LATEST ANALYSIS
December 2009
31 Dec 2009
Executive compensation will be a hot button issue for activist shareholders in the upcoming proxy season – and if four recent Bank of America no action requests are any indication, it may be one of the earliest issues to emerge...
31 Dec 2009
The credit crisis roared like a lion in early 2009 and the reverberations affected M&A transactions throughout the year. Strategic M&A deals, including Pfizer /Wyeth, Berkshire Hathaway/Burlington Northern Santa Fe, and Disney/Marvel were…
31 Dec 2009
Video game publisher THQ entered into settlement agreements with World Wrestling Entertainment Inc (WWE) and Jakks Pacific Inc regarding the WWE video game…
30 Dec 2009
Online ticket sales company Hollywood Media Corp. has agreed to sell its Broadway Ticketing Division to Key Brand Entertainment Inc for $45 million…
30 Dec 2009
Nabors Industries Ltd, a Bermuda-based offshore drilling company, filed the second amendment to the executive employment agreements for...
30 Dec 2009
A few days from now, when everyone emerges from the haze of holiday celebrations, Canadian issuers will find themselves with just one year left to get their ducks in order for IFRS compliance. From mineral exploration company Platmin to…
30 Dec 2009
Private equity is back on the hunt, and PE firms are securing debt commitments that are putting the “L” back into leveraged buyouts…
29 Dec 2009
Whole Foods Market shareholders are in for a savory a two course meal of governance changes. John Mackey, the co-founder, CEO, and now former chairman, recently…
29 Dec 2009
After high demand from leading institutional investors, Clear Channel Outdoor Holdings closed private placement offerings of two series of senior notes totaling $2.5 billion, by...
29 Dec 2009
Shareholder proposals on poison pills could be hotbed of activity this proxy season. Serving as a notable early indication may be pharmaceutical company Mylan’s recent No Act...
29 Dec 2009
Many of the companies and industries hit hardest by the financial downturn are continuing to work their way through the bankruptcy process. In one example, bondholders and Trump Entertainment Resorts filed…
29 Dec 2009
Shareholders of Xerox Corp. and Affiliated Computer Services, Inc (ACS) announced that they will vote on Xerox’s Agreement to purchase ACS...
28 Dec 2009
Drugstore.com an online retailer of health products, announced its $36 million acquisition of Salu, Inc. Salu owns and operates the SkinStore.com, a leading online retailer of clinical skin care and beauty products and other distribution channels…
28 Dec 2009
Orion Energy Systems, an energy management company, recently amended its $25 million credit agreement with Wells Fargo Bank. The amendment removes a provision permitting Orion to request an increase in…
24 Dec 2009
In a more subtle preparation for a possible takeover of Cadbury, Kraft Foods sweetened its Board of Directors. It has just amended its bylaws to allow the expansion of the board to twelve members…
24 Dec 2009
In a further sign of the return of riskier second lien facilities, with equity kickers to boot, Hughes Telematics Inc announced it had entered into a $15 million Second Lien Credit Agreement…
24 Dec 2009
Infrastructure deals are going legit, prompted by profit motives, private equity and $150 billion in investment promised by the U.S. government. The $4 billion bid for Transurban and…
24 Dec 2009
“Big dollars for bigwigs” could be the catchphrase for 2009 and a rallying cry as 2010 begins. With much focus on new disclosure requirements for banks in the U.S. and U.K., Canada is oft-overlooked. Yet it shouldn’t be…
23 Dec 2009
The SEC charged Kurt B. Barton and Triton Financial, which co-sponsors the Heisman Trophy Trust, of offering fraud...
23 Dec 2009
MWB Group Holdings plc, the operator of 26 Malmaison and Hotel du Vin hotels, has announced a £30 million placing to avoid breaching its gearing covenants in its Loan Stock Deed…
23 Dec 2009
In a sign that corporate credit may loosening, fertilizer and feed products company Potash Corporation of Saskatchewan garnered a $2.5 billion revolving term credit facility from…
23 Dec 2009
Frankfurt’s gain has been the NYSE’s loss, in both listings and trading. Global players from Allianz to China’s Vtion to Xetra have made this happen…
23 Dec 2009
The Financial Services Authority’s (FSA) stress tests are becoming increasingly stressful for many banks and building societies in the UK, yielding notable disclosure on the topic…
22 Dec 2009
Good news happens, even in commercial real estate lending, with Ramco-Gershenson Properties Trust as the latest example...
