LATEST ANALYSIS
October 2009
30 Oct 2009
In a strategic move to expand its mobile messaging capabilities, Syniverse Technologies announced that it has entered into an acquisition agreement to acquire…
30 Oct 2009
Ohio-based Frisch Restaurants, parent company of Golden Corral and Big Boy’s, has amended its loan agreements with U.S. Bank, NA to increase the amount of its loan to $92.5 million...
30 Oct 2009
There was yet another sign of activity in the metals industry this week: Olympic Steel Inc, an Ohio corporation, has proposed to sell up to $75 million in…
30 Oct 2009
Just as the tech sector took off in the late 1990s, the energy now appears to be gearing up as the sector to watch. The latest sign? Encana Corp, a Calgary Alberta corporation, intends to separate itself into highly focused energy companies…
30 Oct 2009
Airplanes, faced with today’s less-than-friendly skies, are a lawyer’s dream. With all of their recent financing activity, they are a big banker’s dream, too, touching companies from Boeing and Delta to AIG and Citigroup. For some, it’s a particularly white-knuckled ride…
30 Oct 2009
Dual-class voting structures can lead to duels. The Xerox/Affiliated Computer Services merger agreement brought to light the legal rifts that can arise between different classes of shareholders – and yet companies from Google to…
29 Oct 2009
In the latest bank recapitalization, West Coast Bancorp has entered into investment agreements to raise $155 million from 20 separate investors. This move follows a cease…
29 Oct 2009
In a concession to aggressive tactics by activist shareholders, State Bancorp Inc of New York has invited said activist to join its Board. In particular, the company elected Richard Lashley, a …
29 Oct 2009
Goldman Sachs waded deeper into Dark Pool discussions with the SEC and even suggested certain regulatory approaches...
29 Oct 2009
Brazil chalks up yet another large deal, this time with the acquisition by Votorantim Celulose e Papel S.A. (VCP) of Aracruz Celulose. The deal was structured as a restructuring under Brazilian law...
29 Oct 2009
The reinvention of commercial real estate is underway, as seen in creative deals ranging from Brookfield’s debt offering to Transamerica’s recent Opus East/Rainier financing. A range of structures has emerged…
28 Oct 2009
Elan Finance Public Limited Company, an Irish public limited liability company, and Elan Finance Corp., a Delaware corporation, as co-issuers, entered into an indenture with BNY Corporate Trustee Services Limited…
28 Oct 2009
In an update to yet another IPO, Maryland Real Estate Investment Trust Aviv REIT is still finalizing its $200.5 million IPO and piggyback offering...
28 Oct 2009
Only penny stocks get delisted, right? Not exactly. With companies like $5 billion chip-maker Infineon Technologies or $50 billion insurer Allianz SE, delisting is not a problem for micro-caps alone…
28 Oct 2009
Executive compensation is back in the spotlight this week as a hot disclosure topic. The so-called “pay czar” is limiting executive pay at bailed out financial services companies, the SEC has proposed a mandatory “say on pay” vote at bailed out banks, and…
27 Oct 2009
Outspoken activist investor Nelson Peltz is set to join the board of asset manager Legg Mason. Peltz’s Trian Partners and affiliates own 4.3% of…
27 Oct 2009
GVI Security Solutions, Inc., a provider of video security surveillance, recently announced that it has entered into a definitive agreement to be acquired and taken private by…
27 Oct 2009
Technology mega-merger documents of great interest have been filed in connection with the $6.4 billion acquisition by Xerox Corp of Affiliated Computer Services Inc. This...
