Sunday, June 28, 2009
Week of June 29
There will be no new posts for the week of June 29. Please come back and join me for more mergers, acquisition, equity and debt news beginning July 6. Have a great July 4th holiday.
Friday, June 26, 2009
Cyberspace Investment News Friday June 26 Report
Good evening, this is Laura Speizman , Cyberspace Investment News, with the Friday June 26 report.
The Dow Jones and S&P 500 closed lower for the second week in a row, while the Nasdaq posted slim gains for the week.
Merger activity has had a modest rebound in the past couple of weeks. Highlights of this activity included Sinopec’s acquisition of Addax Petroleum for $7.3 billion, while Holcim, the cement manufacturer, acquired Cemex Australia for $1.6 billion.
Meanwhile debt offerings included Merck, the pharmaceutical company’s, $4.25 billion note offering, Telefonica Emsiones $2.25 billion note offering, and Gas Natural SDG’s 2.5 billion Euro note offering.
While equity has been quieter lately, there have been a couple of IPO’s with VisaNet, the Brazilian Visa affiliate, announcing a $4.3 billion IPO and Western Asset closing a $218.5 million IPO for its fund.
This has been the Friday report. Good night.
The Dow Jones and S&P 500 closed lower for the second week in a row, while the Nasdaq posted slim gains for the week.
Merger activity has had a modest rebound in the past couple of weeks. Highlights of this activity included Sinopec’s acquisition of Addax Petroleum for $7.3 billion, while Holcim, the cement manufacturer, acquired Cemex Australia for $1.6 billion.
Meanwhile debt offerings included Merck, the pharmaceutical company’s, $4.25 billion note offering, Telefonica Emsiones $2.25 billion note offering, and Gas Natural SDG’s 2.5 billion Euro note offering.
While equity has been quieter lately, there have been a couple of IPO’s with VisaNet, the Brazilian Visa affiliate, announcing a $4.3 billion IPO and Western Asset closing a $218.5 million IPO for its fund.
This has been the Friday report. Good night.
VisaNet Brazil's Visa Affiliate Announces $4.3B IPO
The Brazilian securities regulator announced Friday that VisaNet, the credit card processor that is Visa’s Brazilian affiliate, would raise 8.4 billion reais ($4.3 billion) in an initial public offering.
The issue is the largest in the world since last summer and an all-time record for Brazil, the largest economy in Latin America.
Visanet, officially known as the Cia. Brasileira de Meios de Pagamentos, the São Paulo-based processor of payments for the credit card network, is selling 559.8 million voting shares at 15 reais each.
Banco Bradesco BBI, which holds a 40 percent stake in the company, is leading the offer, alongside several other Brazilian banks. JPMorgan has also been named as a bookrunner.
The issue is the largest in the world since last summer and an all-time record for Brazil, the largest economy in Latin America.
Visanet, officially known as the Cia. Brasileira de Meios de Pagamentos, the São Paulo-based processor of payments for the credit card network, is selling 559.8 million voting shares at 15 reais each.
Banco Bradesco BBI, which holds a 40 percent stake in the company, is leading the offer, alongside several other Brazilian banks. JPMorgan has also been named as a bookrunner.
Torchmark Prices $300M Sr Note Offering
Torchmark Corporation (NYSE: TMK - News) announced today that it has priced an offering of $300 million in aggregate principal amount of 9.25% Senior Notes that will mature in 2019. Torchmark expects the offering to close on June 30, 2009, subject to the satisfaction of customary closing conditions. The net proceeds of the offering will be used for the repayment of the $99.45 million in aggregate principal amount of Torchmark's 8.25% Senior Debentures that mature on August 15, 2009, and general corporate purposes.
Wachovia Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers for the offering.
Wachovia Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers for the offering.
Western Asset Fund Closes $218.5M IPO
Western Asset Investment Grade Defined Opportunity Trust Inc. (the “Fund”) announced today the successful completion of its initial public offering. The Fund raised approximately $218.5 million in its common share offering, assuming full exercise of the underwriters’ overallotment option, which may or may not occur. Its shares began trading today on the New York Stock Exchange under the symbol “IGI.”
The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in investment grade corporate fixed income securities of varying maturities. While the Fund may invest up to 20% of its net assets in below investment grade securities, the portfolio’s average overall credit quality will be investment grade.
“IGI represents a timely opportunity to take advantage of the current attractive valuation of bonds issued by blue chip companies with strong fundamentals,” stated Matt Schiffman, Head of Retail Americas for Legg Mason. “This, combined with Western Asset’s rigorous fundamental credit research and emphasis on risk management, provides investors with a high-quality, income-oriented investment.”
Western Asset Investment Grade Defined Opportunity Trust Inc. is managed by Legg Mason Partners Fund Advisor, LLC (“LMPFA”), a wholly owned subsidiary of Legg Mason, Inc. (“Legg Mason”), and is sub-advised by Western Asset Management Company (“Western Asset”), an affiliate of LMPFA.
The underwriting syndicate was led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wachovia Capital Markets, LLC.
The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in investment grade corporate fixed income securities of varying maturities. While the Fund may invest up to 20% of its net assets in below investment grade securities, the portfolio’s average overall credit quality will be investment grade.
“IGI represents a timely opportunity to take advantage of the current attractive valuation of bonds issued by blue chip companies with strong fundamentals,” stated Matt Schiffman, Head of Retail Americas for Legg Mason. “This, combined with Western Asset’s rigorous fundamental credit research and emphasis on risk management, provides investors with a high-quality, income-oriented investment.”
Western Asset Investment Grade Defined Opportunity Trust Inc. is managed by Legg Mason Partners Fund Advisor, LLC (“LMPFA”), a wholly owned subsidiary of Legg Mason, Inc. (“Legg Mason”), and is sub-advised by Western Asset Management Company (“Western Asset”), an affiliate of LMPFA.
The underwriting syndicate was led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., and Wachovia Capital Markets, LLC.
Thursday, June 25, 2009
Northern Gas Networks Prices 200M GBP Bond
Northern Gas Networks Ltd priced a 200 million GBP bond issue. Barclays plc and Lloyds Banking Group were the underwriters.
Gas Natural Prices 2.5B Euro Bond Offering
Gas Natural SDG SA priced a 2.5 billion Euro bond in two tranches. Barclays plc, BNP Paribas and Societe Generale were the joint managers.
PetroQuest Energy Prices $40M Share Offering
PetroQuest Energy, Inc. (NYSE: PQ - News) announced today that it has priced its previously announced public offering of 10,000,000 shares of its common stock at $3.50 per share. The Company has granted the underwriters an option exercisable for a period of 30 days to purchase up to 1,500,000 additional shares of common stock to cover any over-allotments.
The closing of the offering is expected to occur on or about June 30, 2009, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including to fund capital expenditures related to its exploration and development drilling program.
J.P. Morgan Securities Inc. is acting as sole book-running manager for the offering. Calyon Securities (USA) Inc., Capital One Southcoast, Howard Weil Incorporated, Johnson Rice & Company L.L.C., Simmons & Company International, SMH Capital, Stifel Nicolaus and UBS Investment Bank are acting as co-managers for the offering.
The closing of the offering is expected to occur on or about June 30, 2009, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes, including to fund capital expenditures related to its exploration and development drilling program.
J.P. Morgan Securities Inc. is acting as sole book-running manager for the offering. Calyon Securities (USA) Inc., Capital One Southcoast, Howard Weil Incorporated, Johnson Rice & Company L.L.C., Simmons & Company International, SMH Capital, Stifel Nicolaus and UBS Investment Bank are acting as co-managers for the offering.
Wednesday, June 24, 2009
Westdeutsche Immobillenbank Prices 500M Euro Bond
Westdeutsche Immobillenbank AG priced a 500 million Euro covered bond. DZ Bank, Unicredit and West LB advised.
Syngenta Prices 500M Euro Bond Offering
Syngenta prices 500 million Euro bond offering. Deutsche Bank and HSBC advised.
Telefonica Emisiones Prices $2.25B Bond Offering
Telefonica Emisiones priced $2.25 billion bond offering in two tranches. Citigroup, Deutsche Bank, Goldman Sachs and Morgan Stanley advised.
Merck Prices $4.25B Bond Offering
Merck, the pharmaceutical company, prices $4.25 billion bond offering in four tranches. Bank of America, JPMorgan advised.
Danske Bank Prices $5B Debt Offering In 2 Tranches
Danske Bank prices $5 billion multitranche offering bond. Bank of America, Citigroup advised.
Talisman Energy Buys Rift Oil For 126M Euros
Talisman Energy, the Canadian investment holding company, agreed to acquire Rift Oil, the UK oil & gas company, for 126 million Euros. Tristone Capital advised Talisman Energy, while Seymour Pierce and RBC Capital Markets advised Rift Oil.
Sun Life To Buy Lincoln Natl For 195M GBP
Sun Life Financial, the Canadian financial services company, agreed to acquire Lincoln National, the UK life and retirement income products provider, for 195 million GBP. Fenchurch advisory partners advised Sun Life, while, Morgan Stanley advised Lincoln National.
Uranium One To Acquire TOO Karatau Stake For $429.6M
Uranium One, the Canadian mining company, has agreed to acquire 50% in TOO Karatau, the Kazakhstani uranium mining company for $429.66 million. BMO Capital Markets advised Uranium One, while Goldman Sachs advised TOO Karatau.
Dean Foods Buys Alpro For 325M Euros
Dean Foods, the US food and beverage company, has agreed to acquire Alpro, the Belgian soya based food and beverage products producer, for 325 million Euros. Rothschild has advised Dean Foods, while ING, Royal Bank of Scotland, Bank DeGroof and KBC Securities has advised Alpro.
Polyus Gold Acquires 50% Stake In KazakhGold For $268M
Polyus Gold, the Russian gold mining company has agred to acquire 50.1% of KazakhGold, the UK gold mining company, for $268.6 million. HSBC advised Polyus Gold, while Bank of America Merrill Lynch advised KazakhGold.
Tennet Acquires Liander Grid For 362M Euros
TenneT, the Dutch transmission system operator, has acquired the high voltage grid and telecom operations of Liander, the Dutch grid operator, for 362 million Euros. JPMorgan advised TenneT, while Morgan Stanley advised Liander.
BAT To Acquire 85% Stake In PT Bentoel For 455M Euros
British American Tobacco has acquired an 85% stake in PT Bentoel, the Indonesian trading company, for 455 million Euros. BAT was advised by Deutsche Bank and UBS, while PT Bentoel was advised by Credit Suisse.
Marble To Acquire Puma Brandenburg For 612M Euros
Puma Brandenburg agreed to be acquired by Marble, the UK financial holding company for 612M euros. Grant Thornton Corp Finance has agreed to advise Puma Brandenburg.
Charterhouse Cap To Buy Wood MacKenzie For 553M GBP
Charterhouse Capital Partners, a UK private equity firm, has agreed to acquire Wood MacKenzie, a UK research and consulting services provider, for 553 million GBP. Rothschild advised Charterhouse Capital, while Goldman Sachs advised Wood MacKenzie.
Holcim To Buy Cemex Australia For $1.6B
Holcim, the Swiss cement manufacturer, agreed to acquire Cemex Australia, the Australian concrete products manufacturer, for $1.6 billion. The acquisition will enable Holcim to expand its aggregates and concrete business into the Australian market. UBS Investment Bank advised Holcim, while HSBC, Citigroup and BNP Paribas advised Cemex Australia.
Watson To Buy Arrow Pharm For $1.55B
Arrow Pharmaceuticals, the UK pharmaceutical company has been acquired by Watson Pharmaceuticals, the US pharmaceutical company. Watson will pay $1.05 billion in cash and issue 16.9 million shares worth $500 million. The transaction is in line with Watson's strategy to expand into emerging markets. The deal is expected to close in the second half of 2009. Bank of America Merrill Lynch advised Watson Pharmaceuticals, JPMorgan advised Arrow.
Sinopec To Buy Addax Petroleum For $7.3B
Sinopec agreed to a C$8.3bn ($7.3bn, £4.4bn) takeover of independent oil company Addax Petroleum on Wednesday, in a move that accelerates Chinese investment in Africa as well as the booming oil frontier of Iraqi Kurdistan.
Chinese state-owned Sinopec, one of the country’s biggest oil companies, will pay C$52.80 per share to acquire Addax, a Switzerland-based small oil producer active in Nigeria and Gabon, which would cancel its Toronto and London listings if the deal completes.
The deal is the strongest sign yet of an investment boom gripping Iraq’s northern autonomous region of Kurdistan, which could contain over 40bn barrels of oil, according to the US geological survey.
Addax is one of the longest-established players in Iraqi Kurdistan, operating the Taq Taq oil field and refinery at the centre of a patchwork of oil concessions. The development of these concessions was until recently stalled by a political dispute between Iraq’s central government and Kurdistan’s regional government.
On June 1 representatives from both governments declared the official start of oil exports from Kurdistan, seemingly resolving the impasse, and Addax was one of three companies including Turkey’s Genel Energy that started producing the first 100,000 barrels of oil per day.
A week later Genel agreed an all-share merger with Heritage Oil, another operator in Iraqi Kurdistan, in a deal worth over $5bn.
Expectations of further consolidation continued when Addax said that week it was in preliminary talks. The suitors were understood to be both Sinopec and the Korean national oil company, which owns a licence adjacent to Addax’s.
Sinopec’s offer today was a 16 per cent premium to its closing price on Tuesday and an almost 50 per cent premium to its price before it announced the talks.
Jean-Claude Gandur, Addax’s Geneva-based chief executive, said, “The efforts and accomplishments that Addax Petroleum has achieved thus far will be built on through increased investment in the business.” Mr Gandur’s stake in Addax is worth C$296m ($259m) at Sinopec’s offer price.
According to Dealogic Sinopec’s acquisition would be China’s largest ever outbound investment in the oil and gas sector.
If it succeeds the deal will avoid the fate of other thwarted foreign acquisitions by Chinese state-owned industrial champions. The most recent was this month’s failed $19.5bn fundraising deal between Rio Tinto, the global miner, and Chinalco, the Chinese miner selected by the government to spearhead foreign acquisitions.
It also comes after Cnooc’s failed bid for Unocal, the US oil company, in 2005.
Sinopec is also competing for oil licences that will soon be awarded by Baghdad in its next licensing round, in sign that perceived political risk that has led large foreign oil companies to not invest in Kurdistan may be lessening.
If the multiple deals underway in Iraqi Kurdistan succeed HeritaGE, the proposed name of the combined Heritage Oil and Genel Energy, and Sinopec will be joint venture partners developing Iraqi Kurdistan’s Taq Taq oil field and refinery.
Shares in DNO, a Norwegian company that also produces oil in Iraqi Kurdistan, have risen 10 per cent today in Oslo.
Addax’s shares in London have risen 14 per cent to £27 per share.
RBC Capital Markets advised Addax.
Addax last year produced 137,000 barrels of oil per day, all of which was from Africa, although the group’s Taq Taq field in Kurdish northern Iraq began production earlier this month.
