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Fenwick’s Going Public ReportCovering U.S. Technology and Life Sciences
IPOs, de-SPAC Mergers and Direct Listings
2021 H1
2FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
Technology and life sciences companies continued to go public at an extraordinary rate in the first half of 2021 via initial public offerings, de-SPAC mergers and direct listings.
IPOs
IPOs outpaced the second half of 2020, which was previously the most active six months for the space since we began tracking in 2012. In H1 2021, there were 76 technology and 66 life sciences company IPOs in the U.S., compared to 48 and 65 in the second half of 2020, respectively.
With 32 IPOs in Q1 and 44 in Q2, technology IPO momentum built throughout the first half of the year. Life sciences offerings increased slightly throughout the first half of the year, with 31 IPOs in Q1 and 35 in Q2, still by far exceeding H1 2020 and several prior years’ offerings.
Mega offerings marked the first half of the year, with 17 companies raising proceeds of more than $1 billion, including one life sciences IPO. Technology IPOs saw deal sizes increase generally. Approximately 93% of IPOs raised more than $100 million in the first half of 2021, versus only 83% in the second half of 2020. Almost 21% of tech IPOs raised more than $1 billion in H1, the same as the second half of 2020.
A Record-Breaking First Half of 2021GOING PUBLIC IN THE U.S.– AT A GLANCE 2021, FIRST HALF
GOING PUBLIC IN THE U.S.– AT A GLANCE 2020, SECOND HALF
The pace and size of technology companies going public in
the first half of the year was representative of the fervent interest
in the sector and robust market conditions. We expect activity
levels to remain high for the rest of the year and into next year
as companies have the option to go public through a variety of
different ways including IPOs, SPACs and direct listings.
Corporate Partner Ran Ben-Tzur
16 DE-SPAC MERGERS
4 DE-SPAC MERGERS
66 IPOS
65 IPOS
76 IPOS
48 IPOS
37 DE-SPAC MERGERS
27 DE-SPAC MERGERS
4 DIRECT LISTINGS
2 DIRECT LISTINGS
117TOTALTECH
82TOTAL LIFE SCIENCES
77TOTALTECH
69TOTAL LIFE SCIENCES
3FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
We saw life sciences deals trend larger in terms of aggregate deal size compared to the second half of 2020. In the first half of 2021, more than 83% of life sciences IPOs raised $100 million or more, compared to approximately 77% of deals raising $100 million or more in the second half of 2020.
Nearly all of the IPOs in the first half of 2021 priced within or above-range—93% of technology offerings (down from 96% in the second half of 2020) and 94% of life sciences offerings (equal to the second half of 2020, also 94%)—indicating a continued strong market environment.
de-SPAC Mergers and SPAC IPOs
The de-SPAC (special purpose acquisition company) merger surge also continued: the number of tech and life sciences companies to go public via SPAC merger in the first half of 2021 increased 71 percent from the second half of 2020, and the number of life sciences de-SPAC transactions quadrupled. The 53 technology and life sciences de-SPAC mergers that closed in H1 by far exceeded the H2 2020 total of 31.
The number of SPAC IPOs continued to increase significantly in the first half of 2021, continuing a bullish streak. There were 362 across industries in H1 2021, versus the 247 in all of 2020 and 59 in all of 2019.
A Record-Breaking First Half of 2021 (continued)
Direct Listings
The four direct listings in H1 2021 were double the number in the previous half year. They included Fenwick client Coinbase Global’s blockbuster Nasdaq direct listing which debuted on April 14, 2021, with the second largest market capitalization of any technology company ever at the time of its opening trade ($100 billion). Roblox Corporation, Squarespace and Fenwick client ZipRecruiter also completed direct listings in H1.
Outlook
The going public window was wide open in the first half of 2021 and July showed few signs of slowing down. The markets are showing resilience against the impact of the COVID-19 Delta variance and other challenges.
Despite the Delta variant likely impacting businesses and the economy on some level for the near term, we anticipate deal activity among technology and life sciences companies through the rest of 2021 to remain strong. We believe de-SPAC mergers and direct listings will continue to be an attractive way to go public, in addition to traditional IPOs, as companies weigh which option is best for them.
Life sciences companies are continuing
to go public at a pace on track with last
year, still by far exceeding many prior
years as investor interest remains steady
and the bull market continues.
Corporate Partner Robert Freedman
4FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
SPAC IPOs and de-SPAC Mergers
SPAC IPOS 2016 – 2021 H1 TECHNOLOGY DE-SPAC MERGERS
LIFE SCIENCES DE-SPAC MERGERS
This graph shows the total number of SPAC IPOs completed since 2016. This graph shows the total number of U.S. and foreign technology sector de-SPAC mergers that closed in H1 2021 and H2 2020.
This graph shows the total number of U.S. and foreign life sciences sector de-SPAC mergers that closed in H1 2021 and H2 2020.
