LATEST ANALYSIS
November 2009
30 Nov 2009
Many borrowers are now living on extended time, after dizzying maturity cliffs led companies globally to amend and extend their credit agreements with creative legal maneuvers…
25 Nov 2009
Credit Ratings Agencies (CRAs) are now getting the regulation many feel they deserve, courtesy of two recent SEC rules releases – one a final rule, the other one proposed, for comments…
25 Nov 2009
Chrysler Financial Services Americas, through an issuing trust, recently offered $334 million in asset backed notes...
25 Nov 2009
Telegent Systems Inc, a semiconductor company based in California, disclosed to the SEC its $250 million initial public offering with the SEC…
25 Nov 2009
General Electric recently petitioned the SEC by way of No Action letter to omit information from its upcoming proxy. The company requested to omit a shareholder proposal recommending that…
25 Nov 2009
Financial holding company Zions Bancorporation commenced an offer to exchange $140 million in depositary shares representing its series A preferred stock for its common stock in order to…
25 Nov 2009
Fortune Brands, the maker and seller distilled spirits and golf clubs, issued and sold $400 million in notes. The company plans to use the funds for general corporate purposes, which may include…
25 Nov 2009
Fabrinet, an optical communications company based in Thailand, announced the filing of $150 million initial public offering with the SEC. Law firms for the offering include…
25 Nov 2009
Great West Life, Baytex Energy, Premium Brands and Jazz Air all have recently taken advantage of a seemingly healthy market for convertible debt in Canada. These markets are greeting new issues with open arms, attracted by the hybrid nature of such instruments…
25 Nov 2009
There has been a noticeable uptick in companies disclosing “Wells Notices” as the SEC is bearing its enforcement teeth. Many of the recent notices target executive compensation, subprime and other areas related to financial services. The recent raft…
24 Nov 2009
General Electric Capital recently listed a $500 million sukuk on the Bursa Malaysia and London Stock exchanges. This is the first Islamic bond offering by General Electric’s financing unit…
24 Nov 2009
The IRS on Monday released a new revenue procedure concerning net operating loss (NOL) carry back. The Worker, Homeownership and Business Assistance Act of 2009, when passed...
24 Nov 2009
Burlington Northern CEO Matthew Rose has waived his compensation and benefits that he would have received as a result of the merger with Warren Buffet’s Berkshire Hathaway. In a November 17, 2009 letter filed with the SEC, Rose disclosed…
24 Nov 2009
REITs and SPACs, beware of vultures in shareholders’ clothing. Using attorney-drafted charter agreements in SPACs and treasury-bound REIT limitations as weapons, just this sort of thing has happened to SPACs like American Apparel and to REITs like Colony Capital and Armour…
24 Nov 2009
Business is still booming for the healthcare industry, but CIT seems to be heading for the exit. Care Investment Trust Inc., a health care REIT managed by CIT Healthcare, completed the sale of interests in two…
24 Nov 2009
Venture Capitalists are wooing their corporate Romeos, seeking M&A as a liquidity event for their portfolio companies. It seems to be working. Google, Windstream and Logitech have recently handed over…
23 Nov 2009
Much in the spotlight ever since executing what the Wall Street Journal called “the greatest trade ever”, hedge fund manager Paulson & Co. is making a significant investment in insurance holding company Conseco…
23 Nov 2009
The hospitality industry has been hit hard by the financial downturn, and as highlighted recently by Westlaw Business Currents, this has led to a recent pickup in financing activity. Just last week, Starwood Hotels & Resorts Worldwide…
23 Nov 2009
Lloyds TSB Group PLC, the largest retail bank in the UK, is looking to extend its success with its latest private placement debt issuance of up to $35 billion in senior and subordinated medium-term notes...
23 Nov 2009
Massachusetts based A123 Systems Inc responded to SEC comments dated August 3, 2009, regarding their initial public offering...
23 Nov 2009
Nortel disclosed the completion of its wireless assets to Ericsson last week, as the previously announced $1.13 billion sale of Nortel’s CDMA business and LTE access assets was recently concluded...
