Friday, January 19, 2007
Clear Channel Communications (NYSE:CCU) may find its deal with private equity firms Thomas H. Lee Partners and Bain Capital Partners in danger after reports surfaced today that Fidelity Invesments may oppose the merger. A person familiar with the situation said that Clear Channel's largest shareholder believes that the $37.60 takeover offer is too low and that the mutual fund giant would be seeking a higher price. Fred Moran, an analyst at Stanford Group, said that "to feel comfortable supporting the buyout, the shareholders are looking for a sweetener, but whether Bain and Lee will consider doing so is a real question". According to a regulatory filing, the company needs a 2/3 shareholder approval in order for the deal to go through. Moreover, if a higher price is demanded, it could put the entire deal in jeopardy. This is definitely a stock to keep an eye on as the deal draws closer.

Clear Channel's principal activities are carried out through three business segments: Radio Broadcasting, International Outdoor Advertising and Americas Outdoor Advertising. As of Dec 2005, the Group owned 1,182 domestic radio stations and owned a national radio network. In addition, the Group held equity interests in various domestic and international radio broadcasting companies. Outdoor advertising comprises an inventory of both domestic and international display faces. As of December 31, 2005, they owned and operated 164,634 Americas Outdoor Advertising and 710,638 International Outdoor Advertising. They also own or program 41 television stations, a media representation firm, in the Internet industry. On December 21, 2005, the Group Spun-off their live entertainment segment and sports representation business.

Related Companies
CBS Corporation (CBS)
Cox Radio, Inc. (CXR)
Viacom, Inc. (VIA)

1/19/2007 8:34:46 PM UTC  #    Comments [0]  |  Trackback
Workstream Inc. (NDAQ:WSTM) shares moved up $0.09, or 8.18%, to $1.19 today after CEO Michael Mullarkey disclosed a 25,000 share purchase at $1.12 per share in a form 4 filing with the SEC, bringing his overall stake to over 4.3 million shares. The web-based software provider announced earlier this month that it would remain listed on the Nasdaq after the stock dropped below $1 for over 30 consecutive days - which violates Nasdaq listing requirements of a $1 or greater share price. Currently the company is trading below enterprise value and is slowly making its way back to profitability; however, the company does have $14.11m in debt with only $5.53m in cash. The CEO's 25k share purchase illustrates confidence in the company, but whether or not a successful turnaround can be orchestrated remains to be seen. Regardless, this is a great stock to keep on the radar over the next year.

Workstream Inc.'s s principal activity is to provide a range of employment services and web-based software services for Human Capital Management. The Group operates through two segments: Enterprise Workforce Services and Career Transition Services. Enterprise Workforce Services include recruiting systems, recruitment services, applicant sourcing and exchange and employee portal, recruitment research, online exchange, and employee management and retention services. Career Transition Services include career marketing and outplacement services. The operations are conducted mainly in Canada and the United States.

Related Companies
Kenexa Corporation (KNXA)
Kronos Incorporated (KRON)
Taleo Corporation (TLEO)
1/19/2007 6:48:33 PM UTC  #    Comments [1]  |  Trackback
Blair Corporation (AMEX:BL) shares moved up $1.70, or 4.71%, to $37.80 after 8.1% holder Golden Gate Capital delivered a preliminary acquisition proposal to acquire all of the outstanding shares of Blair $37.50 per share in cash. Blair's chairman, Craig Johnson, said, "Since receiving the letter we have been in discussions with this group. Although it is premature to comment further, I do want to emphasize that we will continue to act in the best interest of the company and its stakeholders." Currently, the company is trading above enterprise value with $4.22 per share in cash and no debt. Given these favorable buyout conditions and the fact that the company's shares are down 12% so far this year (even after today's move), shareholders may demand a higher premium. This sentiment was also clearly conveyed today as shares are currently trading $0.30 above the buyout offer's price. Regardless, this is definitely a stock to watch as this situation unfolds.

Blair Corporation's principal activity is to market fashion apparel for men and women, as well as home furnishings, primarily through mail and the Internet. Catalogs and letters depicting the current styles of women and men's wear and home products are mailed directly to existing and prospective customers in the United States. The apparel line consists of coordinates, dresses, tops, pants, skirts, lingerie, sportswear, suits and shoes for women and suits, shirts, outerwear and active wear for men. Home products include linen, furniture, bath accessories, kitchenware, gifts and personal care items. Popular brands include the Crossing Pointe line and the Jane Seymour Signature Collection. The Group also operates three retail stores, two in Pennsylvania and one in Delaware. The Group markets products manufactured by domestic, as well as international suppliers that are sourced through international trade offices located in Singapore, Hong Kong, Taiwan, India, Korea and China.