27 Oct 2009
Delaware, meet your match. Companies from Capmark Financial to China Pediatric Pharmaceuticals have been all over the news lately. For reasons having nothing to do with…
27 Oct 2009
Business law trends for the week of October 22, 2009…
27 Oct 2009
Lear Corporation, a maker of automotive seats and electronics, edged a little closer to exiting Chapter 11. That Lear managed to round up exit financing is…
26 Oct 2009
A continuing sign of the expected pickup in the markets has been the increase in offerings in recent months. One of the latest to join the trend is Marshall & Ilsley Corp…
26 Oct 2009
The Board of Directors of China-based Duoyuan Printing Inc. has approved its Omnibus Incentive Plan, which will be effective until October 16, 2019, unless terminated sooner…
26 Oct 2009
After recently settling a back dating settlement for $118 million, Broadcom has entered into several new employment agreements with company executives in regard to stock-based awards…
26 Oct 2009
Acquirer’s eyes are looking east, to the Middle East, where funds from KKR to Egypt’s Citadel are newly active. Acquisition activity is picking up both within and outside of the region, but …
26 Oct 2009
The Ontario Securities Commission’s (OSC) decision In the Matter of HudBay Minerals from earlier this year is proving to be the gift that keeps on giving. The Commission was…
23 Oct 2009
Brookfield Asset Management Inc. and Brookfield Infrastructure Partners L.P. announced that they have signed an agreement with Babcock & Brown Infrastructure to…
23 Oct 2009
Intelsat entered into a registration rights agreement and an indenture both dated October 20, 2009, for the issuance of $500 million 81/2 senior notes due 2019...
23 Oct 2009
In yet another REIT offering, a $500 Million IPO has been announced by Maryland-based Sunstone Hotel Investors Inc. The Counsel for the issuer is Venable LLP. Latham & Watkins LLP acted as the tax counsel for Sunstone…
23 Oct 2009
After three of its executives were arrested and charged in a massive fraud scandal and its Board of Directors was dissolved, Satyam Computer Services Ltd is back in the spotlight but...
23 Oct 2009
The SEC has finally plunged into dark pools, with its just announced rule proposal. In light of the reported misdeeds of hedge fund Galleon, the SEC’s timing couldn’t have been better…
23 Oct 2009
Commercial real estate brokerages, fuelled by warehouse lines, have long powered complex commercial real estate deals forward, but now seem set to stall out…
22 Oct 2009
Webster Financial Corp Announces that PE firm Warburg Pincus has completed its $115-million private investment in public equity (PIPE) transaction…
22 Oct 2009
Boeing’s taking its Dreamliner matters into its own hands, by buying a key supplier’s manufacturing facility. In a deal structured as an asset purchase, Boeing has acquired…
22 Oct 2009
PE funds active in China just notched another deal, an acquisition by Carlyle Asia Growth Partners. In particular, Carlyle Asia…
22 Oct 2009
The Hudson Hotel remains in style, thanks to a mezzanine recap and related forbearance. In particular, Morgans Group LLC, an operating company of Morgans Hotel Group Co…
22 Oct 2009
IP licenses are a lifeline for cash-constrained companies, and royalties are their lifeblood. Biopharma companies in particular experience their reviving effects, when done well, and their migraine like headaches, when done poorly…
22 Oct 2009
With the public reputation of some corporations so intimately tied to the health and continued employment of key managers, succession planning is a hot disclosure topic...
21 Oct 2009
PIPEs have opened wide, using a quite-broad array of deal structures in deals involving Conseco, Eastman Kodak, and Office Depot, among other big targets. PIPE deals have changed in several quite material ways…
20 Oct 2009
Aircraft leasing company International Lease Finance Corporation (ILFC) and parent company AIG continue to benefit from federal government largesse, in the form of funds received from the Federal Reserve Bank of New York (FRBNY)...
20 Oct 2009
Debt exchanges continue their run with the $1 billion exchange proposed by News America Inc, the publishing conglomerate…
20 Oct 2009
Natural gas joint ventures just got new fuel from Kinder Morgan Energy Partners, L.P., a leading energy pipeline company. Kinder has purchased a $38 million interest in the gas gathering and…
20 Oct 2009
Arigene Co., Ltd., a Korean corporation, filed a cash tender offer yesterday with the SEC, to purchase all outstanding common stock of Trimeris, Inc., a Delaware corporation. An...