Chinese state-owned Sinopec, one of the country’s biggest oil companies, will pay C$52.80 per share to acquire Addax, a Switzerland-based small oil producer active in Nigeria and Gabon, which would cancel its Toronto and London listings if the deal completes.
The deal is the strongest sign yet of an investment boom gripping Iraq’s northern autonomous region of Kurdistan, which could contain over 40bn barrels of oil, according to the US geological survey.
Addax is one of the longest-established players in Iraqi Kurdistan, operating the Taq Taq oil field and refinery at the centre of a patchwork of oil concessions. The development of these concessions was until recently stalled by a political dispute between Iraq’s central government and Kurdistan’s regional government.
On June 1 representatives from both governments declared the official start of oil exports from Kurdistan, seemingly resolving the impasse, and Addax was one of three companies including Turkey’s Genel Energy that started producing the first 100,000 barrels of oil per day.
A week later Genel agreed an all-share merger with Heritage Oil, another operator in Iraqi Kurdistan, in a deal worth over $5bn.
Expectations of further consolidation continued when Addax said that week it was in preliminary talks. The suitors were understood to be both Sinopec and the Korean national oil company, which owns a licence adjacent to Addax’s.
Sinopec’s offer today was a 16 per cent premium to its closing price on Tuesday and an almost 50 per cent premium to its price before it announced the talks.
Jean-Claude Gandur, Addax’s Geneva-based chief executive, said, “The efforts and accomplishments that Addax Petroleum has achieved thus far will be built on through increased investment in the business.” Mr Gandur’s stake in Addax is worth C$296m ($259m) at Sinopec’s offer price.
According to Dealogic Sinopec’s acquisition would be China’s largest ever outbound investment in the oil and gas sector.
If it succeeds the deal will avoid the fate of other thwarted foreign acquisitions by Chinese state-owned industrial champions. The most recent was this month’s failed $19.5bn fundraising deal between Rio Tinto, the global miner, and Chinalco, the Chinese miner selected by the government to spearhead foreign acquisitions.
It also comes after Cnooc’s failed bid for Unocal, the US oil company, in 2005.
Sinopec is also competing for oil licences that will soon be awarded by Baghdad in its next licensing round, in sign that perceived political risk that has led large foreign oil companies to not invest in Kurdistan may be lessening.
If the multiple deals underway in Iraqi Kurdistan succeed HeritaGE, the proposed name of the combined Heritage Oil and Genel Energy, and Sinopec will be joint venture partners developing Iraqi Kurdistan’s Taq Taq oil field and refinery.
Shares in DNO, a Norwegian company that also produces oil in Iraqi Kurdistan, have risen 10 per cent today in Oslo.
Addax’s shares in London have risen 14 per cent to £27 per share.
RBC Capital Markets advised Addax.
Addax last year produced 137,000 barrels of oil per day, all of which was from Africa, although the group’s Taq Taq field in Kurdish northern Iraq began production earlier this month.
Monday, June 22, 2009
Cell Therapeutics Closes $118.9M Cvt Note Offering
Cell Therapeutics, Inc. (the "Company" or "CTI") (Nasdaq and MTA: CTIC) today announced the final results of its separate concurrent fixed price exchange offers (each, an "Exchange Offer" and together, the "Exchange Offers") for any and all of the approximately $118.9 million outstanding principal amount of five series of its convertible notes (the "Notes"). The Exchange Offers expired at 5:00 p.m., New York City time, on Tuesday, June 16, 2009.
In accordance with the terms and conditions of the Exchange Offers, and based on the final count by U.S. Bank National Association, the depositary for the Exchange Offers, the Company has accepted for exchange approximately $52.9 million aggregate principal amount of the Notes for the previously announced exchange consideration of (i) $134.50 cash, and (ii) 458 shares of common stock per $1,000 principal amount of Notes validly tendered and not withdrawn in each Exchange Offer, for a total amount of exchange consideration (excluding interest, fees and other expenses in connection with the Exchange Offers) of approximately $7.1 million cash and approximately 24.2 million shares of common stock.
The $1.9 million reduction in the final aggregate principal amount of Notes accepted for exchange compared to the preliminary aggregate principal amount of Notes tendered for exchange announced by the Company on June 17, 2009 is due to the depositary's receipt of separate notices of guaranteed delivery from two different brokers for the same Notes.
As a result of this transaction, the Company will eliminate approximately $52.9 million of debt, reduce its annual interest expense by approximately $3.3 million, and increase its shareholder's equity by approximately $43.7 million. In addition, the Company expects to book an estimated gain on the exchange of approximately $7.9 million.
The Company has accepted for exchange the following approximate principal amount of each series of Notes:
(i) $11,787,000, or 21.4%, of the $55,150,000 aggregate outstanding
principal amount of 4% Convertible Senior Subordinated Notes due
2010;
(ii) $12,087,000, or 52.6%, of the $23,000,000 aggregate outstanding
principal amount of 5.75% Convertible Senior Notes due 2011;
(iii) $5,500,000, or 78.6%, of the $7,000,000 aggregate outstanding
principal amount of 6.75% Convertible Senior Notes due 2010;
(iv) $23,208,000, or 69.4%, of the $33,458,000 aggregate outstanding
principal amount of 7.5% Convertible Senior Notes due 2011; and
(v) $335,000, or 100.0%, of the $335,000 aggregate outstanding principal
amount of 9.0% Convertible Senior Notes due 2012.
As of June 16, 2009, the expiration date of the Exchange Offers, approximately $118.9 million aggregate principal amount of the Notes was outstanding. Accordingly, the aggregate principal amount of Notes that the Company has accepted for exchange in the Exchange Offers represents approximately 44.5% of the outstanding principal amount of Notes as of such date.
The Company expects that the settlement date for the Exchange Offers will be Monday, June 22, 2009. Accrued and unpaid interest to, but excluding, the settlement date on Notes accepted for exchange will be paid in cash.
The financial advisor for the Exchange Offers is Piper Jaffray & Co., the information agent for the Exchange Offers is Georgeson Inc. and the depositary for the Exchange Offers is U.S. Bank National Association.
About Cell Therapeutics, Inc.
Headquartered in Seattle, CTI is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. For additional information, please visit http://us.lrd.yahoo.com/_ylt=Anj2ov9WI0Uw_s5IHRZba6Kxcq9_/SIG=115mid58t/**http://www.celltherapeutics.com/.
In accordance with the terms and conditions of the Exchange Offers, and based on the final count by U.S. Bank National Association, the depositary for the Exchange Offers, the Company has accepted for exchange approximately $52.9 million aggregate principal amount of the Notes for the previously announced exchange consideration of (i) $134.50 cash, and (ii) 458 shares of common stock per $1,000 principal amount of Notes validly tendered and not withdrawn in each Exchange Offer, for a total amount of exchange consideration (excluding interest, fees and other expenses in connection with the Exchange Offers) of approximately $7.1 million cash and approximately 24.2 million shares of common stock.
The $1.9 million reduction in the final aggregate principal amount of Notes accepted for exchange compared to the preliminary aggregate principal amount of Notes tendered for exchange announced by the Company on June 17, 2009 is due to the depositary's receipt of separate notices of guaranteed delivery from two different brokers for the same Notes.
As a result of this transaction, the Company will eliminate approximately $52.9 million of debt, reduce its annual interest expense by approximately $3.3 million, and increase its shareholder's equity by approximately $43.7 million. In addition, the Company expects to book an estimated gain on the exchange of approximately $7.9 million.
The Company has accepted for exchange the following approximate principal amount of each series of Notes:
(i) $11,787,000, or 21.4%, of the $55,150,000 aggregate outstanding
principal amount of 4% Convertible Senior Subordinated Notes due
2010;
(ii) $12,087,000, or 52.6%, of the $23,000,000 aggregate outstanding
principal amount of 5.75% Convertible Senior Notes due 2011;
(iii) $5,500,000, or 78.6%, of the $7,000,000 aggregate outstanding
principal amount of 6.75% Convertible Senior Notes due 2010;
(iv) $23,208,000, or 69.4%, of the $33,458,000 aggregate outstanding
principal amount of 7.5% Convertible Senior Notes due 2011; and
(v) $335,000, or 100.0%, of the $335,000 aggregate outstanding principal
amount of 9.0% Convertible Senior Notes due 2012.
As of June 16, 2009, the expiration date of the Exchange Offers, approximately $118.9 million aggregate principal amount of the Notes was outstanding. Accordingly, the aggregate principal amount of Notes that the Company has accepted for exchange in the Exchange Offers represents approximately 44.5% of the outstanding principal amount of Notes as of such date.
The Company expects that the settlement date for the Exchange Offers will be Monday, June 22, 2009. Accrued and unpaid interest to, but excluding, the settlement date on Notes accepted for exchange will be paid in cash.
The financial advisor for the Exchange Offers is Piper Jaffray & Co., the information agent for the Exchange Offers is Georgeson Inc. and the depositary for the Exchange Offers is U.S. Bank National Association.
About Cell Therapeutics, Inc.
Headquartered in Seattle, CTI is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. For additional information, please visit http://us.lrd.yahoo.com/_ylt=Anj2ov9WI0Uw_s5IHRZba6Kxcq9_/SIG=115mid58t/**http://www.celltherapeutics.com/.
Friday, June 19, 2009
Magellan Midstream Partners Prices $300M Note Offering
Magellan Midstream Partners, L.P. (NYSE: MMP - News) announced today that it has priced a $300 million public offering of its 10-year senior notes at 6.55%. The net proceeds from this offering of approximately $296.5 million, after payment of underwriting discounts and estimated offering expenses, will be used to repay all of the borrowings outstanding under its revolving credit facility and for general partnership purposes, including capital expenditures.
J.P. Morgan Securities Inc., Banc of America Securities LLC and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers for the debt offering, which is expected to close on June 26, 2009. In addition, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC are acting as co-managing underwriters.
J.P. Morgan Securities Inc., Banc of America Securities LLC and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers for the debt offering, which is expected to close on June 26, 2009. In addition, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC are acting as co-managing underwriters.
Thursday, June 18, 2009
Lorillard Commences $750M Debt Offering
Lorillard, Inc. (NYSE: LO - News) announced today that pursuant to its previously announced plans, it has commenced through its main operating subsidiary, Lorillard Tobacco Company, a $750 million underwritten public offering of senior notes. The net proceeds from the offering will be used for general corporate purposes, which may include, among other things, the repurchase, redemption or retirement of our common stock, additions to working capital and capital expenditures.
Lorillard has established a long-term balance sheet leverage target of approximately 1.5x total debt to EBITDA. The debt offering announced today is a first step in this longer term objective.
The senior notes will be issued by Lorillard Tobacco Company and guaranteed by Lorillard, Inc. Barclays Capital Inc., J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Wachovia Capital Markets, LLC are acting as joint book-running managers.
Lorillard has established a long-term balance sheet leverage target of approximately 1.5x total debt to EBITDA. The debt offering announced today is a first step in this longer term objective.
The senior notes will be issued by Lorillard Tobacco Company and guaranteed by Lorillard, Inc. Barclays Capital Inc., J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Wachovia Capital Markets, LLC are acting as joint book-running managers.
Wednesday, June 17, 2009
BeeTV Closes On $8M Equity Financing
BeeTV, a developer of a personalized television programming guide, has landed $8 million in a fresh round of financing led by Italian venture capital firm Innogest.
Other investors in the round weren’t disclosed.
The start-up puts the new capital toward expanding its presence in the United States and Middle East, the chairman of BeeTV, Rodolfo Hecht, told Variety.
Mr. Hecht is a former execcutive at Silvio Berlusconi’s investment vehicle, Fininvest, the magazine noted.
Other investors in the round weren’t disclosed.
The start-up puts the new capital toward expanding its presence in the United States and Middle East, the chairman of BeeTV, Rodolfo Hecht, told Variety.
Mr. Hecht is a former execcutive at Silvio Berlusconi’s investment vehicle, Fininvest, the magazine noted.
Skin Medica Closes On $9.4M Equity FInancing
SkinMedica, maker of specialized anti-aging treatments, has raised $9.4 million in equity and rights. It adds this amount to the $103.4 million in venture capital it previously brought in from a bevy of investors including Aisling Capital, Apax Partners, Domain Associates, EuclidSR Partners, HealthCare Ventures, Montagu Newhall Associates, Montreux Equity Partners, Split Rock Partners, St. Paul Venture Capital and Windamere Venture Partners.
Based in Carlsbad, Calif., the company last raised capital in 2006, bringing in $11.2 million in a fifth round of funding.
Based in Carlsbad, Calif., the company last raised capital in 2006, bringing in $11.2 million in a fifth round of funding.
Dixie-Toga Acquires Huhtamaki Units for $43M
Dixie-Toga, a Brazilian packaging products manufacturer, and American Plast, an Argentinian disposable containers producer, have acquired Huhtamaki Plasticos Rigidos, a Brazilian packaging products manufacturer and Huhtamaki Argentina, an Argentinian packaging products manufacturer, for $43 million.
Verbundgesellschaft To Buy E.ON Plants For 1B Euros
Verbundgesellschaft, the Austrian Energy company, agreed to acquire 13 hydro power plants of E.ON in Bavaria for 1 billion Euros. Post acquistion, the plants' 215 employees will be retained. Morgan Stanley is advising E.ON on the deal.
Greene King To Buy 11 Punch Taverns For 35M Euros
Greene King, the UK based brewer and pub operator, agreed to acquire 11 Punch Taverns , the UK pub operator, for 35 million Euros. The transaction is expected to be completed on July 1, 20o9. Sapient Corporate Finance advised Punch Taverns.
Lanxess India To Buy Gwilor Chemical For $114M
Lanxess India, the Indian supplier of specialty chemicals, agreed to acquire Gwlior Chemical Industries for $114 million . The acquisition is part of Lanxess' strategy to expand into Asia. Ernst & Young advised Lanxess India, PriceWaterhouseCoopers advised Gwilor Chemical.
IMI To Buy Concateno For 170M Euros
Inverness Medical Innovations (IMI), the US medical diagnostics products maker, agreed to acquire Concateno, the UK drug testing services provider, for 170 million Euros. The transaction will complement Inverness' US drug testing operations and will expand the companies' presence worldwide. IMI is being advised by IDJ, while Concateno is being by UBS Investment Bank and Collins Stewart.
Apollo Global Offers To Buy BPP For 387M Euros
Apollo Global announced a recommended acquisition of BPP Holdings, the UK professional education and training provider, for 387 million Euros. The transaction is conducted via a scheme of arrangement under UK law. The deal is conditional upon EGM approval and OFT approval. Credit Suisse advised Apollo Global while Hawkpoint Parnters advised BPP Global.
Banco Bradesco To Buy Banco IBI For $723.3M
Banco Bradesco has agreed to acquire Banco IBI from Cofra Holding for $723.3 million. The acquisiton will expand Banco Bradesco's credit card customer base Banco Bradesco is being advised by Banco Bradesco BBI, while Banco IBI is being advised by Credit Suisse.