22 Dec 2009
Financial reform and regulators were put in sharp focus by the failed merger of regional banks OceanFirst Financial Corp and Central Jersey Bancorp...
22 Dec 2009
Perhaps influenced by the controversy over Bank of America’s forgotten bonus schedule from Merrill, the SEC seems to be cracking down in incomplete submission of agreements...
22 Dec 2009
California tech company ActivIdentity Corp. entered into a merger agreement with CoreStreet Ltd and John F. Burton, the stockholder representative late last week…
22 Dec 2009
Nokia OYJ, the Finish telecommunications company, has announced a Euro Medium Term Note Programme for €5,000,000,000, as part of its preparation for an apps war with Apple…
22 Dec 2009
Avista Corp, a Washington corporation, has entered into an Amended and Restated Sales Agency Agreement with BNY Mellon Capital Markets LLC...
22 Dec 2009
Cedar Fair, L.P., the Ohio-based amusement park managing company of Cedar Point, entered into an agreement and plan of merger with Siddur Holdings, Ltd…
22 Dec 2009
Despite breathless declarations of “the end of the bailout era,” we’re not quite at nirvana. For companies from Citigroup to Harley Davidson, government investment from TARP to TALF remains a major disclosure topic, at minimum updating their shareholders as to impacts and future concerns…
22 Dec 2009
Property deals are rising, but is this the market taking flight…or dead cat bouncing? Deals involving premium property and players Canary Wharf, HSBC and Blackstone suggest that things are heating up for the high end of commercial real estate…
21 Dec 2009
Educational Investors Inc, a Delaware corporation, announced it has entered into an Interest Purchase Agreement with TD Management, Joseph S. Monaco and Florham Consulting Corp…
21 Dec 2009
Spongetech Delivery Systems Inc entered into a settlement agreement and release with Sponge Tech Inc, Spongeables LLC...
21 Dec 2009
Facet Biotech recently announced that it has agreed to amend its rights agreement to permit Baupost Group to purchase a number of additional shares without…
21 Dec 2009
Pre-packing for the trip through Chapter 11 has gotten busier…and maybe even faster. Debtors from CIT Group to Lear Corp have used prepackaged bankruptcy plans during 2009, to great effect. Driving this are bankruptcy processes and credit markets that make any other route so risky that parties cannot afford to careen into Chapter 11...
21 Dec 2009
Chinese issuers continue to seek access to western capital pools, with Toronto joining New York and even Frankfurt as favored western offering markets. In return, China-based companies are being received with open arms by the Canadian markets, though their disclosures continue to portray a hint of skepticism…
18 Dec 2009
With just months since the FBI arrested a Galleon Group hedge-fund manager and charged an IBM executive and two employees of hedge fund New Castle Partners in a tech insider trading scheme...
18 Dec 2009
Exxon Mobil announced a blockbuster $41 billion deal for XTO Energy earlier this week. The terms of the deal just got clearer, as the acquisition documents just got filed...
18 Dec 2009
WCA Waste Corp, a Houston-based waste management company, announced that it has signed an agreement to purchase the subsidiaries and certain assets of Live Earth, LLC…
18 Dec 2009
The bailout benefits continue to flow from the Term Asset-Backed Securities Loan Facility (TALF). Chrysler Financial Services Americas (CFSA) is launching a new $18.7 billion auto receivable securitization…
18 Dec 2009
Mergers are set to get tougher, oddly, even while acquisitiveness and financing markets seem to be picking up. Blame the merger review process, with over 100 national merger review boards, each with its own rules and processes…
18 Dec 2009
Sovereign wealth fund investments in financial institutions are a hot disclosure topic of late. Some wealth funds are cashing out their investments in…
17 Dec 2009
The biggest TARP-recipients are now scrambling to pay it back. In particular, both Citibank and Wells Fargo have recently announced historic issuances with proceeds to be used to repay U.S. taxpayers…
17 Dec 2009
Staff comment letters indicate CIT Group’s seemingly smooth prepackaged reorganization hit some potholes with the Securities and Exchange Commission (SEC)...
17 Dec 2009
Comverse Technology Inc settled a class action lawsuit over stock options backdating on Thursday for $225 million, with ex-CEO Jacob "Kobi" Alexander, who fled to Namibia, contributing $60 million…
17 Dec 2009
In a landscape-shaking move, last week Chicago Board Options Exchange received the official go ahead to form a second national exchange from the Securities and Exchange Commission...
