LATEST ANALYSIS
September 2009
30 Sep 2009
The SEC extended temporary exemptions on Friday for credit default swap (CDS) central counter parties (CCP) and broker/dealers trading exempt-CDSs through the CCPs...
30 Sep 2009
Transition Therapeutics Inc, a biopharmaceutical company, announced a $75 million shelf registration Tuesday. The registration was filed in…
30 Sep 2009
A recent real estate merger is yet another sign of emerging real estate market stability. American Community Properties Trust merger with FCP Fund I includes go-shop...
30 Sep 2009
Last week, in conjunction with an IPO in Toronto, Dollarama Group L.P., Aris Import Inc. and Dollarama Holdings L.P. entered into…
30 Sep 2009
Led by Barrick Gold’s $4 billion (with a B) share sale, offering activity is warming up amidst another sign that last winter’s freeze is over. Particular heat is being generated by follow-on financings…
29 Sep 2009
In a sign of recent general disapproval of executive perks and compensation, several companies have recently entered into more restrictive employment agreements...
29 Sep 2009
SinoHub, Inc, provider of electronic component supply chain management services and electronic component sales, filed a shelf offering for the issuance of up to $100 million of a combination of…
29 Sep 2009
Natural gas and power company MxEnergy recapitalized itself via consent solicitation and entered into a slew of new agreements as part of restructuring its capital structure…
29 Sep 2009
In a good sign for both Xerox and the acquisition finance markets, Xerox has now filed its Bank Commitment letter with respect to its proposed acquisition of Affiliate Computer Services…
29 Sep 2009
IP needs to be protected like a winning quarterback, and the structures and plays run by both sides make all the difference. With IP-centric deals affecting Disney, eBay and J&J, among others…
29 Sep 2009
Bankruptcy Exits: Always Look on the Bright Side of Life…
Soaked: When Options Drown
It’s Not You, It’s Me: How to Dump Your Stock
The American People Called, They Want Their Money Back
Real Estate Recovery: Are We There Yet?...
28 Sep 2009
Corporate governance in the UK is going through a mini-upheaval, one that is likely to shape the conduct of boards, activism and M&A, thanks to new rules now coming into force. You’d never know it, though, from the hushed tones and dry discussion of “mere” legal changes...
28 Sep 2009
In good times or bad, small-cap and start-up companies often have to offer warrants as sweeteners to raise money. Ironically, when cash is tight, what was at first seen as a cost of doing business can become a source of cash…
25 Sep 2009
Another bailed-out financing company has disclosed the appointment of a new executive: Freddie Mac announced the appointment of Ross J. Kari as its new executive vice president and chief financial officer...
25 Sep 2009
Renovation Investment announced a reverse merger with Kerrisdale Mining on Thursday to form China Jo-Jo Drugstore...
25 Sep 2009
Adobe filed yesterday the Offer to Purchase and other deal documents for the previously announced Omniture bid...
25 Sep 2009
Real estate assets, particularly of the troubled variety, now have the FDIC acting as guardian angel. Corus Bank, now defunct, is being carved apart, with the FDIC retaining a near-fiduciary interest in the…
25 Sep 2009
SPAC structures have “gone mainstream”, it seems, as escrows and sharp use of proceed constraints are seeping into the realm of “real” equity offerings. These concepts have caught on where…
24 Sep 2009
LoJack, the provider of tracking and recovery technology products and services, announced that it has reached a settlement with Kington Holdings in connection with a litigation dispute over the termination of a license agreement...