2016 2017 2018 2019 2020 H1 2021
362
247
5946
34
13
H1 2021
H2 2020
H1 2021
H2 2020
37
27
16
4
H1 2021
H2 2020
H1 2021
H2 2020
37
27
16
4
5FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
IPOs Completed
0
3
6
9
12
15
18
21
24
27
30
33
36
39
42
45
48
51
69
72
75
78
81
54
57
60
63
66
H1 H2
2012
H1 H2
2013
H1 H2
2014
H1 H2
2015
H1 H2
2016
H1 H2
2017
H1 H2
2018
H1 H2
2019
H1 H1H2
2020 2021
Q2Q1
2021
9 13
22
7
14
28
30
Life Sciences—Foreign
Technology—Foreign
Life Sciences—U.S.
Technology—U.S.
Q4Q3
2020
8
11
25
1719
5
7
27
13
IPOS PER QUARTER 2012 – 2021 H1
This graph shows the number of technology and life sciences IPOs completed during each quarter of 2012 through 2021 H1.
NUMBER OF U.S. IPOS IN 2021 H1
76TECH
66LIFE
SCIENCES
76TECH
66LIFE
SCIENCES
27 FOREIGN ISSUERS
49 UNITED STATES
16 FOREIGN ISSUERS
50 UNITED STATES
6FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
IPO DEAL COMPARISON 2021, FIRST HALF
IPO DEAL COMPARISON 2020, SECOND HALF
UnitySoftware
$0
$25
$50
$75
$100
$125
0 100 20050 150 250 300
Snowflake
Lufax
DoorDash
Airbnb
Maravai
KEHoldings
Dun &Bradstreet
SharePrice
Number of Shares in Millions
Technology International (18 deals)
Life Sciences U.S. (52 deals)
Technology U.S. (30 deals)
Life Sciences International (13 deals)
Bubble Size = deal size
$3.49B
$1.72B
$30M
Size of Offerings, Final IPO Price
The following scatter graphs plot the size of technology and life sciences IPOs completed during the first half of 2021 and second half of 2020 based on the actual public offering price per share and number of shares offered.
0 100 20050 150 250 3000
$50
$100
$150
$25
$75
$125
Coupang
DiDi Global
monday.com
SharePrice
Number of Shares in Millions
Bubble Size = deal size
$4.55B
$2.15B
$25M
Technology International (27 deals)
Life Sciences U.S. (50 deals)
Technology U.S. (49 deals)
Life Sciences International (16 deals)
Applovin
Bumble
PlaytikaShoals
Technologies
7FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
Technology Deal Size Distribution
Life Sciences Deal Size Distribution
deal size
% of deals
16.7%
23.1% 24.2%
40.0%
16.7%15.8%
11.8% 11.8% 13.2%
7.9%6.6%
8.3%10.4%
6.3%
2.1% 1.3%
8.3%
deal size
% of deals
$200M$100M $300M $400M $600M$500M $700M $800M $900M $1.1B$1.0B $1.2B $1.3B $1.4B $1.5B $1.6B $1.7B $1.8B $2.0B$1.9B $2.1B $2.4B $3.4B$2.6B $3.5B $4.6B$4.4B$0M
$200M$100M $300M $400M $600M$500M $700M $800M $900M $1.1B$1.0B $1.2B $1.3B $1.4B $1.5B $1.6B $1.7B$0M
H2 2020 H1 2021
H2 2020 H1 2021
6.3% 5.3%3.9%4.2% 4.2%
2.1% 2.1%2.6% 2.1% 2.1%4.2%
2.1%2.1%1.3%3.9%
1.3% 1.3%1.3%1.3%1.3% 1.3%1.3%3.9%
1.3%
16.7%18.2%
4.5%3.0%3.1%
1.5%
53.0%
1.5% 1.5% 1.5% 1.5%3.1%3.0%
Aggregate Amount Raised, Final IPO Price
The following graphs provide information about aggregate deal size based on the actual pricing of the offering in the first half of 2021 and second half of 2020.
TECHNOLOGY AND LIFE SCIENCES DEAL SIZE DISTRIBUTION (%) BASED ON FINAL IPO PRICE: H1 2021 VS H2 2020
8FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
IPO Pricing
RELATION OF FINAL IPO PRICE TO MIDPOINT OF ESTIMATED PRICE RANGE (% OF DEALS) 2021, FIRST HALF
RELATION OF FINAL IPO PRICE TO MIDPOINT OF ESTIMATED PRICE RANGE (% OF DEALS) 2020, SECOND HALF
RELATION OF PRICE AT 1ST DAY CLOSE TO FINAL IPO PRICE (% OF DEALS) 2021, FIRST HALF
RELATION OF PRICE AT 1ST DAY CLOSE TO FINAL IPO PRICE (% OF DEALS) 2020, SECOND HALF
Life Sciences
Technology
DealsAboveRange
WithinRange
BelowRange
69.2%
41.7%
4.2%
49.2%
6.2%
54.2%
44.6%
ClosedUp
ClosedFlat
ClosedDown
20.0%
Life Sciences
3.1%
78.5%
18.5%
70.8%
4.2%
25.0%
Technology
The two graphs on the left show the percentage of technology and life sciences IPOs with a final price that falls above, within or below the estimated price range reflected in the preliminary prospectus in the first half of 2021 and second half of 2020. The two graphs on the right show the percentage of technology and life sciences deals that closed up, down or flat on their first day of trading in the first half of 2021 and second half of 2020.