23 Nov 2009
Joint ventures in both India and China have picked up volume in recent days, despite the legal complexities that are a part of them. A veritable cacophony of companies, like Wal-Mart and Burberry in India, and GE and Tesco in China, have recently announced…
23 Nov 2009
Fundraising, deal activity and average dollars per investment are all down – not good signs for counsel acting for start-ups or VC firms. Last week, in fact, Canada’s Venture Capital & Private Equity Association (CVCA) reported that domestic VC activity…
20 Nov 2009
Linkage Technologies International Holdings Ltd. and Concord Medical Services Holdings Ltd, two companies based in the People’s Republic of Chinese (PRC), have filed for U.S. IPOs. The companies are registering…
20 Nov 2009
Teekay LNG Partners L.P. is a publicly-traded master limited partnership formed by Teekay Corporation that focuses on liquefied natural gas and liquefied petroleum gas shipping and transportation services…
20 Nov 2009
Lawyers, check your escrow clauses, lest they bring a Fortune 1000 company to its knees. The bankruptcy saga of LandAmerica holds great importance, from SPACs to M&A and, of course, to commercial real estate deals. Seldom have…
20 Nov 2009
As if the risks of derivatives weren’t sufficiently in the spotlight in conventional finance, the Islamic finance world is now beginning to wrestle with its own set of derivatives issues. Seen by many as akin to…
19 Nov 2009
The Bristol-Myers Squibb Company is taking another step in its carve-out of Enfamil infant formula maker Mead Johnson Nutrition Co. Bristol is offering its shareholders the option to…
19 Nov 2009
After months of discussion, the SEC has finally taken official aim at so called “dark pools”. A set of recently proposed rules will limit the exemptions in which that dark pools currently operate...
19 Nov 2009
FINRA has proposed to amend its trade reporting rules. The amendments affect over-the-counter (OTC) trades, by reducing the reporting requirement from 90 seconds to 30...
19 Nov 2009
Private equity debt is restructuring, to the sounds of collateral splitting and accordions opening. Apollo is among the leaders, through portfolio companies like Realogy…
18 Nov 2009
This fall has seen a tentative recovery in credit markets – even for a casino and hotel left half-built. After filing for Chapter 11, while holding assets of an unfinished Las Vegas hotel project on its books, Fontainebleau Las Vegas LLC has received…
18 Nov 2009
DPH Holdings Corp., a Delaware corporation formerly known as Delphi Corp, received approval to cease filing of current and periodic reports under rule 12h-3 of the Securities Exchange Act of 1934....
18 Nov 2009
After years of reorganization, Archipelago Learning, an online education company, went public in an offering of common stock worth $75 million. In January 2007, Providence Equity Partners…
18 Nov 2009
Last week, reinsurance company Aon Corporation entered into an amended and restated employment agreement with Gregory C. Case, its President and CEO, which modifies the…
18 Nov 2009
London based Lloyds Banking Group, Plc petitioned the SEC by way of No-Action letter earlier this month to be exempt from rule 102 of Regulation M…
18 Nov 2009
GSI Commerce Inc, a leading provider of e-commerce and marketing, has completed its $350 million acquisition of Retail Convergence Inc and SmartBargains.com, an...
18 Nov 2009
Green Mountain Coffee Roasters Inc announced the acquisition of Toronto based Timothy’s Coffees of the World from an affiliate of Sun Capital Partners for $157 million in cash…
18 Nov 2009
M&A is back, and with it, so are breakup fees. Deals from HP/3Com to Berkshire/ Burlington Northern and PE’s Millburn/Cossette deal show a striking range of fees and conditions. It’s clear from these deals that the market has absorbed some of the lessons learned from the 2008 raft…
18 Nov 2009
Cedar Shopping Centers LP has amended and restated its $265 million secured revolving credit facility and is “playing the accordion”. The amended facility includes an…
18 Nov 2009
Initial public offerings and disclosures go hand in hand and IPO activity continues to be strong. Many of the issuers of the uptick are…
17 Nov 2009
Ontario based IESI-BFC and Waste Services Inc enter into merger agreement...