24 Sep 2009
Caterpillar Inc., a New York Stock Exchange-listed company, entered into a 364-day credit agreement on September 17, 2009 with several financial institutions including Citibank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd…
24 Sep 2009
Colony Financial, a mortgage REIT looking to go public, has just filed its telltale Management Agreement, along with other core agreements. These are part of its public offering …
24 Sep 2009
As part of the ongoing trend of changing leadership at global financial institutions that we have highlighted over the past several months, two non-executive directors resigned from the board of Lloyds Banking Group on Tuesday…
24 Sep 2009
On September 9, 2009, Cathay General Bancorp entered into a distribution agreement with JP Morgan Securities Inc. and a second distribution agreement with Deutsche Bank Securities Inc…
24 Sep 2009
The growth of Islamic finance in Asia seems increasingly assured, as offerings are being done while eye-glazing double taxation and other hurdles are removed. In fact, the market in Asia has spread from Malaysia to some quite surprising corners…
24 Sep 2009
Environmental risks and liabilities are an ongoing disclosure hot topic. In today’s climate of rising “green” awareness, environmental risks and liabilities terms could become an even greater…
23 Sep 2009
Vitamin Shoppe parent company VS Holdings has retained a new CEO, Richard L. Markee, the company’s former non-executive Chairman of the Board. At least for Markee, perks are back...
23 Sep 2009
Ford has closed the previously announced Advanced Technology Vehicles Manufacturing Incentive Program, Section 136, loans with the Department of Energy...
23 Sep 2009
Earlier this week, CGG Veritas made an Exchange offer on an F-4 with the SEC to exchange privately placed 9.5 % notes due 2016 for entirely new notes with the same characteristics…
22 Sep 2009
Fairfax Financial Holdings Limited and Odyssey Re Holdings Corp. announced yesterday that they have signed a merger agreement to purchase all…
22 Sep 2009
Maxygen, Inc. recently completed the transactions contemplated by the previously announced joint venture agreement between Maxygen and Astellas Pharma Inc…
22 Sep 2009
Lehman is now seeking a do-over on its sale to Barclay’s and, in so doing, faces the market with new systemic risk…
22 Sep 2009
Technology leader Dell entered into an Agreement and Plan of Merger with Perot Systems, to acquire the worldwide provider of information technology services …
22 Sep 2009
As additional evidence that the corporate credit freeze may finally be thawing, on September 16, Netflix Inc. and Wells Fargo entered into a three-year $100 million credit facility…
22 Sep 2009
Eastman Kodak today priced the second half of its previously announced financing plan. The offering, consisting of...
22 Sep 2009
Islamic finance is driving changes in legal structure everywhere, it seems, but in the U.S. The French Senate on September 17 even voted to modify the legal framework for…
22 Sep 2009
Running on Empty: When Gas Companies Run Out of Gas; Risky Business: Car Companies Offering Securitized Notes Again; Several NHL Companies Skating on Thin Ice; Ethanol Industry: Plowing Deep While Sluggards Sleep; Healthcare REITs Offering Stock, Paying-Down Debt…
21 Sep 2009
As reported by Reuters recently, Harrah's Entertainment, one of the world's largest casino operators, entered into an Intercreditor and Registration Rights Agreement regarding a…
21 Sep 2009
The IUE-CWA and General Motors Corp. have reached agreement on health care coverage for retirees…
21 Sep 2009
Canadian companies have had to deal with new executive compensation disclosure requirements this proxy season...
21 Sep 2009
The highly charged debate over healthcare reform is also creating some highly charged deals – and there is no indication of a slowdown. Favorable equity markets and…
18 Sep 2009
As recently reported by Reuters, in a privately placed offering, Beazer Homes offered $250 million in senior secured notes due 2017…
18 Sep 2009
Time Warner continues the process of spinning-off AOL. It's now filed its much-anticipated separation agreement and corporate governance documents, among others...
18 Sep 2009
Is the new bundle of climate change-related legislation that President Obama promised during the campaign just around the corner? Cap-and-trade is a key component of the clean energy bill, and for carbon-related cap-and-trade schemes to succeed, companies must…
18 Sep 2009
Public company pugilism has risen, as boards have evolved into prizefighters. Contentious takeover battles around unsolicited bids from…
17 Sep 2009
Systemic risk takes center stage as the SEC announces a new division, taking direct aim at analyzing and regulating systemic risk....
17 Sep 2009
For securities lawyers, whether focused on tech deals, China or both, the IPO of Shanda Interactive, China’s largest online game firm, is worth watching....