Yingli Green Energy Prices $241.8M Sh Offering
Yingli Green Energy Holding Company Limited (NYSE: YGE - News; "Yingli Green Energy"), one of the world's leading vertically integrated photovoltaic ("PV") product manufacturers, today announced that its follow-on public offering of 18,600,000 American Depositary Shares ("ADSs"), each representing one ordinary share of Yingli Green Energy, was priced at $13.00 per ADS. Of the 18,600,000 ADSs sold in the offering, 15,600,000 ADSs were sold by Yingli Green Energy, and 3,000,000 ADSs were sold by a selling shareholder, Yingli Power Holding Company Ltd., a company beneficially owned by the family trust of Mr. Liansheng Miao, the chairman and chief executive officer of Yingli Green Energy. The offering was increased from its initial announced size of 15,500,000 ADSs. Yingli Green Energy has granted the underwriters an option to purchase up to 2,790,000 additional ADSs to cover over-allotments.
Yingli Green Energy intends to use the net proceeds from the offering, after deducting underwriting discounts and offering expenses, to repay certain existing indebtedness, including repayment of approximately US$50.0 million in a loan facility provided to its subsidiary, Yingli Energy (China) Co., Ltd., by Asia Debt Management Hong Kong Limited, and for general corporate purposes. The management of Yingli Green Energy will retain broad discretion over the use of proceeds, and Yingli Green Energy may ultimately use the proceeds for different purposes than what it currently intends depending on future events and other changes in the business climate. Pending any ultimate use of any portion of the proceeds from this offering, Yingli Green Energy intends to place the net proceeds in short-term bank deposits. Yingli Green Energy will not receive any of the proceeds from the sale of the ADSs by the selling shareholder. However, an amount equal to US$30.0 million of the proceeds from the sale of ADSs by the selling shareholder is expected to be used to repay a promissory note due to an affiliate of Trustbridge Partners II, L.P., and the proceeds of any such repayment will be used by Trustbridge Partners II, L.P. to purchase an additional US$30.0 million of the second tranche of Yingli Green Energy's senior secured convertible notes, the proceeds of which is expected to be used for general corporate purposes.
Deutsche Bank Securities Inc. (as Global Coordinator), Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are the joint bookrunners and underwriters for the offering. Piper Jaffray & Co. is the co-manager for the offering.
Yingli Green Energy intends to use the net proceeds from the offering, after deducting underwriting discounts and offering expenses, to repay certain existing indebtedness, including repayment of approximately US$50.0 million in a loan facility provided to its subsidiary, Yingli Energy (China) Co., Ltd., by Asia Debt Management Hong Kong Limited, and for general corporate purposes. The management of Yingli Green Energy will retain broad discretion over the use of proceeds, and Yingli Green Energy may ultimately use the proceeds for different purposes than what it currently intends depending on future events and other changes in the business climate. Pending any ultimate use of any portion of the proceeds from this offering, Yingli Green Energy intends to place the net proceeds in short-term bank deposits. Yingli Green Energy will not receive any of the proceeds from the sale of the ADSs by the selling shareholder. However, an amount equal to US$30.0 million of the proceeds from the sale of ADSs by the selling shareholder is expected to be used to repay a promissory note due to an affiliate of Trustbridge Partners II, L.P., and the proceeds of any such repayment will be used by Trustbridge Partners II, L.P. to purchase an additional US$30.0 million of the second tranche of Yingli Green Energy's senior secured convertible notes, the proceeds of which is expected to be used for general corporate purposes.
Deutsche Bank Securities Inc. (as Global Coordinator), Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. are the joint bookrunners and underwriters for the offering. Piper Jaffray & Co. is the co-manager for the offering.
Tuesday, June 16, 2009
Oneok Partners Prices $263M Share Offfering
ONEOK Partners, L.P. (NYSE: OKS - News) today announced that it priced a public offering of 5 million of its common units, representing limited partner interests, at $45.81 per unit. ONEOK Partners also granted the underwriters a 30-day option to purchase up to an additional 750,000 common units to cover any over-allotments. A subsidiary of ONEOK, Inc. (NYSE: OKE - News) will contribute approximately $4.7 million to maintain its 2 percent general partner interest.
ONEOK Partners expects to use the net proceeds, after deducting underwriting discounts and commission and expenses, to reduce the debt outstanding under its $1 billion revolving credit facility and for general partnership purposes.
As a result of this public offering, ONEOK Partners will have approximately 59.4 million common units and 36.5 million Class B units outstanding.
UBS Investment Bank, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers. Barclays Capital Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are acting as senior co-managers. RBC Capital Markets Corporation, SMH Capital Inc., Stifel Nicolaus & Company, Incorporated, and Tudor, Pickering, Holt & Co. Securities, Inc. are acting as junior co-managers.
ONEOK Partners expects to use the net proceeds, after deducting underwriting discounts and commission and expenses, to reduce the debt outstanding under its $1 billion revolving credit facility and for general partnership purposes.
As a result of this public offering, ONEOK Partners will have approximately 59.4 million common units and 36.5 million Class B units outstanding.
UBS Investment Bank, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers. Barclays Capital Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are acting as senior co-managers. RBC Capital Markets Corporation, SMH Capital Inc., Stifel Nicolaus & Company, Incorporated, and Tudor, Pickering, Holt & Co. Securities, Inc. are acting as junior co-managers.
Patriot Coal Prices $94.8M Share Offering
Patriot Coal Corporation (NYSE: PCX - News) announced today that it has priced a public offering of 12.0 million shares of its common stock in a registered public offering at $7.90 per share. Patriot also has granted the managing underwriters a 30-day option to purchase up to an additional 1.8 million shares to cover any over-allotments. The Company intends to use the net proceeds from this offering to repay the outstanding balance on its revolving credit facility and for general corporate purposes.
Morgan Stanley & Co., Incorporated and UBS Investment Bank are the joint book-running managers for this offering.
Morgan Stanley & Co., Incorporated and UBS Investment Bank are the joint book-running managers for this offering.
Genesee & Wyoming Prices $92.6M Sh Offering
Genesee & Wyoming Inc. (GWI) (NYSE: GWR - News) announced today that it has priced its previously announced underwritten registered public offering of 4,000,000 shares of its Class A Common Stock at $24.50 per share. In addition, GWI has granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of its Class A Common Stock to cover over-allotments, if any.
GWI is expected to receive $92,600,000 in net proceeds from the sale of its Class A Common Stock, plus any proceeds received from the exercise by the underwriters of their over-allotment option. GWI intends to use the proceeds of the offering to repay all or substantially all of the amounts outstanding under its revolving credit facility and for general corporate purposes, including strategic investments and acquisitions.
The offering was made under an effective shelf registration statement. Citi, J.P.Morgan and Deutsche Bank Securities were joint book-running managers and Merrill Lynch & Co., BB&T Capital Markets, Morgan Keegan & Company, Inc., Stephens Inc. and Dahlman Rose & Company, LLC were co-managers.
GWI is expected to receive $92,600,000 in net proceeds from the sale of its Class A Common Stock, plus any proceeds received from the exercise by the underwriters of their over-allotment option. GWI intends to use the proceeds of the offering to repay all or substantially all of the amounts outstanding under its revolving credit facility and for general corporate purposes, including strategic investments and acquisitions.
The offering was made under an effective shelf registration statement. Citi, J.P.Morgan and Deutsche Bank Securities were joint book-running managers and Merrill Lynch & Co., BB&T Capital Markets, Morgan Keegan & Company, Inc., Stephens Inc. and Dahlman Rose & Company, LLC were co-managers.
Lincoln Finl Prices $600M Share Offering
Lincoln Financial Group (NYSE: LNC - News) today announced that it has priced a public offering of 40 million shares of its common stock at a public offering price of $15.00 per share to raise approximately $600 million. The underwriters will have a 30-day option to purchase up to an additional 6 million shares of common stock. The offering is expected to close on June 22, 2009, subject to customary closing conditions.
Lincoln intends to use the net proceeds from the offering, which are expected to be approximately $566 million (without giving effect to any exercise of the underwriters' option to purchase additional shares), for general corporate purposes, including, but not limited to, contributions of capital to our insurance and other subsidiaries.
J.P. Morgan Securities Inc. and Merrill Lynch & Co. served as Global Coordinators and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated served as joint book-running managers for the offering.
Lincoln intends to use the net proceeds from the offering, which are expected to be approximately $566 million (without giving effect to any exercise of the underwriters' option to purchase additional shares), for general corporate purposes, including, but not limited to, contributions of capital to our insurance and other subsidiaries.
J.P. Morgan Securities Inc. and Merrill Lynch & Co. served as Global Coordinators and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated served as joint book-running managers for the offering.
LogMeIn $107M IPO To Price July 1
Technology company LogMeIn Inc (LOGM.O) has set the terms of its planned $100 million initial public offering, according to a regulatory filing on Tuesday.
Massachusetts-based LogMeIn, whose backers include Intel Corp (INTC.O), plans to sell 6.7 million shares for between $14 and $16, according to a prospectus filed with the U.S. Securities and Exchange Commission.
The IPO, to be led by JP Morgan (JPM.N) and Barclays Capital (BARC.L), is scheduled to price July 1, with trading beginning the next day on Nasdaq. LogMeIn filed its original IPO registration in January 2008.
LogMeIn provides on-demand remote-connectivity services to small business and consumers, and derives most of its revenue from subscriptions, according to its prospectus.
LogMeIn has just begun to be profitable. The company's sales nearly doubled to $51.7 million in 2008, but LogMeIn still sustained losses for the year, the third in a row with losses. But for the first three months of 2009, LogMeIn made a profit of $2.1 million on revenue of $17.2 million.
LogMeIn will reap about 75 percent of the IPO's proceeds, with the rest going to existing shareholders, according to the filing.
Those owners include Intel Capital, which currently holds 5.4 percent of LogMeIn, and venture capital firms Prism Venture Partners with a 23.8 percent stake, and Polaris Venture Partners with a 21 percent share.
The deal's underwriters have the option to purchase another 1 million shares to cover over-allotments
Massachusetts-based LogMeIn, whose backers include Intel Corp (INTC.O), plans to sell 6.7 million shares for between $14 and $16, according to a prospectus filed with the U.S. Securities and Exchange Commission.
The IPO, to be led by JP Morgan (JPM.N) and Barclays Capital (BARC.L), is scheduled to price July 1, with trading beginning the next day on Nasdaq. LogMeIn filed its original IPO registration in January 2008.
LogMeIn provides on-demand remote-connectivity services to small business and consumers, and derives most of its revenue from subscriptions, according to its prospectus.
LogMeIn has just begun to be profitable. The company's sales nearly doubled to $51.7 million in 2008, but LogMeIn still sustained losses for the year, the third in a row with losses. But for the first three months of 2009, LogMeIn made a profit of $2.1 million on revenue of $17.2 million.
LogMeIn will reap about 75 percent of the IPO's proceeds, with the rest going to existing shareholders, according to the filing.
Those owners include Intel Capital, which currently holds 5.4 percent of LogMeIn, and venture capital firms Prism Venture Partners with a 23.8 percent stake, and Polaris Venture Partners with a 21 percent share.
The deal's underwriters have the option to purchase another 1 million shares to cover over-allotments
Monday, June 15, 2009
Lincoln Financial Announces $600M Share Offering
Lincoln Financial Group (NYSE: LNC - News) today announced a registered public underwritten offering of $600 million of its common shares. The underwriters will have a 30-day option to purchase up to an additional 15 percent of the offered amount of common shares from the company. J.P. Morgan Securities Inc. and Merrill Lynch & Co. will serve as Global Coordinators and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated will serve as joint book-running managers for the offering.
The common stock offering is a part of Lincoln's broader capital plan that also includes raising up to $500 million in senior debt and targeting approximately $950 million in preferred stock. Any preferred stock would be issued pursuant to the U.S. Treasury's Capital Purchase Program (CPP).
The common stock offering is a part of Lincoln's broader capital plan that also includes raising up to $500 million in senior debt and targeting approximately $950 million in preferred stock. Any preferred stock would be issued pursuant to the U.S. Treasury's Capital Purchase Program (CPP).
Friday, June 12, 2009
Cyberspace Investment News June 12 Report
Good evening, This is Laura Speizman, Cyberspace Investment News with the June 12th report.
While the stock market ended in a mixed week, the Dow Jones Industrials left on a positive note for the year for the first time since January. The Dow Jones industrials gained 28 points to close at 8799 ending above the 2008 close of 8776. The Dow has risen now in 12 of the last 14 weeks rising 33% in that time. That being said, consumer confidence is still weak, the labor market is still in bad shape and the GDP is still trying to make gains.
Meanwhile, BlackRock’s acquisition of Barclay’s investment unit for $13.5 billion will create the world’s largest money manager. Equity offerings have continued to move forward. Steel Dynamics priced $705 million in equity offerings, CMS Energy priced $450 million in equity, Jones Lang LaSalle priced $227.5 million of equity and Brookdale Senior Living closed $164 million in equity offerings.
This has been the Friday report. Good night.
While the stock market ended in a mixed week, the Dow Jones Industrials left on a positive note for the year for the first time since January. The Dow Jones industrials gained 28 points to close at 8799 ending above the 2008 close of 8776. The Dow has risen now in 12 of the last 14 weeks rising 33% in that time. That being said, consumer confidence is still weak, the labor market is still in bad shape and the GDP is still trying to make gains.
Meanwhile, BlackRock’s acquisition of Barclay’s investment unit for $13.5 billion will create the world’s largest money manager. Equity offerings have continued to move forward. Steel Dynamics priced $705 million in equity offerings, CMS Energy priced $450 million in equity, Jones Lang LaSalle priced $227.5 million of equity and Brookdale Senior Living closed $164 million in equity offerings.
This has been the Friday report. Good night.
Aura Minerals Buys Yamana Gold Assets For $200M
The market seems to think Canada's Aura Minerals Inc. got the better of its larger rival Yamana Gold Inc. (NYSE:AUY) when it agreed to buy at least $200 million of unwanted assets.
On Tuesday, Toronto-based Aura agreed to buy three gold mines from Yamana, also of Toronto -- the San Andres mine in Honduras, and two Brazilian mines, the Sao Francisco and the Sao Vicente. The price could escalate to $240 million, including an earnout.
Since then, the two companies' stocks have charged in opposite directions. Aura's shares have soared 43% to C$0.62 while Yamana stock has plunged 8.6% to C$10.97.
Analysts basically say that the purchase makes Aura -- which already had properties in Brazil and Mexico -- more of a player because it will double cash flow to about C$0.13 per share. Aura said Tuesday the mines contain 1.8 million ounces of proven and probable reserves of gold.
For its part, Yamana described the assets as noncore and indicated it has bigger fish to fry -- namely, the assets it picked up two years ago with its $4.6 billion purchase of both Meridian Gold Inc. of Reno, Nev., and Northern Orion Resources Inc. of Vancouver, British Columbia.
Overall, observers are applauding Aura's move. The National Post newspaper said Thursday Raymond James analyst Tom Meyers had upgraded Aura to a "strong buy'' because the deal makes it a producer with reasonable size and strong cash flow.
Andrew Willis in the Globe and Mail's Streetwise blog said Aura is on the verge of a re-rating.