20 Oct 2009
Rights issues continue to stoke equity markets, with new issuers like Ladbrokes and Yell pushing this number ever higher. Offerings already exceed £34 billion as of September 2009…
20 Oct 2009
Business law trends featured for the week of October 15, 2009…
19 Oct 2009
With UK corporate governance standards changing, worthy of note are the latest incentive plans put in place by Diageo plc with respect to its executives. With the help of Clifford Chance. …
19 Oct 2009
The IRS’s own employees have now joined Detroit car executives and others among the ranks of those criticized for their travel arrangements…
19 Oct 2009
While earnouts persistently permeate M&A deals, their terms are a-changin’, sometimes quite drastically. Compare deals involving eBay, McAfee and rollup deals a-plenty to get a sense. Driving these changes are …
19 Oct 2009
Investors appear to be betting that an economic recovery will rejuvenate the lagging airline industry. Over the past three weeks, Canada’s first and second largest airlines, largest charter carrier and…
16 Oct 2009
In a quest to woo its bondholders to endorse its restructuring plans, bankrupt Trump Entertainment Resorts announced a $13.9 million amendment to the BNAC Inc purchase agreement...
16 Oct 2009
As part of its bankruptcy and pursuit of a Plan of Arrangement, Canwest Media filed a CCAA Support Agreement (and other documents) that commit it, along with certain bondholders to a CCAA process. Law firms include…
16 Oct 2009
Bed-maker Simmons Company has entered into a pre-packaged plan of reorganization and is now soliciting creditors’ votes from its banks and bondholders…
16 Oct 2009
Gift giving helps trade claims to trade places, up-ending once-inviolable capital structures. Bearing such gifts are the Chapter 11 reorganization plans by the Journal Register and Herbst Gaming among others…
16 Oct 2009
Buyouts are back, but high-flying leveraged buyouts aren’t…yet. Following their Icarus-like comedowns, PE funds, among them Blackstone, TPG, and Clayton Dubilier & Rice, have…
15 Oct 2009
Commercial cleaning company JohnsonDiversey filed agreements on Wednesday in connection with the previously announced minority stake investment...
15 Oct 2009
Venture-backed Coppergate Communications of Israel, a chipset maker, was just acquired by California’s Sigma Designs for $92 Million in cash and 4 million shares of…
15 Oct 2009
China based Delaware Company China Electric Motor, Inc. is looking to become a global leader in the development and manufacture of micro-motor products and have filed its...
15 Oct 2009
Lenders, beware the temptation to foreclose. As warned by the likes of HSBC, BNP Paribas and even drugmaker Wyeth, the “long claws” of environmental laws can threaten real estate lenders and securitized bondholders alike…
15 Oct 2009
Antitrust scrutiny is a hot topic for disclosure among companies that seek to merge. The change ushered in at the polls last November was, among other things, widely heralded as a…
14 Oct 2009
A number of companies in troubled industries have filed offerings recently with the hope of repaying debt. One of the latest is television programmer and motion picture production company Lions Gate Entertainment, which announced that…
14 Oct 2009
After increasing its ownership in rival Paris Re Holdings Ltd to 83% and entering a transaction agreement signaling a possible $2 billion acquisition deal, reinsurance group…
14 Oct 2009
BMC Software announced Tuesday that it is changing its listing to NASDAQ Global Select Market...
14 Oct 2009
First Mariner Bancorp agreed to sell 95 percent of Mariner Finance LLC, its consumer finance firm, for $10.5 million in order to satisfy an order from federal regulators to raise…
14 Oct 2009
Boards had better get ready to put up their dukes, because more than ever, investors are willing to go to battle. Public companies headquartered on both sides of the border, from sports retailer Forzani to global biotech firm Biogen, have seen…
13 Oct 2009
Biopharmaceutical Company Onyx Pharmaceuticals, Inc. announced that its wholly-owned subsidiary Profiterole Acquisition Corp will merge with Proteolix, Inc through an...