17 Sep 2009
Talk of dual listings has been reignited, with China’s breakout $5.3 billion listing of Metallurgical Corp. of China in both Hong Kong and Shanghai. This and other rumoured China-related double listings may mark the start of…
17 Sep 2009
The SEC’s Facilitating Shareholder Director Nomination Proposal, a 250-page release, proposes to update proxy access rules. This is a particularly important topic in corporate governance, as evidenced by the deluge comment letters from companies, investors, and law firms…
16 Sep 2009
M&A standards shifted dramatically in the fallout last year’s crisis, including terms setting buyer control over the M&A process. Recent deals from Disney/Marvel to Amazon/Zappos track…
16 Sep 2009
The SEC settled civil accounting fraud charges last Friday with several Dana Corp. Executives. This continues the Commission’s...
15 Sep 2009
OBA Financial Services Inc is seeking to raise up to $46.3 million in a conversion, as OBA Bancorp MHC converts from the mutual to the stock form of organization, according to...
15 Sep 2009
As reported by Reuters recently, Danaher Corporation announced that it has signed a definitive agreement with MDS Inc. to acquire…
15 Sep 2009
Online broker E Trade Financial in an SEC filing on Monday announced plans to sell up to $150 million of common stock through Sandler O’Neill & Partners, L.P...
15 Sep 2009
Elevated Concepts, Inc., a seller of eco-friendly household products and building materials, announced it entered a merger agreement with…
15 Sep 2009
China Unicom and Spain’s Telefonica, through the subscription agreement entered on September 6th, will each purchase $1 billion worth of stock in each other..
14 Sep 2009
As reported by Reuters last week, in a deal worked on by Mintz Levin’s Kenneth R. Koch, Bonick Koo and Kyeong Rok Geong, North Shore Acquisition Corp....
14 Sep 2009
On Friday, Ohio-based tire producer, Cooper Tire and Rubber Company made 1.5 million shares…
14 Sep 2009
As reported Sept. 8 by Reuters, CVS Caremark Corp registered 1.5 billion of 30 year…
11 Sep 2009
In a controversial move, Facet Biotech Corp. filed a poison pill with the SEC, a day after rejecting an unsolicited all-cash bid to be acquired by Biogen Idec…
11 Sep 2009
London’s AIM exchange, once successful, is shrinking, threatening the UKs venture capitalists and impacting even the venerable LSE. To the rescue ride new listings, many from India…
11 Sep 2009
With its globe-spanning “jumbo sukuk,” Petronas has reinforced Malaysia’s place on the world map as one of the leaders of Islamic Finance…
11 Sep 2009
Major league bankruptcy battles are underway, from Coyotes to Cubs. Sports bankruptcy makes other corporate bankruptcies look almost amateur, as…
11 Sep 2009
Major league bankruptcy battles are underway, from Coyotes to Cubs. Sports bankruptcy makes other corporate bankruptcies look almost amateur, as…
11 Sep 2009
Advanced BioEnergy, an ethanol producer, satisfied the terms of its Forbearance Agreement with PJC Capital by raising $3.3 million in a private offering to Hawkeye Energy Holdings…
10 Sep 2009
Cardinal Health completed the long anticipated spin-off of CareFusion on September 1, which was first announced March 31, 2009. Cardinal Health distributed…
10 Sep 2009
Security-shaking deals are on the line in Canada. Those at risk may include not only foreigners like PetroChina and Ericsson, but also proud Canadians like CanWest Media and Nortel Networks…
10 Sep 2009
Shanghai Industrial Holdings Limited, through its wholly-owned subsidiary S.I. Technology Production Holdings Limited, has entered into a share transfer agreement…
9 Sep 2009
The FDIC Board today adopted a Notice of Proposed Rulemaking (NPR) that reaffirms the expiration of the debt guarantee component of the…
9 Sep 2009
In a controversial move, Facet Biotech Corp. filed a poison pill with the SEC, a day after rejecting an unsolicited all-cash bid to be acquired by Biogen Idec…
9 Sep 2009
With share prices showing signs of recovery from the devastation of 2008, the past six months have been a welcome relief for many TSX-listed companies. But not all companies have…
9 Sep 2009
The commercial real estate crisis may only be starting, even though the credit crisis may, in the eyes of some, be over. A steep maturity cliff faces the commercial real estate (CRE) sector…
8 Sep 2009
As reported by Reuters recently, Sprint Nextel Corp.'s proposed $483 million merger with Virgin Mobile USA Inc received antitrust clearance. Sprint Nextel recently filed the…
8 Sep 2009
One of the leading sports and entertainment media groups in China Xinhua Sports & Entertainment Limited announced that it may offer and sell securities with….