Aura was advised on the deal by Genuity Capital Markets and the law firm DuMoulin Black LLP. Blake, Cassels & Graydon LLP advised a special committee of Aura' s board. Yamana sought financial advice from the National Bank of Canada and legal advice from Cassels Brock & Blackwell LLP
On Tuesday, Toronto-based Aura agreed to buy three gold mines from Yamana, also of Toronto -- the San Andres mine in Honduras, and two Brazilian mines, the Sao Francisco and the Sao Vicente. The price could escalate to $240 million, including an earnout.
Since then, the two companies' stocks have charged in opposite directions. Aura's shares have soared 43% to C$0.62 while Yamana stock has plunged 8.6% to C$10.97.
Analysts basically say that the purchase makes Aura -- which already had properties in Brazil and Mexico -- more of a player because it will double cash flow to about C$0.13 per share. Aura said Tuesday the mines contain 1.8 million ounces of proven and probable reserves of gold.
For its part, Yamana described the assets as noncore and indicated it has bigger fish to fry -- namely, the assets it picked up two years ago with its $4.6 billion purchase of both Meridian Gold Inc. of Reno, Nev., and Northern Orion Resources Inc. of Vancouver, British Columbia.
Overall, observers are applauding Aura's move. The National Post newspaper said Thursday Raymond James analyst Tom Meyers had upgraded Aura to a "strong buy'' because the deal makes it a producer with reasonable size and strong cash flow.
Andrew Willis in the Globe and Mail's Streetwise blog said Aura is on the verge of a re-rating.
Aura was advised on the deal by Genuity Capital Markets and the law firm DuMoulin Black LLP. Blake, Cassels & Graydon LLP advised a special committee of Aura' s board. Yamana sought financial advice from the National Bank of Canada and legal advice from Cassels Brock & Blackwell LLP
BlackRock To Buy Barclays Unit For $13.5B
BlackRock Inc., started 21 years ago in a one-room office by former mortgage-bond trader Laurence Fink, agreed to buy Barclays Plc’s investment unit for $13.5 billion to become the world’s largest money manager.
BlackRock will pay $6.6 billion in cash and the rest in stock for Barclays Global Investors, the New York-based company said today in a statement. Barclays will hold a 19.9 percent stake in the combined company. Financing will include $2.8 billion from the sale of equity to institutional investors and as much as $2 billion in loans from Barclays and other banks.
The purchase, the biggest of a fund manager, creates a company overseeing $2.7 trillion in assets, more than the Federal Reserve. BlackRock will add about $1 trillion in investments that track market indexes, which are attracting clients at the expense of funds whose managers choose securities to buy and sell. It’s the first top-ranked firm to attempt to combine both types of businesses.
“This will bring the greatest sweep of products to our clients,” Fink, BlackRock’s chairman and chief executive officer, said in a telephone interview. “This transaction is transformational.”
Barclays, the U.K.’s third-largest bank, agreed in April to sell BGI’s IShares exchange-traded fund unit to London-based CVC Capital Partners Ltd. for $4.4 billion. The bank, which is seeking to raise capital to replenish loan losses, had until June 18 to find a better deal for IShares or all of BGI, which analysts last month valued at more than $10 billion.
Combined Value
The private-equity firm, which has until June 18 to match BlackRock’s offer, is unlikely to submit a higher bid, said a person familiar with the talks, who declined to be identified. CVC will instead receive a $175 million breakup fee. Officials at the firm declined to comment today. Barclays can no longer solicit bids for San Francisco-based BGI from other buyers.
The combined company will have a market value of more than $34 billion, Fink, 56, said on a conference call. The deal will add to per-share cash earnings by 10 percent in 2010, he said.
“It looks like a good price, a strong gain and it removes the rights issue prospect for Barclays,” said Simon Maughan, an analyst at MF Global Securities in London who has a “buy” rating on Barclays. “It will allow Barclays to redeploy capital in Barclays Capital for at least as good a return as BGI.”
Barclays will have a net gain of $8.8 billion from the sale, which will increase its core Tier 1 capital ratio, a measure of financial strength, by 150 basis points to 8 percent as of Dec. 31, 2008, the bank said in a statement.
Shares Fall
Barclays fell 12.5 pence, or 4.1 percent, to 292 pence in London. The shares have gained 90 percent this year, the best performance in the five-member FTSE 350 Banks Index.
BlackRock dropped $6.04, or 3.3 percent, to $176.56 at 4:15 p.m. in New York Stock Exchange composite trading. The stock has gained 32 percent this year, compared with a 0.5 percent rise by the Russell 1000 Financial Services Index.
John Varley, Barclays’ CEO, and President Robert Diamond will join the board of the new company, to be called BlackRock Global Investors. Blake Grossman, CEO of the Barclays investment unit, will be a vice chairman of BlackRock.
Diamond, 57, stands to make a $26 million profit from the sale of his stake in BGI, the company said. He was awarded BGI options and bought stock before joining its board in 2005. Diamond’s payout comes from a total of about $576 million to be shared by 410 BIG executives.
Barclays will have a 4.9 percent voting interest in the company, with restrictions on the sale or acquisition of shares. It will have the right to maintain its ownership percentage if BlackRock issues additional shares in the future.
Stakes Diluted
Bank of America Corp., based in Charlotte, North Carolina, will see its stake in BlackRock drop to 34.2 percent from the 47 percent it held on March 31. Pittsburgh-based PNC Financial Services Group Inc. will own 24.6 percent, down from 32 percent.
Barclays, along with Citigroup Inc. and Credit Suisse Group AG, will provide BlackRock with a 364-day revolving credit line of as much as $2 billion. BlackRock plans to refinance any use of the credit with proceeds of term-debt financings.
A group of undisclosed investors agreed to buy 19.9 million new shares for about $140.70 each, BlackRock said. That’s a 10 percent discount to the 10-day moving average of the stock price prior to the agreement, Fink said on the call.
BlackRock, currently the No. 3 fund company, and Bank of New York Mellon Corp. were the main bidders for BGI and its $1.5 trillion of assets, the most in the industry.
Fink’s Edge
Fink was able to win BGI partly because the company’s stock price has risen 36 percent this year, compared with a gain of 2.2 percent by BNY Mellon. State Street Corp., which has $1.44 trillion in assets, mostly in index-based products, probably was hindered by antitrust concerns.
The BGI deal pushes BlackRock past State Street and widens the lead over Fidelity Investments, an active manager with $1.25 trillion in assets. Both rivals are based in Boston.
BGI is Europe’s biggest hedge-fund firm, Canada’s largest independent manager of pension-fund assets and Japan’s No. 1 firm with discretion over client holdings, according to the company. Barclays Global’s pretax profit fell 19 percent to $595 million last year as financial markets plunged.
The fund industry is split between companies that actively manage investments and those that try to match the performance of indexes such as the Standard & Poor’s 500.
Marriage of Styles
There has never been a marriage on this scale between managers with differing investing styles, said Geoff Bobroff, president of Bobroff Consulting Inc. in East Greenwich, Rhode Island, who advises mutual-fund companies.
The deal will build on Fink’s $8.5 billion takeover of New York-based Merrill Lynch’s investment unit in 2006, which enabled BlackRock to add stock funds.
BlackRock managed $1.28 trillion as of March 31, including $474 billion in bonds, $322 billion in cash products, $266 billion in stock funds and $52 billion in alternative investments such as hedge funds. BlackRock also advises clients on $169 billion in assets including distressed-debt and mortgages.
The company is known mainly for its active stock and bond funds, such as those overseen by Robert Doll, global investment chief of equities, and Scott Amero, chief investment officer of fixed income.
Asset Mix
BGI’s assets included $829 billion in stocks, $427 billion in bonds and $159 billion in cash as of Dec. 31, the most recent breakdown on its Web site. More than 70 percent was tied to indexes, including IShares exchange-traded funds. The firm has more than 2,800 funds that track about 250 indexes worldwide.
The combined company will have more than 9,000 employees in 24 countries.
ETFs accounted for $375 billion of BGI’s assets as of May 31, giving it 48 percent of the market, according to a June 7 research report from BGI. ETFs typically track indexes and trade throughout the day like stocks.
The ETF business will give BlackRock an advantage over Pacific Investment Management Co., its biggest fixed-income rival. The Newport Beach, California-based firm, founded by Bill Gross, is starting to build an ETF roster.
Fink is adding funds at a time when customer redemptions and market declines have slashed assets under management at BlackRock and its competitors. First-quarter net income fell 65 percent to $84 million.
Index Funds Gain
While investors withdrew a net $230 billion from U.S.- registered stock and bond mutual funds in 2008, they added $34 billion to index funds, according to the Investment Company Institute, a Washington-based trade group. Exchange-traded funds, which aren’t included in the institute’s mutual-fund data, added $177 billion.
Diversified U.S. equity index funds declined 38 percent in 2008, edging out their active peers, which fell 39 percent. That helped persuade more investors to move to passive investing.
Active funds have performed better this year. Diversified active U.S. equity funds returned an average 10 percent through June 10, compared with a gain of 7.3 percent for diversified equity index funds.
BGI was created in 1996 when Barclays bought Wells Fargo Nikko Advisors and merged it with its BZW Investment Management unit. Wells Fargo Nikko had been a joint venture between San Francisco-based Wells Fargo & Co. and Tokyo-based Nikko Cordial Securities Inc.
BlackRock will receive a $45 million termination fee if CVC doesn’t match the BlackRock offer and Barclays’ shareholders don’t approve the deal, the bank said in its statement.
Citigroup and Credit Suisse served as lead financial advisers to BlackRock. Bank of America’s Merrill Lynch unit, Morgan Stanley and Perella Weinberg Partners provided additional advice. Skadden, Arps, Slate, Meagher & Flom was legal counsel.
Barclays Capital acted as lead financial adviser to Barclays, and Lazard & Co. also provided advice. Clifford Chance LLP and Sullivan & Cromwell LLP were the bank’s legal advisers.
BlackRock will pay $6.6 billion in cash and the rest in stock for Barclays Global Investors, the New York-based company said today in a statement. Barclays will hold a 19.9 percent stake in the combined company. Financing will include $2.8 billion from the sale of equity to institutional investors and as much as $2 billion in loans from Barclays and other banks.
The purchase, the biggest of a fund manager, creates a company overseeing $2.7 trillion in assets, more than the Federal Reserve. BlackRock will add about $1 trillion in investments that track market indexes, which are attracting clients at the expense of funds whose managers choose securities to buy and sell. It’s the first top-ranked firm to attempt to combine both types of businesses.
“This will bring the greatest sweep of products to our clients,” Fink, BlackRock’s chairman and chief executive officer, said in a telephone interview. “This transaction is transformational.”
Barclays, the U.K.’s third-largest bank, agreed in April to sell BGI’s IShares exchange-traded fund unit to London-based CVC Capital Partners Ltd. for $4.4 billion. The bank, which is seeking to raise capital to replenish loan losses, had until June 18 to find a better deal for IShares or all of BGI, which analysts last month valued at more than $10 billion.
Combined Value
The private-equity firm, which has until June 18 to match BlackRock’s offer, is unlikely to submit a higher bid, said a person familiar with the talks, who declined to be identified. CVC will instead receive a $175 million breakup fee. Officials at the firm declined to comment today. Barclays can no longer solicit bids for San Francisco-based BGI from other buyers.
The combined company will have a market value of more than $34 billion, Fink, 56, said on a conference call. The deal will add to per-share cash earnings by 10 percent in 2010, he said.
“It looks like a good price, a strong gain and it removes the rights issue prospect for Barclays,” said Simon Maughan, an analyst at MF Global Securities in London who has a “buy” rating on Barclays. “It will allow Barclays to redeploy capital in Barclays Capital for at least as good a return as BGI.”
Barclays will have a net gain of $8.8 billion from the sale, which will increase its core Tier 1 capital ratio, a measure of financial strength, by 150 basis points to 8 percent as of Dec. 31, 2008, the bank said in a statement.
Shares Fall
Barclays fell 12.5 pence, or 4.1 percent, to 292 pence in London. The shares have gained 90 percent this year, the best performance in the five-member FTSE 350 Banks Index.
BlackRock dropped $6.04, or 3.3 percent, to $176.56 at 4:15 p.m. in New York Stock Exchange composite trading. The stock has gained 32 percent this year, compared with a 0.5 percent rise by the Russell 1000 Financial Services Index.
John Varley, Barclays’ CEO, and President Robert Diamond will join the board of the new company, to be called BlackRock Global Investors. Blake Grossman, CEO of the Barclays investment unit, will be a vice chairman of BlackRock.
Diamond, 57, stands to make a $26 million profit from the sale of his stake in BGI, the company said. He was awarded BGI options and bought stock before joining its board in 2005. Diamond’s payout comes from a total of about $576 million to be shared by 410 BIG executives.
Barclays will have a 4.9 percent voting interest in the company, with restrictions on the sale or acquisition of shares. It will have the right to maintain its ownership percentage if BlackRock issues additional shares in the future.
Stakes Diluted
Bank of America Corp., based in Charlotte, North Carolina, will see its stake in BlackRock drop to 34.2 percent from the 47 percent it held on March 31. Pittsburgh-based PNC Financial Services Group Inc. will own 24.6 percent, down from 32 percent.
Barclays, along with Citigroup Inc. and Credit Suisse Group AG, will provide BlackRock with a 364-day revolving credit line of as much as $2 billion. BlackRock plans to refinance any use of the credit with proceeds of term-debt financings.
A group of undisclosed investors agreed to buy 19.9 million new shares for about $140.70 each, BlackRock said. That’s a 10 percent discount to the 10-day moving average of the stock price prior to the agreement, Fink said on the call.
BlackRock, currently the No. 3 fund company, and Bank of New York Mellon Corp. were the main bidders for BGI and its $1.5 trillion of assets, the most in the industry.
Fink’s Edge
Fink was able to win BGI partly because the company’s stock price has risen 36 percent this year, compared with a gain of 2.2 percent by BNY Mellon. State Street Corp., which has $1.44 trillion in assets, mostly in index-based products, probably was hindered by antitrust concerns.
The BGI deal pushes BlackRock past State Street and widens the lead over Fidelity Investments, an active manager with $1.25 trillion in assets. Both rivals are based in Boston.
BGI is Europe’s biggest hedge-fund firm, Canada’s largest independent manager of pension-fund assets and Japan’s No. 1 firm with discretion over client holdings, according to the company. Barclays Global’s pretax profit fell 19 percent to $595 million last year as financial markets plunged.
The fund industry is split between companies that actively manage investments and those that try to match the performance of indexes such as the Standard & Poor’s 500.
Marriage of Styles
There has never been a marriage on this scale between managers with differing investing styles, said Geoff Bobroff, president of Bobroff Consulting Inc. in East Greenwich, Rhode Island, who advises mutual-fund companies.
The deal will build on Fink’s $8.5 billion takeover of New York-based Merrill Lynch’s investment unit in 2006, which enabled BlackRock to add stock funds.
BlackRock managed $1.28 trillion as of March 31, including $474 billion in bonds, $322 billion in cash products, $266 billion in stock funds and $52 billion in alternative investments such as hedge funds. BlackRock also advises clients on $169 billion in assets including distressed-debt and mortgages.