17 Nov 2009
The International Finance Corporation (IFC) recently dual listed a $100 million sukuk on the Nasdaq Dubai and Bahrain stock exchanges. This Islamic bond offering, the first term funding issuance of a Sukuk by…
17 Nov 2009
After months of speculation and preparation, Time Warner’s Board of Directors finally approved the spin-off AOL Holdings on November 16, 2009…
17 Nov 2009
Cloud Peak Energy, Rio Tinto’s U.S. coal unit, has filed a credit agreement in anticipation of completing its initial public offering. Cloud Peak and Rio’s devolution is the latest in a string of corporate spin-offs and carve-outs to hit the public markets…
17 Nov 2009
In a deal worth $1.7 million, California-based Mexican food chain El Pollo Loco, Inc. (EPL) purchased four restaurants located in the Atlanta, Georgia area. The units were previously owned and...
17 Nov 2009
Cadbury, the UK’s leading food products company, has rejected Kraft Foods most recent offer…
17 Nov 2009
UK-based Liberty Energy Corporation recently entered into business agreements targeted at natural resource exploration, for a total of $525,000…
17 Nov 2009
Montreal-based Intertape Polymer Group (IPG), a plastic and paper packaging company, announced Friday that it will voluntarily delist its shares of common stock from the New York Stock Exchange…
17 Nov 2009
Horse racetrack Churchill Downs announced it has entered into voting agreements with Youbet stockholders and directors, concurrently with the agreement and plan of merger…
17 Nov 2009
Carbon assets and related trading are big issues for businesses of all sorts. Realizing this, Markit, the Montreal Climate Exchange, and the NYSE Euronext have taken early strong positions in the carbon marketplace…
16 Nov 2009
Energy continues to flow through the energy industry. Following its IPO earlier this year, Solarwinds is back in the market with the announcement it has priced 12 million shares of common stock at 18.75 per share…
16 Nov 2009
After Lear and Delphi’s emergence from bankruptcy, things continue to look up for the auto parts industry: Cooper-Standard Holdings, an automotive parts manufacturer, filed its debtor-in-possession financing agreement with the SEC...
16 Nov 2009
A minority stake purchase in Steinway Musical Instruments by Korean piano and guitar manufacturer Samick Musical Instruments was disclosed Friday. Steinway is best known for the company’s high quality grand pianos, but it...
16 Nov 2009
Cathay General Bancorp, a California-based holding company, filed a shelf offering to raise up to $200 million in a combination of common stock, preferred stock, debt, warrants and...
16 Nov 2009
IP’s chain of title is a fragile one, threatening M&A and normal operations alike. Just ask Skype and Ecko Group, both of whom have felt its sting. Making this abundantly clear is…
16 Nov 2009
The Canadian Radio-Television Telecommunications Commission’s (CRTC) decisions often fail to attract high profile attention, yet those decisions, particularly those relating to foreign ownership restrictions, can have a major impact on the telecom industry. The CRTC's influence on competition, for example, was illustrated by…
13 Nov 2009
In connection with the issuance of $546 million in Senior Secured Transition Bonds on November 6, 2009, Entergy Texas Restoration Funding has entered into various transition agreements with…
13 Nov 2009
TerreStar 1.4 Holdings LLC, a Delaware limited liability company, parent company TerreStar Corporation, a Delaware corporation, and One Dot Four Corp, an affiliate of…
13 Nov 2009
Going private transactions (GPTs) may be coming back in style, with the cautious blessing of the SEC. Recent GPT activity such as Harbinger/SkyTerra, TPG/CPP/IMS Health, OSG/OSG America, along with the perhaps surprising…
13 Nov 2009
Coal-fired opportunities are powering back up, almost in spite of climate change concerns. Savvy players from NRG to the Tennessee Valley are taking notice. Sitting in the cross-hairs of emerging climate change regulation and lingering real estate troubles…
12 Nov 2009
Independent News & Media has asked for shareholder approval for a restructuring plan which includes divestiture of South African billboard company INM Outdoor....
12 Nov 2009
Barrick Gold Corp, a Canadian gold company, will raise $1.25 billion in an exchange offer of two separate series of notes for new notes. The old notes were originally issued by...
12 Nov 2009
Earlier this week, Limited Brands Inc, parent of Victoria’s Secret and White Barn Candle Company, executed an exchange offer of its 8.50% senior secured notes due 2019…
12 Nov 2009
Realogy Corp, parent of Century 21, Coldwell Bank and other real estate bands and owned by an affiliate of Apollo Management L.P., entered into an Intercreditor Agreement and…
12 Nov 2009
Hoping to join the likes of Lear Corp., Delphi and Frontier Airlines, all of which have emerged from bankruptcy in recent months, Tropicana Entertainment filed a new reorganization plan along with...
