Main Street Capital Corporation (Nasdaq: MAIN - News; "Main Street") announced today that it has priced a public offering of 1,250,000 shares of its common stock in an underwritten public offering. Pricing was set at $12.10 per share, and net proceeds from the offering, after deducting underwriting discounts and estimated expenses payable by Main Street, are expected to be approximately $14.1 million. Main Street has also granted the underwriters an option, exercisable for 30 days, to purchase up to 187,500 additional shares of common stock to cover over-allotments, if any. Main Street intends to use the net proceeds from this offering to make investments in lower middle market companies in accordance with its investment objective and strategies, pay operating expenses and dividends to our stockholders, and for general corporate purposes. Pending the use of net proceeds from the offering for these purposes, Main Street may temporarily invest the net proceeds in certain idle funds investments, including secured intermediate term bank debt and high quality debt investments.
The underwriters of this offering are BB&T Capital Markets, a division of Scott and Stringfellow, LLC, Morgan Keegan & Company, Inc., SMH Capital, Inc., Janney Montgomery Scott LLC, and Ladenburg Thalmann & Co. Inc. The shares will be sold pursuant to an effective shelf registration statement on Form N-2 that has been filed with and has been declared effective by the U.S. Securities and Exchange Commission. The offering is subject to customary closing conditions and is expected to close on June 2, 2009.
Friday, May 29, 2009
CBS Prices Addl $250M Note Offering
CBS Corporation (NYSE: CBS.A - News and CBS - News) announced today the re-opening of the Company's 8.875% senior notes due 2019 for an additional $250 million. CBS Corporation intends to use the net proceeds of the offering for general corporate purposes, including the repayment of existing indebtedness.
The Company previously issued $350 million of its 8.875% senior notes due 2019 on May 13, 2009. Today's debt offering is an additional issuance of the same series of senior notes. These two issuances, along with the $400 million of 8.20% senior notes due 2014 issued by the Company on May 13, 2009, bring the Company's total senior notes offerings for the month to $1 billion.
The joint lead and joint book managers for the offering are Banc of America Securities LLC, Citi, J.P. Morgan Securities Inc. and UBS Securities LLC.
The Company previously issued $350 million of its 8.875% senior notes due 2019 on May 13, 2009. Today's debt offering is an additional issuance of the same series of senior notes. These two issuances, along with the $400 million of 8.20% senior notes due 2014 issued by the Company on May 13, 2009, bring the Company's total senior notes offerings for the month to $1 billion.
The joint lead and joint book managers for the offering are Banc of America Securities LLC, Citi, J.P. Morgan Securities Inc. and UBS Securities LLC.
Suntech Power Closes $277M ADS Offering
Suntech Power Holdings Co., Ltd. ("Suntech" or the "Company") (NYSE: STP - News), the world's largest manufacturer of crystalline silicon photovoltaic (PV) modules, today announced that its follow-on public offering of 23,000,000 American Depositary Shares ("ADSs"), each representing one ordinary share of the Company, was closed on May 28, 2009. The aggregate amount of ADSs sold reflects the exercise in full by the underwriters of their option to purchase up to 3,000,000 additional ADSs to cover over-allotments. The Company received aggregate net proceeds of approximately $277 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
Thursday, May 28, 2009
Macquarie Grp Buys Tristone Cap Global For $105M
Australia's Macquarie Group Ltd (MQG.AX) is buying Tristone Capital Global Inc, the Canadian energy investment bank, for C$116 million ($105 million) to expand in oil and gas advisory services, asset deals and equity research.
Under the deal, Macquarie, which has been amassing businesses in Canada, will pay privately held Tristone C$57 million in cash when the deal closes and C$59 million in exchangeable shares over five years, up to a total of four million shares.
Reports of the discussions had surfaced in March. Macquarie had bought Orion Financial Ltd, another Canadian investment house, in 2007 and rebranded it under the Macquarie banner.
The acquisition of Calgary-based Tristone "continues the expansion of our advisory and capital markets activities and other related industries including leading pipeline and utility companies who are an important part of our infrastructure business," Paul Donnelly, chief executive of Macquarie Capital Markets Canada, said in a statement.
Tristone, established in 2000 by Calgary investment banker George Gosbee, also has offices in London, Houston, Denver and Buenos Aires. It has 170 staff.
Gosbee will chair Macquarie's Northern Hemisphere energy business, the company said.
After a transition, Tristone will be integrated into Macquarie. Its acquisitions and divestitures division will be called Macquarie Tristone.
Macquarie said most of Tristone's employees will stay in their current locations and will be joined by some of the buyer's own staff.
Under the deal, Macquarie, which has been amassing businesses in Canada, will pay privately held Tristone C$57 million in cash when the deal closes and C$59 million in exchangeable shares over five years, up to a total of four million shares.
Reports of the discussions had surfaced in March. Macquarie had bought Orion Financial Ltd, another Canadian investment house, in 2007 and rebranded it under the Macquarie banner.
The acquisition of Calgary-based Tristone "continues the expansion of our advisory and capital markets activities and other related industries including leading pipeline and utility companies who are an important part of our infrastructure business," Paul Donnelly, chief executive of Macquarie Capital Markets Canada, said in a statement.
Tristone, established in 2000 by Calgary investment banker George Gosbee, also has offices in London, Houston, Denver and Buenos Aires. It has 170 staff.
Gosbee will chair Macquarie's Northern Hemisphere energy business, the company said.
After a transition, Tristone will be integrated into Macquarie. Its acquisitions and divestitures division will be called Macquarie Tristone.
Macquarie said most of Tristone's employees will stay in their current locations and will be joined by some of the buyer's own staff.
Verso Paper Prices $325M Note Offering
Paper producer Verso Paper Holdings LLCand Verso Paper Inc, units of Verso Paper Corp (VRS.N) onWednesday jointly sold $325 million of 5-year senior securednotes in the 144a private placement market, said IFR, a ThomsonReuters service. Credit Suisse and Citigroup were the joint bookrunning managers for the sale.
Travelers Cos Prices $500M Note Offering
Insurance provider The TravelersCompanies, Inc (TRV.N) on Thursday sold $500 million in 10-yearsenior notes, said a source familiar with the deal. Bank of America and Morgan Stanley were the active bookrunning managers for the sale. Barclays and Deutsche Bank were the passive bookrunners
Pride Intl Prices $500M Senior Note Offering
Offshore driller Pride InternationalInc (PDE.N) on Thursday sold $500 million in 10-year seniornotes, said IFR, a Thomson Reuters service. Citigroup and Goldman Sachs were the active bookrunners for the sale. Bank of America and Wachovia were the passive bookrunners.
Toys R Us To Buy Fao Schwarz
Toys R Us Inc. announced early Thursday that it had bought troubled high-end retailer FAO Schwarz, which has struggled for years through bankruptcies amid tough competition from discount stores.
"We will work tirelessly to preserve the distinctiveness and integrity of the FAO Schwarz stores and brand as we grow the business and, indeed, take the brand to even greater heights," Jerry Storch, CEO and chairman of Toys R Us, said in a news release.
Toys R Us will operate FAO Schwarz's flagship store in New York City and a second store at Caesars Palace in Las Vegas. FAO Schwarz's Web site and catalog will continue to use the company's name.
The company declined to release financial details of the agreement.
FAO Schwarz was established in 1862 and immortalized in the 1988 Tom Hanks movie "Big." It's best known for its upscale selection of toys but also began to offer its own branded $20-and-under toys during the 2008 holiday season.
It has faced financial difficulty in the past. The company filed for bankruptcy protection twice in 2003, first in January after a weak 2002 holiday season. It was purchased by D.E. Shaw group in 2004.
Toys R Us operates more than 1,500 stores worldwide, including 847 in the United States.
"We will work tirelessly to preserve the distinctiveness and integrity of the FAO Schwarz stores and brand as we grow the business and, indeed, take the brand to even greater heights," Jerry Storch, CEO and chairman of Toys R Us, said in a news release.
Toys R Us will operate FAO Schwarz's flagship store in New York City and a second store at Caesars Palace in Las Vegas. FAO Schwarz's Web site and catalog will continue to use the company's name.
The company declined to release financial details of the agreement.
FAO Schwarz was established in 1862 and immortalized in the 1988 Tom Hanks movie "Big." It's best known for its upscale selection of toys but also began to offer its own branded $20-and-under toys during the 2008 holiday season.
It has faced financial difficulty in the past. The company filed for bankruptcy protection twice in 2003, first in January after a weak 2002 holiday season. It was purchased by D.E. Shaw group in 2004.
Toys R Us operates more than 1,500 stores worldwide, including 847 in the United States.
Wednesday, May 27, 2009
Delhaize To Buy 34% Stake In Greek market chain
Delhaize Group, the Belgian food retailer, agreed to acquire a 34.73% stake in Alfa-Beta Vassilopoulos, the Greek supermarket chain, for 135 million euros. SG and Bank of America Merrill Lynch advised Delhaize Group.
Banco Popular Espanol Offers To Buy Banco Andalucia
Banco Popular Espanol made an offer to acquire a 19.93% stake in Banco de Andalucia for 161 million Euros. Credit Suisse advised Banco Popular Espanol
AAMAC Acquired Great American For $305M
AAMAC, Alternative Asset Management Acquisition Corp, has agreed to acquire Great American Group, an asset management services provider, from Credit Suisse, for $305 million. Citigroup and Financo advised AAMAC, while M&A International and B Riley advised Great American. Great American will be able to expands its US markets.
Stora Enso Buys Empresarial Ence Assets For $344M
Stora Enso and Arauco, Finnish and Chilean forestry companies, have agreed to acquire Celulosa y Energia Punta Pereira Eufores and Zona Franca Punta Pereira from Grupo Empresarial Ence, a Spanish wood company, for $344 million. Morgan Stanley advised Stora Enso; Bank of America Merrill Lynch advised the assets of Empresarial Ence.
Norfolk Southern Prices $500M Sr Note Offering
Freight rail operator Norfolk SouthernCorp (NSC.N) on Wednesday sold $500 million in ten-year seniornotes, said IFR, a Thomson Reuters service. Bank of America, Goldman Sachs and Wachovia were the joint lead bookrunning managers for the sale.
Talisman Energy Prices $700M Note Offering
Canadian oil and gas producer TalismanEnergy Inc. (TLM.N) (TLM.TO) on Wednesday sold $700 million in10-year senior notes, said IFR, a Thomson Reuters service. The size of the deal was increased from an originally planned $500 million. Bank of America, BNP Paribas, Citigroup, and RBC were the joint bookrunning managers for the sale
AMC Entertainment Prices $600M Note Offering
AMC Entertainment Inc [MHIAE.UL] , anoperator of movie cineplexes, on Wednesday sold $600 million of10-year senior notes in the 144a private placement market, saidmarket sources. The size of the deal was increased from an originally
planned $300 million. Credit Suisse, Citigroup, Deutsche Bank and JP Morgan were
the joint bookrunning managers for the sale.
planned $300 million. Credit Suisse, Citigroup, Deutsche Bank and JP Morgan were
the joint bookrunning managers for the sale.
Cogdell Spencer Prices $76.8M Share Offering
Cogdell Spencer Inc. (NYSE: CSA - News) announced today that it priced an underwritten public offering of 20,000,000 shares of common stock at a price of $3.50 per share. Cogdell Spencer also has granted the underwriters an option to purchase up to an additional 3,000,000 shares of common stock. Citi and KeyBanc Capital Markets acted as joint book-running managers and Raymond James, BB&T Capital Markets and Morgan Keegan & Company, Inc. acted as co-managers.
Net proceeds from the offering will be approximately $66.8 million (or approximately $76.8 million if the underwriters exercise their option to purchase additional shares in full). The Company intends to use the net proceeds from the offering to fund a $50 million repayment under Erdman's senior secured term loan, to reduce borrowings under the secured revolving credit facility and for working capital purposes.
Net proceeds from the offering will be approximately $66.8 million (or approximately $76.8 million if the underwriters exercise their option to purchase additional shares in full). The Company intends to use the net proceeds from the offering to fund a $50 million repayment under Erdman's senior secured term loan, to reduce borrowings under the secured revolving credit facility and for working capital purposes.
Maxwell Tech Closes $16M Sh Offering
Maxwell Technologies, Inc. (Nasdaq: MXWL - News) announced today the closing of its previously reported underwritten public offering of two million shares of Maxwell common stock at $8.80 per share. The company plans to use proceeds of approximately $16.3 million, net of underwriting fees, for working capital and general corporate purposes. The company also has granted Roth Capital Partners, sole manager of the offering, an over allotment option to purchase up to 300,000 additional shares at the offering price.
With the successful closing of this offering, the company has suspended the equity distribution program through which it previously had sold common stock.
With the successful closing of this offering, the company has suspended the equity distribution program through which it previously had sold common stock.
Brandywine Realty Trust Launches 30M Sh Offering
Brandywine Realty Trust (the "Company") (NYSE: BDN - News) announced today that it has commenced a public offering of 30 million common shares. In addition, the Company expects to grant to the underwriters for the public offering an option for 30 days to purchase up to 4.5 million additional common shares to cover overallotments, if any. Merrill Lynch & Co., J.P.Morgan and Citi will serve as the joint book-running managers.
MetLife Prices $1.25B Senior Note Offering
Insurance and financial servicesprovider Metlife, Inc. (MET.N) on Tuesday sold $1.25 billion inseven-year senior notes, said IFR, a Thomson Reuters service. UBS and Barclays were the joint bookrunners for the sale.
BORROWER: METLIFE, INC.
BORROWER: METLIFE, INC.
Connacher Oil & Gas Priced $134.8M Sh Offering
Connacher Oil and Gas Ltd (CLL.TO) priced a share offering to raise C$150 million ($134.8 million), a portion of which may be used to fund its Algar oil sands project in northern Alberta.
The company priced an offering of 166.8 million shares at 90 Canadian cents a share, a 13 percent discount to its Wednesday's closing price.
Connacher said the offering will be conducted through a syndicate of underwriters with RBC Capital Markets as sole bookrunner and co-lead manager.
The company said it has agreed to grant the underwriters an over-allotment option to purchase up to an additional 25 million shares.
The company plans to use the net proceeds to fund capital expenditures and for general corporate purposes.
Connacher also said it is in talks with a Canadian chartered bank to secure a revolving working capital facility and a construction loan for its Algar project.
The company said the total capital raised through offerings and facilities should be sufficient to fund the remaining estimated C$200 million of construction costs for the project.
The company priced an offering of 166.8 million shares at 90 Canadian cents a share, a 13 percent discount to its Wednesday's closing price.
Connacher said the offering will be conducted through a syndicate of underwriters with RBC Capital Markets as sole bookrunner and co-lead manager.
The company said it has agreed to grant the underwriters an over-allotment option to purchase up to an additional 25 million shares.
The company plans to use the net proceeds to fund capital expenditures and for general corporate purposes.
Connacher also said it is in talks with a Canadian chartered bank to secure a revolving working capital facility and a construction loan for its Algar project.
The company said the total capital raised through offerings and facilities should be sufficient to fund the remaining estimated C$200 million of construction costs for the project.
Ocean First To Buy Central Jersey Bancorp For $68M
OceanFirst Financial Corp (OCFC.O), the New Jersey-based savings and loan, said it would buy smaller rival Central Jersey Bancorp (CJBK.O) in an all-stock deal valued at about $68.4 million to expand its operations.
Under the deal, Central Jersey stockholders will get 0.50 shares of OceanFirst common stock for each Central Jersey common stock.
Based on OceanFirst's closing price on Tuesday, the offer price would be $7.12 per share, representing a premium of about 40 percent to Central Jersey's Tuesday close.
OceanFirst, which expects to record a restructuring charge of about $3.9 million, said it sees the deal adding to its 2010 operating earnings per share.
OceanFirst said the combined entity would have about $2.5 billion in assets and about $1.7 billion in deposits.