The company is known mainly for its active stock and bond funds, such as those overseen by Robert Doll, global investment chief of equities, and Scott Amero, chief investment officer of fixed income.
Asset Mix
BGI’s assets included $829 billion in stocks, $427 billion in bonds and $159 billion in cash as of Dec. 31, the most recent breakdown on its Web site. More than 70 percent was tied to indexes, including IShares exchange-traded funds. The firm has more than 2,800 funds that track about 250 indexes worldwide.
The combined company will have more than 9,000 employees in 24 countries.
ETFs accounted for $375 billion of BGI’s assets as of May 31, giving it 48 percent of the market, according to a June 7 research report from BGI. ETFs typically track indexes and trade throughout the day like stocks.
The ETF business will give BlackRock an advantage over Pacific Investment Management Co., its biggest fixed-income rival. The Newport Beach, California-based firm, founded by Bill Gross, is starting to build an ETF roster.
Fink is adding funds at a time when customer redemptions and market declines have slashed assets under management at BlackRock and its competitors. First-quarter net income fell 65 percent to $84 million.
Index Funds Gain
While investors withdrew a net $230 billion from U.S.- registered stock and bond mutual funds in 2008, they added $34 billion to index funds, according to the Investment Company Institute, a Washington-based trade group. Exchange-traded funds, which aren’t included in the institute’s mutual-fund data, added $177 billion.
Diversified U.S. equity index funds declined 38 percent in 2008, edging out their active peers, which fell 39 percent. That helped persuade more investors to move to passive investing.
Active funds have performed better this year. Diversified active U.S. equity funds returned an average 10 percent through June 10, compared with a gain of 7.3 percent for diversified equity index funds.
BGI was created in 1996 when Barclays bought Wells Fargo Nikko Advisors and merged it with its BZW Investment Management unit. Wells Fargo Nikko had been a joint venture between San Francisco-based Wells Fargo & Co. and Tokyo-based Nikko Cordial Securities Inc.
BlackRock will receive a $45 million termination fee if CVC doesn’t match the BlackRock offer and Barclays’ shareholders don’t approve the deal, the bank said in its statement.
Citigroup and Credit Suisse served as lead financial advisers to BlackRock. Bank of America’s Merrill Lynch unit, Morgan Stanley and Perella Weinberg Partners provided additional advice. Skadden, Arps, Slate, Meagher & Flom was legal counsel.
Barclays Capital acted as lead financial adviser to Barclays, and Lazard & Co. also provided advice. Clifford Chance LLP and Sullivan & Cromwell LLP were the bank’s legal advisers.
Cypress Sharpridge Inv. Prices $99.1M Share Offering
Cypress Sharpridge Investments, Inc. (NYSE: CYS - News) announced today the pricing of its initial public offering of 9,100,000 shares of common stock at $11.00 per share. The shares will be listed on the New York Stock Exchange under the symbol “CYS.” The offering is expected to close on June 17, 2009.
Barclays Capital Inc. is the sole book runner for the offering. JMP Securities LLC and Stifel, Nicolaus & Company, Incorporated are co-lead managers and Oppenheimer & Co. Inc. is a co-manager for the offering. Cypress Sharpridge Investments has granted to the underwriters a 30 day option to purchase up to an additional 1,365,000 shares of common stock to cover over-allotments, if any. All of the shares in the initial public offering are being offered by Cypress Sharpridge Investments, and the proceeds of the offering will be used to invest in Agency RMBS on a leveraged basis.
Barclays Capital Inc. is the sole book runner for the offering. JMP Securities LLC and Stifel, Nicolaus & Company, Incorporated are co-lead managers and Oppenheimer & Co. Inc. is a co-manager for the offering. Cypress Sharpridge Investments has granted to the underwriters a 30 day option to purchase up to an additional 1,365,000 shares of common stock to cover over-allotments, if any. All of the shares in the initial public offering are being offered by Cypress Sharpridge Investments, and the proceeds of the offering will be used to invest in Agency RMBS on a leveraged basis.
Marshall & Ilsley Prices $480M Share Offering
Marshall & Ilsley Corporation (NYSE: MI - News; M&I) announced today the pricing of its public offering of 87,000,000 shares of its common stock at $5.75 per share. The proceeds to M&I after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $480 million. M&I has granted the underwriters an option to purchase up to an additional 13,000,000 shares of its common stock. The offering is expected to close on June 17, 2009. Morgan Stanley & Co. Incorporated and Barclays Capital Inc. are acting as joint book-runners for the offering.
Thursday, June 11, 2009
US Judge Okays $586M IPO Settlement
A proposed $586 million settlement to end investor lawsuits over the pricing of initial public offerings during the late 1990s stock market boom has won preliminary approval from a federal judge.
Judge Shira Scheindlin, in a ruling made public on Thursday, scheduled a fairness hearing on the proposed settlement for September 10 in U.S. District Court in Manhattan.
She must give final approval before the money can begin to be distributed to investors.
The settlement, significantly less than investors had once hoped to receive, would end more than eight years of litigation in more than 300 lawsuits against 55 investment banks and more than 300 companies that went public at the height of the technology stock bubble.
The plaintiffs contend that the prices of many IPOs were manipulated, costing them billions of dollars when technology stocks careened earlier this decade. They say the IPO underwriters required them to buy shares often at inflated prices, and to pay the underwriters undisclosed compensation. The defendants have denied any wrongdoing.
Earlier efforts to settle the case for more than $1 billion fell apart as the litigation went through appeals.
Scheindlin said it was now in the plaintiffs' best interests to resolve the case quickly, saying that in the current economic climate a bigger settlement was unlikely.
"Simply put, plaintiffs cannot expect to receive a similar recovery to that they had hoped to receive during more bullish years," she wrote.
The bank defendants included Credit Suisse Group AG (VTX:CSGN.VX - News), JPMorgan Chase & Co (NYSE:JPM - News), Morgan Stanley (MS - News) and Goldman Sachs Group Inc (GS - News). The judge's ruling did not disclose how much each bank would pay into the settlement fund.
The case is In re: IPO Securities Litigation, U.S. District Court, Southern District of New York, No. 21 MC 92.
Judge Shira Scheindlin, in a ruling made public on Thursday, scheduled a fairness hearing on the proposed settlement for September 10 in U.S. District Court in Manhattan.
She must give final approval before the money can begin to be distributed to investors.
The settlement, significantly less than investors had once hoped to receive, would end more than eight years of litigation in more than 300 lawsuits against 55 investment banks and more than 300 companies that went public at the height of the technology stock bubble.
The plaintiffs contend that the prices of many IPOs were manipulated, costing them billions of dollars when technology stocks careened earlier this decade. They say the IPO underwriters required them to buy shares often at inflated prices, and to pay the underwriters undisclosed compensation. The defendants have denied any wrongdoing.
Earlier efforts to settle the case for more than $1 billion fell apart as the litigation went through appeals.
Scheindlin said it was now in the plaintiffs' best interests to resolve the case quickly, saying that in the current economic climate a bigger settlement was unlikely.
"Simply put, plaintiffs cannot expect to receive a similar recovery to that they had hoped to receive during more bullish years," she wrote.
The bank defendants included Credit Suisse Group AG (VTX:CSGN.VX - News), JPMorgan Chase & Co (NYSE:JPM - News), Morgan Stanley (MS - News) and Goldman Sachs Group Inc (GS - News). The judge's ruling did not disclose how much each bank would pay into the settlement fund.
The case is In re: IPO Securities Litigation, U.S. District Court, Southern District of New York, No. 21 MC 92.
Capitol Acquisition To Merge With Pine River Capital
Capitol Acquisition Corp. ("Capitol") (NYSE Amex: CLA), a public investment vehicle, Pine River Capital Management L.P., a multi-strategy asset management firm with over $800 million in assets under management, and Two Harbors Investment Corp. ("Two Harbors"), a newly organized real estate investment trust (REIT), announced today that they have signed an agreement and plan of merger pursuant to which Capitol will be acquired by Two Harbors. Two Harbors intends to focus on residential mortgage backed securities and will be externally managed by PRCM Advisers LLC ("PRCM"), a subsidiary of Pine River Capital Management L.P. ("Pine River"). The transaction is expected to be completed by the end of the third quarter of 2009, pending approval by Capitol's stockholders and warrant holders and subject to certain closing conditions, including the amendment of Capitol's charter to remove certain provisions customarily contained in the charters of special purpose acquisition companies, in order to permit the merger.
"We believe Two Harbors represents a compelling opportunity for investors to capitalize on historically unprecedented values in the $11 trillion U.S. mortgage market," said Mark Ein, Chairman and Chief Executive Officer of Capitol who will become Vice Chairman of Two Harbors upon completion of the transaction. "We are excited to partner with Pine River and their veteran team with a proven track record of investing in residential mortgage backed securities. We believe that Two Harbors, as a newly formed REIT, created at or near book value with no legacy assets, will be well positioned to generate attractive risk-adjusted returns," added Mr. Ein.
Two Harbors intends to pursue a relative value strategy targeting all subsets of the RMBS market. This strategy seeks to capture inefficiencies created by the current dislocations in non-Agency and Agency securities, and longer-term opportunities in residential mortgage assets.
Under the terms of the merger agreement, the common stock of Capitol issued through Capitol's November 2007 initial public offering will convert on a share-for-share basis into 100% of the common stock of Two Harbors. Capitol's founders will retire 100% of their pre-IPO founders' shares. As a condition of the transaction, Capitol's warrant holders will be asked to amend the strike price of their warrants to $11.00 per share in exchange for extending the warrant expiration by one year to November 7, 2013.
"We are delighted to partner with the Capitol team to create an efficient public vehicle for investors to access the RMBS market," said Brian Taylor, Founder and Chief Executive Officer of Pine River who will serve as Chairman of Two Harbors upon completion of the transaction. "Together with Capitol's team of accomplished investors and executives, we look forward to offering Pine River's expertise in portfolio management and mortgage backed securities to a new group of investors," added Mr. Taylor.
RMBS Investment Veterans Named Co-CIOs
Two Harbors' investment team will be led by Co-Chief Investment Officers Steve Kuhn and Bill Roth. Mr. Kuhn joined Pine River from Goldman Sachs Asset Management in January 2008. He has over 16 years of experience investing in and trading mortgage backed, asset backed and related securities at Goldman Sachs, Citadel and Cargill. Mr. Roth will join Pine River effective June 16, 2009 after having worked at Citigroup Global Markets Inc. since 1981, most recently as a Managing Director in the firm's proprietary trading group managing mortgage backed and asset backed securities portfolios.
High Quality Infrastructure and Oversight
Two Harbors will be externally-managed by PRCM, a wholly-owned subsidiary of Pine River. Pine River is a leading independent global alternative investment advisor with over $800 million in assets under management, 54 employees, 19 investment professionals and six partners, with an average of 18 years experience in the alternative investment management industry. Pine River has regulatory registrations in five nations and operates from offices in New York, London, Hong Kong, San Francisco and Minnesota. Under a management agreement between PRCM and Two Harbors, PRCM will earn an annual management fee of 1.5% of shareholders' equity, but will not charge any additional performance fees.
The management of Two Harbors will be led by Chief Executive Officer Tom Siering, who joined Pine River as a Partner in 2006 from EBF & Associates where he was head of the Value Investment Group. Jeff Stolt, a Pine River Partner and Chief Financial Officer, will serve as Two Harbors' Chief Financial Officer.
The Board will be led by Messrs. Taylor and Ein. Prior to Founding Pine River in 2002, Mr. Taylor was Partner and head of the convertible arbitrage group at EBF & Associates, a Minnesota based private investment firm. Mr. Ein has a long track record of building successful growth businesses. Prior to founding and serving as CEO of Capitol, he established Venturehouse Group, LLC, a technology holding company that spawned and grew several notable portfolio companies. Mr. Ein was also a Principal with The Carlyle Group and worked at Brentwood Associates and in the CMBS business at Goldman Sachs. They will be joined by Mr. Siering and four independent directors to be named later.
Credit Suisse Securities (USA) LLC is serving as financial advisor to Pine River. Clifford Chance US LLP is advising Pine River and Graubard Miller and Latham & Watkins LLP are advising Capitol.
Other Merger Agreement Terms
Upon completion of the merger, the approximately $260 million currently held in trust by Capitol, less expenses and any amounts released to Capitol's common stockholders electing their right to conversion or used by Capitol to purchase shares in forward sales or other transactions, will be used by Two Harbors for the purposes of investing in residential mortgage backed securities. The merger is conditioned upon a minimum amount of proceeds remaining after expenses and completion of such conversions or forward sales.
"We believe Two Harbors represents a compelling opportunity for investors to capitalize on historically unprecedented values in the $11 trillion U.S. mortgage market," said Mark Ein, Chairman and Chief Executive Officer of Capitol who will become Vice Chairman of Two Harbors upon completion of the transaction. "We are excited to partner with Pine River and their veteran team with a proven track record of investing in residential mortgage backed securities. We believe that Two Harbors, as a newly formed REIT, created at or near book value with no legacy assets, will be well positioned to generate attractive risk-adjusted returns," added Mr. Ein.
Two Harbors intends to pursue a relative value strategy targeting all subsets of the RMBS market. This strategy seeks to capture inefficiencies created by the current dislocations in non-Agency and Agency securities, and longer-term opportunities in residential mortgage assets.
Under the terms of the merger agreement, the common stock of Capitol issued through Capitol's November 2007 initial public offering will convert on a share-for-share basis into 100% of the common stock of Two Harbors. Capitol's founders will retire 100% of their pre-IPO founders' shares. As a condition of the transaction, Capitol's warrant holders will be asked to amend the strike price of their warrants to $11.00 per share in exchange for extending the warrant expiration by one year to November 7, 2013.
"We are delighted to partner with the Capitol team to create an efficient public vehicle for investors to access the RMBS market," said Brian Taylor, Founder and Chief Executive Officer of Pine River who will serve as Chairman of Two Harbors upon completion of the transaction. "Together with Capitol's team of accomplished investors and executives, we look forward to offering Pine River's expertise in portfolio management and mortgage backed securities to a new group of investors," added Mr. Taylor.
RMBS Investment Veterans Named Co-CIOs
Two Harbors' investment team will be led by Co-Chief Investment Officers Steve Kuhn and Bill Roth. Mr. Kuhn joined Pine River from Goldman Sachs Asset Management in January 2008. He has over 16 years of experience investing in and trading mortgage backed, asset backed and related securities at Goldman Sachs, Citadel and Cargill. Mr. Roth will join Pine River effective June 16, 2009 after having worked at Citigroup Global Markets Inc. since 1981, most recently as a Managing Director in the firm's proprietary trading group managing mortgage backed and asset backed securities portfolios.
High Quality Infrastructure and Oversight
Two Harbors will be externally-managed by PRCM, a wholly-owned subsidiary of Pine River. Pine River is a leading independent global alternative investment advisor with over $800 million in assets under management, 54 employees, 19 investment professionals and six partners, with an average of 18 years experience in the alternative investment management industry. Pine River has regulatory registrations in five nations and operates from offices in New York, London, Hong Kong, San Francisco and Minnesota. Under a management agreement between PRCM and Two Harbors, PRCM will earn an annual management fee of 1.5% of shareholders' equity, but will not charge any additional performance fees.