12 Nov 2009
Investment bank Thomas Weisel Partners Group, Inc plans to raise $100 million in a universal shelf offering…
12 Nov 2009
IPOs are back, with their “plus one”: tightened underwriting agreements. Though companies like Dollar General, Ancestory.com, Hyatt Hotels and Calpine have all recently raised funds in the equities markets…
11 Nov 2009
Ensco International, an offshore drilling company, initiated a merger between two of its wholly-owned subsidiaries, Ensco Delaware and Ensco Cayman. The merger was initiated in order to allow Ensco International to reincorporate in...
11 Nov 2009
Energy-related companies are taking diverse approaches to increasing capital. The latest: International marine fuel logistics company Aegean Marine Petroleum Network Inc, and…
11 Nov 2009
Shanghai Kai Technology entered renewed their lease of a power transformer to support manufacturing through May of 2011...
11 Nov 2009
When a big business teeters on the edge of failure, a broad array of third parties cringe. Suppliers, creditors, employees, and even the tax man – for each of these, the threat of that first domino toppling over can be significant…
11 Nov 2009
Disclosure of non-public information is getting a lot of attention lately, as corporate America remains in the hot seat over its disclosure practices. The SEC is casting a wide net and is ensnaring employees and officers at…
10 Nov 2009
Lear Corporation announced in an SEC filing that it has entered into a Warrant Agreement with Mellon Investor Services LLC, a New Jersey-based LLC, as the warrant agent…
10 Nov 2009
After activity earlier this year and through the summer, M&A in the healthcare industry has been relatively quiet for a few weeks – but is now seeing more notable activity…
10 Nov 2009
Holding company Lincoln National filed the Purchase and Sale Agreement for its sale of Delaware Management Holdings...
10 Nov 2009
Diageo Finance, a wholly-owned subsidiary of spirits group Diageo PLC, on November 3 sold $500 million in notes...
10 Nov 2009
Solera Holdings, an auto insurance software maker, filed the purchase agreement for AUTOonline GmbH Informationssyteme as part of a...
10 Nov 2009
In a sign that consumer credit may be loosening just in time for the holiday shopping season, JCPenney Corporation signed an amended and restated Consumer Credit Card Program Agreement…
10 Nov 2009
GMX Resources (GMXR) announced that it has closed a transaction in which GMXR and Endeavor Pipeline Inc., a subsidiary, transferred mid-stream gas gathering and…
10 Nov 2009
CIT’s bankruptcy may effectively become a new chapter in bankruptcy law. Faced with Lehman-like complexity, with issues and regulators galore, its devils include its complicated funding strategies, sale-leaseback litigations and…
10 Nov 2009
Business law trends for the week of November 5, 2009...
9 Nov 2009
In a look at Midmarket activity, enterprise IT systems software developer and support services provider Double-Take Software, Inc is leasing approximately 45,000 square feet of …
9 Nov 2009
A waterfall clause nearly flowed backwards in the contorted case of Gordian Knot Ltd. and Sigma SIV, its securitization vehicle. With waterfalls at the core of finance, from private equity to securitization (recent examples including Neiman Marcus and Accuride), this would…
9 Nov 2009
Investment Canada has become a topic of much interest over the past year. Long viewed as a fairly docile regulator, its quiet ways appear to be coming to an end…
6 Nov 2009
Qiao Xing Universal Telephone, an emerging Chinese resources company incorporated under the laws of the British Virgin Islands, filed an...
6 Nov 2009
Idearc Media Services West Inc entered into a Master Outsourcing Services Agreement dated October 30, 2009 with India’s Tata Consultantcy…
6 Nov 2009
Ceres Managed Funds added PGR Capital LLP, a UK-based commodities advisor, as a manager to its Emerging CTA Portfolio fund...