17 Dec 2009
With Bank of America having narrowly dodged multiple bullets in recent months, a shareholder proposal has been submitted, designed to help avert future troubles…and the bank wants nothing of it…
17 Dec 2009
General Growth’s bankruptcy shakes the foundations of the commercial real estate market, and the financing documents that hold it up. The bankruptcy plot touches on a wide range of issues, from the sacredness of corporate entities to director independence to the prevalence of Delaware entities…
17 Dec 2009
Media companies such as Virgin Media and BT are switching on to the notion of a “Digital Britain”, and related disclosures are a hot topic in the UK these days. With the UK government’s announcement of a public subsidy for…
16 Dec 2009
As Venture Capital firms continue to seek more stable, and sizeable, deals, Technology Crossover Ventures (TCV) and Trident Capital have joined a private debt placement into public company, Xata Corp. Xata is a…
16 Dec 2009
Shanghai-based China Real Estate Information Corp. (CRIC) entered into a share purchase agreement with its two largest shareholders, Sina Corporation and E-House China Holdings...
16 Dec 2009
Sappi Ltd, a Johannesburg based paper supplier, entered into an agreement with Unicredit Bank Austria, Royal Bank of Scotland and JP Morgan’s London branch, to receive up to €209.0 million in financing…
16 Dec 2009
Jefferson National Life Insurance (JNL) is taking its newly formed reinsurance subsidiary public thought a reverse merger with...
16 Dec 2009
Boardroom battles promise to keep launching during the 2010 proxy season, an ever-sharp issue as proxy-drafting efforts now launch, too. Shifts in proxy disclosure standards must be gleaned, with plenty of fodder from…
16 Dec 2009
Virgin Entertainment Investments Holdings, an investment company jointly owned by Richard Branson, Cougar Investments and Plough Investments, announced it has entered into a hedging transaction…
15 Dec 2009
Cadbury Plc filed documents with the SEC in defense of its rejection of Kraft Foods Inc $16.5 billion hostile offer...
15 Dec 2009
The Securities and Exchange Commission announced Monday that it is extending the comment period for the heavily debated...
15 Dec 2009
Brazilian government controlled and one world’s largest integrated oil and gas companies Petrobras – Petróleo Brasileiro S.A. may issue debt securities, warrants, preferred shares, mandatory convertible securities and guaranties, and…
15 Dec 2009
TransCanada PipeLines Limited, a leader in the responsible development and reliable operation of North American energy infrastructure, launched a $3 billion shelf offering of debt securities…
15 Dec 2009
The Talbots, Inc announced it has entered into a merger agreement with blank check company BPW Acquisition Corp...
15 Dec 2009
Hershey’s possible bid for Cadbury may be in the legal equivalent of death-by-chocolate, blamed on its exceedingly complex legal relationship with its trust. In truth, though, trusts are a…
15 Dec 2009
As the credit crunch seemingly wanes, more and more companies are willing to take the risk and enter financial markets for the first time. The latest company to join this group is Financial Engines…
14 Dec 2009
Kraft Foods is showing signs it still intends to acquire Cadbury Plc, despite Cadbury's Board of Directors’ recommendation that its shareholders reject the offer. Kraft has been in correspondence with…
14 Dec 2009
Simon Property Group disclosed on Friday that it has slightly increased its borrowing capacity. The company replaced its current $3.5 billion unsecured revolving credit facility with a new…
14 Dec 2009
New York-based Haights Cross Operating, the parent company of Haights Cross Communications, an educational materials publisher, has presented its prepackaged bankruptcy plan to its shareholders to be voted upon…
14 Dec 2009
Hydropower plants developer China Hydroelectric Corp appears to have the dominance of the Chinese hydropower industry in its sights…
14 Dec 2009
China Hydroelectric Corporation, a New York-based Cayman Islands company, debuted this week on the New York stock exchange with an offering of over 3,000,000 American Depositary Shares.….
14 Dec 2009
Solar Thin Films previously amended purchase agreement between the company and Zoltan Kiss, a former director, and his children was terminated by a mutual agreement....
