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

[youtube gvhWuM63sTU]

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

[youtube -N59TJ8CDfI]

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

[youtube ltAKPryoF0c]

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

[youtube inHY7EObDX8]

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

[youtube ncFKBxwNTl4]

Transcript:Hi, I’m Hallie Elsner with Thomson Financial and this is Corporate Advisory Insights.

Today I will be talking about the market phenomenon known as Quadruple Witching. Investors and issuers alike will be interested in what this is and the effect is has on them.

In short, quadruple witching is when four independent derivative expirations occur nearly simultaneously, which results in increased volume as well as market volatility.

With the increases in “fast money” players and et allocation more frequently including alternative investments and complex strategies, activity on these days has become increasingly important. For investors, quadruple witching offers opportunities and presents risk, and for corporations, the event raises many questions such as what is happening to my stock?

On the third Friday of March, June, September and December at market open, S&P 500 Index Options and Futures expire. At the close on these same days, other index and equity options expire, as do single stock futures. To review, the four “legs” of quadruple witching are:

Equity Options
Index Options
Index Futures and
Single stock Futures

The trading activity around specific stocks will differ depending upon which indices it is included, but in general, here is what we can expect on these volatile days:

At both market open and close, traders will be seeking to un-wind options positions which remain open. In doing so, large block trades at open and close will occur. These blocks represent an amalgamation of orders ociated with the unwinding of positions linked to the expirations, and not standard institutional activity. This means that despite above normal trading volumes, significant changes in the ownership of the corporation are not likely to occur.

Furthermore, the volatility ociated with the expirations is a temporary phenomenon with almost no effect on the long-term trend, price and valuation of the stock. From a company’s point of view, it would be important to understand that this activity is mostly quantitative and arbitrage-related, not a fundamental buy or sell decision. As this activity falls outside of the standard institutional universe, it can’t really be influenced by the investor relations process.

Despite the distance between the IR process and this activity, it is important to understand quadruple witching as the trades on these days are typically outside the normal trading pattern and may prompt questions.

Thanks for watching.

Duration : 0:2:37

[youtube JZ6EGZNddEc]

Transcript:
As computers continue to become more and more integrated into our daily lives, many decisions that would have been made by us are now left up to technology. Take the example of online retailers, many of which suggest products to users based on the user’s previous purchases. In this case, computers are using algorithms developed through back testing to make an educated guess as to what the customer may be interested in. This trend has been growing consistently, as innovations and improvements in technology appear at an astounding rate. The same principle has been extended to the financial world as well.

Hi, I’m Hallie Elsner, and today we will be discussing program trading.

Every day on Wall Street computers trade large blocks of stock triggered only by an algorithm, or an advanced mathematical equation, developed to provide guidance and make trading decisions in the markets. These trades are called “program trades”, and they occur in significant volume and with great frequency, accounting for nearly 30% of the volume of the NYSE. Additionally, the use of algorithms in trading allows investors to obtain the best possible prices without significantly affecting the stock price or increasing purchasing costs.

The human element is not completely ignored in program trading. While computers are relied upon to initiate trades when market conditions meet a certain level, the underlying strategy behind a program buy or sell is often not computer — generated. The algorithms themselves vary dramatically for different portfolios in order to accommodate the goals and targets set by et managers and brokers. Because each algorithm is unique to each player, it is considered a trade secret to the firm and therefore is closely guarded.

Algorithmic trading is a close relative to program trading and has been more prevalent recently. This type of trade occurs when a computer program takes a large order, breaks it up into small blocks of typically 100-300 shares, and gradually submits these pieces to the market. The goal is to complete the order without other market participants realizing that a large trade is in progress. Despite such efforts, program trading can cause prices to fluctuate wildly. Deep sell-offs and rallies in the major indices can be attributed to program trading, which tends to focus primarily on companies within the three broader indices. However, program trading also provides a tremendous amount of liquidity to the market and therefore contributes to an efficient marketplace.

Program trades account for a large amount of market activity and therefore should be regarded accordingly. Savvy investors should be aware of the ability of program trades to move markets when making investment decisions.

I’m Hallie Elsner and this is Corporate Advisory Insight.

Duration : 0:2:39

[youtube n00HwEB9fWw]

Transcript:
Hi, I’m Jared Wasserman with this Corporate Advisory Insight. Today we will focus on quarter ending window dressing, which is simply the buying and selling of stocks to enhance the appearance of a portfolio. As the name suggests, this occurs near the end of each quarter as portfolio managers rearrange their holdings to present to clients. However, there are two major times when this occurs, the end of calendar quarters as well as at the end of October.

One way to window dress is to sell an underperforming stock and replace it with one that has performed at least in line with the market, if not better.

Another use of window dressing happens when a particular stock or stocks are not in a portfolio but should be. Take, for example a technology portfolio that is coming into the final weeks of the quarter, but does not hold Google, one of the hottest tech stocks around. If clients discovered the money they invested in a technology fund held most of the best tech stocks, but not Google, they would likely be furious! So during the final weeks of the quarter, Google would be bought, and clients would be none the wiser.