John Garbarino, president and chief executive officer of OceanFirst, will continue in that capacity for the combined company, OceanFirst said.
The deal is expected to close by year end.
Under the deal, Central Jersey stockholders will get 0.50 shares of OceanFirst common stock for each Central Jersey common stock.
Based on OceanFirst's closing price on Tuesday, the offer price would be $7.12 per share, representing a premium of about 40 percent to Central Jersey's Tuesday close.
OceanFirst, which expects to record a restructuring charge of about $3.9 million, said it sees the deal adding to its 2010 operating earnings per share.
OceanFirst said the combined entity would have about $2.5 billion in assets and about $1.7 billion in deposits.
John Garbarino, president and chief executive officer of OceanFirst, will continue in that capacity for the combined company, OceanFirst said.
The deal is expected to close by year end.
Tuesday, May 26, 2009
PennyMac Unit Seeks $750M IPO
A subsidiary of PennyMac, the firm founded by former Countrywide Financial executives to invest in home mortgages, will seek $750 million in an initial stock offering, according to a regulatory filing made on Friday.
PennyMac Mortgage Investment Trust is seeking to invest in home loans, many of which were made to now-delinquent borrowers and are trading at distressed levels. The trust intends to use loan modification programs and other efforts to keep borrowers in their homes.
The PennyMac subsidiary is being structured as a real estate investment trust. It’s part of PennyMac — formally the Private National Mortgage Acceptance Company — which is run by Stanford L. Kurland, Countrywide’s former president.
Mr. Kurland, as The New York Times previously noted, was until late 2006 the No. 2 to Angelo Mozilo, the man most associated with Countrywide and many of the riskiest mortgages that have since exploded, helping to crater the financial markets. Countrywide was for years the nation’s largest and most prominent mortgage lender.
Countrywide itself was saved only through its sale to Bank of America last year. The mortgage lender has become so toxic that Bank of America announced last year that it would retire Countrywide’s name and logo.
PennyMac, however, is meant to invest in distressed home mortgages, which it often will acquire at a steep discount to face value. Its backers include BlackRock, the giant money manager, and Highfields Capital, the big Boston hedge fund.
In its prospectus, PennyMac Mortgage Investment Trust said that it expects a wealth of investment opportunities, given the still-shaky state of the mortgage markets. “We believe that there are unique, current market opportunities to acquire distressed mortgage loans and mortgage-related assets at significant discounts to their unpaid principal balances,” the firm said in its filing.
Among its expected sources of investment opportunities are the Federal Deposit Insurance Corporation’s liquidations of failed bank portfolios; the sale of bank loans through the government’s Public-Private Investment Partnership program; and direct purchases of loans from various institutions.
The Times reported in March that PennyMac’s biggest deal has been with the F.D.I.C., which it paid $43.2 million for $560 million worth of mostly delinquent residential loans left over after the failure last year of the First National Bank of Nevada. Many of these loans resemble the kind that Countrywide once offered, with interest rates that can suddenly balloon. PennyMac’s payment was the equivalent of 38 cents on the dollar, according to the full terms of the agreement.
Under the initial terms of the F.D.I.C. deal, PennyMac is entitled to keep 20 cents on every dollar it can collect, with the government receiving the rest. Eventually that share will rise to 40 cents.
The PennyMac trust’s offering is being managed by Merrill Lynch (which is now owned by the same firm that acquired Countrywide, Bank of America), Credit Suisse and Deutsche Bank.
PennyMac Mortgage Investment Trust is seeking to invest in home loans, many of which were made to now-delinquent borrowers and are trading at distressed levels. The trust intends to use loan modification programs and other efforts to keep borrowers in their homes.
The PennyMac subsidiary is being structured as a real estate investment trust. It’s part of PennyMac — formally the Private National Mortgage Acceptance Company — which is run by Stanford L. Kurland, Countrywide’s former president.
Mr. Kurland, as The New York Times previously noted, was until late 2006 the No. 2 to Angelo Mozilo, the man most associated with Countrywide and many of the riskiest mortgages that have since exploded, helping to crater the financial markets. Countrywide was for years the nation’s largest and most prominent mortgage lender.
Countrywide itself was saved only through its sale to Bank of America last year. The mortgage lender has become so toxic that Bank of America announced last year that it would retire Countrywide’s name and logo.
PennyMac, however, is meant to invest in distressed home mortgages, which it often will acquire at a steep discount to face value. Its backers include BlackRock, the giant money manager, and Highfields Capital, the big Boston hedge fund.
In its prospectus, PennyMac Mortgage Investment Trust said that it expects a wealth of investment opportunities, given the still-shaky state of the mortgage markets. “We believe that there are unique, current market opportunities to acquire distressed mortgage loans and mortgage-related assets at significant discounts to their unpaid principal balances,” the firm said in its filing.
Among its expected sources of investment opportunities are the Federal Deposit Insurance Corporation’s liquidations of failed bank portfolios; the sale of bank loans through the government’s Public-Private Investment Partnership program; and direct purchases of loans from various institutions.
The Times reported in March that PennyMac’s biggest deal has been with the F.D.I.C., which it paid $43.2 million for $560 million worth of mostly delinquent residential loans left over after the failure last year of the First National Bank of Nevada. Many of these loans resemble the kind that Countrywide once offered, with interest rates that can suddenly balloon. PennyMac’s payment was the equivalent of 38 cents on the dollar, according to the full terms of the agreement.
Under the initial terms of the F.D.I.C. deal, PennyMac is entitled to keep 20 cents on every dollar it can collect, with the government receiving the rest. Eventually that share will rise to 40 cents.
The PennyMac trust’s offering is being managed by Merrill Lynch (which is now owned by the same firm that acquired Countrywide, Bank of America), Credit Suisse and Deutsche Bank.
OpenX Technologies Raises $10M Series C Funding
OpenX Technologies, Inc. (OpenX), the world's leading independent ad server for web publishers, today announced it has completed a $10 million Series C funding round that brings the total investment in OpenX to more than $30.8 million. DAG Ventures led the round and existing investors Accel Partners, Index Ventures, Mangrove Capital, First Round Capital and Jonathan Miller, the company's board chairman, all participated. OpenX will use the additional funds to further expand its market-leading advertising technology products and services and to rapidly accelerate the growth of the recently launched OpenX Market (Market), the company's unique new monetization platform. OpenX, then known as Openads, raised $5 million in its Series A financing, which closed in May 2007; it raised $15.5 million in its Series B financing, which closed in December 2007
Denison Mines Plans $73M Share Offering
Denison Mines (DML.TO) said on Tuesday it plans to sell shares, priced at a discount, to a group of underwriters to raise capital for debt reduction purposes.
The Canadian uranium producer is selling 40 million of its common shares at C$2.05 a share -- a 14.2 percent discount to Monday's close of C$2.39 on the Toronto Stock Exchange.
The deal, which is being structured as a "bought deal", will raise gross proceeds of C$82 million ($73 million). In a bought deal an underwriter or syndicate buys shares from an issuer before selling them on to the public.
The deal is being co-led by GMP Securities and Cormark Securities. It also includes support from Canaccord Capital Corp, Scotia Capital, CIBC World Markets and Raymond James Ltd.
The proceeds from the offering will be used primarily to lower the company's debtload, and any remaining cash may later be used for project development needs, Chief Financial Officer James Anderson, told Reuters.
The company has about $100 million in outstanding long-term debt, at this time.
Denison is the latest among a series of Canadian mining companies that have taken the discount-equity offering approach to bolstering their balance sheets.
Last month, Lundin Mining (LUN.TO) and Moto Goldmines (MGL.TO) also announced bought deal financings. Quadra Mining (QUA.TO) and Capstone Mining (CS.TO) have also raised capital through similar deals recently.
Denison has granted the underwriters an option to buy up to an additional 6 million common shares at the offering price, within 30 days after the closing of the offering.
If the option is exercised, the gross proceeds from the financing will be about C$94.3 million. The offering is scheduled to close on, or about, June 22 and is subject to certain conditions, Denison said in a statement
The Canadian uranium producer is selling 40 million of its common shares at C$2.05 a share -- a 14.2 percent discount to Monday's close of C$2.39 on the Toronto Stock Exchange.
The deal, which is being structured as a "bought deal", will raise gross proceeds of C$82 million ($73 million). In a bought deal an underwriter or syndicate buys shares from an issuer before selling them on to the public.
The deal is being co-led by GMP Securities and Cormark Securities. It also includes support from Canaccord Capital Corp, Scotia Capital, CIBC World Markets and Raymond James Ltd.
The proceeds from the offering will be used primarily to lower the company's debtload, and any remaining cash may later be used for project development needs, Chief Financial Officer James Anderson, told Reuters.
The company has about $100 million in outstanding long-term debt, at this time.
Denison is the latest among a series of Canadian mining companies that have taken the discount-equity offering approach to bolstering their balance sheets.
Last month, Lundin Mining (LUN.TO) and Moto Goldmines (MGL.TO) also announced bought deal financings. Quadra Mining (QUA.TO) and Capstone Mining (CS.TO) have also raised capital through similar deals recently.
Denison has granted the underwriters an option to buy up to an additional 6 million common shares at the offering price, within 30 days after the closing of the offering.
If the option is exercised, the gross proceeds from the financing will be about C$94.3 million. The offering is scheduled to close on, or about, June 22 and is subject to certain conditions, Denison said in a statement
Manulife Financial Launches $223M Pfd Sh Offering
Manulife Financial Corp (MFC.TO), Canada's largest insurance company, said on Monday it will issue as much as C$250 million ($223 million) of preferred shares to reduce debt and strengthen its balance sheet.
The move comes about two months after Manulife said it would issue C$600 million in medium-term notes and three months after it launched a C$450 million preferred share issue.
Manulife said it will issue 8 million series 1 preferred shares at C$25 each to raise C$200 million.
Underwriters, led by Scotia Capital Inc and RBC Dominion Securities, have the option of buying up to an additional 2 million of the shares for C$50 million more in gross proceeds, the company said.
The shares pay a noncumulative quarterly fixed dividend yielding 5.6 percent annually until Sept. 19, 2014. They can be converted into rate reset series 2 preferred shares on Sept. 19 2014 and every five years after that.
"Approximately half of the net proceeds from the offering will be applied to reduce amounts outstanding under Manulife's credit facility with Canadian chartered banks and the balance of the net proceeds will be utilized for general corporate purposes," the company said in a statement.
Manulife common shares rose 0.5 percent to C$21.74 on the Toronto Stock Exchange on Monday. They are down 45 percent from a 52-week high reached in June last year.
Most of Canada's financial institutions have tapped debt and equity market for additional funds in recent months to strengthen their balance sheets.
The move comes about two months after Manulife said it would issue C$600 million in medium-term notes and three months after it launched a C$450 million preferred share issue.
Manulife said it will issue 8 million series 1 preferred shares at C$25 each to raise C$200 million.
Underwriters, led by Scotia Capital Inc and RBC Dominion Securities, have the option of buying up to an additional 2 million of the shares for C$50 million more in gross proceeds, the company said.
The shares pay a noncumulative quarterly fixed dividend yielding 5.6 percent annually until Sept. 19, 2014. They can be converted into rate reset series 2 preferred shares on Sept. 19 2014 and every five years after that.
"Approximately half of the net proceeds from the offering will be applied to reduce amounts outstanding under Manulife's credit facility with Canadian chartered banks and the balance of the net proceeds will be utilized for general corporate purposes," the company said in a statement.
Manulife common shares rose 0.5 percent to C$21.74 on the Toronto Stock Exchange on Monday. They are down 45 percent from a 52-week high reached in June last year.
Most of Canada's financial institutions have tapped debt and equity market for additional funds in recent months to strengthen their balance sheets.
Friday, May 22, 2009
Suntech Power Prices $287.5M Sh Offering
Suntech Power Holdings Co., Ltd. (''Suntech'' or the ''Company'') (NYSE: STP - News), the world's largest manufacturer of crystalline silicon photovoltaic (PV) modules, today announced that its follow-on public offering of 20,000,000 American Depositary Shares (''ADSs''), each representing one ordinary share of the Company, was priced at $12.50 per ADS. The Company has granted the underwriters an option to purchase up to 3,000,000 additional ADSs to cover over-allotments.
The Company intends to use the net proceeds from the offering, after deducting underwriting discounts and offering expenses, for capital expenditures, working capital and repurchase and redemptions of its existing securities such as the repurchase obligation under its 0.25% Convertible Senior Notes Due 2012 issued in February 2007. The Company's management will retain broad discretion over the use of proceeds, and the Company may ultimately use the proceeds for different purposes than what it currently intends. Pending any ultimate use of any portion of the proceeds from this offering, we intend to invest the net proceeds in short-term, marketable instruments.
UBS Investment Bank (as Global Coordinator and Stabilization Agent), Goldman Sachs (Asia) L.L.C. and Deutsche Bank Securities Inc. will act as joint bookrunners and underwriters for the offering.
The Company intends to use the net proceeds from the offering, after deducting underwriting discounts and offering expenses, for capital expenditures, working capital and repurchase and redemptions of its existing securities such as the repurchase obligation under its 0.25% Convertible Senior Notes Due 2012 issued in February 2007. The Company's management will retain broad discretion over the use of proceeds, and the Company may ultimately use the proceeds for different purposes than what it currently intends. Pending any ultimate use of any portion of the proceeds from this offering, we intend to invest the net proceeds in short-term, marketable instruments.
UBS Investment Bank (as Global Coordinator and Stabilization Agent), Goldman Sachs (Asia) L.L.C. and Deutsche Bank Securities Inc. will act as joint bookrunners and underwriters for the offering.
Sunstone Hotel Investors Prices $90M Sh Offering
Sunstone Hotel Investors, Inc. (NYSE: SHO - News; the "Company") announced the pricing of its public offering of 18,000,000 shares of its common stock at a price per share of $5.00. The underwriters have been granted a 30-day option to purchase up to an additional 2,700,000 shares of common stock to cover over-allotments, if any.
The joint book runners for this offering are Citi, J.P. Morgan and Merrill Lynch & Co. Deutsche Bank Securities is acting as senior co-manager and Calyon Securities (USA) Inc. and FBR Capital Markets & Co. are acting as co-managers.
The joint book runners for this offering are Citi, J.P. Morgan and Merrill Lynch & Co. Deutsche Bank Securities is acting as senior co-manager and Calyon Securities (USA) Inc. and FBR Capital Markets & Co. are acting as co-managers.
Thursday, May 21, 2009
Compass Minerals Prices $100M Note Offering
Specialty salts and fertilizers makerCompass Minerals International Inc (CMP.N) on Thursday sold$100 million of 10-year senior notes in the 144a privateplacement market, said IFR, a Thomson Reuters service. Credit Suisse, JP Morgan and Goldman Sachs were the joint
bookrunning managers for the sale.
bookrunning managers for the sale.
Hewlett-Packard Prices $2B 3 Part Note Sale
Hewlett-Packard (HPQ.N) on Thursday sold $2 billion in a three-part note sale, said IFR, a Thomson Reuters service.
The sale included $750 million in two-year floating-rate notes priced to yield 105 basis points over the three-month London interbank offered rate.
It also included $1 billion in two-year fixed-rate notes yielding 140 basis points over U.S. Treasuries, or 2.267 percent, and $250 million in three-year fixed-rate notes priced to yield 160 basis points over Treasuries or 2.956 percent.
The joint lead managers on the sale were Banc of America Securities, Credit Suisse and Morgan Stanley, with Deutsche Bank and the Royal Bank of Scotland serving as passive bookrunners
The sale included $750 million in two-year floating-rate notes priced to yield 105 basis points over the three-month London interbank offered rate.
It also included $1 billion in two-year fixed-rate notes yielding 140 basis points over U.S. Treasuries, or 2.267 percent, and $250 million in three-year fixed-rate notes priced to yield 160 basis points over Treasuries or 2.956 percent.
