Fri.Jan 19, 2024

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Mergers and Acquisitions—2024

Harvard Corporate Governance

Posted by Victor Goldfeld, Mark Stagliano, and Mark Andriola, Wachtell, Lipton, Rosen & Katz, on Friday, January 19, 2024 Editor's Note: Victor Goldfeld and Mark Stagliano are Partners, and Mark Andriola is an Associate at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell memorandum by Mr. Goldfeld, Mr. Stagliano, Mr. Andriola, Adam Emmerich , Andrew Nussbaum and Igor Kirman.

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Sports Illustrated Thrown Into Chaos With Mass Layoffs

NYT M&A

The company’s owner has been plunged into a maelstrom in recent weeks as its senior executives have been forced out.

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Weekly Roundup: January 12-18, 2024

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, January 19, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of January 12-18, 2024 Spillover Effects of Mandatory Portfolio Disclosures on Corporate Investment Posted by Jalal Sani (University of Illinois Urbana-Champaign), Nemit Shroff (MIT), Hal White (University of Notre Dame), on Friday, January 12, 2024 Tags: AM mutual funds , disclosure requirements , invest

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AI Stocks Dominate In January: Nvidia, Juniper, Palo Alto Lead The Charge

Benzinga

Tech stocks are propelling the S&P 500 index toward a new record high, originally set in January 2022. However, not all companies are from the small group of mega caps that led the final quarter rally in 2023. The index is within 30 points of the 4,818.6 intraday high reached on Jan. 4, 2022, with the top five stocks all sporting double-digit percentage gains after the first few weeks of the year.

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How to Leverage Intent Data for Better Outcomes

Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

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Comment on Appraisal Reviews for $3 – The Devaluation of Appraisers by Anna Richardson

Appraisers Blog

In reply to Lindsey. Lindsey, and so it begins with the AVMs, and the cancellations after the requests and acceptances which should not be allowed. The same thing happened to me this week. I worked on an accepted engagement and after three days of development they cancelled. I will be calling the Georgia Real Estate Appraisers Board and will notify them of what is going on.

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Spirit Airlines Urges JetBlue To Fight Judge's Merger Ruling That Prevents Potential Fifth-Largest US Carrier

Benzinga

Spirit Airlines Inc (NYSE: SAVE ) is reportedly encouraging JetBlue Airways Corporation (NASDAQ: JBLU ) to appeal a recent federal judge’s decision blocking their planned $3.8 billion merger. This move comes after U.S. District Judge William Young sided with antitrust regulators, asserting that the consolidation could lead to increased passenger fares.

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Blackstone's Real Estate Power Move: Takes Tricon Residential Private

Benzinga

Blackstone Inc (NYSE: BX ) has agreed to buy all Tricon Residential Inc. (NYSE: TCN ) shares for $11.25, or about C$15.17 per common share in cash. The companies entered an arrangement agreement that outlines that Blackstone Real Estate Partners X, in partnership with Blackstone Real Estate Income Trust, Inc. (BREIT), will acquire all of Tricon’s outstanding shares.

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How could Panama Canal restrictions affect supply chains?

Mckinsey and Company

A cap on canal transits could reroute millions of tons of cargo. Different sectors face different choices.

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Comment on Foreclosures in Black Communities Due to Overvaluation by Todd Redington

Appraisers Blog

I have said it before and will say it again… IMHO there is more bias in appraisals that come in at contract price for purchases than any other appraisal type. Reason? coming in at the contract price means nobody complains, and if nobody complains then they can’t blame racial bias. Yet that may be the bias that actually exists if either of the parties is a minority and the appraisal stretches to support the contract price (overvalue) so as to avoid a complaint of racial bias.

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Today’s good to great: Next-generation operational excellence

Mckinsey and Company

Is tech accelerating your business operations—or getting in the way? To get lasting value from their tech investments, business leaders need a renewed understanding of operational excellence.

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Statement of Cash Flows vs. Cash Flow Statement

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

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Comment on HUD’s Use of Convicted Felons to Ramp Up ‘Discrimination Testing’ by Unknown

Appraisers Blog

Does anyone know of a law firm that would take a case involving me being reported to HUD and another agency for racism? He reported me under fraudulent evidence, he slandered me as well as discrimination against me and intentional infliction of emotional distress. His entire case was all lies. Can anyone out there recommend a lawyer for me to civilly sue this homeowner?

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Spirit Airlines Is on Shaky Footing After Judge Blocks JetBlue Deal

NYT M&A

Some investors and analysts said the airline might have to seek bankruptcy protection if it couldn’t find another buyer.