The management of Two Harbors will be led by Chief Executive Officer Tom Siering, who joined Pine River as a Partner in 2006 from EBF & Associates where he was head of the Value Investment Group. Jeff Stolt, a Pine River Partner and Chief Financial Officer, will serve as Two Harbors' Chief Financial Officer.
The Board will be led by Messrs. Taylor and Ein. Prior to Founding Pine River in 2002, Mr. Taylor was Partner and head of the convertible arbitrage group at EBF & Associates, a Minnesota based private investment firm. Mr. Ein has a long track record of building successful growth businesses. Prior to founding and serving as CEO of Capitol, he established Venturehouse Group, LLC, a technology holding company that spawned and grew several notable portfolio companies. Mr. Ein was also a Principal with The Carlyle Group and worked at Brentwood Associates and in the CMBS business at Goldman Sachs. They will be joined by Mr. Siering and four independent directors to be named later.
Credit Suisse Securities (USA) LLC is serving as financial advisor to Pine River. Clifford Chance US LLP is advising Pine River and Graubard Miller and Latham & Watkins LLP are advising Capitol.
Other Merger Agreement Terms
Upon completion of the merger, the approximately $260 million currently held in trust by Capitol, less expenses and any amounts released to Capitol's common stockholders electing their right to conversion or used by Capitol to purchase shares in forward sales or other transactions, will be used by Two Harbors for the purposes of investing in residential mortgage backed securities. The merger is conditioned upon a minimum amount of proceeds remaining after expenses and completion of such conversions or forward sales.
Marshall & Ilsley Launches $400M Share Offering
Marshall & Ilsley Corporation (NYSE: MI - News; M&I) announced today that it has commenced a public offering of $400 million of its common stock for sale to the public. The underwriters in this offering will be granted an option to purchase up to an additional 15 percent of the shares sold. Morgan Stanley & Co. Incorporated and Barclays Capital Inc. are acting as joint book-runners for the offering.
Jones Lang LaSalle Prices $227.5M Sh Offering
Jones Lang LaSalle Incorporated (NYSE: JLL - News) today announced the pricing of a public offering of 6,500,000 shares of its common stock at a price of $35.00 per share. In connection with the offering, the Company has granted the underwriters a 30-day option to purchase up to 975,000 additional shares of common stock to cover overallotments. Subject to customary conditions, the offering is expected to close on or about June 16, 2009. Merrill Lynch & Co. is serving as book-running manager and BMO Capital Markets, ABN AMRO Incorporated and Barclays Capital are acting as lead managers for the offering.
FNB Corp Prices $109M Share Offering
F.N.B. Corporation (NYSE: FNB - News) today announced the pricing of an underwritten public offering of 21.0 million shares of its common stock at a price of $5.50 per share.
Keefe, Bruyette & Woods is acting as the lead book-running manager, with Sandler O'Neill + Partners, L.P. and SunTrust Robinson Humphrey acting as co-managers. F.N.B. Corporation has granted the underwriters a 30-day option to purchase up to an additional 3.15 million shares of F.N.B. Corporation common stock to cover over-allotments, if any.
F.N.B. Corporation intends to use the net proceeds from the offering, which are expected to be approximately $109.3 million (without giving effect to the exercise of the underwriters' over-allotment option), for general corporate purposes and the possible repurchase of the $100 million of preferred shares plus the warrant issued in connection therewith held by the U.S. Treasury.
F.N.B. Corporation expects to close the sale of common stock, subject to customary conditions, on June 16, 2009.
Keefe, Bruyette & Woods is acting as the lead book-running manager, with Sandler O'Neill + Partners, L.P. and SunTrust Robinson Humphrey acting as co-managers. F.N.B. Corporation has granted the underwriters a 30-day option to purchase up to an additional 3.15 million shares of F.N.B. Corporation common stock to cover over-allotments, if any.
F.N.B. Corporation intends to use the net proceeds from the offering, which are expected to be approximately $109.3 million (without giving effect to the exercise of the underwriters' over-allotment option), for general corporate purposes and the possible repurchase of the $100 million of preferred shares plus the warrant issued in connection therewith held by the U.S. Treasury.
F.N.B. Corporation expects to close the sale of common stock, subject to customary conditions, on June 16, 2009.
Wednesday, June 10, 2009
CMS Energy Prices $450M Equity/Note Offerings
CMS Energy (NYSE: CMS - News) announced today the pricing of $150 million principal amount of 5.50 percent Convertible Senior Notes due 2029 and $300 million principal amount of 8.75 percent Senior Notes due 2019. In addition, CMS Energy may issue up to an additional $22.5 million principal amount of convertible senior notes upon exercise of an option granted to the underwriters to cover over-allotments, if any.
The convertible senior notes will pay interest semi-annually at a rate of 5.50 percent per annum and will mature on June 15, 2029. The convertible senior notes will be convertible under certain circumstances and during certain periods at an initial conversion rate of 69.1443 shares of CMS Energy's common stock per $1,000 principal amount of convertible senior notes (representing an initial conversion price of approximately $14.46 per share of common stock), subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of 25 percent over the last reported sale price of the common stock on June 9, 2009 of $11.57 per share. The convertible senior notes will be convertible prior to June 30, 2027 only upon specified events and, thereafter, at any time. Upon conversion, holders will receive cash up to the principal amount of each convertible senior note, and any excess conversion value will be delivered, at CMS Energy's option, in cash or a combination of cash and shares of CMS Energy's common stock. CMS Energy may redeem some or all of the convertible senior notes for cash on or after June 20, 2014.
The senior notes will pay interest semi-annually at a rate of 8.75 percent per annum and will mature on June 15, 2019. CMS Energy may redeem, at a make-whole premium, some or all of the senior notes for cash at any time.
It is expected that the net proceeds from the offerings will be used for the retirement of existing indebtedness (including approximately $115 million of the net proceeds from the offering of convertible senior notes to repurchase, at a discount, a substantial portion of the outstanding principal amount of the convertible subordinated debentures underlying the 7.75 percent Convertible Quarterly Income Preferred Securities of CMS Energy Trust I) and for general corporate purposes.
The closings of both offerings are expected to occur on June 15, 2009, subject to satisfaction of customary market and other closing conditions.
Barclays Capital Inc. is acting as sole book-running manager for the convertible senior notes offering. Barclays Capital Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc. and UBS Securities LLC are acting as joint book-running managers for the senior notes offering.
The convertible senior notes will pay interest semi-annually at a rate of 5.50 percent per annum and will mature on June 15, 2029. The convertible senior notes will be convertible under certain circumstances and during certain periods at an initial conversion rate of 69.1443 shares of CMS Energy's common stock per $1,000 principal amount of convertible senior notes (representing an initial conversion price of approximately $14.46 per share of common stock), subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of 25 percent over the last reported sale price of the common stock on June 9, 2009 of $11.57 per share. The convertible senior notes will be convertible prior to June 30, 2027 only upon specified events and, thereafter, at any time. Upon conversion, holders will receive cash up to the principal amount of each convertible senior note, and any excess conversion value will be delivered, at CMS Energy's option, in cash or a combination of cash and shares of CMS Energy's common stock. CMS Energy may redeem some or all of the convertible senior notes for cash on or after June 20, 2014.
The senior notes will pay interest semi-annually at a rate of 8.75 percent per annum and will mature on June 15, 2019. CMS Energy may redeem, at a make-whole premium, some or all of the senior notes for cash at any time.
It is expected that the net proceeds from the offerings will be used for the retirement of existing indebtedness (including approximately $115 million of the net proceeds from the offering of convertible senior notes to repurchase, at a discount, a substantial portion of the outstanding principal amount of the convertible subordinated debentures underlying the 7.75 percent Convertible Quarterly Income Preferred Securities of CMS Energy Trust I) and for general corporate purposes.
The closings of both offerings are expected to occur on June 15, 2009, subject to satisfaction of customary market and other closing conditions.
Barclays Capital Inc. is acting as sole book-running manager for the convertible senior notes offering. Barclays Capital Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc. and UBS Securities LLC are acting as joint book-running managers for the senior notes offering.
Jones Lang LaSalle Commences Equity Offering
Jones Lang LaSalle Incorporated (NYSE: JLL - News) announced today that it plans to offer 5,500,000 shares of its common stock in an underwritten public offering. The Company also plans to grant the underwriters a 30-day option to purchase up to 825,000 additional shares of common stock to cover overallotments, if any. Merrill Lynch & Co. is serving as book-running manager and BMO Capital Markets, Barclays Capital and ABN AMRO Incorporated are acting as lead managers for the offering.
FBR Capital Announces Share Offering
FBR Capital Markets Corporation (Nasdaq: FBCM - News; FBR Capital Markets), a leading investment bank serving the middle market, announced today the commencement of a public offering of 20,000,000 shares of its common stock, par value $0.001 per share. The underwriters will be granted a 30-day option to purchase up to an additional 3,000,000 shares of FBR Capital Markets common stock to cover over-allotments, if any, from a selling stockholder that is a wholly-owned subsidiary of Arlington Asset Investment Corp. If the underwriters' over-allotment option is exercised, FBR Capital Markets will not receive any of the net proceeds from the sale of shares by the selling stockholder pursuant to any exercise of the underwriters' over-allotment option.
FBR Capital Markets & Co., a wholly-owned subsidiary of FBR Capital Markets, is the book-running manager for the offering. Barclays Capital Inc. is the co-lead manager, and UBS Investment Bank and Sandler O'Neill & Partners, L.P. are co-managers for the offering
FBR Capital Markets & Co., a wholly-owned subsidiary of FBR Capital Markets, is the book-running manager for the offering. Barclays Capital Inc. is the co-lead manager, and UBS Investment Bank and Sandler O'Neill & Partners, L.P. are co-managers for the offering
Stone Energy Commences Share Offering
Stone Energy Corporation (NYSE: SGY - News) today announced that it has commenced a registered underwritten public offering of 6,000,000 shares of its common stock. The underwriters will have a 30-day option to purchase up to 900,000 additional shares of its common stock. Stone intends to use the net proceeds from the offering for general corporate purposes, which may include the reduction of outstanding borrowings under its bank credit facility.
Barclays Capital Inc. and Merrill Lynch & Co. are acting as the joint book-running managers of the offering
Barclays Capital Inc. and Merrill Lynch & Co. are acting as the joint book-running managers of the offering
Tuesday, June 9, 2009
Intelligrated To Buy FKI Logistex For $40M
Intelligrated, a supplier of integrated material handling systems, has agreed to acquire FKI Logistex Holdings from Melrose for $40 million. The transaction is expected to close this month. Rothschild advised FKI Logistex Holdings.
Nikon Offers To Buy Metris For 156M Euros
Nikon Corp made an offer to acquire Metris, the Belgian measurement solutions company, for 156 million euros. Mitsubishi UFJ Securities advised Nikon, while Jefferies & Co advised Metris.
Weatherford To Buy TNK BP Intl Unit For $489M
Weatherford International, the oil and gas provider, agreed to acquire the oil field services enterprises of TNK BP International, the Russian oil field services provider, for $489 million. UBS Investment Bank advised TNK BP International
Amlin To Buy FCI For 350M Euros
Amlin, the UK Insurance Group, agreed to acquire FCI, the Dutch insurance and risk management solutions provider, for 350 million Euros. The deal is in line with Amlin's strategy to expand its business into the Netherlands and Belgium. Lexicon Partners advised Amlin, while Rothschild advised FCI.
Swiss Prime Buys Jelmoli Stake for 1.095B Euros
Swiss Prime Site, a Swiss property development company, agreed to acquire a 30% stake in Jelmoli Holding, a Swiss real estate company, for 1.095 billion Euros. Credit Suisse advised Swiss Prime Site.
Axa F2i Group Buy Enel Rete Gas For 1.2B Euros
Axa Private Equity and F2i, an Italian investment fund, have agreed to acquire an 80% stake in Enel Rete Gas, an Italian gas distribution company, for 1.2 billion euros. HSBC and Bank of America Merrill Lynch advised Axa and F2i, while JP Morgan and Mediobanca have advised Enel Rete Gas.
Brookdale Senior Living Closes $164M Share Offering
Brookdale Senior Living Inc. (NYSE: BKD - News; the "Company") today announced the closing of its previously disclosed public offering of 13,953,489 shares of common stock, at a public offering price of $10.75 per share. The underwriters in the offering exercised in full their option to purchase 2,093,023 additional shares of common stock from the Company at the public offering price, resulting in net proceeds to the Company from the offering of approximately $164 million.
The Company has used a portion of the net proceeds from the offering to repay the $125 million of indebtedness that was outstanding under its credit agreement, and will use the remainder for working capital and other general corporate purposes.
As previously announced, in conjunction with the offering and at the Company's request, the Company's credit agreement was recently amended to, among other things, reduce the maximum revolving loan commitment to $75 million, eliminate the requirement for mandatory prepayments, and increase the Company's flexibility to make acquisitions and capital expenditures and to incur letters of credit and other liens.
Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch & Co. acted as Joint Book-Running Managers and as representatives for the underwriters of this offering.
The Company has used a portion of the net proceeds from the offering to repay the $125 million of indebtedness that was outstanding under its credit agreement, and will use the remainder for working capital and other general corporate purposes.
As previously announced, in conjunction with the offering and at the Company's request, the Company's credit agreement was recently amended to, among other things, reduce the maximum revolving loan commitment to $75 million, eliminate the requirement for mandatory prepayments, and increase the Company's flexibility to make acquisitions and capital expenditures and to incur letters of credit and other liens.
Goldman, Sachs & Co., Barclays Capital Inc. and Merrill Lynch & Co. acted as Joint Book-Running Managers and as representatives for the underwriters of this offering.
Monday, June 8, 2009
Steel Dynamics Priced Equity Offerings
Steel Dynamics, Inc. - (Nasdaq: STLD - News) announced that it has priced its public offerings of common stock and 5.125% convertible senior notes due 2014. The offerings were made pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission.
The Company announced that it has agreed to sell 27,000,000 shares of its common stock at a public offering price of $13.50. The Company has granted the underwriters a 30-day option to purchase up to an additional 4,050,000 shares of common stock from the Company on the same terms and conditions to cover over-allotments, if any.
The Company also announced the pricing of its public offering of $250,000,000 aggregate principal amount of 5.125% convertible senior notes due 2014. The Company has granted the underwriters a 30-day option to purchase up to an additional $37,500,000 principal amount of convertible senior notes on the same terms and conditions to cover over-allotments, if any. The convertible senior notes will pay interest semi-annually at a rate of 5.125% and will mature on June 15, 2014, unless earlier repurchased or converted. The convertible senior notes will be convertible at the holder's option into shares of the Company at an initial conversion rate of 56.9801 shares of common stock per $1,000 principal amount of convertible senior notes, equivalent to a conversion price of approximately $17.55 per share of common stock, subject to adjustment in certain circumstances. The convertible senior notes are guaranteed by certain subsidiaries of the Company.
