LATEST ANALYSIS
July 2009
31 Jul 2009
Alpha Natural Resources, Inc, a leading Appalachian coal supplier completed a stock merger with rival, Foundation Coal Holdings Inc. today. A disclosure to the SEC stated that the surviving corporation …
31 Jul 2009
While exchange offers are fairly common, Pier 1’s offering points to both their benefits and their costs. On July 31, Pier 1 disclosed…
31 Jul 2009
RSC Holdings Inc. one of the country’s biggest providers of rental equipment, has announced its entrance into an amendment agreement with lenders that extends the maturity of 75% of its senior secured asset backed ABL revolving credit facility from…
31 Jul 2009
Getting into Chapter 11 is the easy part, it’s getting out that’s difficult. Credit markets might be thawing, but refinancing and debtor-in-possession (DIP) loans are still tough to come by. Lear Corp., Six Flags, and the ironically named Extended Stay Hotels are just a few…
31 Jul 2009
With plaintiffs shouting “show me the money,” litigation risk is on the rise for some companies facing economic hardship, re-regulation threats or both. The risk may be even greater than at first appears, as a nascent industry of litigation financiers begins to develop…
30 Jul 2009
The United States Federal Trade Commission informed Thoratec Corporation of the agency’s intention to file a complaint in the U.S Federal District Court to challenge…
30 Jul 2009
Transwestern Realty Finance is yet another example an IPO coming out of the real estate finance industry …
30 Jul 2009
Magellan Midstream Partners purchased assets from Longhorn Partners Pipeline LP, effective July 29, 2009. This deal suggests that the recent trend of energy sector consolidation…
30 Jul 2009
In the U.K., 100,000 new cases of swine flu were reported last week alone, and U.K. filers are ramping up disclosures related to the global effect of the H1N1 swine flu virus…
30 Jul 2009
Wolf packs of activist investors may circle corporate boards, but Delaware is not leaving them to their own devices. Rather, through the corporate law amendments due to take effect next month, Delaware is attempting to re-balance both governance and proxy-related regimes. These changes…
30 Jul 2009
Chinese IPOs are back with a vengeance, thanks to the recent lifting of IPO restrictions in China, but in truth they had never really left. Chinese IPO activity plays out across…
30 Jul 2009
Ford disclosed concessions received from the UAW concerning the Voluntary Employee Beneficiary Association (VEBA) trust. Ford now has the option to pay about half of its obligation in company stock and has eliminated interest on outstanding notes issued to VEBA….
30 Jul 2009
In a sign of possible things to come, First Niagara Financial Group and Harleysville National Corporation have entered into a merger agreement with an unusual twist; the consideration is dependent upon the amount of delinquent loans held by Harleysville…
29 Jul 2009
Another week without a major bankruptcy filing? Fewer bankruptcies are great news for everyone – except bankruptcy lawyers. On the other hand, there was plenty of courtroom wrangling and out of court restructuring going on…
29 Jul 2009
Patent fever is underway, under the guise of bankruptcy processes. Nortel, like smaller compatriots NextWave and Airspan, is seeing its crown jewels put up for sale and watching hungry players like Ericsson and RIM circling…
29 Jul 2009
NASDAQ extended the emergency suspension of listing rules to allow companies still suffering depressed equity prices to bring themselves into compliance. Noted in the Notice of Filing, NASDAQ does not foresee continuing with the rule suspension beyond the current expiration date. In particular, the bid price and market value continued listing rules were extended through July 31, 2009...
29 Jul 2009
The largest owner and operator of short line and regional freight railroads in North America, RailAmerica filed an IPO with the SEC on July 28 to raise up to $300 million...
29 Jul 2009
International Securities Exchange (ISE) is a leading electronic venue, including both options trading and dark pool activity. They closed a minority investment transaction with Optifreeze...
