Dex One, SuperMedia get shareholder approval for tie-up, file for bankruptcy

US marketing services firm Dex One Corp (NYSE:DEXO) and advertising agency SuperMedia Inc (NASDAQ:SPMD) said today that each of them had received shareholder approval for their planned combination and had voluntarily filed for a pre-packaged Chapter 11 bankruptcy protection to implement the merger.

The companies stated that the reorganisation plan would assist the progress of their merger, which was agreed in August last year and is now expected to be completed within 45 to 60 days, subject to court approval. The transaction, which was revised in December 2012 to include extended terms of the credit agreements, has also received approval by the majority of lenders, Dex One and SuperMedia said, adding that they had substantial cash balances and did not plan to seek debtor-in-possession financing during the reorganisation.

As part of the merger agreement, Dex One’s shareholders will receive 0.20 shares in the enlarged group for each of their units and SuperMedia’s stockholders will get 0.4386 shares for every single unit they own. As a result, the existing shareholders of Dex One will control some 60% of the combined company, while those of SuperMedia will hold a 40% stake. The combination is seen to create a stronger player with a better penetration of the local marketplace.

Houlihan Lokey Capital Inc and Kirkland & Ellis LLP serve as advisors to Dex One. SuperMedia is taking counsel from Morgan Stanley & Co LLC, Chilmark Partners, Fulbright & Jaworski LLP and Cleary Gottlieb Steen & Hamilton LLP.

QROPS for USA Residents

Thousands of people make the decision to relocate to the USA from the UK every year, yet there are many who make the decision without being in possession of all the facts surrounding the taxation of their pension funds. The decision to leave the UK to enjoy retirement in a country that offers a better quality of life is often driven by the heart. However, retirees need to be absolutely certain that their pension will cover the entire length of their retirement. Leaving the UK to enjoy the latter years of life will remove the safety net of the British welfare system, and that can have devastating consequences.

Unfortunately, QROPS pension rules in the USA are more complex than in most other countries in the world, and this means that a foreign-based pension fund cannot simply be ‘plugged in’ to the American system. However, recent changes to the regulations mean that QROPS USA is now live, and there are a number of schemes that have recently been brought to the market. Several US 401K pensions have now been officially registered with Her Majesty’s Revenue and Customs (HMRC), but there are still various compatibility problems seem to originate in the USA.

Problems of incompatibility arise when USA residents have accrued their pension funds in the UK or another foreign jurisdiction. Foreign pension funds are not recognised by the American government, so contributions and investment growth may be subject to taxation from the Inland Revenue Service (IRS) in the States. The IRS has extremely stringent guidelines governing the reporting of taxation issues, so a new breed of QROPS is needed specifically for expats living in the USA. Thankfully, there are now pension products that comply with the reporting requirements of both the HMRC and the IRS.

The benefits of transferring pension funds to a QROPS pension with American compatibility are wide-ranging, but the most significant involves the protection of investment growth from US Federal Income Tax. This type of overseas pension fund will also enable people to draw a tax-free initial lump-sum of up to 30% of the fund’s value. USA residents can also be confident that their pension incomes are not subject to UK taxes, and that is an issue that can allow people to plan their financial future accurately. The advantages and benefits of QROPS USA are extensive, but both the HMRC and IRC websites contain detailed information for fund-owners.

Under the British taxation system, a 55% charge is levied on unused funds that still remain in a pension fund; however, American-compliant pension funds incur absolutely no charges. This type of pension scheme incurs no tax on funds that pay regular benefits, and funds which aren’t in drawdown are also free from taxation. A QROPS also falls outside of UK inheritance tax laws, so there really are several benefits to setting up such a pension arrangement.

 

A Qualifying Recognised Overseas Pension Scheme is open to foreigners wishing to reside in the USA, American nationals who have been working outside the USA and American nationals who currently live outside the USA. It allows retirees to take control of their finances, as they can protect their pensions from the unfair or unnecessary tax burden imposed by the country of their origin. For more information, please visit – http://www.whichoffshore.com/qrops

 

 

 

US Liberty Media walks away from deal to acquire Belgian Telenet

US cable TV company Liberty Global Inc (NASDAQ:LBTYA) said it would not prolong its offer for Belgian takeover target Telenet Group Holding NV (EBR:TNET) after the expiration deadline set for today.

In an official announcement in Belgian business dailies De Tijd and L’Echo, the US firm said that it held 58.3% of Telenet’s shares and 58.4% of its voting rights after on Monday a further 9.49m shares and 3,000 warrants were tendered to its voluntary cash offer.

Liberty, which previously owned 50.2% in Telenet, launched on 18 December a EUR1.96bn (USD2.6bn), or EUR35.00 a share, offer for the rest of the stock. The bid, to be funded with cash on hand and borrowings, could result in Telenet being delisted.