14 Dec 2009
Green Star Mining Corp. announced its CEO has resigned after selling her 60% interest to…
14 Dec 2009
Bankers’ thudding bonuses echo with regulatory “bah humbug”. Today’s big announcement by Goldman Sachs of its bonus changes is just the latest sign. Citi, Bank of America and other TARP-fleeing banks ought also to be careful – they may trip over Barclays, RBS and their UK peers…
14 Dec 2009
In this era of conservative consumer spending and increased competition, advertising has become a hot topic in the business and legal communities, playing out of late in the Canadian court system. Imagine, after all, a world in which products were marketed as …
11 Dec 2009
With their $30 billion deal for NBC Universal just announced, Comcast and GE are raising bright red regulator flags, and not only around antitrust. With media rapidly changing, FCC regulators threatening the deal, and…
11 Dec 2009
There's a gold rush on uranium – the “un-commodity”. While many other commodities are both somewhat sought after and freely tradable, uranium is urgently sought after and urgently restricted…
10 Dec 2009
Northstar Healthcare Investors Inc launched a $200 million dollar initial public offering. Northstar was organized to qualify as a real estate investment trust that focuses on the acquisition…
10 Dec 2009
The FDIC arranged the 130th failed bank asset sale of the year last week. This latest round of bank closures consisted of...
10 Dec 2009
Education services provider Princeton Review is raising both debt and equity in its effort to recapitalize. The company recently secured additional debt in the form of...
10 Dec 2009
The Treasury Department announced earlier this week that it would sell its JPMorgan Chase & Co. warrants in a public Dutch auction on Thursday. The warrants were acquired by the...
10 Dec 2009
The Securities and Exchange Commission is continuing to pursue players who may have contributed to the housing industry avalanche. This week, the Commission charged defunct Brookstreet Securities Corp. and its former CEO, Stanley C. Brooks, with...
10 Dec 2009
Over the last few years, several European (and, more specifically, German) companies have delisted from the NYSE, instead favoring an exchange closer to home – in many cases, Frankfurt…
9 Dec 2009
Arlington Park Racecourse LLC, an Illinois-based subsidiary of Churchill Downs, completed the purchase of…
9 Dec 2009
A. H. Belo Corp, a news and information company which owns and operates three daily newspapers and 12 associated websites, along with its bank syndicate have agreed to amend a revolving credit facility…
9 Dec 2009
The Potomac Edison Company, a mid-atlantic electric utility company, plans to sell its environmental control property to PE Environmental Funding LLC…
9 Dec 2009
As the hustle and bustle of holiday shopping nears, consumers are not the only ones pinching pennies. Corporations, including large banks like HSBC, SunTrust, Wells Fargo, are also focused on…
9 Dec 2009
Banks and other financial services companies are disclosing their efforts to ditch TARP and government debt. Bailed-out banks from Citigroup to Bank of America are using increasingly buoyant financial markets to…
8 Dec 2009
General Electric Company (GE), NBC Universal, Inc. (NBCU) and Comcast Corporation filed the master agreement for their mega-joint venture that has been headlining the news…
8 Dec 2009
Dublin-based Amarin Pharmecuticals extended its current supply agreement with Tokyo’s Nisshin Pharmaceuticals for transfer of ethyl-eicosapentaenoate (E-EPA) from…
8 Dec 2009
Sino Gas International Holdings, a China based company, filed a guaranty agreement and shareholder lock up agreement in connection with the purchase of up to $10 million…
8 Dec 2009
Brazilian based Banco Santander (Brasil) S.A. responded to the SEC’s request for more information related to its IPO…
8 Dec 2009
Healthcare reform may have an unintended side effect – the revival of the real estate market. In a tale of two legal trends, Omega Healthcare REIT is placing an $860 million bet on health-related real estate, particularly noteworthy with so much of the real estate world ailing…
8 Dec 2009
With all the attention that executive compensation has been getting of late, it would only seem logical that Canadian issuers would take special care when it comes to compensation disclosures. According to the CSA, however…
7 Dec 2009
Anheuser Busch InBev, a Belgian corporation, filed a $5.5 billion exchange offer with the SEC. The company will exchange four separate old notes for new notes…
7 Dec 2009
Goldman Sachs Credit Strategies Fund, a newly-organized closed-end management investment company, plans to raise $811.5 million through a primary offering of common shares...
7 Dec 2009
As the federal government furthers its attempt to fend off a future economic meltdown of the nature seen last year, the SEC has taken a notable step: fraud charges have been filed against three executives of New Century's subprime mortgage business...
7 Dec 2009
Kraft filed financing agreements and registered stock consideration for its hostile bid for Cadbury. Kraft’s $16.1 billion cash/stock overture has received a frosty reception from...
7 Dec 2009
Builders FirstSource has disclosed that it will reduce the target tender percent of its recapitalization transactions...