8 Sep 2009
Bringing shades of 1980’s M&A activity, Armstrong World Industries is back in the takeover news. In a tender offer filed September 3, 2009, TPG Capital (TPG), represented by Cleary Gottlieb, announced it has…
8 Sep 2009
As an indication of the extent to which credit markets have changed, Monster Worldwide recently filed its amended credit agreement. The online employment agency, having recently witnessed its own layoffs and…
8 Sep 2009
Pay Czar: Terms and Conditions May Apply; The Forgotten Few: Missed Deadlines and Bankruptcies; The Share Buyback Dichotomy: Price Boosting and Delisting…
8 Sep 2009
Look out upon encroaching dark pools. NYSE Euronext’s acquisition of Nyfix and expansion of SmartPool are the latest signposts of this growth…
4 Sep 2009
Silicon Valley technology company, VeriFone settled charges concerning the company’s restatement of quarterly financials...
4 Sep 2009
Dana Holding, an auto parts manufacturer, recently reported that in anticipation of its universal shelf registration it is updating recent financial statements to…
4 Sep 2009
Ellington Financial LLC, as part of the recent upswing in IPO’ing REITs, has amended their S-11 registration statement yesterday, filing a telltale management agreement...
4 Sep 2009
Companies are disclosing the opportunities that government incentives and stimulus programs continue to present. Late last year…
4 Sep 2009
Cardiome Pharma Corp., a Canadian drug developer for heart and circulatory system disorders, filed a tender offer with the SEC on September 1 to purchase up to 6,470,588 of its common shares…
4 Sep 2009
A hedge fund rarity, but a private $73M sale among funds (from Angelo Gordon to Cerberus) has been disclosed, by issuer Boise, Inc....
4 Sep 2009
Spectrum Brands Inc., the maker of Rayovac batteries and Remington shavers, has just announced some happy exit financing news for the fresh-out-of-bankruptcy company…
4 Sep 2009
Activist shareholders, unite! In a recent open letter sent to the “who’s who” of investors, activist and otherwise, the UK’s FSA gives its blessing to investors to flex their muscles in the name of good governance...
3 Sep 2009
DHT Maritime, Inc., the New York Stock Exchange-listed tanker company headquartered in the Channel Islands, has entered into a $401m credit agreement with…
3 Sep 2009
NOLs have become 2009’s must-have assets. Racked up by recent targets from homebuilder Centex to Virgin Mobile, they’ve made targets nearly irresistible and have anchored the structure and valuation of these deals…
2 Sep 2009
American International Group, Inc. (AIG), the global insurance and financial services firm, has entered into a binding arbitration agreement in connection with…
2 Sep 2009
Ronald Perelman, the billionaire buyout king, and his holding company, MacAndrews & Forbes, are once again involved in an attempt to acquire Revlon, the makeup maker. It seems MacAndrews & Forbes Holdings has been itching to take Revlon private…
2 Sep 2009
PlainsCapital Corporation is planning for an IPO, which will it hopes will let it repay TARP investment. The Texas bank, however, apparently felt it needed a bylaw makeover before it is ready to face the glare of the NYSE…
2 Sep 2009
A virtual flurry of corporate restructurings are underway and savvy lawyers, and the dealmakers they advise, have an opportunity for a “two-fer” in their midst…
2 Sep 2009
Two large private equity investors in Builders FirstSource Inc unveiled a plan to recapitalize the money-losing provider of residential construction products, causing the company's shares to plunge 35.2 percent…
1 Sep 2009
Who is going to keep America’s failing banks afloat, with 2009 bank failures at new highs and a cash-poor FDIC as regulator? Still facing massive failures like…
1 Sep 2009
Canadian filings are showing an increase in share consolidations, but only time will tell whether this will have a long term…