The joint lead managers on the sale were Banc of America Securities, Credit Suisse and Morgan Stanley, with Deutsche Bank and the Royal Bank of Scotland serving as passive bookrunners
DryShips Completes $475M Share Offering
Greek dry bulk carrier DryShips Inc (DRYS.O) said it has completed its $475 million at-the-market (ATM) offering and was continuing to examine all alternatives to strengthen its balance sheet.
Shares of the Athens, Greece-based company were up 3 percent at $7.25 in trading after the bell. They had closed at $7.04 Thursday on Nasdaq. DryShips, which had earlier raised $500 million in a similar offering announced in January, revealed this offering in a regulatory filing on May 7, after which it has about 257.6 million shares outstanding.
"So far in 2009 we have raised almost $1 billion of equity, cancelled $2 billion of capex, repaid over $600 million of debt and obtained bank waivers for a substantial portion of our outstanding debt," Chief Executive George Economou said.
Merrill Lynch acted as sales agent in the offering
Shares of the Athens, Greece-based company were up 3 percent at $7.25 in trading after the bell. They had closed at $7.04 Thursday on Nasdaq. DryShips, which had earlier raised $500 million in a similar offering announced in January, revealed this offering in a regulatory filing on May 7, after which it has about 257.6 million shares outstanding.
"So far in 2009 we have raised almost $1 billion of equity, cancelled $2 billion of capex, repaid over $600 million of debt and obtained bank waivers for a substantial portion of our outstanding debt," Chief Executive George Economou said.
Merrill Lynch acted as sales agent in the offering
Cephalon Prices $800M Equity Offering in 2 Tranches
Cephalon, Inc. (Nasdaq: CEPH - News) announced today the pricing of its concurrent public offerings of 5 million shares of common stock, at a price of $60 per share, and $435 million in aggregate principal amount of 2.50% convertible senior subordinated notes due 2014. Cephalon has also granted the underwriters a 30-day option, solely to cover over-allotments, to purchase up to an additional 750,000 shares of common stock, with respect to the common stock offering, and to purchase up to an additional $65 million in aggregate principal amount of the notes, with respect to the notes offering.
The notes will bear interest at a rate of 2.50% per year, payable on May 1 and November 1 of each year, commencing on November 1, 2009. The notes will mature on May 1, 2014. Holders may require the Company to repurchase all or a portion of their notes upon a fundamental change (as defined in the prospectus supplement relating to the notes) at a cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. Cephalon may not redeem the notes prior to the maturity date.
The notes are convertible prior to maturity, subject to certain conditions, into cash and shares, if any, of the Company's common stock at an initial conversion price of $69.00 per share of common stock (equivalent to a conversion rate of approximately 14.4928 shares per $1,000 principal amount of notes). The notes will be subordinate to existing and future senior indebtedness, equal to existing and future senior subordinated indebtedness and senior in right of payment to existing and future subordinated indebtedness of Cephalon.
The aggregate net proceeds from the sale of shares of common stock and the notes being offered are expected to be approximately $709.5 million, after deducting the underwriters' discounts and estimated offering expenses payable by the Company, assuming the underwriters do not exercise their option to purchase additional notes or shares of common stock.
Cephalon intends to use a portion of the net proceeds of the notes offering in connection with its entry into a convertible note hedge transaction (the "convertible note hedge") on its common stock with Deutsche Bank AG, London Branch (the "hedge counterparty"), an affiliate of the representative of the underwriters. The convertible note hedge will have the impact of increasing the effective conversion price of the new notes from the Company's perspective to $100.00 per share. Cephalon also has entered into a separate warrant transaction with the hedge counterparty (the "warrant transaction"), which would result in additional proceeds to Cephalon. If the underwriters exercise their over-allotment option to purchase additional notes, Cephalon expects to use a portion of the net proceeds from the sale of such additional notes to increase the number of shares of common stock underlying the convertible note hedge and the warrant transaction. Holders of the notes will not have any rights with respect to the convertible note hedge or the warrant transaction. The Company intends to use the remaining proceeds from the convertible notes offering and the proceeds from the common stock offering for general corporate purposes.
In connection with the convertible note hedge and warrant transactions, the hedge counterparty or its affiliates may enter into various derivative transactions with respect to Cephalon's common stock concurrently with or shortly after the pricing of the notes. These transactions could have the effect of increasing or preventing a decline in, or having a negative effect on, the price of Cephalon's common stock concurrently with or following the pricing of the notes. In addition, the hedge counterparty or its affiliates may from time to time, after the pricing of the notes, modify their respective hedge positions by entering into or unwinding various derivative transactions with respect to Cephalon's common stock or by purchasing or selling Cephalon's common stock in secondary market transactions during the term of the notes (and are likely to do so during any applicable conversion reference period related to conversion of the notes). These activities could have the effect of decreasing the price of Cephalon's common stock and could adversely affect the price of the notes during any such applicable conversion reference period.
The offerings are being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission. For each offering, a prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the U.S. Securities and Exchange Commission. Neither of these offerings is contingent upon the consummation of the other offering. Completion of each offering is subject to customary closing conditions, and each offering is expected to close on May 27, 2009.
Until the closing of the offerings, the Company is suspending its basic adjusted income per common share guidance for the second quarter 2009 and full year 2009. The Company will issue revised basic adjusted income per common share guidance following the completion of the offerings. The Company is not suspending its sales and adjusted net income guidance for the second quarter 2009 and full year 2009.
The sole book-running manager for both offerings is Deutsche Bank Securities Inc.
The notes will bear interest at a rate of 2.50% per year, payable on May 1 and November 1 of each year, commencing on November 1, 2009. The notes will mature on May 1, 2014. Holders may require the Company to repurchase all or a portion of their notes upon a fundamental change (as defined in the prospectus supplement relating to the notes) at a cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. Cephalon may not redeem the notes prior to the maturity date.
The notes are convertible prior to maturity, subject to certain conditions, into cash and shares, if any, of the Company's common stock at an initial conversion price of $69.00 per share of common stock (equivalent to a conversion rate of approximately 14.4928 shares per $1,000 principal amount of notes). The notes will be subordinate to existing and future senior indebtedness, equal to existing and future senior subordinated indebtedness and senior in right of payment to existing and future subordinated indebtedness of Cephalon.
The aggregate net proceeds from the sale of shares of common stock and the notes being offered are expected to be approximately $709.5 million, after deducting the underwriters' discounts and estimated offering expenses payable by the Company, assuming the underwriters do not exercise their option to purchase additional notes or shares of common stock.
Cephalon intends to use a portion of the net proceeds of the notes offering in connection with its entry into a convertible note hedge transaction (the "convertible note hedge") on its common stock with Deutsche Bank AG, London Branch (the "hedge counterparty"), an affiliate of the representative of the underwriters. The convertible note hedge will have the impact of increasing the effective conversion price of the new notes from the Company's perspective to $100.00 per share. Cephalon also has entered into a separate warrant transaction with the hedge counterparty (the "warrant transaction"), which would result in additional proceeds to Cephalon. If the underwriters exercise their over-allotment option to purchase additional notes, Cephalon expects to use a portion of the net proceeds from the sale of such additional notes to increase the number of shares of common stock underlying the convertible note hedge and the warrant transaction. Holders of the notes will not have any rights with respect to the convertible note hedge or the warrant transaction. The Company intends to use the remaining proceeds from the convertible notes offering and the proceeds from the common stock offering for general corporate purposes.
In connection with the convertible note hedge and warrant transactions, the hedge counterparty or its affiliates may enter into various derivative transactions with respect to Cephalon's common stock concurrently with or shortly after the pricing of the notes. These transactions could have the effect of increasing or preventing a decline in, or having a negative effect on, the price of Cephalon's common stock concurrently with or following the pricing of the notes. In addition, the hedge counterparty or its affiliates may from time to time, after the pricing of the notes, modify their respective hedge positions by entering into or unwinding various derivative transactions with respect to Cephalon's common stock or by purchasing or selling Cephalon's common stock in secondary market transactions during the term of the notes (and are likely to do so during any applicable conversion reference period related to conversion of the notes). These activities could have the effect of decreasing the price of Cephalon's common stock and could adversely affect the price of the notes during any such applicable conversion reference period.
The offerings are being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission. For each offering, a prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the U.S. Securities and Exchange Commission. Neither of these offerings is contingent upon the consummation of the other offering. Completion of each offering is subject to customary closing conditions, and each offering is expected to close on May 27, 2009.
Until the closing of the offerings, the Company is suspending its basic adjusted income per common share guidance for the second quarter 2009 and full year 2009. The Company will issue revised basic adjusted income per common share guidance following the completion of the offerings. The Company is not suspending its sales and adjusted net income guidance for the second quarter 2009 and full year 2009.
The sole book-running manager for both offerings is Deutsche Bank Securities Inc.
Unitil Prices $54M Share Offering
Unitil Corporation (NYSE: UTL - News; www.unitil.com) announced today that it priced a public offering of 2.4 million newly issued shares of common stock at a public offering price of $20.00 per share. Unitil has also granted the underwriters a 30-day option to purchase up to an additional 360,000 shares to cover any over-allotments.
Net proceeds from this offering will be used (i) to repay all amounts outstanding under the bridge credit facility that was used to partially finance the acquisitions of Northern Utilities, Inc. and Granite State Gas Transmission, Inc., which closed on December 1, 2008, and the related costs and expenses and (ii) for other general corporate purposes, including capital contributions to its distribution utilities and repayment of short-term debt.
RBC Capital Markets Corporation is acting as lead underwriter for the offering. The co-managers for the offering are Janney Montgomery Scott LLC., Oppenheimer & Co. Inc., Brean Murray, Carret & Co., LLC., and Edward D. Jones & Co., L.P.
Net proceeds from this offering will be used (i) to repay all amounts outstanding under the bridge credit facility that was used to partially finance the acquisitions of Northern Utilities, Inc. and Granite State Gas Transmission, Inc., which closed on December 1, 2008, and the related costs and expenses and (ii) for other general corporate purposes, including capital contributions to its distribution utilities and repayment of short-term debt.
RBC Capital Markets Corporation is acting as lead underwriter for the offering. The co-managers for the offering are Janney Montgomery Scott LLC., Oppenheimer & Co. Inc., Brean Murray, Carret & Co., LLC., and Edward D. Jones & Co., L.P.
OpenTable Prices $60M IPO
OpenTable, Inc., a leading provider of free online reservations for diners and guest management systems for restaurants, today announced the pricing of its initial public offering of 3,000,000 shares of common stock at a price of $20.00 per share. A total of 1,572,684 shares are being offered by OpenTable, Inc., and a total of 1,427,316 shares are being offered by selling stockholders. In addition, OpenTable, Inc. has granted the underwriters a 30-day option to purchase up to an additional 450,000 shares to cover over-allotments, if any. The sole bookrunning manager of the offering is Merrill Lynch & Co. The senior co-manager is Allen & Company LLC, and Stifel, Nicolaus & Company, Incorporated and ThinkEquity LLC are the co-managers. OpenTable’s common stock will trade on the NASDAQ Global Market under the symbol “OPEN.”
Paladin Labs Launches $44.8M Offer For Dexedrine
Drug maker Paladin Labs Inc (PLB.TO) said it plans to raise C$51 million ($44.82 million) by way of a bought-deal sale, to make the final payment for its acquisition of Dexedrine and other purposes.
The company said as part of the deal, it will sell 3 million common shares at a price of C$17 per share, a discount of about 3 percent to its Wednesday closing price.
The sale is to a syndicate of underwriters including Desjardins Securities Inc and TD Securities, Paladin said in a statement. Net proceeds will also be used to fund the joint venture partnership with Isotechnika Inc and to continue with its strategy of acquiring products with existing sales, the company said.
The underwriters, co-lead by Cormark Securities Inc and GMP Securities, will have the option to buy up to an additional C$7.7 million in stock.
Paladin said one of its significant shareholders, Joddes Limited, also agreed to buy 750,000 shares in the offering. Joddes currently owns about 42 percent of the company's outstanding shares.
The company said as part of the deal, it will sell 3 million common shares at a price of C$17 per share, a discount of about 3 percent to its Wednesday closing price.
The sale is to a syndicate of underwriters including Desjardins Securities Inc and TD Securities, Paladin said in a statement. Net proceeds will also be used to fund the joint venture partnership with Isotechnika Inc and to continue with its strategy of acquiring products with existing sales, the company said.
The underwriters, co-lead by Cormark Securities Inc and GMP Securities, will have the option to buy up to an additional C$7.7 million in stock.
Paladin said one of its significant shareholders, Joddes Limited, also agreed to buy 750,000 shares in the offering. Joddes currently owns about 42 percent of the company's outstanding shares.
Wednesday, May 20, 2009
Sun Life Fin'l Completes Pfd Sh Offering
Sun Life Financial Inc. (TSX, NYSE: SLF - News News) today announced the successful completion of a Canadian public offering of $250 million of Class A Non-Cumulative 5-Year Rate Reset Preferred Shares Series 6R (the "Series 6R Shares") at a price of $25.00 per share and yielding 6.00 per cent annually. The offering, initially for $200 million of Series 6R Shares, was increased to $250 million following exercise by the underwriting syndicate, co-led by TD Securities Inc. and BMO Nesbitt Burns Inc., of an option to purchase an additional $50 million of Series 6R Shares.
The Series 6R Shares were issued under a prospectus supplement dated May 8, 2009, which was issued pursuant to a short form base shelf prospectus dated April 1, 2009. Copies of those documents are available on the SEDAR website for Sun Life Financial Inc. at http://us.lrd.yahoo.com/_ylt=AhUr6K3Sb5do0KwTyXatNHSuMncA/SIG=10q41mvbm/**http://www.sedar.com/. The Series 6R Shares are listed on the Toronto Stock Exchange under the ticker symbol SLF.PR.F.
The Series 6R Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or for the account or benefit of U.S. persons. .
The Series 6R Shares were issued under a prospectus supplement dated May 8, 2009, which was issued pursuant to a short form base shelf prospectus dated April 1, 2009. Copies of those documents are available on the SEDAR website for Sun Life Financial Inc. at http://us.lrd.yahoo.com/_ylt=AhUr6K3Sb5do0KwTyXatNHSuMncA/SIG=10q41mvbm/**http://www.sedar.com/. The Series 6R Shares are listed on the Toronto Stock Exchange under the ticker symbol SLF.PR.F.
The Series 6R Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America or for the account or benefit of U.S. persons. .
Beckman Coulter Prices $238M Sh Offering
Beckman Coulter, Inc. (NYSE: BEC - News), a leading developer, manufacturer and marketer of products that simplify, automate and innovate complex biomedical testing, today announced that it priced a public offering of shares of its common stock, the proceeds of which it expects to use to finance in part the previously announced acquisition of the diagnostic systems portion of Olympus Corporation's Life Science business, or the acquisition. Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.