Life Sciences
Technology
DealsAboveRange
WithinRange
BelowRange
16.7%
77.3%
40.8%
51.3%
7.9%
6.1%
Life SciencesTechnology
ClosedUp
ClosedFlat
ClosedDown
80.3%
18.4%
77.3%
21.2%
1.5% 1.3%
9FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
Technology
Life Sciences
$14
$16
$18
$20
$22
$24
$26
$30
$20.50
$18.00
$17.00
$23.25
$30.70
$17.00
$21.25
$23.90
$21.25
$19.00
$16.00
$26.12
Estimated Midpoint Final Price 1st Day Close
2021 H12020 H2
AVERAGE PRICES FOR TECHNOLOGY & LIFE SCIENCES IPO DEALS
MEDIAN PRICES FOR TECHNOLOGY & LIFE SCIENCES IPO DEALS
Estimated Midpoint Final Price 1st Day Close
Technology
$14
$26
$28
$16
$18
$20
$22
$24
$18.19
$26.87
$22.35
$35.30
$26.82
$25.06
$17.39$16.22
$40.83
$16.86
$22.88
$26.61
Life Sciences
2021 H12020 H2
$38
$40
$30
$32
$34
$36
Estimating the offering price for the IPO in the preliminary prospectus and pricing the IPO upon completion of marketing efforts are processes that are equal parts science and art. These graphs show the median and average prices for technology and life sciences IPOs from the midpoint of the estimated price range reflected in the preliminary prospectus to the actual public offering price to the closing price on the first day of trading, for the first half of 2021 and second half of 2020.
Price Changes Between the Estimated and Actual IPO Price
10
Contact the authors or members of your client service team to discuss the report or for more information.
James D. EvansCo-Chair
Capital Markets & Public [email protected]
Full Bio
Amanda L. RosePartner
Capital Markets & Public [email protected]
Full Bio
Per ChilstromPartner
Capital Markets & Public Companies
Full Bio
Katherine K. DuncanPartner
Capital Markets & Public Companies
Full Bio
Michael PiloPartner
Capital Markets & Public Companies
Full Bio
Julia ForbessPartner
Capital Markets & Public Companies
Full Bio
Aman SinghPartner
Capital Markets & Public Companies
Full Bio
Robert A. FreedmanCo-Chair
Capital Markets & Public [email protected]
Full Bio
Ran D. Ben-TzurPartner
Capital Markets & Public [email protected]
Full Bio
Fenwick’s Capital Markets Team
As leaders in the technology and life sciences
industries for the past 50+ years, Fenwick’s capital
markets team is consistently a key player in some of
the most high-profile IPOs and equity offerings. Our
continued success guiding market leaders has ranked
the group in 2021 as #1 issuer-side for public offerings
by deal value, according to Deal Point Data. The group
was also named Capital Markets Group of the Year by
Law360 in 2019 and recognized nationally for capital
markets in Chambers USA and Legal 500 in 2021.
Other Members of Fenwick’s Capital Markets Team
Authors
11FENWICK’S GOING PUBLIC REPORT COVERING U.S. TECHNOLOGY AND LIFE SCIENCES IPOS, DE-SPAC MERGERS AND DIRECT LISTINGS 2021 H1
The preparation of the information contained herein involves assumptions, compilations and analysis, and there can be no assurance that the information provided herein is error-free. Neither Fenwick & West LLP nor any of its partners, associates, staff or agents shall have any liability for any information contained herein, including any errors or incompleteness. The contents of this report are not intended, and should not be considered, as legal advice or opinion.
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© 2021 Fenwick & West LLP
Disclaimer Sign-Up Information
MethodologyData points used in the compilation and analysis of this information were gathered using a variety of resources, including, but not limited to, filings made with the U.S. Securities and Exchange Commission, lock-up expiration dates from EDGAR Online IPO Deal Data and daily stock-trading price data. The exact dates upon which lock-ups expired were estimated based on disclosure in the prospectuses and may further be approximate in the case of dates falling on holidays or weekends. Companies were assigned to the Technology and Life Sciences sectors based on SIC codes and other company descriptors.
The information in the graphs and tables regarding offering size does not reflect any exercise of the underwriters’ over-allotment, or green shoe, option. Information at the preliminary prospectus stage is based on the midpoint of the range and on the number of shares offered, as reflected on the cover page of the first preliminary, or red herring, prospectus. The information regarding the actual offering size is based on the price to the public and the aggregate number of shares offered, as reflected on the cover page of the final prospectus. The closing price on the first day of trading is the closing price on the company’s primary exchange on the first day of public trading of the shares following the pricing of the offering.