Last week, the target released a trading update ahead of schedule, saying its revenues last year had increased 8.2% to EUR1.49bn, up from analysts’ average forecast of EUR1.48bn and the company’s expectation for 7% to 8% growth.

Liberty had previously questioned the target’s growth forecasts for the period between 2012 and 2018, saying it would not lift its bid.

US banks see higher earnings on capital market activity, mortgage refinancing

Increased capital market activity drove stronger earnings and increased profitability for major US banks in the third quarter of last year, according to ratings agency Fitch Ratings.

Fitch said that strong debt issuance, tighter fixed income spreads, and an equity market rally fueled a healthy rebound in capital markets revenues from depressed levels in Q3 ’11 and subdued activity in the prior quarter.

Core profitability for the major banks was slightly improved and better than expected during the quarter.

The mortgage refinance boom further contributed to stronger revenues for the quarter. This reflects the effects of theFederal Reserve’s quantitative easing measures, which have brought long-term rates down to very low levels.

Although refinance activity will continue into 2013, Fitch expects that it will level off and thus current levels are not considered sustainable.

The larger US banks began disclosure of expected Basel III Tier I common ratios in Q3. Although this guidance is not finalized, Fitch expects that most rated banks will be in compliance ahead of full implementation.

US Treasury sells remaining AIG shares for $7.6bn

New York-based insurer American International Group, Inc. (NYSE: AIG) has announced the completion of an offering of approximately 234.2m shares of AIG common stock by the US Department of the Treasury (Treasury).

According to AIG, Treasury received proceeds of approximately USD 7.6bn from the sale. The sale of these shares the last of Treasury’s remaining shares of AIG marks thefull resolution of America’s financial support of AIG.

Since September 2008, America committed a total of USD 182.3bn in connection with stabilizing AIG during the financial crisis.

Since then, through asset sales and other actions by AIG, theFederal Reserve, and Treasury, America recovered its USD 182.3bn plus a combined positive return of USD 22.7bn.

Beginning in May 2011, Treasury successfully sold approximately 1.7bn shares of AIG common stock in six public offerings for total proceeds of approximately USD 51bn, including approximately USD 13bn purchased by AIG.

Treasury continues to hold warrants to purchase approximately 2.7m shares of AIG common stock the sale of which is expected to provide an additional positive return to taxpayers.

US economy poised for growth, but austerity threatens

According to a report from Canada-based financial services firm Toronto Dominion’s (TSX: TD) (NYSE: TD) US-based TD Bank’s TD Economics affiliate, the main obstacle standing in the path of faster US economic growth is a strong headwind blowing in from fiscal restraint.

The report said that, without fiscal drag, the US economy would be headed for a growth trajectory in the 3-4% range in 2013.

It said that the worst of the consumer deleveraging cycle and its dampening effect on economic growth appear to be over. But just as the private sector is set to provide a welcomed tailwind to the economy, it will be met with worsening cross winds from public sector restraint.

TD Economics forecasts economic growth to average 1.9% in 2013 down from an estimated 2.2% in 2012. However, by the second half of next year, clearer fiscal policy should lead to resurgence in private demand, placing the economy on a stronger footing with 3.0% growth in 2014.

With a few weeks to go before deep spending cuts and tax hikes arrive and hamper economic growth, a deal to avoid them between the White House and Congress has yet to be reached.

TD Economics estimates that if all tax hikes and spending cuts are allowed to take place as scheduled, it would cut 3.0 %age points from real GDP in 2013.

The constraint on growth posed by fiscal policy comes amid signs that housing has entered a self-sustaining recovery. Home prices have risen consistently through 2012 while delinquencies and foreclosures have fallen.

TD said that the rise in home prices has been substantial prices are up 5.0% from year-ago levels and appears sustainable. The fall in construction activity over the last several years has cleared the supply overhang and allowed rising demand to pull up prices.

The housing market has also been the focus of the Federal Reserve, whose latest round of quantitative easing has focused on purchases of mortgage-backed securities.

NBA clears acquisition of Memphis Grizzlies by Pera group

The National Basketball Association (NBA) said its governors board had given its unanimous support to the sale of the Memphis Grizzlies professional basketball franchise to a group of investors headed by businessman Robert Pera.

The agreement was signed in June between Grizzlies owner Michael Heisley and Pera’s group, without disclosing financial details.

Heisley’s company Hoops LP, which owns and operates Grizzlies, also announced the approval by the NBA to the deal, saying the transaction is expected to be wrapped up shortly. Until then, the parties will abide by the terms of the signed confidentiality agreements, Hoops explained.

Pera founded and leads as CEO California-based communications technology firm Ubiquiti Networks (NASDAQ:UBNT).

