑spending proposal, and...
Women Governance Trailblazers: Jen Sisson
The Women Governance Trailblazers podcast released a 31‑minute interview with Jen Sisson, CEO of the International Corporate Governance Network (ICGN). The conversation covered ICGN’s mission, its member base, and current initiatives, as well as the challenge of aligning global governance...
Shareholder Activism: Trends to Consider
Shareholder activists increasingly target CEO turnover as a catalyst for change, with 18% of U.S. campaigns launched after a CEO change—a 38% rise over the four‑year average. 2025 saw a record 32 activist‑driven CEO resignations, a 60% increase, including 16%...
ClearThink 1 Acquisition Corp. (CTAAU) Prices $125M IPO
ClearThink 1 Acquisition Corp. priced its $125 million initial public offering on February 24, 2026, with units slated to trade on Nasdaq under the ticker CTAAU. The SPAC is focused on merging with a financial‑services company operating in the United States and...
Converts: PIPE and Pre-IPO Considerations
A recent Cleary memo highlights a surge in convertible‑note issuances driven by the AI boom, with private‑placement (PIPE) and pre‑IPO converts adopting highly customized terms. Features now include governance and consent rights, guarantees, financial covenants, prepayment provisions, anti‑dilution ratchets, equity...
Forward-Looking Statements: 9th Cir. Says No Safe Harbor for “Hypothetical Risk Factor”
The Ninth Circuit in Const. Laborers Pension Trust v. Funko held that forward‑looking risk disclosures can lose the PSLRA safe‑harbor when they are framed as present‑state misrepresentations. The panel reasoned that an alleged omission about current inventory failures turns the...
DExit: Evidence From 2025 IPOs
Houlihan Lokey data shows Delaware’s share of IPO incorporations dropped from over 80% (2022‑2024) to just under 62% in 2025, while Nevada rose to nearly 17% and Texas to about 4%. The shift reflects a modest migration of companies to alternative...
Enforcement: Should You Consider Litigating?
The SEC’s enforcement approach has softened since the 2025 administration change, with corporate penalties falling roughly 30 percent and a greater emphasis on cooperation and remediation. At the same time, the Supreme Court’s pending decision on whether the agency must...
M&A Monday: Incentivizing Employees After Closing
In M&A deals, retaining staff after closing hinges on well‑designed incentive programs. Sponsors can choose between simple Christmas performance bonuses, phantom equity arrangements, or full equity plans such as stock options, each with distinct tax and legal considerations. The article...
C-Suite Turnover: Plenty of Volatility at the Top
CristKolder’s 2025 C‑Suite Volatility Report shows 78 CEO changes and 120 CFO swaps across Fortune 500 and S&P 500 firms last year. The consumer sector led CEO turnover at 24.4%, while energy was most stable at 9.0%. External recruitment fell sharply, with...
Corp Fin Posts More Deal CDIs
The SEC’s Corporation Finance Division released a fresh set of five CDIs, adding two Rule 13e‑3 going‑private interpretations, two tender‑offer clarifications, and a revised Form S‑4 business‑combination guidance. The new Rule 13e‑3 CDIs formalize the equity‑for‑equity exception and limit non‑waivable conditions, while the...
Special Situations Digest - #2
The second Special Situations Digest highlights a wave of activist campaigns spanning technology, biotech, consumer, and industrial firms, alongside numerous companies embarking on strategic reviews or restructuring. Activists such as YZi Labs, Engine Capital, and Elliott Management are pushing for...
AGM Alts & Wealth Weekly News Roundup | 2.13.26
The AGM newsletter announced the launch of the AGM Community, an RIA advisory board, and its first field trip in New York, signaling deeper engagement with wealth managers. Across the private‑markets landscape, major deals include Apollo and Schroders’ joint fund...
HG's Acquisition of OneStream
Hg has completed the acquisition of OneStream for $6.4 billion, paying $24 per share—a 31% premium to the prior market price. The deal positions Hg as a major player in corporate performance management (CPM) and business intelligence, leveraging its software expertise...
Shareholder Engagement in Flux: Recent Developments and Practical Implications
The SEC’s recent clarification of Rule 14a‑8 reshapes how companies must handle shareholder proposals, while regulators intensify scrutiny of proxy advisors. Concurrently, vote‑no/withhold campaigns and new retail voting programs are gaining traction, adding complexity to the 2026 proxy season. Updated guidance...
Investing: Underwriting the Searcher
The blog explains why underwriting the searcher— the entrepreneur‑operator— is critical in search‑fund investing, where small businesses rely heavily on leadership grit. Unlike private‑equity deals that focus on scale and industry, search funds often lack seasoned CEOs, making operator quality...
Dividend Distinctions and Proxy Descriptions
Several recent proxy statements claim that moving a corporation from Nevada to Delaware provides greater dividend‑distribution flexibility. A detailed comparison of Nevada’s NRS 78.288 and Delaware’s statutory and case‑law framework shows Nevada already allows broad dividend authority, especially when articles of...
Equity Plan Proposals: Changes in ISS’ EPSC Evaluation
ISS added a negative overriding factor to its EPSC evaluation in December 2025. Plans that receive a Plan Features pillar score below seven points may now trigger a recommended vote against the equity plan proposal. ISS does not disclose how...
Consequences of Roll-Up Acquisitions in Diverse Software Markets
Roll‑up acquisitions in software markets combine multiple niche firms to achieve scale and cost efficiencies. While the consolidation can enhance operational performance and pool technological talent, it also reduces the number of independent competitors, raising antitrust concerns. Successful integration hinges...