13 Oct 2009
UK- based TUI Travel, like many other companies around the globe, is turning for debt because banks still aren’t eager to lend. Convertible bonds, in particular, are a favorite fund raising tool. TUI Travel is listing its £350 million offering of …
13 Oct 2009
Continuing last week’s featured trend of companies climbing out of bankruptcy, independent energy company Aurora Oil & Gas Corporation has announced that its debtors filed a…
13 Oct 2009
In compliance with the FSA’s Companies Act of 2006, New International Hotels Group PLC has amended its Articles of Association to reflect changes voted upon by its shareholders at the ...
13 Oct 2009
Bankruptcy financing is like the spider's web -- it's a lot easier to get in than out. Just ask Delphi, which in a landmark event of sorts, finally made it out. Delphi is joined by peers such as …
13 Oct 2009
Business law trends featured for the week of October 8, 2009…
12 Oct 2009
Taking advantage of increasing investor confidence, more companies are issuing notes in an effort to repay debt. In this vein, India's largest automobile company, Tata Motors, disclosed an offering of…
12 Oct 2009
The financial services M&A train continues to roll. Last week, in an all stock transaction, Fidelity National Information Services Inc. and Metavante Technology, closed a $3 billion dollar deal that creates the largest financial information company of its kind…
12 Oct 2009
With tangled takeover plots a-plenty, “put up or shut up” is the resounding response in the UK. Attempted takeovers including Cadbury by Kraft Foods and an alleged “merger of equals” between Xstrata and Anglo American have…
12 Oct 2009
When protectionism raises its ugly head, things can get very difficult for companies that carry on business abroad. And tough economic times tend to stir up this type of behavior by governments – including…
9 Oct 2009
As businesses seek to stabilize on firmer ground, global restructuring continues, this time in the transportation and infrastructure sector: Brookfield Asset Management announced...
9 Oct 2009
Add another to the count of PE Fund exits via public offering: Birds Eye Foods Inc, the frozen-food maker, filed an IPO for up to $350 million of common stock…
9 Oct 2009
NCI Building Systems, Inc announced this week that it has amended its investment agreement with Clayton, Dubilier & Rice Fund VIII, L.P. to amend the terms of the…
9 Oct 2009
As part of the U.S. push for climate-sensitive corporate conduct, the IRS issued interim guidance concerning the tax credit for CO2 sequestration under Section 45Q of the Internal Revenue Code...
9 Oct 2009
Software company Compuware Corporation is acquiring web application company Gomez, Inc. The acquisition has been commenced through a reverse triangular merger between…
9 Oct 2009
Brazilian aircraft manufacturer Embraer Empresa Brasileira de Aeronautica SA entered into an indenture and the first supplemental indenture dated October 8, 2009 with…
9 Oct 2009
Earnouts are earning their keep, in deals from Abbott Laboratories’ $20 million investment and later $175 million takeover of Ibis Biosciences, Inc. to Jones Lang LaSalle’s acquisition…
9 Oct 2009
Disclosure matters, even in M&A and other areas outside the SEC’s historic focus on IPOs. Companies from Bank of America to Blackstone, and McDonald’s to Paramount Gold are all…
8 Oct 2009
With credit ratings among the villains of the credit crisis, the SEC has come to the table with new rules proposed...
8 Oct 2009
In an era replete with recapitalizations, that of Canada’s largest media company, CanWest Global Communications Corp. Is still notewothy. Canwest has filed a number of restructuring documents…
8 Oct 2009
Last week, Ascent Solar Technologies entered into a securities purchase agreement with Norway’s Norsk Hydro Produksjon AS, its largest shareholder...
8 Oct 2009
Giving credit to energy markets in more ways than one, lenders extended loans to Abraxas. This deal, done by Vinson & Elkins and Jackson Walker offers yet another sign that…
8 Oct 2009
Not all REIT IPOs are created equal – a painful lesson learned in several recent offerings. Structuring and legal issues have separated…
7 Oct 2009
Acco Brands, a world leader in select categories of branded office products, proposes to issue and sell $460 million of its 10.625 senior secured notes due 2015...