29 Jul 2009
O2 Diesel Corporatio, a clean energy company, filed for chapter 11 voluntary bankruptcy on July 21, along with wholly owned subsidiary O2 Diesel Fuels Inc. …
28 Jul 2009
One of the nation’s first supermarket chains, The Great Atlantic & Pacific Tea Company (A&P) Inc. announced an offering of $225 Million of Senior Secured Notes on July 23, 2009...
28 Jul 2009
One of the largest premium finance companies in the U.S., FIRST Insurance Funding Corp. (FIFC) completed the purchase of assets of A.I. Credit Corp and A.I. Credit Consumer Discount Company, subsidiaries of American International Group, Inc’s...
28 Jul 2009
Like the phoenix caught in a perpetual cycle of death and renewal, the debate as to whether Canada should have a national securities regulator seems to regularly rise from the ashes…
27 Jul 2009
Last Thursday, the SEC took action to regulate the over-the-counter market by approving conditional exemptions that will allow ICE Clear Europe Limited and Eurex Clearing AG to operate as central counterparties (CCPs) for clearing credit default swaps…
27 Jul 2009
Magma Design Automation announced the commencement of their previously announced $45 million debt exchange, after receiving a going concern letter. Grant Thornton LLP…
27 Jul 2009
Tightened Triggers? Poison Pill Amendments; Positioning for PPIP – Fortress and Apollo; Title-Splitting: Separating CEO from Chairperson; SEC to Muni Lawyers: Up Your Disclosure; The GM Bankruptcy Soap Opera…
27 Jul 2009
Stealthy hedge funds had a mere foot-fault called this week in the SEC’s treatment of Perry Corp. With large trading positions built around Total Return and Equity Swaps as their backdrop, the failure to file a 13D should give pause but…
24 Jul 2009
All eyes are on the emergence of Islamic finance as a force in the world economy. HSBC Bank Middle East and Citi Islamic Investment Bank have made major security issuances, and entities from Canada to Australia have announced...
24 Jul 2009
With CIT’s debt exchange on the table instead of its near-miss bankruptcy, a sharpened focus has come onto debt exchanges. Overly indebted companies from…
24 Jul 2009
Building onto the groundswell of REIT IPOs, the latest issuer has entered the market with a $1.65 billion offering of common stock…
24 Jul 2009
In a sign of clawbacks to come, the SEC is initiating court proceedings to force the return of $4 million worth of bonuses and stock sale profits by Maynard L. Jenkins, former CEO of CSK Auto Corp…
24 Jul 2009
The Pension Benefit Guaranty Corporation (PBGC) has stepped in to assume Delphi Corporation’s pensions covering 70,000 Delphi workers and retirees, saving Delphi $6.2 billion in pension liabilities. The July 21, 2009 settlement agreement consummating the PBGC’s rescue is…
24 Jul 2009
In a move following Berkshire Hathaway's credit rating downgrade back in April, Chairman and CEO Warren Buffet cut Berkshire’s stake in Moody’s Corp to…
24 Jul 2009
The SEC has brought charges of suspected trading fraud against Kuwaiti resident Hazem Khalid Al-Braikan, and affiliated foreign entities. They have been charged with...
24 Jul 2009
As reported by Reuters: Vitamin Shoppe's parent company has filed to raise as much as $143.8 million in an initial public offering…
23 Jul 2009
The continuing pharmaceutical consolidation has brought about another deal. Bristol Myers Squibb announced the acquisition of Medarex Inc for...
23 Jul 2009
Chairwoman Schapiro gave testimony on Capitol Hill on July 22 and 23, viewable in the attached link. She focused on the formation of a…
23 Jul 2009
As the M&A market begins to pick up, Hubbell Incorporated and FCI S.A. announced a $360 million stock purchase agreement by which Hubbell will acquire FCI Americas. Filed July 22, 2009, this document is attached. Representing the parties are…
23 Jul 2009
Goldman Sachs Group announced the repurchase of the warrant issued to the U. S Treasury as part of its investment in the firm under the Treasury’s TARP Capital Purchase Program. In its July 22 8-K, Goldman disclosed that the price paid for the warrant to purchase 12,205,405 shares of common stock was $1.1 billion...