In connection with the offering of its common stock, Beckman Coulter is entering into forward sale agreements with each of Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. or their respective affiliates, whom we refer to as the forward purchasers. The forward purchasers will borrow and sell to the underwriters 4.5 million shares of Beckman Coulter's common stock in connection with the offering. The underwriters are offering these shares to the public at a price of $53.00 per share. The forward sale agreements provide for settlement on a date or dates to be specified by Beckman Coulter at the public offering price less the underwriting discount (subject to adjustment). The settlement of the forward sale agreements is expected to occur in conjunction with the closing of the acquisition, but in no event later than twelve months following the date of the common stock offering. Subject to certain exceptions, Beckman Coulter has the right to elect physical, cash or net share settlement of the forward sale agreements. Assuming physical settlement of the forward sale agreements based upon an initial forward price of approximately $50.75 per share on the closing date of this offering, Beckman Coulter would receive gross proceeds of $238.5 million upon settlement of the forward sale agreements, before deducting the underwriters' discount and estimated offering expenses. In addition, the forward purchasers have granted the underwriters of the common stock offering an option to purchase up to an additional 450,000 shares of Beckman Coulter's common stock to cover over-allotments; provided that Beckman Coulter may elect, in its sole discretion, in lieu of having the forward purchasers grant such option to the underwriters, to grant the underwriters an option to purchase from Beckman Coulter an equal number of shares on the same terms
In connection with the offering of its common stock, Beckman Coulter is entering into forward sale agreements with each of Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. or their respective affiliates, whom we refer to as the forward purchasers. The forward purchasers will borrow and sell to the underwriters 4.5 million shares of Beckman Coulter's common stock in connection with the offering. The underwriters are offering these shares to the public at a price of $53.00 per share. The forward sale agreements provide for settlement on a date or dates to be specified by Beckman Coulter at the public offering price less the underwriting discount (subject to adjustment). The settlement of the forward sale agreements is expected to occur in conjunction with the closing of the acquisition, but in no event later than twelve months following the date of the common stock offering. Subject to certain exceptions, Beckman Coulter has the right to elect physical, cash or net share settlement of the forward sale agreements. Assuming physical settlement of the forward sale agreements based upon an initial forward price of approximately $50.75 per share on the closing date of this offering, Beckman Coulter would receive gross proceeds of $238.5 million upon settlement of the forward sale agreements, before deducting the underwriters' discount and estimated offering expenses. In addition, the forward purchasers have granted the underwriters of the common stock offering an option to purchase up to an additional 450,000 shares of Beckman Coulter's common stock to cover over-allotments; provided that Beckman Coulter may elect, in its sole discretion, in lieu of having the forward purchasers grant such option to the underwriters, to grant the underwriters an option to purchase from Beckman Coulter an equal number of shares on the same terms
Regions Fin'l Launches $1.25B Equity Offering
Regions Financial Corp (RF.N), a U.S. southeast regional bank, said on Wednesday it plans to raise $1.25 billion through stock offerings, half of the sum that federal regulators told it to raise to withstand a potentially deep recession.
The public offerings include $1 billion of common stock and $250 million of preferred shares automatically convertible into common stock. Regions also proposed to exchange common stock for some trust preferred securities, at a discount to face value, according to a regulatory filing.
Regions expects to give regulators a capital plan by June 8 that will not require an infusion of further taxpayer money. The Birmingham, Alabama-based lender took $3.5 billion from the federal Troubled Asset Relief Program.
Regions was one of 19 large banks to undergo government "stress tests," and was one of 10 told to raise capital. It said it may plug its remaining shortfall through asset sales, a reduction of deferred tax assets, a swap of subordinated debt and other preferreds, and other means.
The $2.5 billion that Regions needs to raise in accordance with the stress test is roughly two-thirds of the bank's $3.8 billion market value as of Tuesday.
Regions said the trust preferreds eligible for exchange have a 6.625 percent dividend, and would be valued at $700 each, down from an original $1,000, according to a 2007 regulatory filing.
Regions has about $142 billion of assets and 1,900 branches in 16 U.S. states across the South, Midwest and Texas. Its capital shortfall was among the largest identified by the government relative to the bank's size and market value.
Goldman Sachs & Co and JPMorgan are arranging the common stock and convertible offerings
The public offerings include $1 billion of common stock and $250 million of preferred shares automatically convertible into common stock. Regions also proposed to exchange common stock for some trust preferred securities, at a discount to face value, according to a regulatory filing.
Regions expects to give regulators a capital plan by June 8 that will not require an infusion of further taxpayer money. The Birmingham, Alabama-based lender took $3.5 billion from the federal Troubled Asset Relief Program.
Regions was one of 19 large banks to undergo government "stress tests," and was one of 10 told to raise capital. It said it may plug its remaining shortfall through asset sales, a reduction of deferred tax assets, a swap of subordinated debt and other preferreds, and other means.
The $2.5 billion that Regions needs to raise in accordance with the stress test is roughly two-thirds of the bank's $3.8 billion market value as of Tuesday.
Regions said the trust preferreds eligible for exchange have a 6.625 percent dividend, and would be valued at $700 each, down from an original $1,000, according to a 2007 regulatory filing.
Regions has about $142 billion of assets and 1,900 branches in 16 U.S. states across the South, Midwest and Texas. Its capital shortfall was among the largest identified by the government relative to the bank's size and market value.
Goldman Sachs & Co and JPMorgan are arranging the common stock and convertible offerings
Tuesday, May 19, 2009
Maxwell Tech Prices $17.6M Share Offering
Maxwell Technologies, Inc. (Nasdaq: MXWL - News) announced today that it has priced the sale of two million shares of its common stock in a public offering underwritten by Roth Capital Partners, resulting in gross proceeds to the company of approximately $17.6 million. All of the stock is being offered by the company, and the transaction is expected to close on May 22, 2009, subject to customary closing conditions. The company plans to use the proceeds for working capital and general corporate purposes. In addition, the company has granted Roth Capital Partners an over allotment option to purchase up to 300,000 additional shares.
Verizon Wireless Launches $4B 2 Part Note Sale
Verizon Wireless Capital LLC on Tuesday launched its $4 billion two-part note sale, said IFR, a Thomson Reuters service.
The offering includes $1.25 billion in two-year floating-rate notes and is expected to have a coupon rate of 260 basis points over the three-month London Interbank Offered Rate.
It also includes $2.75 billion in two-year fixed-rate notes expected to yield 290 basis points over U.S. Treasuries.
The joint lead managers on the sale are Credit Suisse, Goldman Sachs and UBS
The offering includes $1.25 billion in two-year floating-rate notes and is expected to have a coupon rate of 260 basis points over the three-month London Interbank Offered Rate.
It also includes $2.75 billion in two-year fixed-rate notes expected to yield 290 basis points over U.S. Treasuries.
The joint lead managers on the sale are Credit Suisse, Goldman Sachs and UBS
First Financial Announces $100M Share Offering
First Financial Bancorp (Nasdaq: FFBC - News) announced today that it has commenced a public offering of $100 million of common shares in an underwritten public offering through Sandler O'Neill + Partners, L.P. and Keefe, Bruyette & Woods, as representatives of the underwriters. Janney Montgomery Scott LLC and Raymond James & Associates, Inc. are also acting as underwriters for the offering.
The common shares will be offered pursuant to a preliminary prospectus supplement and accompanying base prospectus filed as part of an existing shelf registration statement filed with the Securities and Exchange Commission (SEC) on Form S-3. The company intends to grant the underwriters an option to purchase up to an additional 15% of the common shares sold to cover over-allotments, if any.
The common shares will be offered pursuant to a preliminary prospectus supplement and accompanying base prospectus filed as part of an existing shelf registration statement filed with the Securities and Exchange Commission (SEC) on Form S-3. The company intends to grant the underwriters an option to purchase up to an additional 15% of the common shares sold to cover over-allotments, if any.
Open Table Raises IPO Price Range
OpenTable Inc, an online restaurant reservation system, now expects its IPO to price in a range of $16-$18 per share, above the previously estimated range of $12-$14, according to a filing with the SEC on Tuesday.
OpenTable is set to offer 3 million shares on Wednesday in hopes of netting proceeds of $21.9 million, up from earlier estimates of $16.1 million. The San Francisco-based company said it may use the proceeds for technology improvements and general corporate purposes, according to the filing with the U.S. Securities and Exchange Commission.
The IPO, if it is launched, would be the first by a U.S. company on the Nasdaq this year. It is being underwritten by Bank of America Merrill Lynch, Allen & Company, Stifel Nicolaus, and ThinkEquity LLC.
OpenTable, which filed for its IPO in January, plans to be listed on the Nasdaq Global Market under the symbol OPEN. About 48 percent of the shares being sold on Wednesday are owned by existing shareholders.
For the years ended Dec. 31, 2007, and 2008, OpenTable's revenue was $41.1 million and $55.8 million, respectively.
OpenTable, which supplies online reservation services for about 10,000 U.S. restaurants, filed for its IPO in January. It provides free reservations for diners through its computerized systems.
In addition to being available in the U.S., it also provides services in Canada, Japan, Mexico, and parts of Europe.
OpenTable is set to offer 3 million shares on Wednesday in hopes of netting proceeds of $21.9 million, up from earlier estimates of $16.1 million. The San Francisco-based company said it may use the proceeds for technology improvements and general corporate purposes, according to the filing with the U.S. Securities and Exchange Commission.
The IPO, if it is launched, would be the first by a U.S. company on the Nasdaq this year. It is being underwritten by Bank of America Merrill Lynch, Allen & Company, Stifel Nicolaus, and ThinkEquity LLC.
OpenTable, which filed for its IPO in January, plans to be listed on the Nasdaq Global Market under the symbol OPEN. About 48 percent of the shares being sold on Wednesday are owned by existing shareholders.
For the years ended Dec. 31, 2007, and 2008, OpenTable's revenue was $41.1 million and $55.8 million, respectively.
OpenTable, which supplies online reservation services for about 10,000 U.S. restaurants, filed for its IPO in January. It provides free reservations for diners through its computerized systems.
In addition to being available in the U.S., it also provides services in Canada, Japan, Mexico, and parts of Europe.
Monday, May 18, 2009
Beckman Coulter Prices $500M Notes In Two Tranches
Biomedical instrument manufacturerBeckman Coulter (BEC.N) on Monday sold $500 million in atwo-part debt sale, said IFR, a Thomson Reuters service. Citigroup, JPMorgan, Morgan Stanley and Banc of America were the joint bookrunning managers for the sale.
EOG Resources Prices $900M Note Offering
Natural gas and crude oil producer EOGResources Inc (EOG.N) on Monday sold $900 million of 10-yearnotes, said IFR, a Thomson Reuters publication. Barclays, Deutsche Bank, and JPMorgan were the joint bookrunning managers for the sale
Kellogg Co Prices $750M Sr Note Offering
Cereal and convience foods maker KelloggCompany (K.N) on Monday sold $750 million of seven-year notesin the 144a private placement market, said IFR, a ThomsonReuters publication. Deutsche Bank, HSBC, and J.P. Morgan were the joint bookrunning managers for the sale.
Aflac Prices $850M Note Offering
Health and life insurance providerAflac Inc (AFL.N) on Monday sold $850 million in 10-year notes,said IFR, a Thomson Reuters service. The size of the deal was increased from an originally
planned $500 million. Goldman Sachs and JP Morgan were the joint bookrunning
managers for the sale.
planned $500 million. Goldman Sachs and JP Morgan were the joint bookrunning
managers for the sale.
Central Maine Power Prices $150M Note Offering
The Central Maine Power Company, a unitof Energy East, on Monday sold $150 million of 10-year firstmortgage bonds in the 144a private placement market, said IFR,a Thomson Reuters publication. The Bank of New York Mellon and Wachovia were the joint bookrunning managers for the sale.
Scientific Games Prices $225M Sr Note Offering
Scientific Games International, Inc, aunit of Scientific Games Corp (SGMS.O) on Monday sold $225million of 10-year senior subordinated notes in the 144aprivate placement market, said IFR, a Thomson Reuterspublication. The size of the deal was increased from an originally
planned $200 million. JPMorgan, Bank of America, Credit Suisse, and Goldman
Sachs were the joint bookrunning managers for the sale.
planned $200 million. JPMorgan, Bank of America, Credit Suisse, and Goldman
Sachs were the joint bookrunning managers for the sale.
Principal Finl Prices $750M Sr Note Offering
Principal Financial Group Inc (PFG.N)on Monday sold $750 million of senior unsecured notes in a two-part debt sale, said IFR, a Thomson Reuters publication. Citigroup, Credit Suisse, and Deutsche Bank were the joint bookrunning managers for the sale.
ConocoPhillips Prices $3B Note Offering
ConocoPhillips (COP.N) on Monday sold $3billion in a three-part debt sale, said market sources. Citigroup, Deutsche Bank, RBS Greenwich Capital, Bank of America, Barclays, Credit Suisse and JP Morgan were the joint book-running managers for the sale.
Tiscali UK Acquired By TalkTalk For 236M GBP
Tiscali UK, an internet and telecom provider, agreed to be acquired by TalkTalk Telecom, a broadband and telecom provider, for 236 million GBP. It is expected to close by the end of June 2009. JPMorgan, Banca IMI/Intesa Sanpaolo and Lazard advised Tiscali UK.
SABMiller To Buy 28% Stake In Polish Brewery
SABMiller, a UK brewery, has agreed to acquire a 28.1% stake, in Kompania Piwowarska, a Polish brewery for 816 million Euros. Royal Bank of Scotland is advising Sabmiller, while Lazard is advising Kompania Piwowarska.
Fleet Inv. Buys Leaseplan Stake for 1.3B Euros
Fleet Investments, a Dutch investment company, agreed to acquire a 50% stake in Leaseplan, a vehicle management services provider, for 1.3 billion Euros. Metzler Corp Finance advised Fleet; while Citigroup advised Leaseplan Volkwsagen acquired Leaseplan in 2004 alongside Mubadala Development and Olayan Group. Mubadala and Olayan are exercising their put options.
Centrica To Acquire 20% Of Brit. Energy for 2.9B GBP
Centrica , a UK based energy company, signed an agreement for the acquisition of a 20% stake in British Energy Group, a nuclear energy company, from Electricite de France for 2.9 billion GBP. Centrica's financial advisers included Goldman Sachs, Credit Suisse and UBS; while British Energy was advised by Bank of America, Merrill Lynch and Citigroup. The deal is expected to close in the third quarter of 2009.
AIG To Sell Asian Unit Through $4B IPO
AIG is to speed up plans to list its Asian subsidiary through an IPO that could raise more than $4 billion, as the bailed-out U.S. insurer seeks to raise cash to pay back government loans.
The IPO would help AIG repay some of the $180 billion the U.S. government has ploughed into what was once the world's biggest insurer, and allow the profitable Asia life insurance subsidiary, American International Assurance Co Ltd (AIA), to break from its ailing parent.
The at least $4 billion initial public offering, based on targets set by AIG executives, would make it the largest Hong Kong IPO since China Citic Bank Corp (0998.HK) raised $4.2 billion in April 2007, according to Thomson Reuters data.
After AIG failed to sell a large stake in AIA earlier this year, the insurer said it would continue to try and seek a buyer or an IPO. A statement on Monday was the first official sign from AIG that steps toward a listing are underway.
AIG said it has asked for requests for proposal (RFPs) to select global coordinators and bookrunners for the IPO, confirming a Reuters report last Thursday. [ID:nN13524571]
Blackstone Group (BX.N), AIG's global financial adviser for its restructuring, will manage the IPO, the insurer said. Most major investment banks will pitch their plans to co-manage and underwrite the IPO, which will print huge fees if successful.
Hong Kong-based AIA has more than $60 billion of assets under management. Last year, AIA said it recruited more than 52,000 agents, bringing the total to about 250,000 agents. It has about 20,000 employees across 13 Asian markets.
AIA is regarded as AIG's Asia crown jewel, a 90-year-old business providing coverage to about 20 million customers, or close to a third of AIG's total customer base.
Still, analysts say that even with bright prospects, the IPO faces plenty of obstacles. AIG itself said the offering depends on market conditions and regulatory approval.
"We need to remember that AIA will be up against the China growth story," said Patrick Yiu, associate director with CASH Asset Management.
"Anybody who wants exposure to the insurance sector has the choice of buying China Life (Insurance Co Ltd (601628.SS)) and Ping An (Insurance (Group) Co of China Ltd (601318.SS)). So, unless the terms of the IPO are very attractive, it may not be a huge success."
Speed is also key as delay could put more pressure on AIG and it would be less certain to hit the IPO market on the way up. MEGA IPO
AIG said it would seek to list AIA on an Asian exchange. CEO Edward Liddy has told Reuters the company is leaning toward a Hong Kong IPO in the first half of 2010. AIA and AIG would have separate boards and management teams.