7 Oct 2009
After filing a $500 million IPO back in August and agreeing to sell its Alcan Packing Food Americas Division for $1.2 billion, mining company Rio Tinto Plc is still on the move to divest assets…
7 Oct 2009
Bonds are boldly going where few banks willingly go any longer. Debentures, some with equity features, are replacing evaporated bank financings, with quite-interesting terms imposed…
7 Oct 2009
Del Monte Foods Company and Del Monte Corporation entered into an indenture with The Bank of New York Mellon Trust Company for the issuance of $450 Million of 7 ½ % senior …
7 Oct 2009
Successful supply chain management has helped build companies from Wal-Mart to Toyota into juggernauts. In today’s trying economic climate, supply chain management can be a key factor in wringing profitability out of revenue-starved operations…
6 Oct 2009
Warehouse lines are back, enabling mortgage lenders to renew lending to the housing markets. As a recent example, Centerline Mortgage Capital Inc. and Centerline Mortgage Partners Inc…
6 Oct 2009
CIT Group’s restructuring plan has been approved by its board and by the steering committee of its bondholders…
6 Oct 2009
After agreeing to acquire Perot Systems for $3.9 billion, Dell is sealing the deal with its recent offer to purchase all of the outstanding shares of Class A Common Stock as part of the…
6 Oct 2009
Syndicated lending, in its Islamic finance form in particular, may be creeping back following the near-halt of Q4 2008. Despite hitting a five-year low, according to Reuters data, restructurings and other, less-troubled commercial needs for financing…
6 Oct 2009
Say on Pay: Annual Shareholder Meeting Results; Plan of Merger Amendments: On Second (Third) Thought…; M&A Activity: Is Nevada the New Delaware?; Power to the People: Corporations Seeking to Exclude Proposals…
5 Oct 2009
When it comes to dealing with underwater options, Canadian issuers seem to face much higher hurdles than their American counterparts. In the past six months, a significant number of…
5 Oct 2009
Are funds back in deal mode? At least one mega-hedge fund is, and it has brought great legal creativity with it. Harbinger Capital Partners has made a recent flurry of filings, which point to a globe-spanning…
2 Oct 2009
U.S. auto maker General Motors received approval from European Union antitrust regulators on Friday to acquire parts of bankrupt U.S. car parts company Delphi…
2 Oct 2009
Panolam Industries International, Inc. announced that it has entered into a Restructuring Support Agreement with affiliates of Apollo Capital Management and Eaton Vance Management…
2 Oct 2009
Yet another M&A deal has been disclosed in the mining sector, this time between two U.S.-based parties: Arch Coal announced the completion of its
2 Oct 2009
Polo Ralph Lauren Corporation, a leader in the design, marketing and distribution of premium lifestyle products announced that it entered into an amended employment agreement with…
2 Oct 2009
U.S.-based Cameron International Corp entered into a $500 million Frame Agreement with Brazilian petroleum company Petrobras…
2 Oct 2009
Developing markets have emerged, at least as far as BRIC equity markets are concerned. In a poetic touch, brand-name Western banks like HSBC, Standard Chartered Bank, and Banco Santander are now…
2 Oct 2009
The $1 billion investment by China Investment Corp. into hedge fund Oaktree Capital, just announced, reminds that China’s proven remarkably quiet in the U.S. amidst its rising global acquisitiveness…
1 Oct 2009
The U.S. Department of the Treasury announced the initial closings on Wednesday of two Public-Private Investment Funds (PPIF)...
1 Oct 2009
Denmark's TDC announced in a regulatory filing on Wednesday that it has reached an agreement on the sale of its 64.6% share in the Hungarian telecommunications company…
1 Oct 2009
Biotech and China deals just got a dual boost to the tune of $345 million. This sizable asset deal was entered into between…
1 Oct 2009
Sanuwave, Inc., an emerging medical technology company, has agreed to become a wholly-owned subsidiary of publicly traded Rub Music Enterprises, Inc. Pursuant to the agreement, which became effective last week…
1 Oct 2009
Bad boy guarantees may prove the bad boys of the real estate market, as they make it difficult for the troubled market to right itself. Extended Stay’s bankruptcy bad-boy…