Duration : 0:3:3

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Transcript:
The 144A Revolution

Hello, I’m Arzu Cevik and welcome to this week’s strategic research presentation, dedicated to the world of 144As………

Raising capital has become a major challenge for many companies but the 144A market remains a major lifeline between the U.S. capital market and issuers around the world. Non-U.S. companies can also trade in this market via Global Depository Receipts (GDRs).

Rule 144A was adopted by the SEC in order to increase the efficiency and liquidity of the U.S. market for securities listed in private placements.

There are a number of key features.

Once placed with eligible investors, they cannot be sold in the U.S, public market for at least 2 years.

144A securities can only be bought by Qualified Institutional Buyers (QIBs) who do not need to register their shares.

Each QIB must have at least $100m in ets under management and

Finally, Each 144A security must have no more than 500 QIBs as shareholders.

As for the benefits, when it comes to raising capital, the 144A market is both faster and cheaper compared to U.S. public markets.

While an IPO can take around 25 weeks to complete, a 144A listing can be accomplished in just 10 weeks.

Meanwhile, companies like to use the 144A market as a stock valuation tool before embarking on an Initial Public Offering.

The other key benefit is the ability to trade without being subject to Sarbanes-Oxley and SEC disclosure and regulation.

In today’s environment, many observers have indicated that the cost burden has now overshadowed the financial benefits of regulation.

Our analysis of the non-U.S. component of the 144A market over the last five years suggests that-

The total value of equity raised has more than doubled to $5.5bn in 2007 from $2.3bn in 2003 (with $11.7bn raised in 2006).

On a regional level, GDRs from Central & Eastern Europe (mostly Russian) dominated activity (68%) in 2007. Over a five year period, North Asia had the highest average (48%).

Over the years, there has been a shift in demand from North Asia (mostly from Korea & Taiwan) to Central & Eastern Europe.

Sector analysis suggests that in 2007, the real estate sector dominated activity (31%), followed by banks (30%). Over a five year period, TMT had the highest average (21%). closely followed by banks (16%).

The 144A market is undoubtedly growing in popularity. This can be attributed to onerous Sarbanes-Oxley legislation, resulting in higher regulatory costs and litigation risk for those companies who wish to raise capital from the U.S. public market.

Consequently, the number of foreign company delistings has more than doubled from 12 in 1997 (representing just 3.9% of all foreign listed companies) to 30 in 2006 (6.6% of all foreign listed companies).

Finally, confidence in the 144A market has been expressed by the major underwriters who have addressed the issue of insufficient pricing and liquidity fragmentation with the development of their own trading systems.

Furthermore, there has been consolidation between NASDAQ and 12 investment banks under a “Portal Alliance” umbrella, with the goal of developing an industry standard facility in order to serve the market for 144A securities.

For more information about 144As, please contact your CAS representative.

Thanks and have a great day.

Duration : 0:3:50

Technorati Tags: Advisory, Corporate, Financial, Investor, Relations, Research, Reuters, Services, Strategic, Thomson

Transcript:
Cash and cash equivalents for the S&P 500 hit record year-end highs in 2007. With all this cash on the books; with rates of return on cash accounts so low; and with investors asking for cash to boost their own returns at the same time they’re looking to lower the risk of their investments, companies now face difficult choices in their capital allocation planning.

I’m Seth Rosenwasser, from Thomson Financial, discussing corporate use of cash. What’s the best use of your company’s cash in these uncertain markets? Will it make sense to hold cash on the balance sheet or invest in the company, or is it better to return cash to investors?

Remember, once you decide whether to invest in the business or return cash to investors, you must chose the best means of executing on that strategy. If you’re planning on reinvesting in your company, will you put your cash toward capital improvements and expenditures? Do you increase your working capital, or keep more money in rainy-day cash accounts? Or do you want to consider using cash for M&A, as part of your long-term growth plan?

Similarly, if you chose to return cash to your investors, you must decide whether it makes sense to pay down debt, to pay a dividend, or to begin a share buyback program.

There are pros and cons to each decision, and corporate officers must carefully weigh three things — investor preferences, historical trends, and current market conditions — before identifying their cash use strategies.

The first consideration, investor preferences, requires companies to drill down to the fund ownership level. From there, IROs can ascertain whether their shareholder base is composed mainly of yield and value-oriented investors, who may prefer a dividend, or growth and momentum oriented investors, who may prefer a buyback or even increased spending on new projects.