A public listing would coincide with a Hong Kong IPO market that is showing renewed signs of life, with several large offers recently, and more in the pipeline. China Zhongwang Holdings (1333.HK) last month raised $1.3 billion in the world's biggest IPO so far this year.
"Today's announcement represents a clear and formal roadmap for our independence," Mark Wilson, President and CEO of AIA Group, said in a statement.
AIG tried to sell AIA privately last year for up to $20 billion, but failed to find a buyer willing to pay that price. AIG has suggested it could initially sell up to a fifth of AIA's market value in an IPO.
"Markets are very sensitive right now, especially with U.S. corporations. Although AIG's Asian business (has) almost nothing to do with the U.S., its tradition is with AIG," said Alfred Chang, chief dealer with Cheer Pearl Investment Ltd.
"I think in general, though, because liquidity is still good in Asia, this IPO will be successful."
AIG was founded in 1919 in China, and was the first foreign insurer given the green light to reestablish itself there when the Communist government began to reopen the borders to outside business. Its headquarters were later moved to New York.
AIG was rescued with taxpayer funds in September after bad bets involving subprime mortgage-related securities left it deeply in the red and on the brink of bankruptcy. The company was forced to sell off assets.
Despite moving ahead with an IPO, AIA may still attract a strategic buyer or investor before its listing.
Large IPOs often have a cornerstone investor company or an investment group that purchases a stake before the offering. The list of companies that showed interest in AIA during its auction included Canada's Manulife Financial Corp (MFC.TO), Singapore state investor Temasek [TEM.UL] and UK insurer Prudential Plc (PRU.L)
The IPO would help AIG repay some of the $180 billion the U.S. government has ploughed into what was once the world's biggest insurer, and allow the profitable Asia life insurance subsidiary, American International Assurance Co Ltd (AIA), to break from its ailing parent.
The at least $4 billion initial public offering, based on targets set by AIG executives, would make it the largest Hong Kong IPO since China Citic Bank Corp (0998.HK) raised $4.2 billion in April 2007, according to Thomson Reuters data.
After AIG failed to sell a large stake in AIA earlier this year, the insurer said it would continue to try and seek a buyer or an IPO. A statement on Monday was the first official sign from AIG that steps toward a listing are underway.
AIG said it has asked for requests for proposal (RFPs) to select global coordinators and bookrunners for the IPO, confirming a Reuters report last Thursday. [ID:nN13524571]
Blackstone Group (BX.N), AIG's global financial adviser for its restructuring, will manage the IPO, the insurer said. Most major investment banks will pitch their plans to co-manage and underwrite the IPO, which will print huge fees if successful.
Hong Kong-based AIA has more than $60 billion of assets under management. Last year, AIA said it recruited more than 52,000 agents, bringing the total to about 250,000 agents. It has about 20,000 employees across 13 Asian markets.
AIA is regarded as AIG's Asia crown jewel, a 90-year-old business providing coverage to about 20 million customers, or close to a third of AIG's total customer base.
Still, analysts say that even with bright prospects, the IPO faces plenty of obstacles. AIG itself said the offering depends on market conditions and regulatory approval.
"We need to remember that AIA will be up against the China growth story," said Patrick Yiu, associate director with CASH Asset Management.
"Anybody who wants exposure to the insurance sector has the choice of buying China Life (Insurance Co Ltd (601628.SS)) and Ping An (Insurance (Group) Co of China Ltd (601318.SS)). So, unless the terms of the IPO are very attractive, it may not be a huge success."
Speed is also key as delay could put more pressure on AIG and it would be less certain to hit the IPO market on the way up. MEGA IPO
AIG said it would seek to list AIA on an Asian exchange. CEO Edward Liddy has told Reuters the company is leaning toward a Hong Kong IPO in the first half of 2010. AIA and AIG would have separate boards and management teams.
A public listing would coincide with a Hong Kong IPO market that is showing renewed signs of life, with several large offers recently, and more in the pipeline. China Zhongwang Holdings (1333.HK) last month raised $1.3 billion in the world's biggest IPO so far this year.
"Today's announcement represents a clear and formal roadmap for our independence," Mark Wilson, President and CEO of AIA Group, said in a statement.
AIG tried to sell AIA privately last year for up to $20 billion, but failed to find a buyer willing to pay that price. AIG has suggested it could initially sell up to a fifth of AIA's market value in an IPO.
"Markets are very sensitive right now, especially with U.S. corporations. Although AIG's Asian business (has) almost nothing to do with the U.S., its tradition is with AIG," said Alfred Chang, chief dealer with Cheer Pearl Investment Ltd.
"I think in general, though, because liquidity is still good in Asia, this IPO will be successful."
AIG was founded in 1919 in China, and was the first foreign insurer given the green light to reestablish itself there when the Communist government began to reopen the borders to outside business. Its headquarters were later moved to New York.
AIG was rescued with taxpayer funds in September after bad bets involving subprime mortgage-related securities left it deeply in the red and on the brink of bankruptcy. The company was forced to sell off assets.
Despite moving ahead with an IPO, AIA may still attract a strategic buyer or investor before its listing.
Large IPOs often have a cornerstone investor company or an investment group that purchases a stake before the offering. The list of companies that showed interest in AIA during its auction included Canada's Manulife Financial Corp (MFC.TO), Singapore state investor Temasek [TEM.UL] and UK insurer Prudential Plc (PRU.L)
Friday, May 15, 2009
Manitowoc Completes Buy Of Enodis Ops For $160M
The Manitowoc Company, Inc. (NYSE: MTW - News) today completed the previously announced agreement to sell the Enodis ice machine operations to affiliates of certain funds managed by Warburg Pincus LLC for $160 million.
This business has been sold to satisfy regulatory conditions of various jurisdictions, including the U.S. and Europe, related to the Enodis acquisition that was completed on October 27, 2008.
The company intends to use the after-tax net proceeds of approximately $150 million to reduce a portion of the debt incurred in November 2008 to fund the Enodis acquisition. Specifically, the proceeds will be applied primarily to reduce the $181.5 million remaining on Term Loan "X" that matures in April of 2010. It is anticipated that the remaining portion of Term Loan X will be retired later this year using cash flow from operations.
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. served as financial advisors to Manitowoc on this transaction.
This business has been sold to satisfy regulatory conditions of various jurisdictions, including the U.S. and Europe, related to the Enodis acquisition that was completed on October 27, 2008.
The company intends to use the after-tax net proceeds of approximately $150 million to reduce a portion of the debt incurred in November 2008 to fund the Enodis acquisition. Specifically, the proceeds will be applied primarily to reduce the $181.5 million remaining on Term Loan "X" that matures in April of 2010. It is anticipated that the remaining portion of Term Loan X will be retired later this year using cash flow from operations.
Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. served as financial advisors to Manitowoc on this transaction.
Sealy Mattress Prices $350M Sr Note Offering
Sealy Mattress Co. (ZZ.N) on Fridaysold $350 million of 7-year senior secured notes in the 144aprivate placement market, said IFR, a Thomson Reuters service. J.P. Morgan, Citigroup, and Goldman Sachs were the joint bookrunning managers for the sale.
Regency Energy Partners Prices $250M Sr Notes
Natural gas processor Regency EnergyPartners LP (RGNC.O) on Friday sold $250 million of 7-yearsenior notes in the 144a private placement market, said IFR, aThomson Reuters service. Wachovia, Barclays, and Morgan Stanley were the joint bookrunning managers for the sale.
Energizer Holdings Prices $539M Share Offering
Energizer Holdings, Inc. (NYSE: ENR - News), today announced that the Company has priced an offering of 9,500,000 shares of common stock at a price to the public of $49.00 per share. The Company has granted the underwriters a 30-day option to purchase up to 1,425,000 additional shares at the public offering price to cover overallotments, if any. The offering is scheduled to be completed on May 20, 2009.
The Company intends to use the net proceeds of the offering to acquire the shave preparation business of S.C. Johnson & Son, Inc. and for general corporate purposes, including the repayment of indebtedness.
J.P. Morgan, Merrill Lynch & Co. and Deutsche Bank Securities are joint book-running managers for the offering. Moelis & Company LLC acted as financial advisor to the Company.
The Company intends to use the net proceeds of the offering to acquire the shave preparation business of S.C. Johnson & Son, Inc. and for general corporate purposes, including the repayment of indebtedness.
J.P. Morgan, Merrill Lynch & Co. and Deutsche Bank Securities are joint book-running managers for the offering. Moelis & Company LLC acted as financial advisor to the Company.
Thursday, May 14, 2009
El Pollo Loco Prices $132.5M Note Offering
Restaurant chain El Pollo Loco Inc onThursday sold $132.5 million of three-year senior secured notesin the 144a private placement market, said IFR, a ThomsonReuters service. The size of the deal was increased from an originally
planned $120 million. Jefferies was sole bookrunning manager for the sale.
planned $120 million. Jefferies was sole bookrunning manager for the sale.
Wal-Mart To Sell $1B Note Offering
Wal-Mart Stores Inc (WMT.N) is planning to sell $1 billion in five-year notes on Thursday, said IFR, a Thomson Reuters service.
The joint lead managers on the sale are Barclays Deutsche Bank and JP Morgan.
The joint lead managers on the sale are Barclays Deutsche Bank and JP Morgan.
Alt Asset Mgmt To Acquire Great American Group
Alternative Asset Management Acquisition Corp. (NYSE Amex: Units: "AMV.U," Common Stock: "AMV," Warrants: "AMV.WS") ("AAMAC") and privately-held Great American Group, LLC ("Great American") today jointly announced that they have entered into an Agreement and Plan of Reorganization (the "Agreement"), pursuant to which Great American will be acquired by Great American Group, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of AAMAC ("GA"). The transaction is expected to close in July 2009.
AAMAC is a special purpose acquisition company. Great American is a leading provider of asset disposition and valuation and advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers and professional service firms. Great American has participated in liquidations and auctions of assets approximating $30 billion since 1995. The senior management of Great American, which has more than 100 years of combined experience in the auction, liquidation and valuation industries, and which is led by Chairman Harvey Yellen and Chief Executive Officer Andrew Gumaer, will serve as senior management of GA following the Acquisition.
Under the terms of the Agreement, GA will acquire AAMAC and Great American through a structured acquisition valued at closing at approximately $305.0 million based upon a fully distributed enterprise value (the "Acquisition"). Following the Acquisition, AAMAC and Great American will be wholly-owned subsidiaries of GA and AAMAC's common stock, warrants and units will cease trading on the NYSE Amex.
Andrew Gumaer, Great American's Chief Executive Officer, stated, "Our new position as a public company will provide us with capital to fuel future growth initiatives and will further incentivize our team members and enhance our recruiting efforts. While many people may think of our business as cyclical, it is in fact a growing business in the U.S. and there are a number of opportunities to pursue."
"Great American has proven through its growth that it has the history, scale, investment and risk management processes, operational infrastructure and capacity to continue to lead in the asset disposition and valuation sectors and to attract the largest and best financial institutions for its appraisal business," said Michael Levitt, AAMAC's Chairman. "We were especially attracted by Great American's strong management team which has demonstrated a proven ability to identify new opportunities and successfully execute on those initiatives to consistently grow the business. We believe this transaction will benefit all parties by enabling Great American to access the public market and further achieve its strategic objectives at an attractive valuation for AAMAC's public stockholders." Including the 2009 earnout consideration, GA's fully distributed enterprise value is estimated at 8.1 times GA's 2009 EBITDA earnout target of $45 million.
In connection with the Acquisition, the members of Great American (the "Members") will receive $120.0 million in cash and an aggregate of 12,272,727 shares of GA (the "Stock Consideration"). The Members are also entitled to receive an additional $25.0 million in cash and, together with certain phantom equityholders of Great American, are entitled to receive up to 10.0 million shares of GA's common stock in the event GA achieves certain EBITDA targets.
The Stock Consideration will be subject to a four-year lock-up period during which 25% of the Stock Consideration will be released on each succeeding anniversary of the closing date of the Acquisition. In addition, 2.5 million shares of the Stock Consideration will be deposited into an escrow account to satisfy any indemnification claims or any shortfalls in Great American's working capital target, and 2.2 million of such shares will also be subject to recall by GA to the extent of any shortfall in the value of certain inventory, as described in the Agreement.
The initial stockholders of AAMAC have agreed that the 7.5 million shares of GA's common stock which they will receive in exchange for a like number of shares of AAMAC common stock issued prior to AAMAC's initial public offering which is currently held in escrow will continue to be subject to the restrictions on disbursements as provided in the escrow agreement entered into by AAMAC's initial stockholders in connection with AAMAC's initial public offering. 3.0 million of such shares will be released from escrow on the first anniversary of the closing date of the Acquisition and 4.5 million of such shares will continue to be held in escrow until GA's achievement of certain EBITDA targets. 2.85 million shares of AAMAC's common stock owned by AAMAC's initial stockholders will be cancelled upon the consummation of the Acquisition.
Upon the consummation of the Acquisition, GA's Board of Directors (the "Board") will be comprised of seven members. AAMAC will be entitled to designate three directors to the Board, at least two of whom will be independent. Great American will be entitled to designate four directors to the Board, at least two of whom will be independent. It is expected that AAMAC will designate Mark Klein and Michael Levitt to serve as directors of GA, and that Great American will designate Mr. Gumaer and Mr. Yellen to serve as directors of GA.
AAMAC intends to call a special meeting of its stockholders to seek approval of the Acquisition. AAMAC will also call a special meeting of its warrantholders to seek approval of a proposal to amend the agreement governing its outstanding warrants (the "Warrant Agreement") to permit AAMAC to redeem all of its issued and outstanding warrants for $0.50 per warrant in connection with and upon the consummation of the Acquisition and the related transactions (the "Warrant Redemption"). If the amendment to the Warrant Agreement is not approved and the Warrant Redemption is not consummated, all of AAMAC's outstanding warrants (including warrants underlying units) will become exercisable for shares of GA common stock following the Acquisition.
In connection with the Acquisition, AAMAC will file with the Securities and Exchange Commission a proxy statement in connection with the special meetings of its stockholders and warrantholders (the "Proxy Statement") and GA will file with the Securities and Exchange Commission a registration statement on Form S-4 (the "Registration Statement") to register the securities of GA to be issued to the securityholders of AAMAC. The Proxy Statement and the Registration Statement will include a joint proxy statement/prospectus, which will be sent to the stockholders and warrantholders of AAMAC, seeking their approval of, among other things, the Acquisition and the amendment to the Warrant Agreement. The consummation of the Acquisition is subject to the review and the declaration of effectiveness of the Registration Statement by the Securities and Exchange Commission, the approval of the Acquisition by AAMAC's stockholders and other customary closing conditions. It is also subject to holders of less than 30% of AAMAC's shares issued in its initial public offering voting against the transaction and electing to exercise their conversion rights.
GA intends to apply to have its common stock (and, if the Warrant Redemption is not consummated, its warrants and units) trade on the NYSE Amex.
Citigroup Global Markets Inc. and Financo, Inc. have served as financial advisors to AAMAC and Barrington Associates and B. Riley & Co. have served as financial advisors to Great American with respect to the Acquisition. Ellenoff Grossman & Schole LLP is serving as legal counsel for AAMAC. Paul, Hastings, Janofsky & Walker LLP is serving as legal counsel for Great American and Graubard Miller is serving as special counsel to Great American. Hand Baldachin & Amburgey LLP is serving as legal counsel for Financo, Inc.
AAMAC is a special purpose acquisition company. Great American is a leading provider of asset disposition and valuation and advisory services to a wide range of retail, wholesale and industrial clients, as well as lenders, capital providers and professional service firms. Great American has participated in liquidations and auctions of assets approximating $30 billion since 1995. The senior management of Great American, which has more than 100 years of combined experience in the auction, liquidation and valuation industries, and which is led by Chairman Harvey Yellen and Chief Executive Officer Andrew Gumaer, will serve as senior management of GA following the Acquisition.