The Company intends to use the net proceeds from the offerings to repay the term loan portion of its existing senior secured credit facility in full. The remaining proceeds from the offerings will be used for general corporate purposes.
Merrill Lynch & Co., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and J.P.Morgan Securities Inc. are serving as joint book-running managers for both the common stock and the convertible senior notes offerings. BMO Capital Markets, PNC Capital Markets LLC and Wachovia Securities are serving as co-managers for the common stock offering. ABN AMRO Incorporated and PNC Capital Markets LLC are serving as co-managers for the convertible senior notes offering.
The Company announced that it has agreed to sell 27,000,000 shares of its common stock at a public offering price of $13.50. The Company has granted the underwriters a 30-day option to purchase up to an additional 4,050,000 shares of common stock from the Company on the same terms and conditions to cover over-allotments, if any.
The Company also announced the pricing of its public offering of $250,000,000 aggregate principal amount of 5.125% convertible senior notes due 2014. The Company has granted the underwriters a 30-day option to purchase up to an additional $37,500,000 principal amount of convertible senior notes on the same terms and conditions to cover over-allotments, if any. The convertible senior notes will pay interest semi-annually at a rate of 5.125% and will mature on June 15, 2014, unless earlier repurchased or converted. The convertible senior notes will be convertible at the holder's option into shares of the Company at an initial conversion rate of 56.9801 shares of common stock per $1,000 principal amount of convertible senior notes, equivalent to a conversion price of approximately $17.55 per share of common stock, subject to adjustment in certain circumstances. The convertible senior notes are guaranteed by certain subsidiaries of the Company.
The Company intends to use the net proceeds from the offerings to repay the term loan portion of its existing senior secured credit facility in full. The remaining proceeds from the offerings will be used for general corporate purposes.
Merrill Lynch & Co., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and J.P.Morgan Securities Inc. are serving as joint book-running managers for both the common stock and the convertible senior notes offerings. BMO Capital Markets, PNC Capital Markets LLC and Wachovia Securities are serving as co-managers for the common stock offering. ABN AMRO Incorporated and PNC Capital Markets LLC are serving as co-managers for the convertible senior notes offering.
Fidelity To Sell KKR IPO's
Mutual-fund giant Fidelity Investments and Kohlberg Kravis Roberts & Co. have agreed to sell initial public offerings and other stock offerings from the private-equity firm's companies to Fidelity retail customers.
The move comes as activity within the capital markets has picked up, after the IPO market had slowed over the past couple of years.
Under the terms of the deal, Boston-based Fidelity will get the right to sell retail securities to its customers. Traditionally, retail customers don't have the same access to IPO shares as customers of investment banks.
New York-based KKR has investments in 50 companies with a combined $200 billion of revenue.
"KKR will provide a significant source of investment opportunities for our customers over the coming years and be an important strategic relationship for our company," said Mark Haggerty, president of Fidelity's capital markets unit, in a statement.
The move comes as activity within the capital markets has picked up, after the IPO market had slowed over the past couple of years.
Under the terms of the deal, Boston-based Fidelity will get the right to sell retail securities to its customers. Traditionally, retail customers don't have the same access to IPO shares as customers of investment banks.
New York-based KKR has investments in 50 companies with a combined $200 billion of revenue.
"KKR will provide a significant source of investment opportunities for our customers over the coming years and be an important strategic relationship for our company," said Mark Haggerty, president of Fidelity's capital markets unit, in a statement.
Friday, June 5, 2009
Cyberspace Investment News June 5 Report
Good evening, this is Laura Speizman, Cyberspace Investment News, with the June 5 report.
In a week that started with the expected Chapter 11 filing of auto giant General Motors, the Dow Jones Industrial average gained 263 points from the week ago period. Jobs data influenced the market as losses have slowed in pace. While unemployment remains high at 9.4%, the number of companies shedding jobs has declined.
The week was particularly dominated by equity offerings. SunTrust Banks, Fifth Third Bancorp and KeyCorp priced equity offerings of $1 billion a piece, Lumena Resources announced its IPO, while Medidata Solutions set terms of its IPO expected to close by mid June. While debt offerings were light this week, Manulife Financial completed its $1 billion debt offering, Bunge priced a $600 million note offering and Express Scripts announced a note offering to finance its acquisition of Well Point’s pharmacy management business.
Merger activity continued to move ahead. Intel agreed to acquire Wind River Systems for $884 million, Philips Electronics acquired Saeco International, an expresso maker, for 200 million Euros, while Novatek, the Russian oil producer, agreed to acquire a 51% stake in Yamal-LNG, a Russian gas field operator, for $650 million.
This has been the Friday report. Good night.
In a week that started with the expected Chapter 11 filing of auto giant General Motors, the Dow Jones Industrial average gained 263 points from the week ago period. Jobs data influenced the market as losses have slowed in pace. While unemployment remains high at 9.4%, the number of companies shedding jobs has declined.
The week was particularly dominated by equity offerings. SunTrust Banks, Fifth Third Bancorp and KeyCorp priced equity offerings of $1 billion a piece, Lumena Resources announced its IPO, while Medidata Solutions set terms of its IPO expected to close by mid June. While debt offerings were light this week, Manulife Financial completed its $1 billion debt offering, Bunge priced a $600 million note offering and Express Scripts announced a note offering to finance its acquisition of Well Point’s pharmacy management business.
Merger activity continued to move ahead. Intel agreed to acquire Wind River Systems for $884 million, Philips Electronics acquired Saeco International, an expresso maker, for 200 million Euros, while Novatek, the Russian oil producer, agreed to acquire a 51% stake in Yamal-LNG, a Russian gas field operator, for $650 million.
This has been the Friday report. Good night.
Cyberspace Investment News May 29 Report
Good evening, this is Laura Speizman, Cyberspace Investment News with the May 29 report.
With a holiday shortened week, the Dow Jones Industrials had some modest gains with almost 300 points more at the end than at its start. Energy stocks saw gains because of a rise in oil prices while tech stocks rose 4.6% during the week. Stocks rose also because of solid demand from a government debt auction.
Debt heavy offerings reigned this week, with CBS adding $250 million to a $750 million debt offering, Talisman Energy priced a $700 million note offering, MetLife priced a $1.25 billion note offering and AMC Entertainment priced a $600 million note offering amongst the highlights. Equity offerings saw a $750 million IPO launched from a unit of PennyMac, Connacher Oil & Gas priced a $135 million share offering , Suntech Power closed a $277 million ADS offering, and OpenX Technologies raised $10 million in equity for its business. The merger market continues to plow ahead with deals. Headline maker Toys R Us agreed to acquire FAO Schwartz, while Stora Enso bought the assets of Empresarial Ence for $344 million, and AAMAC acquired Great American for $305 million. This has been the Friday report. Good nite.
With a holiday shortened week, the Dow Jones Industrials had some modest gains with almost 300 points more at the end than at its start. Energy stocks saw gains because of a rise in oil prices while tech stocks rose 4.6% during the week. Stocks rose also because of solid demand from a government debt auction.
Debt heavy offerings reigned this week, with CBS adding $250 million to a $750 million debt offering, Talisman Energy priced a $700 million note offering, MetLife priced a $1.25 billion note offering and AMC Entertainment priced a $600 million note offering amongst the highlights. Equity offerings saw a $750 million IPO launched from a unit of PennyMac, Connacher Oil & Gas priced a $135 million share offering , Suntech Power closed a $277 million ADS offering, and OpenX Technologies raised $10 million in equity for its business. The merger market continues to plow ahead with deals. Headline maker Toys R Us agreed to acquire FAO Schwartz, while Stora Enso bought the assets of Empresarial Ence for $344 million, and AAMAC acquired Great American for $305 million. This has been the Friday report. Good nite.
Cyberspace Investment News May 22 Report
Good evening, this is Laura Speizman, Cyberspace Investment News , with the Friday May 22 report.
While the Dow Jones Industrial Average had four straight days of losses, the industrials still ended up slightly for the week despite economic concerns over a global recovery and curbed optimism about the health of US banks.
In this week marked primarily by equity and debt offerings, Hewlett Packard, Regions Financial, Verizon Wireless and ConocoPhillips stood out with debt offering of over $1 billion each.
In a market that hasn’t seen many initial public offerings, OpenTable, the online restaurant reservation system, priced its IPO at $60 million. AIG, the insurer, announced plans to list its Asian unit in a $4 billion IPO offering in order to repay government loans.
Merger activity was slow during the week. However, Centrica, the UK energy company, agreed to buy 20% of British Energy for 2.9 billion Euros, Fleet, the Dutch investment company, agreed to buy a 50% stake in LeasePlan, the vehicle management services provider, for 1.3 billion Euros and Tiscali UK agreed to acquire TalkTalk, the telecom provider, for 236 million British pounds.
This is your Friday report, good night.
While the Dow Jones Industrial Average had four straight days of losses, the industrials still ended up slightly for the week despite economic concerns over a global recovery and curbed optimism about the health of US banks.
In this week marked primarily by equity and debt offerings, Hewlett Packard, Regions Financial, Verizon Wireless and ConocoPhillips stood out with debt offering of over $1 billion each.
In a market that hasn’t seen many initial public offerings, OpenTable, the online restaurant reservation system, priced its IPO at $60 million. AIG, the insurer, announced plans to list its Asian unit in a $4 billion IPO offering in order to repay government loans.
Merger activity was slow during the week. However, Centrica, the UK energy company, agreed to buy 20% of British Energy for 2.9 billion Euros, Fleet, the Dutch investment company, agreed to buy a 50% stake in LeasePlan, the vehicle management services provider, for 1.3 billion Euros and Tiscali UK agreed to acquire TalkTalk, the telecom provider, for 236 million British pounds.
This is your Friday report, good night.
Cyberspace Investment News May 15 Report
Good evening, this is Laura Speizman , Cyberspace Investment News, with the Friday May 15 report.
While the market’s have gone up and down, the past two weeks have proved to be a wash with the Dow Jones average up 150 last week and down 149 this week. Amidst the mire of economic reports and automaker troubles, unemployment rates are starting to go down and consumer confidence is rebounding slowly. In this time, there have been five debt deals over $1 billion that included Wal-Mart, Microsoft, Lloyds, Standard Chartered and Dow Chemical. Also during this time, three major equity deals over $1 billion included Ford Motor, BB&T Bank and MGM Mirage.
Merger activity while active on a steady pace is slow to rebound. However, such deals as Frontier Buying Verizon’s rural lines for $5.25 billion, RR Donnelly acquiring Quebecor World for $1.35 billion, Alpha Natural Resources acquiring Foundation Coal for $2 billion and ICAP acquiring LCH Clearinghouse for $1.1 billion have kept big deals in play.
This is your Friday Report. Good night.
While the market’s have gone up and down, the past two weeks have proved to be a wash with the Dow Jones average up 150 last week and down 149 this week. Amidst the mire of economic reports and automaker troubles, unemployment rates are starting to go down and consumer confidence is rebounding slowly. In this time, there have been five debt deals over $1 billion that included Wal-Mart, Microsoft, Lloyds, Standard Chartered and Dow Chemical. Also during this time, three major equity deals over $1 billion included Ford Motor, BB&T Bank and MGM Mirage.
Merger activity while active on a steady pace is slow to rebound. However, such deals as Frontier Buying Verizon’s rural lines for $5.25 billion, RR Donnelly acquiring Quebecor World for $1.35 billion, Alpha Natural Resources acquiring Foundation Coal for $2 billion and ICAP acquiring LCH Clearinghouse for $1.1 billion have kept big deals in play.
This is your Friday Report. Good night.
Medidata Solutions Sets $86M IPO Goal
Medidata Solutions, a software company that makes products for biotech firms, said Wednesday that it was hoping to raise as much as $86.3 million in an initial public offering expected to come to market this month.
The company set its expected price range at $11 to $13 for each of the 6.3 million shares it plans to sell in the I.P.O. One of deal’s underwriters told Reuters that the shares should price on June 17 and begin trading the following day.
Citigroup and Credit Suisse are serving as lead underwriters on the deal.
The I.P.O., which would be the third by a United States software firm this year, after Rosetta Stone and SolarWinds, will not mean an exit for Medidata’s investors. Venture firms that have put cash into the company, including Insight Venture Partners, Milestone Venture Partners and Stonehenge Capital, will not unload shares in the offering, VentureBeat noted. The company has raised $12.6 million from its V.C.’s.
The company set its expected price range at $11 to $13 for each of the 6.3 million shares it plans to sell in the I.P.O. One of deal’s underwriters told Reuters that the shares should price on June 17 and begin trading the following day.
Citigroup and Credit Suisse are serving as lead underwriters on the deal.
The I.P.O., which would be the third by a United States software firm this year, after Rosetta Stone and SolarWinds, will not mean an exit for Medidata’s investors. Venture firms that have put cash into the company, including Insight Venture Partners, Milestone Venture Partners and Stonehenge Capital, will not unload shares in the offering, VentureBeat noted. The company has raised $12.6 million from its V.C.’s.
IMAX Corp Prices $70M Share Offering
IMAX Corporation (NASDAQ:IMAX - News; TSX:IMX - News) announced today the closing of its previously announced public offering of 9,800,000 of its common shares at $7.15 per share. Gross proceeds from the offering were $70.1 million. IMAX has granted the underwriter an option to purchase up to an additional 1,470,000 shares of common stock at the public offering price, less the underwriting commission, within 30 days following pricing.
IMAX intends to use the net proceeds from the offering for the repayment of debt, including a portion of its 9 5/8% Senior Notes due December 2010, and for general corporate purposes.
Roth Capital Partners, LLC acted as the underwriter for the offering.
IMAX intends to use the net proceeds from the offering for the repayment of debt, including a portion of its 9 5/8% Senior Notes due December 2010, and for general corporate purposes.
Roth Capital Partners, LLC acted as the underwriter for the offering.
Western Refining Prices $400M Equity Offering
Western Refining, Inc. (NYSE: WNR - News) today announced that it increased its previously announced public offering of common stock to 20,000,000 shares and priced the offering at $9.00 per share. Western Refining also granted the underwriters a 30-day option to purchase up to 3,000,000 additional shares of common stock on the same terms and conditions.
Western Refining also announced today that it increased its previously announced concurrent offering of convertible senior notes due 2014 to $200 million in aggregate principal amount. Western Refining also granted the underwriters an option to purchase an additional $30 million in aggregate principal amount of convertible senior notes on the same terms and conditions. The convertible senior notes will pay interest semi-annually at a rate of 5.75% per year and will mature on June 15, 2014 unless earlier repurchased or converted. The initial conversion rate for the convertible senior notes will be 92.5926 shares of common stock per $1,000 principal amount of convertible senior notes. This is equivalent to an initial conversion price of approximately $10.80 per share of common stock, which represents approximately a 20% premium to the public offering price of the common stock.
Western Refining intends to use the net proceeds from each offering to repay indebtedness under its term loan credit agreement.
Merrill Lynch & Co. and Goldman, Sachs & Co. are acting as joint book-running managers for each offering.