7 Dec 2009
Price is a central focus in M&A transactions, so much so that post closing price adjustments are now being set up both forcibly and contractually. Following the sales of both Lehman Brothers and Washington Mutual, companies and shareholders are pushing back against…
4 Dec 2009
With the Australian mining industry still booming, companies are cashing in while the going is good...
4 Dec 2009
With the rise in PE funds going into new deals, some funds are clearly focused on how to get back out again. Henry Schein, a large distributor of healthcare products and services, plans to acquire…
4 Dec 2009
European bond issuances are not only up, they are sky high. Driven by the likes of Virgin Media, Fiat, Lloyds, and Britannia Building Society, both conventional and unconventional structures are rising. Only a year ago, in the midst of…
4 Dec 2009
Here’s something you don’t see every day: A remarkably unified front of public issuers and investors pushed back on new corporate governance regulation proposed by securities regulators…and the regulators folded, putting new legislation on the backburner…
3 Dec 2009
The real estate investment trust (REIT) market, after its brief decline this fall when a number of REITs pulled back on their planned offerings, REITs may again be on the upswing…
3 Dec 2009
In a sign that proxy season is fast approaching, both Pfizer and Kimberly Clark have requested no action relief to exclude similar shareholder proposals according to recently released no-action letters. In their no action requests…
3 Dec 2009
Bank of America is on the move to repay the $45 billion it received in government bailout funds with the sale of its common equivalent securities valued at $18.8 billion…
3 Dec 2009
A number of deals of late have involved a class of commodity not often a focal point: Uranium. One recent example, Uranium Energy Corp, a Nevada corporation, announced it has entered into…
3 Dec 2009
Telvent GIT S.A., a Madrid-based a global IT and business information services provider entered into corporate finance agreements with Caja de Ahorros y Pensiones de Barcelona and General Electric Credit Corp...
3 Dec 2009
Default threatens Dubai World and other global players with another round of financial shock. Comparisons to Lehman and AIG may be overblown, as Dubai has less in dollars and counterparties at stake. However, for those sharing in Dubai World’s capital structure, this is scant solace…
3 Dec 2009
Clawbacks and bonus busting continue to be a hot topic. The activity may be led by regulators, but it is no longer restricted to them. Instead, the SEC, the pay czar, and even private companies like Hertz are voluntarily getting in on the clawback action…
2 Dec 2009
Texas Petrochemicals filed a Form 10 registration statement on Wednesday of last week The company is attempting to register its existing common stock, which was distributed to...
2 Dec 2009
Presstek Inc announced it has entered into an agreement to sell subsidiary, Lasertel, Inc. to Airborne Systems a business development company for $10 million…
2 Dec 2009
Telefonica S.A., organized under the laws of the Kingdom of Spain (TEF) and Telefonica de Argentina, organized under the laws of the Republic of Argentina (TASA), in an SEC No Action letter...
2 Dec 2009
RedPrairie Holding Inc, a Wisconsin company has announced the filing of a $172.5 million initial public offering …
2 Dec 2009
Piedmont Office Realty Trust, Inc. has made public all of its Class A common stock in an offering worth $345 million...
2 Dec 2009
Corporate carve outs seem to be spinning, ever faster. The upcoming spin-off by Time Warner of AOL signals both the end of an era and as the dawn of a new age of spinoffs. Joined by players like Rio Tinto and Bristol-Meyers Squibb, to name but a few, companies are using white-hot equity markets to unload assets or raise cash…
1 Dec 2009
Pursuant to a Stipulation and Consent to the Issuance of a Consent Order, Wisconsin based WaterStone Bank agreed to the issuance of a Consent Order to be issued jointly by the FDIC…
1 Dec 2009
Governance changes are a necessary part of going public, as KAR Auction Services, Inc. has confirmed. KAR, a leading provider of vehicle auction services, has amended its IPO filings from…
1 Dec 2009
The $2.6 billion recapitalization by PE powerhouse Clayton, Dubilier & Rice of JohnsonDiversey is now unfolding. In particular, redemption of Unilever’s stakeholding in…
1 Dec 2009
As part of the continuing wave of bank changes, both Mercantile Bancorp and Waterstone Financial have just announced their own raft of changes. Mercantile, after receiving a second waiver for...
1 Dec 2009
Getting the SEC regulation that many feel they have earned, the Credit Ratings Agencies now face a second, Proposed Rule, creating new compliance requirements and seeking to separate ratings of...