23 Jul 2009
Clawbacks are in, but now with a twist: Freddie Mac (aka the Federal Home Loan Mortgage Corp.) filed a recent executive employment letter. Freddie Mac hired Charles E. Haldeman, former chairman of Putnam Investment Management, as its new CEO on July 21, 2009, disclosed in the attached 8-K of the same date...
22 Jul 2009
In a SEC move designed to limit some hedge fund activities, Perry Corporation is on the hotseat. The Securities & Exchange Commission filed an order instituting administrative and cease-and-desist proceedings against the company. The July 21 order, attached to this story, also imposed remedial sanctions.…
21 Jul 2009
Now that mega-fund CalPERS has joined battle with the credit ratings agencies, clash of the Titans may not be an overstatement. With the SEC and Congress joining the fray, this promises to be a prize fight…
21 Jul 2009
Please sir, can I have some more? In shades of Oliver Twist, troubled U.K. companies in are asking for nurturing from their creditors and others, to some success. A small number of recent deals in the U.K. have put the spotlight on…
21 Jul 2009
In the most (melo)dramatic event of the week, small business lender CIT managed to stave off a seemingly imminent bankruptcy filing with an 11th hour cash infusion from its lenders. CIT’s good fortune set the tone for the week…
21 Jul 2009
In recent months, federal and state regulators have ramped up investigations of regulatory violations. The SEC, the DOJ and New York Attorney General Andrew Cuomo, in particular, have all been investigating…
21 Jul 2009
Oil and gas deals have caught fire, but what’s making them hot is not always what meets the eye. Deals are popping, with Suncor/Petrocan and EnCana among those announcing big energy deals and many mid-market energy players disclosing them as well. This Canadian energy M&A is fuelled by…
21 Jul 2009
IPOs on the NYSE have gotten a noticeable boost in recent weeks, with real estate leading the way. This round of IPOs is not your mother’s IPO, however. It’s led by…
16 Jul 2009
Healthcare’s health is of concern to one and all – not least among them the many companies that play in it. With this week’s advancement of…
16 Jul 2009
Good governance in the U.K.? Watch out as this has just been thrown for a big loop. With companies from Marks & Spencer to Carnival sailing off without separate CEOs and chairmen…
16 Jul 2009
Commodities pose a special issue in Islamic finance. Even in more stable times, commodities futures are an industry built on speculation, intended to satisfy investors’ hunger for risk…
16 Jul 2009
A lack of funding is causing many of Canada’s smaller “new economy” public companies to lay off skilled workers, cut back on research, and even shutter their doors…
16 Jul 2009
Tech M&A: Capitalizing on Change
TARP Applicants: Be Patient
Insurers: Raising Cash to Raise Ratings
Bankruptcy: 363 Ways to Get Out
Increasing Focus on Dark Pools…
16 Jul 2009
Another big financial iceberg appears perilously close, with the reputed bankruptcy preparations of business financier, CIT Group Inc. While CIT is no Lehman Brothers, it does...