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Comment on HUD’s Use of Convicted Felons to Ramp Up ‘Discrimination Testing’ by Mary T Thompson

Appraisers Blog

In reply to Bill Johnson. Yes I saw this promotion on FB. Good luck with the NON lender junk they come up with to then take a 30% referral fee! Typically my experience with obtaining my own NON lender work for years, you MUST be the one to sell those NON lenders on YOU and your work, not some 3rd party they do not know! Most of my non lender work is direct referral from someone who knows me and my work and the person they are referring me to knows that person well!

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‘We need to invest in health workers between major pandemics—not just when we have a pandemic’

Mckinsey and Company

Former US government official and long-time social entrepreneur Raj Panjabi shares insights on the importance of community health workers and on how being a refugee connects to his perspective on health equity.

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Mastering Intent Data: Understanding its Importance & Best Practices

Speaker: Joe Apfelbaum, CEO of Ajax Union

In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.

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Comment on HUD’s Use of Convicted Felons to Ramp Up ‘Discrimination Testing’ by Lindsey

Appraisers Blog

HUD wants to allow felons to ramp up sting operations against real estate brokers, loan officers, appraisers & other professionals.

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4 Common Misperceptions About Lost Profits Claims

Gross Mendelsohn

Claims for lost profits arise in many types of cases, including contract disputes, business torts, insurance claims, personal injury and antitrust claims.

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Comment on Appraisal Reviews for $3 – The Devaluation of Appraisers by Lindsey

Appraisers Blog

Side note. Just recently got 2 default orders from the same AMC (Voxtur). Both properties did not have a lockbox even though they gave me codes (2 different lenders). Yes, I checked all around the parameters and anywhere someone might leave a lock box. I called while onsite and they said submit the exterior photos for a trip fee ($50). They said they’d get with the lender.

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JetBlue, Spirit Airlines Appeal Judge's Ruling Against Proposed Merger

Benzinga

On Friday, JetBlue Airways Corporation (NASDAQ: JBLU ) and Spirit Airlines Inc. (NYSE: SAVE ) confirmed they’re challenging a federal judge’s decision that prevents their proposed merger on grounds of antitrust. What Happened: JetBlue’s initial plan was to buy Spirit for $3.8 billion, as agreed in 2022. However, this plan was halted by a federal judge on Tuesday, arguing that the merger would lead to the elimination of the budget airline and result in higher prices for cost-con

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Comment on Foreclosures in Black Communities Due to Overvaluation by Cassandra Vaughn

Appraisers Blog

I can’t believe this article made it into a national magazine. It’s a pet peeve article. Talk about all the predatory lending in the black communities, not just one you have an irk about. This is better as a comment, NOT a stand alone article. Expected more.

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Financials Company Blackstone Announces Acquisition of Tricon Residential

Benzinga

Blackstone (NYSE: BX ) has announced an acquisition of Tricon Residential (TSX: TCN ) that is expected to be completed in Q2 of 2024. Under the terms of the agreement, Blackstone has agreed to give Tricon Residential $3.50 billion in cash in exchange for TCN stock. About The Companies Involved Blackstone is the world's largest alternative asset managers with $1.001 trillion in total asset under management, including $731.

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Comment on HUD’s Use of Convicted Felons to Ramp Up ‘Discrimination Testing’ by Bill Johnson

Appraisers Blog

On a side note, to those who received a solicitation from Smooth Appraisal, understand they are a subsidiary of True Footage. Dustin Harris from The Appraiser Coach fame is a director of appraiser education for this company (a W2 employee per his words / podcast). Not a big deal you say. Well, for a fee/steal of 30%, this company is going nationwide in attempting to corner non lender work.

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John Bean Unveils Revised Ambitious €3.5B Marel Takeover Offer - What's On The Cards?

Benzinga

John Bean Technologies Corp (NYSE: JBT ) disclosed FY23 preliminary results and FY24 outlook. The company also intends to launch a voluntary takeover offer for Marel in the first quarter 2024. FY23 Preliminary : The company expects adjusted EPS of $4.05 – $4.15 (vs. prior guidance of $3.95 – $4.10 and consensus: $4.02), adjusted EBITDA of $272 million – $275 million (vs. previous outlook of $265 million – $271 million), and adjusted EBITDA margin of 16.4% – 16.6% (v

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Comment on Foreclosures in Black Communities Due to Overvaluation by Ian Cullen

Appraisers Blog

In reply to PD. I believe that the political forces pushing appraisal modernization are purposely muddying up independent appraisers in order to go fully digital with Government controlled technology companies creating algorithms to take over the real estate market.