The second consideration, historical trends, must be examined carefully at the industry level. Information technology firms, for example, generally bought back stock through the mid 2000s, but as these companies became more well-established, many began to turn towards dividends.

Finally, current market conditions must be a strong consideration in any capital allocation plan. Right now, banks are tightening their lending standards, making it harder for companies of all sizes to get quick access to cash, so it may make sense to consider hoarding some cash until the economy strengthens.

We’ll be continuing our series on Cash Use trends over the next few weeks, and will examine the pros and cons behind different capital allocation plans, so stay tuned for our future installments. In the next few weeks, we will also be releasing a white paper that examines historical and industry cash use trends. For now, I’m Seth Rosenwasser, and thank you for joining us here at Thomson Financial.

Duration : 0:2:46

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What are the most reliable dividend growth stocks? What are some dividend growth stock sectors that people may overlook? What is the outlook for dividend growth in the financial sector? What is the range of bank stock yields right now?

Duration : 0:3:48

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Transcript:
Good afternoon everyone — my name is Glenn Curtis — and I am a director in the Strategic Research Group at Thomson Financial in New York.

For those unaware of my group — STRATEGIC RESEARCH -we focus on and study a variety of corporate governance issues ranging from executive compensation, director liability, crisis communications, and a variety of other subjects that traditionally appeal to IROs and the C-Suite.

SOME OF MY RECENT REPORT TOPICS INCLUDE: CEO SUCCESSION PLANNING, BOARD EVALUATIONS, DIRECTOR LIABILITY, AND THE EVER POPULAR “WHAT TO DO WHEN YOUR STOCK BLOWS UP”

Today however, I am here to talk to you about shareholder activism — and more specifically instances of activism that occurred in 2007.

Recently I completed a report detailing activism activity between the first and the third quarter.

The report details activist situations that took place specifically from January through September 2007. The source for this data was Thomson’s SDC Platinum data- base, the SEC, and various press releases.
And Here are some highlights:

Between January and September 2007 activists attempted to exert their influence at 53 public companies. While some situations have not been resolved to date, 39.6% of instances have been resolved in the activist’s favor, while just 20.8% have been resolved in the target company’s favor. This is essentially consistent with a study that we completed in the 2001 to 2006 time frame.

Some other interesting data from the Q1 to Q3 study:

The most common demand made by activist firms was for board seats. The average target size in terms of market capitalization was $8.49 billion. Also – Companies engaged in the manufacturing and distribution of electronics and software were among the most popular targets. In fact 34% of all targets encompassed this group. Companies within the financial industry were also large targets. One of the reasons for this might be that these types of companies continue to have valuable ets on their balance sheets in spite of the looming credit crunch. The recent decline in share prices of the major banks and lending institutions may also be behind the recent interest in the group. While several well-known activist firms have engaged in some sort of activism over the last nine months, Carl Icahn and entities controlled by Icahn appeared to be the most active.
Other well known activists that made headlines during this time were:

Pershing Square: Two activist situations. One ongoing and one successful. Riley Investment Management LLC: Two activist situa- tions. One successful. One ongoing. Harbinger Capital Partners: Two activist situations. One success. One failure. Oliver Press Partners: Two activist situations. Both ongo- ing. Ramius Capital Group: Two activist situations. One suc- cess. One ongoing. While private equity firms and hedge funds have tended to be the most common activists, mutual funds and individual investors are starting to get in on the action. In fact, T. Rowe Price : The well known mutual fund made a stand earlier in the year opposing a deal to take Laureate Education private. It failed.
Also – Erik Jackson — and individual investor made headlines: Jackson owned less than 100 shares of Yahoo, yet he led a push to oust Yahoo’s chief executive, Terry Semel. Now Semel eventually stepped down. And while there are a number of reasons behind his departure (above and beyond the activist movement), Jackson is credited with stirring up a grass roots movement for his ouster. Finally Perhaps not surprisingly, cash-strapped construction companies and builders were targeted the least by activist shareholders so far during 2007.
For more information about this report please feel free to contact me directly at glenn.curtis@thomson.com. You can also check out an executive summary of this report and other reports by going to :the TFCS Intranet — under internal links — and then special reports….

Finally, please be on the lookout for a report which details Q4 2007 activist activity in February.

Thank you — again this is Glenn Curtis with the Strategic Research group in New York.