Grizzlies was initially located in Vancouver and owned by Arthur Griffiths, who also had the Vancouver Canucks hockey club. The basketball team, which joined the NBA in 1995 as an expansion team, was bought by Chicago businessman Heisley in 2000. The year after that, the new owner relocated the franchise to Tennessee. Now it plays at Memphis’ FedExForum.

The team has taken part in the playoffs in five seasons and finished fourth in the Western Conference in the 2011-2012 season.

In a statement, NBA commissioner David Stern welcomed the NBA approval for the deal, saying that the strong local ties of Pera’s group will benefit the team and the community.

America’s most imported wine relying on holiday promotion

Yellow tail, America’s most imported wine, is relying on the holiday season in the US to promote itself and its prospects among customers in the country.

The Australia-based wine company said that it would start a national advertising campaign on late-night television, cable and the Internet from October 1 until January 1. Deutsch Family Wine & Spirits, the exclusive importer and marketer for yellow tail, is gambling that Americans will increase their wine intake during the holidays and is promoting products that it says have been developed specifically for the holidays.

The wine company is to promote itself through a ‘go to’ holiday campaign that will promote the brand as the ideal choice for the holidays.

Tom Steffanci, president of Deutsch Family Wine & Spirits, said, ‘Yellow tail is the most beloved wine brand in the U.S. with a dedicated consumer following that cuts across all age groups. The brand delivers what our consumer research has shown our customers want: reliability, consistency and great value. It is the wine you can count on for any occasion, and with pricing under eight dollars for a 750ml bottle it is the wine you can afford to stock up on for the holidays. Yellow tail has the country’s number one selling Merlot and Shiraz and the number three selling Cabernet Sauvignon. This year we’ve added two hot wines to the brand portfolio: Yellow tail Moscato, one of the most successful launches of the year, and Sweet Red Roo, a naturally sweet red blend of Shiraz, Cabernet Sauvignon and other red varieties. Both are perfect wines for casual parties and fun with family and friends.’

Figures show that the brand has grown 2.5 percent over the last 52 weeks, mostly helped by television and online campaigns.

Sponsor Clayton Dubilier & Rice in $1bn deal to acquire David’s Bridal

US private equity group Clayton, Dubilier & Rice LLC (CD&R) has entered into a definitive agreement that will make it the new owner of David’s Bridal Inc, the US retailer specialising in wedding gowns and related accessories.

Leonard Green & Partners LP, which bought David’s Bridal in 2006, will retain a minority stake in the business. CD&R said that the deal values the target company at about USD1.05bn (EUR842m) and is expected to close during the fourth quarter. Paul Pressler, operating partner at CD&R, will become chairman of David’s Bridal once the purchase is finalised.

David’s Bridal has been in business for more than six decades and currently sells its wares through 300-plus US stores, five outlets in Canada and an online store. In addition to designer bridal gowns, the company also offers special occasion dresses and accessories.

CD&R partner Richard J. Schnall said that David’s Bridal had the advantage of being a unique and strong business operating in a sizeable and stable industry. CD&R looks forward to helping the company solidify its leadership and make the most of its scale by expanding into new segments, channels and geographies, Schnall added.

David’s Bridal president and chief executive Robert D. Huth said that the company was excited to have the CD&R team on board. Their operational expertise will be most welcome as David’s Bridal accelerates its growth strategies, Huth stated.

CD&R, which received legal advice from Debevoise & Plimpton LLP, has secured financing commitments from Bank of America Merrill Lynch, Barclays plc (LON:BARC), Goldman Sachs Bank USA and Morgan Stanley (NYSE:MS). David’s Bridal had Bank of America Merrill Lynch and Barclays as financial advisers, while Latham & Watkins LLP provided it with legal counsel.

US food group General Mills completes acquisition of Brazil’s Yoki

US food company General Mills Inc (NYSE:GIS) said it had finalised its deal to acquire Brazilian sector player Yoki Alimentos SA.

The definitive purchase agreement was unveiled on 24 May 2012 but the financial parameters of the transaction remained undisclosed. Sean Walker, president of General Mills’ Latin American operations, described the closure of the acquisition as a new start for the company’s Brazilian business.

General Mills has expanded its portfolio with brands that have been favourites of Brazilian households for decades. As a result of this acquisition, General Mills will be able to accelerate its growth in the vibrant Brazilian market, Walker added.

Walker, who also runs General Mills Brazil, will be put in charge of Yoki. He will be assisted by a management team comprising key executives from both companies.

Yoki was established in 1960 by Yoshizo Kitano and currently sells over 600 products across the country under nine brands. The food products marketed under its Yoki and Kitano brands have secured leading market positions in categories such as snacks, convenient meals, basic foods and seasonings.

The company has multiple production facilities and a national retail distribution network. In 2011, it booked revenues of BRL1.1bn (USD539.4m/EUR438.5m) on an IFRS basis.