Under the terms of the Agreement, GA will acquire AAMAC and Great American through a structured acquisition valued at closing at approximately $305.0 million based upon a fully distributed enterprise value (the "Acquisition"). Following the Acquisition, AAMAC and Great American will be wholly-owned subsidiaries of GA and AAMAC's common stock, warrants and units will cease trading on the NYSE Amex.
Andrew Gumaer, Great American's Chief Executive Officer, stated, "Our new position as a public company will provide us with capital to fuel future growth initiatives and will further incentivize our team members and enhance our recruiting efforts. While many people may think of our business as cyclical, it is in fact a growing business in the U.S. and there are a number of opportunities to pursue."
"Great American has proven through its growth that it has the history, scale, investment and risk management processes, operational infrastructure and capacity to continue to lead in the asset disposition and valuation sectors and to attract the largest and best financial institutions for its appraisal business," said Michael Levitt, AAMAC's Chairman. "We were especially attracted by Great American's strong management team which has demonstrated a proven ability to identify new opportunities and successfully execute on those initiatives to consistently grow the business. We believe this transaction will benefit all parties by enabling Great American to access the public market and further achieve its strategic objectives at an attractive valuation for AAMAC's public stockholders." Including the 2009 earnout consideration, GA's fully distributed enterprise value is estimated at 8.1 times GA's 2009 EBITDA earnout target of $45 million.
In connection with the Acquisition, the members of Great American (the "Members") will receive $120.0 million in cash and an aggregate of 12,272,727 shares of GA (the "Stock Consideration"). The Members are also entitled to receive an additional $25.0 million in cash and, together with certain phantom equityholders of Great American, are entitled to receive up to 10.0 million shares of GA's common stock in the event GA achieves certain EBITDA targets.
The Stock Consideration will be subject to a four-year lock-up period during which 25% of the Stock Consideration will be released on each succeeding anniversary of the closing date of the Acquisition. In addition, 2.5 million shares of the Stock Consideration will be deposited into an escrow account to satisfy any indemnification claims or any shortfalls in Great American's working capital target, and 2.2 million of such shares will also be subject to recall by GA to the extent of any shortfall in the value of certain inventory, as described in the Agreement.
The initial stockholders of AAMAC have agreed that the 7.5 million shares of GA's common stock which they will receive in exchange for a like number of shares of AAMAC common stock issued prior to AAMAC's initial public offering which is currently held in escrow will continue to be subject to the restrictions on disbursements as provided in the escrow agreement entered into by AAMAC's initial stockholders in connection with AAMAC's initial public offering. 3.0 million of such shares will be released from escrow on the first anniversary of the closing date of the Acquisition and 4.5 million of such shares will continue to be held in escrow until GA's achievement of certain EBITDA targets. 2.85 million shares of AAMAC's common stock owned by AAMAC's initial stockholders will be cancelled upon the consummation of the Acquisition.
Upon the consummation of the Acquisition, GA's Board of Directors (the "Board") will be comprised of seven members. AAMAC will be entitled to designate three directors to the Board, at least two of whom will be independent. Great American will be entitled to designate four directors to the Board, at least two of whom will be independent. It is expected that AAMAC will designate Mark Klein and Michael Levitt to serve as directors of GA, and that Great American will designate Mr. Gumaer and Mr. Yellen to serve as directors of GA.
AAMAC intends to call a special meeting of its stockholders to seek approval of the Acquisition. AAMAC will also call a special meeting of its warrantholders to seek approval of a proposal to amend the agreement governing its outstanding warrants (the "Warrant Agreement") to permit AAMAC to redeem all of its issued and outstanding warrants for $0.50 per warrant in connection with and upon the consummation of the Acquisition and the related transactions (the "Warrant Redemption"). If the amendment to the Warrant Agreement is not approved and the Warrant Redemption is not consummated, all of AAMAC's outstanding warrants (including warrants underlying units) will become exercisable for shares of GA common stock following the Acquisition.
In connection with the Acquisition, AAMAC will file with the Securities and Exchange Commission a proxy statement in connection with the special meetings of its stockholders and warrantholders (the "Proxy Statement") and GA will file with the Securities and Exchange Commission a registration statement on Form S-4 (the "Registration Statement") to register the securities of GA to be issued to the securityholders of AAMAC. The Proxy Statement and the Registration Statement will include a joint proxy statement/prospectus, which will be sent to the stockholders and warrantholders of AAMAC, seeking their approval of, among other things, the Acquisition and the amendment to the Warrant Agreement. The consummation of the Acquisition is subject to the review and the declaration of effectiveness of the Registration Statement by the Securities and Exchange Commission, the approval of the Acquisition by AAMAC's stockholders and other customary closing conditions. It is also subject to holders of less than 30% of AAMAC's shares issued in its initial public offering voting against the transaction and electing to exercise their conversion rights.
GA intends to apply to have its common stock (and, if the Warrant Redemption is not consummated, its warrants and units) trade on the NYSE Amex.
Citigroup Global Markets Inc. and Financo, Inc. have served as financial advisors to AAMAC and Barrington Associates and B. Riley & Co. have served as financial advisors to Great American with respect to the Acquisition. Ellenoff Grossman & Schole LLP is serving as legal counsel for AAMAC. Paul, Hastings, Janofsky & Walker LLP is serving as legal counsel for Great American and Graubard Miller is serving as special counsel to Great American. Hand Baldachin & Amburgey LLP is serving as legal counsel for Financo, Inc.
DigitalGlobe Starts Trading $279M IPO
DigitalGlobe, a leading earth imaging and information company based in Longmont, Colo., today opened for trading on the New York Stock Exchange under the ticker symbol “DGI” after its successful initial public offering in which it raised $279.3 million in gross proceeds. DigitalGlobe is the fourth IPO by a U.S. company to list on the New York Stock Exchange this year.
“As a leading source of imagery products to government and commercial markets, DigitalGlobe is a fitting addition to the world’s leading marketplace for technology-based companies,” said Scott R. Cutler, NYSE Euronext EVP and Head of Listings, Americas. “We congratulate DigitalGlobe on the successful completion of its IPO and look forward to a beneficial and lasting partnership with the company and its shareholders.”
DigitalGlobe is the fourth domestic initial public offering to begin trading on the New York Stock Exchange this year following Mead Johnson Nutrition Company (NYSE: MJN - News), which raised $828 million in proceeds; Rosetta Stone (NYSE: RST - News), which raised $129 million in proceeds, and Bridgepoint Education (NYSE: BPI - News), which raised $163 million in proceeds.
“As a leading source of imagery products to government and commercial markets, DigitalGlobe is a fitting addition to the world’s leading marketplace for technology-based companies,” said Scott R. Cutler, NYSE Euronext EVP and Head of Listings, Americas. “We congratulate DigitalGlobe on the successful completion of its IPO and look forward to a beneficial and lasting partnership with the company and its shareholders.”
DigitalGlobe is the fourth domestic initial public offering to begin trading on the New York Stock Exchange this year following Mead Johnson Nutrition Company (NYSE: MJN - News), which raised $828 million in proceeds; Rosetta Stone (NYSE: RST - News), which raised $129 million in proceeds, and Bridgepoint Education (NYSE: BPI - News), which raised $163 million in proceeds.
PNC Financial Announces $75M Share Offering
The PNC Financial Services Group, Inc. (NYSE: PNC - News) today announced plans to sell up to 15 million shares of its common stock, par value $5.00 per share, from time to time through an "at the market" offering with Morgan Stanley & Co. Incorporated ("Morgan Stanley") as its sales agent. PNC has filed a prospectus supplement to its existing automatic shelf registration statement on file with the Securities and Exchange Commission (Commission File No. 333-139912) in connection with this offering.
Today's announcement is related to PNC's capital plan for increasing its Tier 1 common equity capital by $600 million following the results of the Supervisory Capital Assessment Program of the U.S. Department of the Treasury, the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency. PNC expects to further enhance its Tier 1 common equity through growth in retained earnings, the at-the-market offering and other capital raising alternatives
Today's announcement is related to PNC's capital plan for increasing its Tier 1 common equity capital by $600 million following the results of the Supervisory Capital Assessment Program of the U.S. Department of the Treasury, the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency. PNC expects to further enhance its Tier 1 common equity through growth in retained earnings, the at-the-market offering and other capital raising alternatives
Forest City Enterprises Prices $300.3M Sh Offering
Forest City Enterprises, Inc. (NYSE: FCEA - News and FCEB - News) today announced the pricing of its public offering of 45.5 million newly issued Class A common shares at $6.60 per share. The Company has granted underwriters a 30-day option to purchase up to an additional 6.8 million shares to cover over-allotments, if any. The joint book-running managers for this offering are Merrill Lynch & Co., Goldman, Sachs & Co. and Morgan Stanley. Subject to customary conditions, the offering is expected to close on May 19, 2009.
Wednesday, May 13, 2009
Ameren Corp $425M Note Offering To Close May 15
Ameren Corporation (NYSE: AEE - News) announced today that it is offering $425 million of its 8.875% Senior Notes due 2014. The transaction is expected to close on May 15, 2009. Ameren intends to use the net proceeds of the offering, together with other corporate funds, to repay a portion of its short-term debt consisting of its borrowings under a $300 million term loan agreement and to provide such amounts, by way of a capital contribution, loan or otherwise, to CILCORP Inc., its wholly owned subsidiary, to permit CILCORP Inc. to repay the outstanding $123,755,000 aggregate principal amount of its 8.700% senior notes due 2009, which senior notes mature October 15, 2009. The joint book-running managers for the offering are BNP Paribas Securities Corp., J.P. Morgan Securities Inc. and UBS Securities LLC
Canadian Pacific Railway Prices Debt Offering
Canadian Pacific Railway Limited (TSX/NYSE: CP) announced today that its wholly-owned subsidiary, Canadian Pacific Railway Company, has entered into an underwriting agreement providing for the issuance of US$350 million of 7.25% Notes due May 15, 2019. The transaction is expected to close May 15, 2009. CP intends to use the net proceeds from the offering to partially finance the repurchase of certain of its outstanding US dollar denominated long-term debt securities pursuant to a tender offer announced today. The balance, if any, will be used for general corporate purposes. This offering is consistent with CP's objective to enhance its capital structure and improve its debt maturity profile. JPMorgan and Morgan Stanley were joint bookrunners on the offering.
BB&T Corp Prices $1.5B Equity Offering
BB&T Corporation (NYSE: BBT - News) announced today that it has priced a public offering of 75 million shares of common stock at a price to the public of $20 per share for total gross proceeds of $1.5 billion. The underwriters have a 30-day option to purchase up to an additional 11.25 million shares of common stock from BB&T to cover over-allotments. Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are serving as joint book-running managers for the offering. BB&T Capital Markets, a division of Scott & Stringfellow, LLC, is acting as a co-manager for the offering.
Ford Motor To Offer $1.4B Common Shares
Ford Motor Company (NYSE: F - News) announced today that it has agreed to sell 300 million shares of its common stock in a public offering at a price of $4.75 per share for total gross proceeds of approximately $1.4 billion.
Ford also granted to the underwriters a 30-day option to purchase up to 45 million additional shares of common stock to cover over-allotments.
Net proceeds to Ford from the offering are expected to be used for general corporate purposes, including to fund with cash, instead of stock, a portion of the payments the company is required to make to the Voluntary Employee Beneficiary Association (VEBA) retiree health care trust with the United Auto Workers.
"We are pleased with this equity offering, which is another key step in our plan to transform Ford into an exciting, viable enterprise poised to return to profitability," said Alan Mulally, Ford president and CEO. "By issuing equity now and potentially funding a larger portion of our future VEBA obligations with cash, we are able to further improve our balance sheet and significantly reduce the potential dilutive impact of the VEBA obligations on existing shareholders."
Under the previously announced agreement in principle with the UAW, Ford has the option to settle up to 50 percent of its obligations to the VEBA in shares of Ford common stock. That includes three separate payments of $610 million due in December 2009, June 2010 and June 2011.
If Ford were to elect to settle those obligations by issuing stock to the VEBA, the number of shares Ford would have to issue would be calculated at the following share prices: December 2009: $2.00; June 2010: $2.10; and June 2011: $2.20. By accessing the equity market now and potentially using the proceeds to pay those VEBA obligations in cash, Ford is not only strengthening its balance sheet, but also significantly reducing the potential future dilutive impact of the UAW agreement.
Citi, Goldman, Sachs & Co., J.P. Morgan, Morgan Stanley, Deutsche Bank Securities Inc. and Merrill Lynch & Co. are acting as joint book-running managers of the offering.
Ford also granted to the underwriters a 30-day option to purchase up to 45 million additional shares of common stock to cover over-allotments.
Net proceeds to Ford from the offering are expected to be used for general corporate purposes, including to fund with cash, instead of stock, a portion of the payments the company is required to make to the Voluntary Employee Beneficiary Association (VEBA) retiree health care trust with the United Auto Workers.
"We are pleased with this equity offering, which is another key step in our plan to transform Ford into an exciting, viable enterprise poised to return to profitability," said Alan Mulally, Ford president and CEO. "By issuing equity now and potentially funding a larger portion of our future VEBA obligations with cash, we are able to further improve our balance sheet and significantly reduce the potential dilutive impact of the VEBA obligations on existing shareholders."
Under the previously announced agreement in principle with the UAW, Ford has the option to settle up to 50 percent of its obligations to the VEBA in shares of Ford common stock. That includes three separate payments of $610 million due in December 2009, June 2010 and June 2011.
If Ford were to elect to settle those obligations by issuing stock to the VEBA, the number of shares Ford would have to issue would be calculated at the following share prices: December 2009: $2.00; June 2010: $2.10; and June 2011: $2.20. By accessing the equity market now and potentially using the proceeds to pay those VEBA obligations in cash, Ford is not only strengthening its balance sheet, but also significantly reducing the potential future dilutive impact of the UAW agreement.
Citi, Goldman, Sachs & Co., J.P. Morgan, Morgan Stanley, Deutsche Bank Securities Inc. and Merrill Lynch & Co. are acting as joint book-running managers of the offering.
MGM Mirage Announces $1B Share Offering
MGM MIRAGE (NYSE: MGM - News) announced today that it has commenced an underwritten public offering of 81.0 million shares of its common stock. It is expected that the offering will have gross proceeds of approximately $1 billion. Merrill Lynch & Co., Deutsche Bank Securities, J.P. Morgan, Morgan Stanley and UBS Investment Bank are acting as joint book-running managers for the offering. The underwriters for the offering will have a 30-day option to purchase up to an additional 12.15 million shares of common stock from the Company to cover over-allotments, if any.
Tracinda Corporation, the holder of approximately 53.8% of the Company's common stock has indicated that it intends to purchase from the underwriter approximately 8.1 million of the shares sold in the offering.
The Company plans to use the net proceeds from the offering, together with the net proceeds of a concurrent offering of senior secured notes, to (i) repay not less than $750 million of the outstanding amount under its senior credit facility, (ii) redeem all of the 7.25% senior debentures due 2017 of Mirage Resorts, Incorporated, (iii) purchase all of the Company's 6.0% senior notes due 2009 and all of the 6.50% senior notes due 2009 of Mandalay Resort Group tendered in pending tender offers, and (iv) for general corporate purposes.
Tracinda Corporation, the holder of approximately 53.8% of the Company's common stock has indicated that it intends to purchase from the underwriter approximately 8.1 million of the shares sold in the offering.
The Company plans to use the net proceeds from the offering, together with the net proceeds of a concurrent offering of senior secured notes, to (i) repay not less than $750 million of the outstanding amount under its senior credit facility, (ii) redeem all of the 7.25% senior debentures due 2017 of Mirage Resorts, Incorporated, (iii) purchase all of the Company's 6.0% senior notes due 2009 and all of the 6.50% senior notes due 2009 of Mandalay Resort Group tendered in pending tender offers, and (iv) for general corporate purposes.