Another example of window dressing is removing stocks or other investments that shouldn’t be in a portfolio. A good example would be holding high flying growth stocks in a value portfolio. The manager may have chased returns with these investments but they don’t fit into the firm’s stated strategy.

Although quarter end window dressing is the most widely utilized term, there is another less popular window dressing time period, the end of October. October 31st marks the fiscal year end for many mutual funds.

The events leading up to this day are similar to those of the quarter end time period, but only for mutual funds.

If a fast money investor is able to catch wind of a mutual fund looking to buy or sell shares of certain stocks for window dressing, these investors will often jump in or out ahead of time for short-term profits.

In summary, window dressing occurs at the end of each calendar quarter and near the end of October for mutual funds. It is used as a mechanism to hide underperformance or properly balance portfolio holdings and can be augmented by fast money investors looking for short-term profits.

Again, I’m Jared Wasserman with Thomson Financial’s Corporate Advisory Insight.

Duration : 0:2:8

[youtube G3ekcAGKM-w]

Transcript:

As we discussed in a previous video, dark pools are becoming ever more prevalent.

I’m Leisa Bugge and this is the second video in a series on dark pools.

Since our last video just over a month ago, there have been several articles written in notable publications, including two in the Wall Street Journal.

With our Corporate Clients asking more questions since our last dark pools video we thought it timely to talk about the topic further and open the discussion to new venues.

One common question is “What do dark pools mean for my stock price”. Good question, and while the answer is not straight forward we believe that it is worth discussing.

Do dark pools now call into question the Efficient Market Hypothesis? With broker-dealer owned, independent and exchange owned dark pools, does it matter which dark pool the stock is traded in?

We know many different investors use these trading venues, most notably secretive hedge funds, but also the plain vanilla institutions that populate the top of your shareholder lists.

The IR Professional and others alike should do what they can to educate themselves on this topic, because as we said this trading venue is becoming more widely used as the days go on.

For example, the big news last week was the Wall Street Journal reporting the NYSE and NASDAQ will be allowing clients access to dark pools as a way to increase revenues.

Now this is something that must affect a stock’s price, or is it?

Join our blogs through your Thomson One Investor Relations platform where we will help answer and debate these questions. You can find IR Hub under the Tools tab.

I’m Leisa Bugge with this Corporate Advisory Insight.

Duration : 0:1:47

[youtube PgpRS2R3lac]

Transcript:
Hi, I’m Arzu Cevik, a director with Thomson’s Strategic Research group.

With the current volatility in the markets, it might be timely to discuss why companies should consider targeting investors in Europe and the impact this could have on your stock price.

Recently, we published a detailed report about targeting investors in Europe. In this report, we provide an overview of the European buy-side markets by country, city and by market cap, detail the pros and cons of targeting in Europe and discuss which targeting strategies work best.

Why target investors in Europe and why now?

There are a couple of reasons why it may be a good time for your company to conduct investor outreach in Europe.

The dollar continues to trade at record lows against the euro thus making U.S. equities more attractive to investors in Europe. With the Euro trading at nearly 1.5x the dollar, many equities are “on sale” for nearly half off and even more so for institutions in the U.K.

Furthermore, some of the volatility in the markets has been caused by large hedge fund redemptions and from other short-term oriented investors.

Given that many investors in Europe tend to be value-oriented and have longer-time horizons, adding a base of investors from Europe to your stock may help provide some stability.

How do you decide which markets to target?

It’s a bit challenging because public information about investors in Europe is not very reliable and what is available significantly understates ets and market size. This is because unlike in the U.S., regulations vary by country in Europe and institutions are not required to file 13Fs.

Thomson Financial compiles its own proprietary, non-public data to estimate the size of the markets, the number of institutions and the amount of investment capital available.

According to our data, as of the first quarter, the top 10 countries in Europe had over $1.5 trillion invested in U.S. equities. This compares with public data which indicates only $730 billion.

It should be no surprise that of the top 10, the U.K. leads the way. We estimate that U.K. institutions have invested over $635 billion in U.S. equities with nearly 95% coming from investors in London.

What strategies should you use to target?

While companies vary in strategy and size, there are key strategic questions that all companies can ask prior to targeting in Europe.

Some of these questions include:

*Identifying and essing your shareholder base.

*Have there been recent sell-offs in your stock?

*Are there opportunities for new investment in your stock or sector?
Is there a need for diversification or stability?

*What are investors mandates in Europe? Are there any restrictions?
*Is there a market-cap minimum?

*What are the costs involved with targeting?

*Is senior management committed to regular visits to European institutions over a multi-year period?

These questions and many more are in our research report entitled, “Targeting Investors in Europe” which was published in November 2007. Also included in the report is a detailed interview with a Fortune 500 executive about his experiences targeting in Europe and investment data for the top countries and cities in Europe based on TF estimates.

For those wishing to view an executive summary of this report or executive summaries of other reports that Strategic Research has disseminated please go to the Corporate Services Center at www.thomson.com/financial/CorporateResources

Thanks for watching and have a great day.

Duration : 0:3:42

[youtube xs8h-XSN6xw]