Duration : 0:3:58

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Duration : 0:9:12

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Transcript:

Sharp declines in financial and other stocks has prompted some to point the finger at short sellers, and emergency rules seeking to limit market manipulation have been put in place by the SEC.

I’m Hallie Elsner and in this Corporate Advisory Insight with an update on short sales.

NYSE short interest is up over 10% since March, while the S&P 500 has traded sideways since that month’s lows as investors are apprehensive about the current earnings season. Bear Stearns headlines have now been replaced with other names among the financial sector, and some are questioning the solvency of the entire financial system.

You may recall from our previous segment on short sales that those who “short” shares are selling shares borrowed from another institution, with the intent of purchasing the shares back at a lower price at a later date. The most recent SEC action stipulates details of the borrowing arrangement, ensuring that shares are actually borrowed. Naked short sales, those where shares are not actually borrowed, may be used by manipulators seeking to send a stock lower.

On July 15th, the SEC announced an emergency order that increased the regulations in the short sale of 19 financial sector stocks, which went into effect on Monday July 21st. The order requires short sellers to arrange the borrowing and delivery of securities ahead of a short sale. The SEC also announced that it will be making changes that address similar issues across the entire market. Initial reactions indicate that these regulations are likely to increase borrowing costs and drive some investors to pursue an options strategy or private short sales away from the market instead.

In addition to altering actual investment strategies, the new rules are said to have caused somewhat of a scramble among investors seeking to secure borrowed shares prior to the regulations taking effect. Some firms also needed to alter the way they keep track of short sales.

The effectiveness of this and any further regulations remain to be seen, as do the broader effects that these rules will have on financial markets. Some point to historical changes in short sale regulations, which caused a brief short squeeze in the markets, after which declines continued, as an indication of the only temporary relief such changes may cause.

I’m Hallie Elsner and this is corporate advisory insight.

Duration : 0:2:13

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Transcript:
In a challenging, and rapidly changing economic environment, the importance of a strong investor relations program should not be understated as a means to navigate through wide-spread market uncertainty. I’m Phil Abram, back with Thomson Financial’s fourth and final segment of “Making Sense of Subprime.”

To get a sense for how Investor Relations and Management teams are reacting and communicating with the investment community, Thomson Financial conducted a brief survey of IR professionals. Results came from all sectors and all market caps, with a total of 1.2 trillion dollars of market cap represented.

When asked whether they have increased, decreased or kept their level of external and internal communication the same, nearly half of those IROs we spoke with indicated that they have increased their level of dialogue. 75 percent of polled IROs said also yes, they have been receiving different questions from the buy-side, AND 70 percent of those yes’s said that the economy was the focus of heightened interest. Internally, management has shown slightly less of a reaction, but still, over 40% of surveyed IROs noted that they’ve seen a sharper interest pertaining to their investor base and how the economy is affecting their stock.

The response to the economic environment has been less about change and more about consistency. However, more than 1 out of every 3 IROs we spoke with did say that they have taken action to change their pitch to investors. The majority said that in changing the pitch, they were trying to front run questions about their business and the economy, while others said that they have been trying to provide more detail into their company’s financials. Specifically, nearly 20% of respondents said that they have deliberately added new levels of transparency in publicized statements to quell the uncertainty surrounding their balance sheet.

Beyond the consensus practice in the IR community, Thomson also spoke with the buyside community to get their perspective directly. Only one third of the participants said that they do not need to be getting any additional information from investor relations. Some responses indicated that investors are looking for IR to be more active communicators. This can mean leveraging key media contacts to get a message out that differentiates the company from competitors; it can mean getting out on the road more to increase general exposure; or it can simply be making yourself more accessible to investors looking for more tangible reasons to invest in the stock. Once in that position, the IRO can expect to field more questions about execution, the use of cash and of course, macroeconomic conditions.

66 percent of polled IROs said that they believe the US economy is currently in a recession. Communicating to investors where and in what capacity business is impacted by this possibility can be a valuable strategy to manage an investor base that is looking for answers in a time of uncertainty.

Duration : 0:2:40

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Duration : 0:4:6

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Expert: Patrick Munro
Contact: www.northstarnavigator.com
Bio: Patrick Munro is a registered financial consultant (RFC) with outstanding sales volume of progressive financial products and solutions to the senior and boomer marketplace.
Filmmaker: Reel Media LLC

Duration : 0:1:14

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