BioMed Realty Prices $166M Share Offering
BioMed Realty Trust, Inc. (NYSE: BMR - News) today announced the pricing of its public offering of 16,000,000 shares of its common stock at $10.40 per share. The offering is expected to close on or about May 18, 2009. Gross proceeds from the offering will be approximately $166.4 million.
BioMed expects to use the net proceeds of the offering to repay a portion of the outstanding indebtedness under its $600.0 million unsecured line of credit and for other general corporate and working capital purposes.
All of the shares are being sold by the company. BioMed has also granted the underwriters a 30-day option to purchase up to an additional 2,400,000 shares to cover over-allotments, if any. Raymond James & Associates, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC, Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC are the joint book-running managers for the offering
BioMed expects to use the net proceeds of the offering to repay a portion of the outstanding indebtedness under its $600.0 million unsecured line of credit and for other general corporate and working capital purposes.
All of the shares are being sold by the company. BioMed has also granted the underwriters a 30-day option to purchase up to an additional 2,400,000 shares to cover over-allotments, if any. Raymond James & Associates, Inc., KeyBanc Capital Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC, Wachovia Capital Markets, LLC and Credit Suisse Securities (USA) LLC are the joint book-running managers for the offering
Delta Pete Prices $247M Share Offering
Delta Petroleum Corporation (Nasdaq: DPTR - News), an independent oil and gas exploration and development company, today announced the closing of its underwritten registered public offering of common stock.
Delta sold 172.5 million shares of its common stock at a public offering price of $1.50 per share, including 22.5 million shares purchased by the underwriters upon the exercise of their over-allotment option. J.P. Morgan Securities Inc., BMO Capital Markets Corp. and Deutsche Bank Securities Inc. acted as joint book-running managers for the offering. Several of Delta's existing stockholders, including Tracinda Corporation, participated in the offering.
The offering resulted in aggregate net proceeds to Delta of approximately $247.3 million. Delta intends to use at least $70.0 million of the net proceeds to reduce amounts outstanding under its credit agreement, and the balance for working capital, primarily for reduction of accounts payable.
Delta sold 172.5 million shares of its common stock at a public offering price of $1.50 per share, including 22.5 million shares purchased by the underwriters upon the exercise of their over-allotment option. J.P. Morgan Securities Inc., BMO Capital Markets Corp. and Deutsche Bank Securities Inc. acted as joint book-running managers for the offering. Several of Delta's existing stockholders, including Tracinda Corporation, participated in the offering.
The offering resulted in aggregate net proceeds to Delta of approximately $247.3 million. Delta intends to use at least $70.0 million of the net proceeds to reduce amounts outstanding under its credit agreement, and the balance for working capital, primarily for reduction of accounts payable.
Nordic American Tanker Prices $147M Sh Offering
Nordic American Tanker Shipping Ltd (NAT.N) said a public offering of 4 million common shares was priced at $32 a share, a 11 percent discount to the stock's Tuesday close.
The offering is expected to close on May 18 and the underwriters have a 30-day option to purchase up to 600,000 additional shares to cover over-allotments, the company said in a statement.
Morgan Stanley is acting as the bookrunning manager for the offering and DnB NOR Markets Inc is the co-manager, it said.
The offering is expected to close on May 18 and the underwriters have a 30-day option to purchase up to 600,000 additional shares to cover over-allotments, the company said in a statement.
Morgan Stanley is acting as the bookrunning manager for the offering and DnB NOR Markets Inc is the co-manager, it said.
Standard Chartered Launches $1.5B Note Offering
Standard Chartered (STAN.L) on Wednesday launched its $1.5 billion 5.5-year note sale, with pricing expected later on Wednesday. said IFR, a Thomson Reuters service.
The notes are expected to yield 362.5 basis points over U.S. Treasuries, according to IFR.
Barclays, Deutsche Bank, Goldman Sachs and Societe Generale are managing the sale.
The notes are expected to yield 362.5 basis points over U.S. Treasuries, according to IFR.
Barclays, Deutsche Bank, Goldman Sachs and Societe Generale are managing the sale.
Open Table $42M IPO To Price May 20
OpenTable Inc, an online reservation system used in about 10,000 restaurants in the United States, will price its planned initial public offering on May 20, and begin trading the following day, a source close to the deal said Wednesday.
OpenTable, which is based in San Francisco, plans to sell 3 million shares in an estimated range of $12 to $14 per share in the deal, which is being underwritten by Bank of America Merrill Lynch (BAC.N).
Last week, OpenTable set terms for the IPO, which will be the first by a U.S. company on Nasdaq this year if it launches, and said in a filing it expected the deal to net proceeds of about $16.1 million, according to a regulatory filing.
About 48 percent of the shares are being sold by existing shareholders.
For the years ended Dec. 31, 2007, and 2008, OpenTable's revenue was $41.1 million and $55.8 million, respectively.
OpenTable, which filed for its IPO in January, has applied to have its common stock listed on The Nasdaq Global Market under the symbol "OPEN."
OpenTable, which is based in San Francisco, plans to sell 3 million shares in an estimated range of $12 to $14 per share in the deal, which is being underwritten by Bank of America Merrill Lynch (BAC.N).
Last week, OpenTable set terms for the IPO, which will be the first by a U.S. company on Nasdaq this year if it launches, and said in a filing it expected the deal to net proceeds of about $16.1 million, according to a regulatory filing.
About 48 percent of the shares are being sold by existing shareholders.
For the years ended Dec. 31, 2007, and 2008, OpenTable's revenue was $41.1 million and $55.8 million, respectively.
OpenTable, which filed for its IPO in January, has applied to have its common stock listed on The Nasdaq Global Market under the symbol "OPEN."
Frontier To Buy Verizon Rural Lines For $5.25B
Verizon Communications Inc (VZ.N) will sell 4.8 million rural phone lines to Frontier Communications Inc (FTR.N) for $5.25 billion in stock, getting rid of the declining business to focus on wireless and broadband services.
The deal will triple the size of Frontier, making it the largest rural-only service provider in the United States. Frontier, whose shares fell slightly, said the deal will boost earnings and provide $500 million in annual savings.
The deal comes amid a wave of consolidation in the rural phone market, as providers seek to cut costs as more consumers cancel landlines. Last year, CenturyTel Inc (CTL.N) announced a deal to buy Embarq Corp (EQ.N) for $5.8 billion in stock.
Frontier Chief Executive Maggie Wilderotter told Reuters she would expand high-speed Internet services, now only in 60 percent of the lines being bought.
"These markets have a lot of upside opportunity from a revenue perspective," Wilderotter said in an interview. "One of the things we're going to be very focused on is bringing broadband to rural America in these 14 states."
Frontier said it needs to cut its per-share dividend to 75 cents a year, from $1, after the deal. On the plus side, the deal reduces its debt-to-equity ratio to 2.6 from 3.8.
This is the latest of several deals where Verizon has shed traditional home phone lines in markets it views as less strategic to focus on more-lucrative wireless customers and nascent video services that compete with cable companies.
"Shareholders see this transaction boosting Verizon's growth rate because it lowers the exposure to declining legacy phone assets while increasing exposure to wireless, video and the enterprise segment," said UBS analyst John Hodulik.
One person familiar with the situation said that Verizon was unlikely to sell any more rural lines after the Frontier deal as it has already sold properties in Hawaii and New England.
Wilderotter said the deal means that Frontier will be offering Verizon's FiOS video service in four states.
She said Frontier, which provides video services in a partnership with DISH Network Corp (DISH.O) in its current markets, would see how FiOS works before deciding if it would expand that service into other markets.
"We believe the penetration of a triple play for voice video and data will be a huge upside as well," she said.
Frontier said the deal would add to free cash flow in the second full year of operation, increasing free cash flow in a double-digit percentage range in the third year and beyond.
Stifel Nicolaus analyst Chris King said he thought it was a good acquisition for Frontier, but noted, "They'll have to get past the initial reaction that anyone who buys assets from Verizon is a fool."
King cited the recent bankruptcy filings of Idearc (IDARQ.PK), Verizon's spin-off of its phone book business and Hawaiian Telecom, which it sold to private equity investors. He also noted that Fairpoint Communications Inc (FRP.N), another buyer of Verizon assets, was trading at little over a dollar.
But King said the deleveraging and the savings promised by the latest deal made it attractive to Frontier shareholders.
With more than 7 million access lines in 27 states, Frontier would become the largest pure U.S. rural provider of voice, broadband and video services. Other rural providers include Windstream Corp (WIN.N).
By combining the assets, Frontier said it would have had 2008 revenue of $6.5 billion and $3.1 billion earnings before interest, tax, depreciation and amortization.
Under the deal, Verizon will create a separate company for the assets being sold. That company will simultaneously be spun off to Verizon shareholders and merged with Frontier.
Verizon shareholders will own between 66 percent and 71 percent of the new company after the deal closes, while Frontier shareholders will own between 29 percent and 34 percent. The deal is expected to close within 12 months.
Frontier will assume $3.3 billion of debt as part of the deal, but Wilderotter said the reduced debt to equity ratio from the deal would help the company's financial flexibility.
The exact number of shares to be issued will be determined by Frontier's average 30-day share price before the close, but the per-share price will be collared between $7 and $8.50.
Frontier shares were down 3 cents at $7.54 on the New York Stock Exchange, where Verizon shares were flat at $30.40. Verizon shareholders will receive one share of Frontier stock for roughly 4.2 shares of Verizon stock held as of the record date.
Frontier will acquire Verizon's wireline business in 14 states, increasing the number of access lines in its portfolio to 7 million and about 11,000 Verizon employees will move to Frontier as part of the transaction.
Citigroup Inc (C.N) and Evercore Partners acted as financial advisers to Frontier. Barclays Cap and JPMorgan Securities advised Verizon. Cravath, Swaine & Moore LLP acted as legal adviser to Frontier.
The deal will triple the size of Frontier, making it the largest rural-only service provider in the United States. Frontier, whose shares fell slightly, said the deal will boost earnings and provide $500 million in annual savings.
The deal comes amid a wave of consolidation in the rural phone market, as providers seek to cut costs as more consumers cancel landlines. Last year, CenturyTel Inc (CTL.N) announced a deal to buy Embarq Corp (EQ.N) for $5.8 billion in stock.
Frontier Chief Executive Maggie Wilderotter told Reuters she would expand high-speed Internet services, now only in 60 percent of the lines being bought.
"These markets have a lot of upside opportunity from a revenue perspective," Wilderotter said in an interview. "One of the things we're going to be very focused on is bringing broadband to rural America in these 14 states."
Frontier said it needs to cut its per-share dividend to 75 cents a year, from $1, after the deal. On the plus side, the deal reduces its debt-to-equity ratio to 2.6 from 3.8.
This is the latest of several deals where Verizon has shed traditional home phone lines in markets it views as less strategic to focus on more-lucrative wireless customers and nascent video services that compete with cable companies.
"Shareholders see this transaction boosting Verizon's growth rate because it lowers the exposure to declining legacy phone assets while increasing exposure to wireless, video and the enterprise segment," said UBS analyst John Hodulik.
One person familiar with the situation said that Verizon was unlikely to sell any more rural lines after the Frontier deal as it has already sold properties in Hawaii and New England.
Wilderotter said the deal means that Frontier will be offering Verizon's FiOS video service in four states.
She said Frontier, which provides video services in a partnership with DISH Network Corp (DISH.O) in its current markets, would see how FiOS works before deciding if it would expand that service into other markets.
"We believe the penetration of a triple play for voice video and data will be a huge upside as well," she said.
Frontier said the deal would add to free cash flow in the second full year of operation, increasing free cash flow in a double-digit percentage range in the third year and beyond.
Stifel Nicolaus analyst Chris King said he thought it was a good acquisition for Frontier, but noted, "They'll have to get past the initial reaction that anyone who buys assets from Verizon is a fool."
King cited the recent bankruptcy filings of Idearc (IDARQ.PK), Verizon's spin-off of its phone book business and Hawaiian Telecom, which it sold to private equity investors. He also noted that Fairpoint Communications Inc (FRP.N), another buyer of Verizon assets, was trading at little over a dollar.
But King said the deleveraging and the savings promised by the latest deal made it attractive to Frontier shareholders.
With more than 7 million access lines in 27 states, Frontier would become the largest pure U.S. rural provider of voice, broadband and video services. Other rural providers include Windstream Corp (WIN.N).
By combining the assets, Frontier said it would have had 2008 revenue of $6.5 billion and $3.1 billion earnings before interest, tax, depreciation and amortization.
Under the deal, Verizon will create a separate company for the assets being sold. That company will simultaneously be spun off to Verizon shareholders and merged with Frontier.
Verizon shareholders will own between 66 percent and 71 percent of the new company after the deal closes, while Frontier shareholders will own between 29 percent and 34 percent. The deal is expected to close within 12 months.
Frontier will assume $3.3 billion of debt as part of the deal, but Wilderotter said the reduced debt to equity ratio from the deal would help the company's financial flexibility.
The exact number of shares to be issued will be determined by Frontier's average 30-day share price before the close, but the per-share price will be collared between $7 and $8.50.
Frontier shares were down 3 cents at $7.54 on the New York Stock Exchange, where Verizon shares were flat at $30.40. Verizon shareholders will receive one share of Frontier stock for roughly 4.2 shares of Verizon stock held as of the record date.
Frontier will acquire Verizon's wireline business in 14 states, increasing the number of access lines in its portfolio to 7 million and about 11,000 Verizon employees will move to Frontier as part of the transaction.
Citigroup Inc (C.N) and Evercore Partners acted as financial advisers to Frontier. Barclays Cap and JPMorgan Securities advised Verizon. Cravath, Swaine & Moore LLP acted as legal adviser to Frontier.
RR Donnelly To Buy Quebecor World For $1.35B
Commercial printer R.R. Donnelley & Sons Co (RRD.N) said it has offered to buy the assets and properties of insolvent rival Quebecor World (IQW.TO) for about $1.35 billion in a cash and stock deal.
Donnelley said it will pay the commercial printer's debtors about $957 million in cash, and 30 million of its shares, valued at $394.2 million, based on Monday's closing price of $13.14 each.
The transaction, which is expected to add to Donnelley's earnings within 12 months of combined operations, is not subject to any financing conditions and no shareholder approval is required, the company said in a statement.
Quebecor World said on Wednesday that its board is currently reviewing Donnelley's proposal and will discuss it with its major stakeholders. It said it still plans to proceed with court hearings in Canada and the United States later this week to consider the approval of its restructuring plan.
Montreal-based Quebecor World, which is hoping to emerge from bankruptcy protection this summer, prints books, magazines, directories and advertising materials. It filed for court protection in January 2008 and currently has about 20,000 employees.
"We believe that the proposed transaction set out in this letter is superior for the Quebecor debtors and their creditors to the restructuring proposed by the plans in their current form," Donnelley's chief executive, Thomas Quinlan, said in a letter to Quebecor World management.
Shares of Chicago-based Donnelley were down 6.16 percent at $12.19 on the New York Stock Exchange at midday on Wednesday.
Donnelley said it will pay the commercial printer's debtors about $957 million in cash, and 30 million of its shares, valued at $394.2 million, based on Monday's closing price of $13.14 each.
The transaction, which is expected to add to Donnelley's earnings within 12 months of combined operations, is not subject to any financing conditions and no shareholder approval is required, the company said in a statement.
Quebecor World said on Wednesday that its board is currently reviewing Donnelley's proposal and will discuss it with its major stakeholders. It said it still plans to proceed with court hearings in Canada and the United States later this week to consider the approval of its restructuring plan.
Montreal-based Quebecor World, which is hoping to emerge from bankruptcy protection this summer, prints books, magazines, directories and advertising materials. It filed for court protection in January 2008 and currently has about 20,000 employees.