Related Companies
Hanover Direct, Inc. (HNDV)
Overstock.com, Inc. (OSTK)
ValueVision Media, Inc. (VVTV)
1/19/2007 5:12:02 PM UTC  #    Comments [0]  |  Trackback
MV Oil Trust (NYSE:MVO) shares moved up $1.87, or 9.35%, to $21.87 in their first day of trading, after IPOing at $21.50. The 7.5 million unit offering was priced at $20, which was the mid-point of the expected $19 to $21 range. The company engages in the acquisition of oil and natural gas properties located in the Mid-Continent region in the States of Kansas and Colorado.

What do you need to know about this investment? Here's a summary of important factors found within the company's S-1 filing with the SEC:
Strong Oil Pricing Fundamentals.    Substantially all of the production from the underlying properties consists of crude oil. Crude oil prices have increased substantially during the last several years, primarily due to increased demand for crude oil on a worldwide basis without a corresponding increase in crude oil production. In addition, geopolitical instability and military conflicts in certain significant oil producing nations have led to supply interruptions and increased uncertainty regarding the levels of future supplies of crude oil. MV Partners has entered into hedge contracts with respect to a large portion of its total estimated oil production from the underlying properties during 2006 through 2010 which hedge contracts are intended to provide returns to unitholders and reduce the fluctuations in cash distributions to unitholders resulting from fluctuations in crude oil prices. As these hedge contracts cease to exist thereafter, unitholders' exposure to fluctuations in commodity prices, particularly fluctuations in crude oil prices, will increase. Under the terms of the conveyance, MV Partners will be prohibited from entering into hedging arrangements covering the oil and natural gas production from the underlying properties following the completion of this offering.

Long-Lived Oil-Producing Properties.    Oil-producing properties in the Mid-Continent region have historically had stable production profiles and generally had long-lived production, often with total economic lives in excess of 100 years. Since MV Partners acquired the underlying properties in 1998 and 1999, proved reserves attributable to the underlying properties have remained relatively stable, ranging from approximately 24.3 MMBoe as of December 31, 1999, to approximately 18.7 MMBoe as of June 30, 2006. Based on the reserve report, production from the underlying properties is expected to decline at an average annual rate of approximately 3.5% over the next 20 years assuming no additional development drilling or other capital expenditures are made after 2010 on the underlying properties.

Substantial Proved Developed Producing Reserves.    Proved developed producing reserves are the most valuable and lowest risk category of reserves because production has already commenced and the reserves do not require significant future development costs. Proved developed producing reserves attributable to the underlying properties represent approximately 88% of the discounted present value of estimated future net revenues from the underlying properties.

Ongoing Development Activities.    MV Partners has identified multiple locations on the underlying properties where it intends to drill new infill wells and recomplete existing wells into new horizons in the future. See "—Planned Development and Workover Program" for a summary of MV Partners' development plans. These locations are currently classified as proved undeveloped reserves on the reserve report. If these wells are successfully completed, the additional production from these wells could help reduce the natural decline in production from the underlying properties. Any additional revenue received by MV Partners from this additional production could have the effect of increasing future distributions to the trust unitholders. In addition, because many of these wells are drilled to a shallow depth or involve the use of existing wellbores, the cost of drilling these wells is generally less than the cost of a typical development well.

Operational Control.    The right to operate an oil and natural gas lease is important because the operator can control the timing and amount of discretionary expenditures for operational and development activities. MV Partners is designated as the operator of approximately 96% of the underlying properties, based on the discounted present value of estimated future net revenues. Vess Oil and Murfin Drilling, each of which is an affiliate of MV Partners, operate, on a contract basis, the underlying properties for which MV Partners is designated as the operator.

Aligned Interests of Sponsor.    Following the closing of this offering, MV Partners and its members will be entitled to receive 48% of the net proceeds attributable to the sale of oil, natural gas and natural gas liquids produced from the underlying properties, assuming no exercise of the underwriters' option to purchase additional trust units. This 48% interest will consist of (1) the 20% of the net proceeds from the sale of production of oil, natural gas and natural gas liquids attributable to the underlying properties that is retained by MV Partners after transferring to the trust the net profits interest and (2) the ownership by the members of MV Partners of approximately 35% of the trust units following the closing of this offering, assuming no exercise of the underwriters' option to purchase additional trust units.

Downside Oil Price Protection During the First Five Years of the Trust.    The gross proceeds will be based on the market prices realized for oil, natural gas and natural gas liquids produced from the underlying properties net of all payments made by MV Partners to hedge contract counterparties upon monthly settlements of the hedge contracts that relate to a portion of the anticipated oil production attributable to the underlying properties. In addition, the trust will be entitled to receive 80% of all amounts payable to MV Partners from hedge contract counterparties upon monthly settlements of the hedge contracts. For the years 2006, 2007 and 2008, MV Partners has entered into swap contracts and costless collars at prices ranging from $56 to $68 per barrel of oil that hedge approximately 82% to 86% of expected production from the proved developed producing reserves attributable to the underlying properties in the reserve report. For the years 2009 and 2010, MV Partners has entered into swap contracts at prices ranging from $63 to $71 per barrel of oil that hedge approximately 80% of expected production from the proved developed producing reserves attributable to underlying properties in the reserve report. These hedge contracts should reduce the commodity price-related risks inherent in holding interests in oil, a commodity that has historically been characterized by significant price volatility, during the term of the hedge contracts.