6 Nov 2009
With the recent November 4 passage of a referendum authorizing casino gaming in Ohio, Casino Properties development companies that like Lakes Entertainment are not…
6 Nov 2009
As if the credit risks in this environment are not enough, risks soar from the prospectus pages of Dubai’s recent $2 billion sukuk. The offering document highlights legal issues that span both jurisdictions and legal systems…
6 Nov 2009
PIPEs aren’t just stock price killers anymore. Prominent companies like Kodak, General Electric, and even Goldman Sachs have used PIPEs to buttress their capital structures. Not only that – they are…
5 Nov 2009
Goldman Sachs may be re-dubbed "Governance Sachs" now that supermajority voting has been given the thumbs down, and enhanced shareholder rights the "thumbs up" at…
5 Nov 2009
Corporate governance, director independence, and internal controls are a hot button business issue from New York to Shanghai. China Carbon Graphite Group, Inc…
5 Nov 2009
The hospitality industry has been hit hard by the financial downturn, leading to creative survival financing. Interstate Hotels & Resorts, a hospitality company, announced that it has...
5 Nov 2009
Earlier this week, Landry's Restaurants, Inc., a Delaware corporation, entered into merger agreement with Tilman J. Fertitta, Chairman, Chief Executive Officer and…
5 Nov 2009
In a healthcare deal with a big legal twist, a new $570 million merger was just announced. One of the leading providers of rehabilitation program management services with…
5 Nov 2009
Who wouldn’t want to run a bank? Giant corner office, maybe the use of the bank’s private jet, and, best of all, a seven or even eight figure salary. Before you send in your application, though, you might want to consider some of the headaches that come along with that paycheck…
4 Nov 2009
American Energy Group Ltd has acquired from Hycarbex-American Energy, Inc. a working interest in Pakistan valued at $3.2 million…
4 Nov 2009
Vornado Reality announced on Monday offers to purchase two series of debentures for cash. The company, a real estate investment trust (REIT) with extensive holdings in Washington, DC and New York City…
4 Nov 2009
Cascade Bancorp entered into a Securities Purchase Agreement last week with David F. Bolger and BOTC Holdings LLC an affiliate of Lightyear Fund II, L.P., for the purchase and sale of...
4 Nov 2009
EDF Energy, one of the UK’s largest energy companies, recently offered £10 billion in medium term notes…
4 Nov 2009
Bankruptcy asset sales are always controversial, but trailblazers Warren Buffett and Capmark may have pushed controversy to a new level. With their $1 billion put option, Berkadia and Capmark have created a pseudo-stalking horse…
4 Nov 2009
Oil and gas reserves are poised to become a hot disclosure topic. On October 30, 2009, the Office of the Chief Accountant of the U.S. Securities and Exchange Commission issued…
3 Nov 2009
On Oct. 27, the SEC adopted an updated EDGAR filing manual that included two new form types. Filers may now submit the withdrawal of application for exemptive or other relief from…
3 Nov 2009
In connection with Hyatt Hotels’ planned IPO, the company filed stockholder agreements on Monday. The two agreements govern the sale of stock by the Pritzker decedents and other trusts…
3 Nov 2009
Real estate investment trust (REIT) activity continues to make headlines as the industry creeps out of its 2008-09 valley. According to a filing, REIT company Cedar Shopping Centers Inc. is looking to strengthen its value by entering into…
3 Nov 2009
Amid the changeover in the financial services industry executive suite, it’s interesting to note what American Express has done. In a recent filing, the company confirmed the terms of a separation agreement with...
3 Nov 2009
Morgan Stanley and Invesco Ltd, a Bermuda corporation, have disclosed the Transaction Agreement through which Morgan Stanley will acquire Invesco’s retail asset management business, including Van Kampen Investments…
3 Nov 2009
What is GM doing with its cash these days? General Motors’s mid-summer restructuring, funded by the U.S. Treasury, the Canadian federal government, and the Ontario government, raced through…
3 Nov 2009
Dubai’s $2 billion sukuk, just placed on October 28, may have bought property company Nakheel some breathing room. That said, Nakheel’s experience shows that risks and…
3 Nov 2009
Business law trends for the week of October 29, 2009…
2 Nov 2009
EU competition authorities have not yet put the full kibosh on deals – but that’s not to say they make it easy. Companies like Sun/Oracle, LiveNation/Ticketmaster and BAA have felt the regulatory sting of these competition reviews and …
2 Nov 2009
As in the U.S. and the UK, alternative trading systems in Canada have caught the eye of CSA regulators intent on not being left behind…