"We believe that the proposed transaction set out in this letter is superior for the Quebecor debtors and their creditors to the restructuring proposed by the plans in their current form," Donnelley's chief executive, Thomas Quinlan, said in a letter to Quebecor World management.
Shares of Chicago-based Donnelley were down 6.16 percent at $12.19 on the New York Stock Exchange at midday on Wednesday.
Tuesday, May 12, 2009
Inland Real Estate Prices $114M Share Offering
Inland Real Estate Corporation (NYSE: IRC - News) (the “Company”) today announced that it has priced its public offering of 16.0 million shares of its common stock at $6.50 per share. The Company has granted the underwriters a 30-day option to purchase up to an additional 2.4 million shares of common stock to cover over-allotments, if any. The Company expects the net proceeds from the offering, before offering expenses, to be approximately $99.3 million or approximately $114.2 million if the underwriters' option to purchase additional shares is exercised in full.
Merrill Lynch & Co. and Wachovia Securities are acting as joint book-running managers for the offering. BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. are acting as co-lead managers for the offering.
Merrill Lynch & Co. and Wachovia Securities are acting as joint book-running managers for the offering. BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. are acting as co-lead managers for the offering.
Oilsands Quest Closes $30M Equity Offering
Oilsands Quest Inc. (Amex: BQI - News; the "Company") announced today the completion of its previously-announced marketed public offering (the "Offering"). A total of 35,075,000 units ("Units") were issued to investors at a price of US$0.85 per Unit for gross proceeds to Oilsands Quest of US$29.8 million, including the over-allotment option.
Each Unit is comprised of one common share ("Share") and one-half of a common share purchase warrant of the Company ("Warrant") with each whole Warrant entitling the purchaser to purchase one Share of the Company for US$1.10 until May 12, 2011.
The Warrants associated with these Units are listed for trading on the NYSE Amex under the symbol BQI.WS.A.
The Offering was made through a syndicate of agents led by Genuity Capital Markets and TD Securities Inc. and included Canaccord Capital Corporation, Dundee Securities Corporation and RBC Capital Markets (the "Agents"). The over-allotment option granted to the Agents was exercised to purchase 4,575,000 Shares and 2,287,500 Warrants.
The Company will use the funds to continue its testing activities at Test Sites 1 and 3, continue its exploration activities on its existing permits and licenses and for general corporate purposes. Specific allocations of the proceeds for such purposes have not been made at this time.
About Oilsands Quest
Oilsands Quest Inc. is exploring Canada's largest holding of contiguous oil sands permits and licences, located in Saskatchewan and Alberta, and developing Saskatchewan's first global-scale oil sands discovery. It is leading the establishment of the province of Saskatchewan's emerging oil sands industry
Each Unit is comprised of one common share ("Share") and one-half of a common share purchase warrant of the Company ("Warrant") with each whole Warrant entitling the purchaser to purchase one Share of the Company for US$1.10 until May 12, 2011.
The Warrants associated with these Units are listed for trading on the NYSE Amex under the symbol BQI.WS.A.
The Offering was made through a syndicate of agents led by Genuity Capital Markets and TD Securities Inc. and included Canaccord Capital Corporation, Dundee Securities Corporation and RBC Capital Markets (the "Agents"). The over-allotment option granted to the Agents was exercised to purchase 4,575,000 Shares and 2,287,500 Warrants.
The Company will use the funds to continue its testing activities at Test Sites 1 and 3, continue its exploration activities on its existing permits and licenses and for general corporate purposes. Specific allocations of the proceeds for such purposes have not been made at this time.
About Oilsands Quest
Oilsands Quest Inc. is exploring Canada's largest holding of contiguous oil sands permits and licences, located in Saskatchewan and Alberta, and developing Saskatchewan's first global-scale oil sands discovery. It is leading the establishment of the province of Saskatchewan's emerging oil sands industry
Bank of NY Mellon Prices $1.2B Share Offering
The Bank of New York Mellon Corporation (NYSE: BK - News), the global leader in asset management and securities servicing, announced it has priced an upsized $1.2 billion offering of 42 million shares of its common stock at $28.75 per share. The underwriters will have a 30-day option to purchase up to an additional 6.3 million shares of the company's common stock.
Goldman, Sachs & Co. and Morgan Stanley are serving as joint bookrunning managers for the offering. Barclays Capital Inc.; BNY Mellon Capital Markets, LLC; Citigroup Global Markets Inc.; Merrill Lynch & Co.; and UBS Securities LLC are acting as co-managers for the offering.
Goldman, Sachs & Co. and Morgan Stanley are serving as joint bookrunning managers for the offering. Barclays Capital Inc.; BNY Mellon Capital Markets, LLC; Citigroup Global Markets Inc.; Merrill Lynch & Co.; and UBS Securities LLC are acting as co-managers for the offering.
Sterling Banchsares Completes $54.8M Sh Offering
Sterling Bancshares, Inc. (Nasdaq: SBIB - News) announced today that it has completed the previously announced registered offering of 8.28 million shares of common stock, which includes 1.08 million shares issued pursuant to the underwriter's over-allotment option. On May 8, 2009, the common stock underwriter, Morgan Stanley & Co. Incorporated, exercised in full their option to purchase the additional 1.08 million shares. The offering resulted in net proceeds of approximately $54.8 million, after deducting underwriting fees and estimated offering expenses. The capital raise positions Sterling to take advantage of growth opportunities within its target markets, including potential acquisitions and the continued hiring of talented bankers and personnel.
Panostaja Acquired Bewator For 8M Euros
Panostaja, a Finnish private equity firm, agreed to acquire Bewator, a Finnish high security technology supplier, from Siemens Osakeyhtio for 8.1 million Euros. Bank of America Merrill Lynch advised Panostaja; Access Partners advised Bewator.
Micro Focus To Acquire Compuware Biz for $80M
Micro Focus International, a software provider, agreed to acquire the Testing and ASQ business of Compuware Corp, a software tools and IT solutions company, for $80 million. Arma Partners advised Micro Focus; while Updata Advisors advised Compuware.
Oyak Cement Buys Lafarge Turkish Ops For 163M Euros
Oyak Cement Group has agreed to acquire the cement, concrete and aggregrate operations in Mamara and West Black Sea regions of Turkey from Lafarge for 163M Euros. JPMorgan advised Lafarge.
Aquamit To Buy Quadrant For 177M Euros
Aquamit, a Dutch investment company, launched a tender offer to acquire Quadrant Holding, a Swiss polymer material provider, for 177 million Euros. Citigroup advised Aquamit; Pricewaterhouse Coopers advised Quadrant.
Dyas Buys Oranje-Nassau Oil & Gas Unit For 630M Eur
A consortium led by Dyas has agreed to acquire the oil and gas activities of Oranje-Nassau Groep, a Dutch investment company, for 630 million Euros. RBC advised the consortium.
LLoyds Announces $3B Note Offering
Lloyds TSB Bank plc (LLOY.L) on Tuesday launched a $3 billion note sale with the backing of the UK government's guarantee program, IFR reported.
The bank is planning to sell $500 million in 2-year fixed-rate notes, priced at a yield spread of 80 basis points over comparable Treasuries, said IFR, a Thomson Reuters service.
It is planning to sell $2.5 billion of 3-year fixed-rate notes at 100 basis points over Treasuries.
Citigroup, Banc of America Securities, Goldman Sachs and Lloyds are lead managers on the deal.
The bank is planning to sell $500 million in 2-year fixed-rate notes, priced at a yield spread of 80 basis points over comparable Treasuries, said IFR, a Thomson Reuters service.
It is planning to sell $2.5 billion of 3-year fixed-rate notes at 100 basis points over Treasuries.
Citigroup, Banc of America Securities, Goldman Sachs and Lloyds are lead managers on the deal.
Alpha Natural Res. To Buy Foundation Coal For $2B
Coal miner Alpha Natural Resources Inc (ANR.N) on Tuesday agreed to buy smaller rival Foundation Coal Holdings Inc (FCL.N) for about $1.5 billion in stock, in a deal that would create the third-largest U.S. coal producer.
The $2 billion deal, which includes $530 million debt, values Foundation at $32.73 a share and is at a 41 percent premium to its Monday closing price. Foundation shares surged more than 27 percent in early trade on the New York Stock Exchange.
The combined company will operate 59 coal mines and 14 preparation plants across the United States with reserves of more than 2.3 billion tons of coal, Alpha Natural said.
"We're creating a true U.S. leader in the energy sector with balance, size and scale," said Michael Quillen, CEO of Alpha.
Coal prices rose in recent years on demand for power generation and steel production in China and other developing economies.
But prices fell later as demand slumped amid the economic downturn prompting many large coal miners, including Alpha, to comment that they were looking at acquisition opportunities in the sector.
DEAL DYNAMICS
Under the deal, Foundation stockholders will receive 1.084 shares of the new company for each share held, while each share of Alpha will automatically become one share of the combined company.
Alpha Natural expects the deal to add to adjusted earnings and cash flow earnings in 2010.
The total consideration consists of about 50 million shares of the new company's stock and assumes about $530 million of Foundation Coal's debt, Alpha Natural said.
The combined company will have a market capitalization of $3.5 billion and proforma 2008 revenue of $4.2 billion. Alpha Natural shareholders will own 59 percent of the combined company and Foundation shareholders will own the rest.
Upon closing of the deal, Alpha's current president Kevin Crutchfield will become chief executive officer of the combined company.
The deal, which is approved by both the companies, is expected to be completed later this year.
The combined company will retain the "Alpha" name and will continue to trade on the New York Stock Exchange under Alpha's current ticker symbol "ANR".
The $2 billion deal, which includes $530 million debt, values Foundation at $32.73 a share and is at a 41 percent premium to its Monday closing price. Foundation shares surged more than 27 percent in early trade on the New York Stock Exchange.
The combined company will operate 59 coal mines and 14 preparation plants across the United States with reserves of more than 2.3 billion tons of coal, Alpha Natural said.
"We're creating a true U.S. leader in the energy sector with balance, size and scale," said Michael Quillen, CEO of Alpha.
Coal prices rose in recent years on demand for power generation and steel production in China and other developing economies.
But prices fell later as demand slumped amid the economic downturn prompting many large coal miners, including Alpha, to comment that they were looking at acquisition opportunities in the sector.
DEAL DYNAMICS
Under the deal, Foundation stockholders will receive 1.084 shares of the new company for each share held, while each share of Alpha will automatically become one share of the combined company.
Alpha Natural expects the deal to add to adjusted earnings and cash flow earnings in 2010.
The total consideration consists of about 50 million shares of the new company's stock and assumes about $530 million of Foundation Coal's debt, Alpha Natural said.
The combined company will have a market capitalization of $3.5 billion and proforma 2008 revenue of $4.2 billion. Alpha Natural shareholders will own 59 percent of the combined company and Foundation shareholders will own the rest.
Upon closing of the deal, Alpha's current president Kevin Crutchfield will become chief executive officer of the combined company.
The deal, which is approved by both the companies, is expected to be completed later this year.
The combined company will retain the "Alpha" name and will continue to trade on the New York Stock Exchange under Alpha's current ticker symbol "ANR".
Monday, May 11, 2009
Microsoft Launches $3.75B Note Offering In 3 Parts
Microsoft Corp (MSFT.O) on Monday launched a $3.75 billion debt issue, its first foray into the U.S. corporate bond market as it joined a spate of companies taking advantage of good borrowing conditions.
The cash-rich, "triple-A" rated Microsoft announced its first debt authorization last September, allowing it to issue up to $6 billion in debt. The bond sale, expected to price later on Monday, has attracted about $10 billion in demand, market sources said.
The sale is expected to include $2 billion of five-year notes yielding about 95 basis points over U.S. Treasuries, $1 billion of 10-year notes yielding about 105 basis points over Treasuries, and $750 million of 30-year bonds yielding about 105 basis points over Treasuries, according to IFR, a Thomson Reuters service.
Microsoft, the world's largest software maker, has already issued about a third of its $6 billion debt authorization in the commercial paper market. It does not need financing but will use the proceeds for general corporate purposes, including working capital and buying back stock, according to a spokesman.
The company decided to take advantage of "good market conditions and Microsoft's great credit rating," a spokesman said. The software giant is rated AAA by Moody's Investor Service and Standard & Poor's and AA-plus, one notch lower, by Fitch Ratings.
Microsoft had cash and short-term investments worth $25.3 billion at the end of March.
Its shares were up 15 cents to $19.57 in afternoon trading on Nasdaq.
The deal is being led by JPMorgan (JPM.N) and Morgan Stanley (MS.N), with Banc of America Securities (BAC.N) and Citigroup (C.N) as passive managers.
The debt sale had sparked talk that Microsoft could be readying a bid for German business management software firm SAP (SAPG.DE), in light of a recent article in Barron's citing an analyst as saying SAP cannot remain independent forever.
SAP Co-Chief Executive Leo Apotheker, in New York unveiling an acquisition, declined to comment on a possible Microsoft bid but did say he believes his firm should stay independent.
SAP's stock was up 2.85 percent in Germany.
The cash-rich, "triple-A" rated Microsoft announced its first debt authorization last September, allowing it to issue up to $6 billion in debt. The bond sale, expected to price later on Monday, has attracted about $10 billion in demand, market sources said.
The sale is expected to include $2 billion of five-year notes yielding about 95 basis points over U.S. Treasuries, $1 billion of 10-year notes yielding about 105 basis points over Treasuries, and $750 million of 30-year bonds yielding about 105 basis points over Treasuries, according to IFR, a Thomson Reuters service.
Microsoft, the world's largest software maker, has already issued about a third of its $6 billion debt authorization in the commercial paper market. It does not need financing but will use the proceeds for general corporate purposes, including working capital and buying back stock, according to a spokesman.
The company decided to take advantage of "good market conditions and Microsoft's great credit rating," a spokesman said. The software giant is rated AAA by Moody's Investor Service and Standard & Poor's and AA-plus, one notch lower, by Fitch Ratings.
Microsoft had cash and short-term investments worth $25.3 billion at the end of March.
Its shares were up 15 cents to $19.57 in afternoon trading on Nasdaq.
The deal is being led by JPMorgan (JPM.N) and Morgan Stanley (MS.N), with Banc of America Securities (BAC.N) and Citigroup (C.N) as passive managers.
The debt sale had sparked talk that Microsoft could be readying a bid for German business management software firm SAP (SAPG.DE), in light of a recent article in Barron's citing an analyst as saying SAP cannot remain independent forever.
SAP Co-Chief Executive Leo Apotheker, in New York unveiling an acquisition, declined to comment on a possible Microsoft bid but did say he believes his firm should stay independent.
SAP's stock was up 2.85 percent in Germany.
CBS Prices $750M Sr Note Offering In Two Tranches
CBS Corp (CBS.N) on Friday sold $750million in two-part senior notes, said IFR, a Thomson Reutersservice. Bank of America, Citigroup, JP Morgan and UBS were the
joint bookrunning managers for the sale.
joint bookrunning managers for the sale.
Hasbro Prices $425M Note Offering
Hasbro Inc (HAS.N), the No. 2 U.S.toymaker, on Friday sold $425 million in five-year notes, saidIFR, a Thomson Reuters service. The size of the deal was increased from an originally
planned $400 million. Bank of America and Royal Bank of Scotland were the joint
bookrunning managers for the sale.
planned $400 million. Bank of America and Royal Bank of Scotland were the joint
bookrunning managers for the sale.
US Bancorp Announces $1B Note Offering
US Bancorp on Monday launched its $1 billion five-year note sale, with pricing expected later on Monday, said a market source familiar with the sale.
The notes are expected to yield 215 basis points over U.S. Treasuries.
The joint lead managers on the sale are Goldman Sachs and Morgan Stanley
The notes are expected to yield 215 basis points over U.S. Treasuries.
The joint lead managers on the sale are Goldman Sachs and Morgan Stanley
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