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JetBlue, Spirit To Take Block Of $3.8B Merger To 1st Circ.

Law 360 M&A

JetBlue and Spirit Airlines said Friday that they will appeal a Massachusetts federal judge's decision blocking their proposed $3.8 billion merger, an effort to preserve a deal that antitrust enforcers claimed would illegally stifle competition in the low-cost carrier market.

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The Chesapeake and Southwestern Merger

Auto Dealer Valuation Insights

On January 11th, 2024, Chesapeake Energy Corporation and Southwestern Energy Company announced that they would be merging, with the resulting (currently unnamed) company becoming the largest natural gas producer in the country. The deal is the largest merger for a natural gas company since 2017 and the culmination of Chesapeake’s comeback from its Chapter 11 bankruptcy several years ago.

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Off The Bench: Dolan Sued, Bally-Amazon Deal, NIL Hearing

Law 360 M&A

In this week's Off The Bench, a massage therapist sues the New York Knicks' owner and disgraced movie mogul Harvey Weinstein for sexual assault, Amazon inks a streaming deal with Bally Sports' bankrupt parent, and lawmakers debate a sweeping overhaul of college athlete payment rules.

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2024 Automotive Trends

Auto Dealer Valuation Insights

Last month, we published a post chronicling the auto industry’s trends in 2023 in a parody of Clement Clarks Moore’s “A Visit from St. Nicholas.” This month, we focus on automotive trends impacting auto dealers and consumers in 2024. But before we go forward, we must look back at where we came from, as those times may be a predictor of what is to come.

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UpHealth's 'Full Pay' Ch. 11 Plan On Horizon, Committee Says

Law 360 M&A

Bankrupt medical tech company UpHealth is in talks with its official committee of unsecured creditors to submit a Chapter 11 plan by the end of April that would pay unsecured debts in full, the committee told a Delaware bankruptcy court in a statement supporting UpHealth's request to extend its exclusive plan filing window.

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Chris Mercer to Speak in BVIUK Webinar

Auto Dealer Valuation Insights

Christopher Mercer, FASA, CFA, ABAR will be presenting a Business Valuation Institute UK webinar on Wednesday, January 24, 2024. Chris will speak on “Redefining Valuation: Exploring the Integrated Theory.” His session will cover the Integrated Theory of Business Valuation, providing participants with a comprehensive understanding of essential valuation concepts.

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Trader May Avoid Prison In Analog Devices Insider Case

Law 360 M&A

A Massachusetts man who admitted to trading on insider information about an Analog Devices Inc. deal to buy a California semiconductor company is on track to avoid prison after federal prosecutors recommended Friday that he serve six months of home detention.

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Why Is IRobot Stock Tumbling Friday?

Benzinga

IRobot Corp (NASDAQ: IRBT ) stock is plunging Friday as reports indicate the European Union regulators are looking to scrap the Roomba vacuum cleaner maker’s merger deal with Amazon.Com Inc (NASDAQ: AMZN ). Amazon’s attempt to acquire iRobot will likely be rejected by the European Commission, as indicated during a recent meeting. This decision, pending official confirmation by February 14, requires approval from the Commission’s top political leaders, who rarely go against such

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4 Firms Steer $1.8B Kaman Corp. Go-Private Deal

Law 360 M&A

Aircraft component maker Kaman Corp. said Friday it has agreed to be acquired by Arcline Investment Management in a take-private deal that carries a roughly $1.8 billion enterprise value, in a deal steered by four law firms.

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Why Aerospace Company Kaman Shares Are Skyrocketing Today

Benzinga

Kaman Corporation (NYSE: KAMN ) shares are trading higher in the premarket session on Friday. The company inked a pact to be acquired by private equity firm Arcline Investment Management in an all-cash transaction with a total enterprise value of approximately $1.8 billion. Kaman, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut, conducts business in the aerospace & defense, industrial and medical markets.

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UK Litigation Roundup: Here's What You Missed In London

Law 360 M&A

The past week in London has seen a bankrupt English local council bring a construction claim against insurer Axis, a Cypriot cheese trade protection body appeal a UK IPO decision granting trademark registration for ‘Grilloumi’, and employees of supermarket giant Morrison’s shop around for compensation in a claim over equal pay. Here, Law360 looks at these and other new claims in the U.K.

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