14 Jul 2009
Many an anti-takeover technique has been road-tested amidst hostile takeover activity in recent months, most recently with Emulex’s announcement of its successful defense against Broadcom’s takeover attempt…
14 Jul 2009
Governments are now picking the winners from the bankruptcy process, an unfamiliar site to spectators of North American commerce. The concurrent experiences of automaker GM (including GM Canada) and tech giant Nortel are telling…
14 Jul 2009
SPACs are breathing a rich new life with big hedge fund names…and a whole lot of controversy. With financials laid low, SPACs are now seen as a force for good…
14 Jul 2009
Stolen “black box” codes, boxes of stolen documents, and entire teams disappearing were all once the province of the Cold War, but now appear…
14 Jul 2009
Executive compensation is once again a potential target of regulation, making it a likely focus of related disclosure. On July 1, the SEC commissioners voted to issue for comment a series of proposed proxy rules including…
14 Jul 2009
There weren’t any mega-bankruptcies or monster mergers to speak of this week. There were, however, several middle-market bankruptcies…
9 Jul 2009
Locking Up Losses
New Money – DIP Financing
Congressional Concern Over Telecom
Texas Drillers – There’s (Black) Gold in Them Hills
Airlines – Upgrading Fleets with Fresh Cash…
9 Jul 2009
Climate-related technologies, companies, and markets seem certain to get a big boost. Over the last six months, North America has been abuzz with climate change convenient truths, Al-Gore-wannabes, and a whole lot of…
9 Jul 2009
Death and taxes – the only two things it’s impossible to avoid. But Pension obligations might come pretty close…and could trigger one of the prior two. Between BT, Greene King, and Taylor Wimpey, it’s clear that U.K. companies face a pension pincer...
9 Jul 2009
Real estate securitizations may cast fear in many parts of the world, but in the realm of Islamic Finance they seem alive and well in the form of sukuk (ijara) offerings…
9 Jul 2009
Last week, Ford Credit Canada announced it had completed its first public retail securitization. The deal, which involved a pool of retail conditional sales contracts…
9 Jul 2009
Extended Stay’s drama, which includes “Bad boys,” thwarted creditors and jilted servicers, has the entire securitization world hanging on its script. Its undoing in bankruptcy seems destined to represent the excess of an era gone by. With it though, threats are emerging…
7 Jul 2009
Board diversity is a hot disclosure topic among public companies and funds. The composition of a board can influence the company’s governance principles and…
7 Jul 2009
Moving is a stressful event in a person’s life, and the decision to move is not one to be taken lightly. This is equally true (if not more so) for public companies…
7 Jul 2009
Targets: Avoid the rush to the M&A altar, tempting though it may be amid our current economic carnage. As recent litigations show, the price often paid, in rushed acquisition processes, constricting no-shop clauses, and exorbitant break up fees, may be too much…
7 Jul 2009
Xstrata’s proposed takeover of Anglo American presents a surprising coming out party for two big players. The first, Xstrata plc, has certainly surprised Anglo American with its proposed…
7 Jul 2009
General Motors is court approved and ready to exit bankruptcy, but a pack of automobile suppliers including Lear Corp., Visteon, and Metaldyne are now…
7 Jul 2009
Consolidate or perish seems to be the choice facing the entire airline industry. Airlines are the unsung sibling of the auto industry, brought low by...
1 Jul 2009
Few are happier about the Obama administration’s proposed re-regulation of healthcare than the lawyers and bankers who...
1 Jul 2009
Cumulative voting is one of many tools intended to increase shareholder influence by making it more difficult for power to remain concentrated in long entrenched boards. This year, a crop of activist shareholders, troubled by…
1 Jul 2009
363 sales, initial public offerings (IPO), and commodities mergers are this week’s star attractions. Several debtors either began or finished the sad process of...
1 Jul 2009
Go forth and be socially responsible! CSR standards worldwide are still evolving, but in the UK, they appear particularly highly evolved…
1 Jul 2009
Fairness opinions, long the SPF 50 sunscreen for heated M&A transactions, are suddenly quite exposed. A recent case may have directors wondering whether…
1 Jul 2009
New DIP lenders are in town – and they are playing for keeps. Once the province of fee-seeking institutions like J.P. Morgan and GE Capital, bankruptcy lending has…
1 Jul 2009
Resource Companies Being Resourceful
Deal Makers: Contingent Value Rights
Shareholder Shakeup to Management in Tech Sector
Airlines: Prepare for Decent
Ponzi Schemers: The SEC Wants You…