Western Refining also announced today that it increased its previously announced concurrent offering of convertible senior notes due 2014 to $200 million in aggregate principal amount. Western Refining also granted the underwriters an option to purchase an additional $30 million in aggregate principal amount of convertible senior notes on the same terms and conditions. The convertible senior notes will pay interest semi-annually at a rate of 5.75% per year and will mature on June 15, 2014 unless earlier repurchased or converted. The initial conversion rate for the convertible senior notes will be 92.5926 shares of common stock per $1,000 principal amount of convertible senior notes. This is equivalent to an initial conversion price of approximately $10.80 per share of common stock, which represents approximately a 20% premium to the public offering price of the common stock.
Western Refining intends to use the net proceeds from each offering to repay indebtedness under its term loan credit agreement.
Merrill Lynch & Co. and Goldman, Sachs & Co. are acting as joint book-running managers for each offering.
Mariner Energy Prices $145M Share Offering
Mariner Energy, Inc. (NYSE: ME - News) today announced that it has priced its underwritten public offerings of common stock and senior notes.
Mariner has agreed to sell 10 million shares of common stock at a public offering price of $14.50 per share. The company granted the underwriters a 30-day option to purchase an additional 1.5 million shares of its common stock to cover over-allotments. Mariner estimates that its net proceeds from the sale of common stock, after deducting estimated underwriting discounts and commissions and offering expenses, will be $138.3 million, assuming the underwriters' over-allotment option is not exercised.
Mariner also has agreed to sell $300 million in aggregate principal amount of its 11.75% senior notes due 2016 concurrently with the sale of common stock, an increase of $50 million from the amount previously announced. The notes are expected to be sold at 97.093% of principal amount, for a yield to maturity of 12.375%. The notes will pay interest semi-annually in arrears and will mature on June 30, 2016, unless earlier repurchased. Mariner estimates that its net proceeds from the sale of notes, after deducting estimated underwriting discounts and commissions and offering expenses, will be $284.8 million.
Mariner expects to use net proceeds from the sales of common stock and senior notes to repay debt under its secured bank credit facility. Closing of the sales is expected on June 10, 2009, subject to customary closing conditions.
The offerings are being made pursuant to an effective shelf registration statement filed with the U.S. Securities & Exchange Commission (SEC). For each offering, a prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC and available on its website at http://www.sec.gov. Neither of the offerings is contingent upon consummation of the other offering.
Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers for the common stock offering
Mariner has agreed to sell 10 million shares of common stock at a public offering price of $14.50 per share. The company granted the underwriters a 30-day option to purchase an additional 1.5 million shares of its common stock to cover over-allotments. Mariner estimates that its net proceeds from the sale of common stock, after deducting estimated underwriting discounts and commissions and offering expenses, will be $138.3 million, assuming the underwriters' over-allotment option is not exercised.
Mariner also has agreed to sell $300 million in aggregate principal amount of its 11.75% senior notes due 2016 concurrently with the sale of common stock, an increase of $50 million from the amount previously announced. The notes are expected to be sold at 97.093% of principal amount, for a yield to maturity of 12.375%. The notes will pay interest semi-annually in arrears and will mature on June 30, 2016, unless earlier repurchased. Mariner estimates that its net proceeds from the sale of notes, after deducting estimated underwriting discounts and commissions and offering expenses, will be $284.8 million.
Mariner expects to use net proceeds from the sales of common stock and senior notes to repay debt under its secured bank credit facility. Closing of the sales is expected on June 10, 2009, subject to customary closing conditions.
The offerings are being made pursuant to an effective shelf registration statement filed with the U.S. Securities & Exchange Commission (SEC). For each offering, a prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC and available on its website at http://www.sec.gov. Neither of the offerings is contingent upon consummation of the other offering.
Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers for the common stock offering
Union Drilling Prices $3.7M Share Offering
Union Drilling, Inc. (Nasdaq: UDRL - News; the "Company") today announced that it has priced a public offering of 3.0 million newly issued shares of its common stock at a public offering price of $8.25 per share. Jefferies & Company, Inc. is the sole underwriter for this offering. The Company has granted the underwriter a 30-day option to purchase up to 450,000 additional shares to cover over-allotments, if any. The offering is expected to close on June 10, 2009, subject to customary closing conditions. The Company intends to use the proceeds it receives from the offering (net of underwriting discounts and expenses) to repay indebtedness outstanding under the Company's revolving credit facility.
Bunge Ltd Prices $600M Note Offering
Bunge Limited (NYSE: BG - News) today announced that Bunge Limited Finance Corp., its wholly owned finance subsidiary, has priced a public offering of $600 million aggregate principal amount of 8.50% senior notes due 2019. The senior notes will be guaranteed by Bunge Limited. The offering was made pursuant to a registration statement filed with the Securities and Exchange Commission. The transaction is expected to close on June 9, 2009.
Bunge Limited Finance Corp. intends to use the net proceeds of this offering to repay existing indebtedness.
J.P. Morgan Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBS Securities Inc. are serving as joint book-running managers for the offering
Bunge Limited Finance Corp. intends to use the net proceeds of this offering to repay existing indebtedness.
J.P. Morgan Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBS Securities Inc. are serving as joint book-running managers for the offering
Thursday, June 4, 2009
Ramius To Acquire Cowen & Co For $195M
Small investment banker Cowen Group Inc. reached a tentative deal valued at roughly $195 million to acquire asset manager Ramius LLC, to form an integrated financial services company.
Ramius is a privately-held asset manager with about $7.7 billion in assets under management. It includes hedge funds, funds of funds and real-estate funds.
Cowen in December rejected Rodman & Renshaw Capital Group Inc.'s unsolicited $99.7 million takeover offer, saying it wouldn't help shareholder value and there wasn't strategic rationale for it.
Ramius and an affiliate of an unnamed third-party investor will own 71% of the combined company, getting 37.5 million and 2.7 million shares, respectively. As part of the preliminary pact, Cowen would buy a 50% stake in a Ramius fund of funds that is owned by the third-party investor's affiliate.
Ramius founder Peter A. Cohen said there is "no signficant overlap" between the firms. He will serve as chairman and chief executive of the combined entity. Cohen CEO Greg Malcolm will head the broker-dealer subsidiary.
The deal is expected to close in the fourth quarter. The combined company will retain the Cowen name. Ramius will continue as the investment-advisory unit.
Credit Suisse Securities and Willkie Farr & Gallagher advised Ramius. Houlihan Lokey also provided certain financial advisory services to the firm. Sandler O’Neill & Partners and Wachtell, Lipton, Rosen & Katz advised Cowen on the deal.
Ramius is a privately-held asset manager with about $7.7 billion in assets under management. It includes hedge funds, funds of funds and real-estate funds.
Cowen in December rejected Rodman & Renshaw Capital Group Inc.'s unsolicited $99.7 million takeover offer, saying it wouldn't help shareholder value and there wasn't strategic rationale for it.
Ramius and an affiliate of an unnamed third-party investor will own 71% of the combined company, getting 37.5 million and 2.7 million shares, respectively. As part of the preliminary pact, Cowen would buy a 50% stake in a Ramius fund of funds that is owned by the third-party investor's affiliate.
Ramius founder Peter A. Cohen said there is "no signficant overlap" between the firms. He will serve as chairman and chief executive of the combined entity. Cohen CEO Greg Malcolm will head the broker-dealer subsidiary.
The deal is expected to close in the fourth quarter. The combined company will retain the Cowen name. Ramius will continue as the investment-advisory unit.
Credit Suisse Securities and Willkie Farr & Gallagher advised Ramius. Houlihan Lokey also provided certain financial advisory services to the firm. Sandler O’Neill & Partners and Wachtell, Lipton, Rosen & Katz advised Cowen on the deal.
Intel To Acquire WindRiver Sys For $884M
Intel Corp., the world’s largest maker of semiconductors, agreed to buy software company Wind River Systems Inc. for about $884 million, a bid to get its chips into more consumer electronics and wireless devices.
The price is $11.50 a share in cash, Santa Clara, California-based Intel said today in a statement, offering a 44 percent premium over Wind River’s closing price yesterday. Wind River makes operating systems for everything from cars to mobile phones, serving customers such as Sony Corp. and Boeing Co.
Intel, whose processors run about 80 percent of the world’s personal computers, is expanding into new markets, including chips for televisions and mobile devices. Wind River’s software and customer list will pave the way for Intel to win more chip contracts, said Cody Acree, an analyst at Stifel Nicolaus & Co.
“If you have a chip you want to put in a lot of things other than a PC, you need code,” said the Dallas-based analyst, who recommends Intel stock and doesn’t own it. “Wind River brings that, and it brings customers.”
Wind River, based in Alameda, California, jumped $3.50 to $11.50 at 11:33 a.m. New York time in Nasdaq Stock Market trading. The shares had fallen 11 percent this year before today. Intel, up 8.7 percent this year, climbed 14 cents to $16.08 today.
First Deal
The purchase marks Intel’s first major acquisition since Chief Executive Officer Paul Otellini took over in 2005. Credit Suisse Group AG advised Intel on the deal, while Goldman Sachs Group Inc. worked with Wind River. Intel expects to close the deal in the next few months.
Intel expects chips for so-called embedded systems, such as the electronics in car-navigation systems, to generate billions of dollars in annual sales, said Bill Kircos, a company spokesman. Intel already supplies chips to Bayerische Motoren Werke AG for car stereos that use Wind River software.
“It’s trying to get our chips into new systems in your car, into new meters that let you monitor how you use electricity,” Kircos said. “It’s about getting into new consumer electronics, smart phones and health care.”
This is the second large technology acquisition announcement this week. Data Domain Inc., which makes a product that reduces the amount of disk space needed to store data, accepted a $1.9 billion offer from NetApp Inc. yesterday. EMC Corp. also bid for Data Domain earlier this week.
Acquisition Hunt
Intel, whose revenue fell 26 percent last quarter amid a global slump in chip sales, has been looking for acquisitions to boost growth and fill in gaps in intellectual property, Chief Financial Officer Stacy Smith said last week.
To pursue faster-growing markets for devices and embedded- system chips, Intel needed a source of software such as Wind River, said Ashok Kumar, an analyst who follows Intel for Collins Stewart LLC in San Francisco.
Wind River also distributes versions of the Linux operating system, competing with products from Microsoft Corp., Intel’s main software partner on PCs. The company is adapting that software for mobile Internet devices -- the successors to today’s smart phones -- a market that Intel is trying to crack with its Atom chip.
“It’s both an offensive and a defensive move,” said Kumar, who recommends Intel shares and doesn’t own any. “Intel can’t rely on Microsoft any more. Microsoft is yesterday’s story.”
Rival Bidders?
Intel needed to buy Wind River, rather than just working with the company, to keep it from being snapped up by a rival such as Qualcomm Inc., Kumar said.
Wind River can add up to $100 million a year to Intel’s profit before interest, taxes and noncash expenses, said Nabil Elsheshai, a San Francisco-based analyst for Pacific Crest Securities Inc. He recommends Wind River shares, which he doesn’t own. Intel earned $14.3 billion on that basis last year.
Wind River gets a quarter of its sales from the defense and aviation industries, half from industrial customers and network- equipment makers such as Nortel Networks Inc., and 20 percent from consumer device companies, Elsheshai said.
“The growth is in digital consumer,” he said. “Their strength is in real-time, no-failure operating systems. They’re kind of a mini-Microsoft for that world.”
Otellini also pumped $1 billion into Clearwire Corp. last year. That company is building a high-speed wireless network, a project that could also help fuel demand for Intel chips.
The price is $11.50 a share in cash, Santa Clara, California-based Intel said today in a statement, offering a 44 percent premium over Wind River’s closing price yesterday. Wind River makes operating systems for everything from cars to mobile phones, serving customers such as Sony Corp. and Boeing Co.
Intel, whose processors run about 80 percent of the world’s personal computers, is expanding into new markets, including chips for televisions and mobile devices. Wind River’s software and customer list will pave the way for Intel to win more chip contracts, said Cody Acree, an analyst at Stifel Nicolaus & Co.
“If you have a chip you want to put in a lot of things other than a PC, you need code,” said the Dallas-based analyst, who recommends Intel stock and doesn’t own it. “Wind River brings that, and it brings customers.”
Wind River, based in Alameda, California, jumped $3.50 to $11.50 at 11:33 a.m. New York time in Nasdaq Stock Market trading. The shares had fallen 11 percent this year before today. Intel, up 8.7 percent this year, climbed 14 cents to $16.08 today.
First Deal
The purchase marks Intel’s first major acquisition since Chief Executive Officer Paul Otellini took over in 2005. Credit Suisse Group AG advised Intel on the deal, while Goldman Sachs Group Inc. worked with Wind River. Intel expects to close the deal in the next few months.
Intel expects chips for so-called embedded systems, such as the electronics in car-navigation systems, to generate billions of dollars in annual sales, said Bill Kircos, a company spokesman. Intel already supplies chips to Bayerische Motoren Werke AG for car stereos that use Wind River software.
“It’s trying to get our chips into new systems in your car, into new meters that let you monitor how you use electricity,” Kircos said. “It’s about getting into new consumer electronics, smart phones and health care.”
This is the second large technology acquisition announcement this week. Data Domain Inc., which makes a product that reduces the amount of disk space needed to store data, accepted a $1.9 billion offer from NetApp Inc. yesterday. EMC Corp. also bid for Data Domain earlier this week.
Acquisition Hunt
Intel, whose revenue fell 26 percent last quarter amid a global slump in chip sales, has been looking for acquisitions to boost growth and fill in gaps in intellectual property, Chief Financial Officer Stacy Smith said last week.
To pursue faster-growing markets for devices and embedded- system chips, Intel needed a source of software such as Wind River, said Ashok Kumar, an analyst who follows Intel for Collins Stewart LLC in San Francisco.
Wind River also distributes versions of the Linux operating system, competing with products from Microsoft Corp., Intel’s main software partner on PCs. The company is adapting that software for mobile Internet devices -- the successors to today’s smart phones -- a market that Intel is trying to crack with its Atom chip.
“It’s both an offensive and a defensive move,” said Kumar, who recommends Intel shares and doesn’t own any. “Intel can’t rely on Microsoft any more. Microsoft is yesterday’s story.”
Rival Bidders?
Intel needed to buy Wind River, rather than just working with the company, to keep it from being snapped up by a rival such as Qualcomm Inc., Kumar said.
Wind River can add up to $100 million a year to Intel’s profit before interest, taxes and noncash expenses, said Nabil Elsheshai, a San Francisco-based analyst for Pacific Crest Securities Inc. He recommends Wind River shares, which he doesn’t own. Intel earned $14.3 billion on that basis last year.
Wind River gets a quarter of its sales from the defense and aviation industries, half from industrial customers and network- equipment makers such as Nortel Networks Inc., and 20 percent from consumer device companies, Elsheshai said.
“The growth is in digital consumer,” he said. “Their strength is in real-time, no-failure operating systems. They’re kind of a mini-Microsoft for that world.”
Otellini also pumped $1 billion into Clearwire Corp. last year. That company is building a high-speed wireless network, a project that could also help fuel demand for Intel chips.
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