Diversified Well Locations.    The proved reserves attributable to the underlying properties are allocated among approximately 985 producing wells located in 20 counties in Kansas and Colorado. As a result, the loss of production from any one well or group of wells is not likely to have a material adverse effect on the net proceeds from the sale of production that are allocable to the trust.
While there are many pros and cons to this investment, there is clearly a lot of interest as investors rush into the stock. Oil prices have increased substantially during the past few years; however, OPEC has recently failed to protect the $50 price level. Regardless, this is definitely a stock to keep an eye on over the next few months.

1/19/2007 4:23:25 PM UTC  #    Comments [0]  |  Trackback
Whittier Energy Corporation (NDAQ:WHIT) entered into a definitive merger agreement with Sterling Energy plc under which Sterling will acquire all of the outstanding shares of Whittier for $11.00 per share in cash.

Internet Commerce Corporation (NDAQ:ICCA) confirmed that it has sent a letter to Easylink Services Corporation (NDAQ:EASY) proposing to acquire all of the outstanding Class A common stock of Easylink for $5.00 per share in ICC stock and/or cash.

M/I Homes, Inc. (NYSE:MHO) reduced its annual earnings estimate to $2.50 to $3.00 per share after pre-tax impairment charges of between $65 and $75 million recordeded in the fourth quarter, in addition to the $2 million impairment recorded in the third quarter. The company also sees an additional $3 million write-off for Q4 and $7 million for the FY.

Capstone Turbine Corporation
(NDAQ:CPST) said that it expects its fiscal third quarter 2007 revenue to exceed analysts' consensus. The company said it expects revenue for the quarter of approximately $5.7 million, exceeding analysts' consensus estimate of $3.6 million.

Brandes Investment Partners, L.P. announced it had reviewed the terms of the investment in the Scottish Re Group Limited (NYSE:SCT) recently proposed by Cerberus Capital Management, L.P. and MassMutual Capital Partners, LLC and agreed to by the board of directors of Scottish Re. In light of objections to the investment transaction, on January 11, 2006, Brandes, on behalf of its clients who own approximately 2.63% of Scottish Re shares, sent a letter to Scottish Re asking its Board to consider an alternative shareholder-backed rights offering.

Interpool, Inc. (NYSE:IPX) announced that the Special Committee of its Board of Directors has retained The Blackstone Group as the Special Committee's independent financial advisor in connection with the proposal from Martin Tuchman, its Chief Executive Officer and Chairman, supported by other significant Interpool stockholders and an investment fund affiliated with Fortis Merchant Banking, a division of Fortis, to acquire all of the outstanding common stock of the Company for $24.00 per share in cash. In addition, the Special Committee retained White & Case LLP to serve as independent legal counsel to the Special Committee.

EasyLink Services (NDAQ:EASY) announced that its Board of Directors has formed a committee of independent directors to evaluate strategic alternatives for EasyLink, which could include a potential business combination transaction. On December 22, the Company hired Americas Growth Capital as its financial advisor. As part of this process, numerous parties have expressed interest in potentially acquiring the business.

Glenn H. Nussdorf, a 12% stockholder in Parlux Fragrances, Inc. (NDAQ:PARL), announced that he had begun mailing materials to Parlux shareholders seeking their consent to the removal of all current Parlux directors and the election of himself and five other nominees in their place.

1/19/2007 1:15:11 AM UTC  #    Comments [0]  |  Trackback
 Thursday, January 18, 2007
E*Trade Financial Corporation (NDAQ:ETFC) announced that its quarterly net income jumped 37% to a record $176.7 million in an 8K filing with the SEC today. The news comes after many other players in the brokerage industry have experienced similar successes, along with widespread gains in the overall financial industry. The company also reported revenues of $627 million with a profit margin of 43% - in line with last year. Chief Operating Office Jarrett Lilien commented on the results, saying that "all parts of the model performed well, with organic customer growth, more assets and cash coming in and more trading". The company said that it wants to attract more mass-affluent customers and expand internationally, opening the door to possible M&A activity. While the company's current forecasts of $1.65 to $1.80 are based on purely organic growth, they did not discount the possibility of utilizing acquisitions to reach its targets more quickly.

E*Trade Financial Corporation's principal activities are to provide differentiated trading, investing, banking and lending products, primarily through the Internet and other electronic media. It operates in two segments: The Brokerage segment provides services including automated order placement, execution of market and limit equity orders. It also includes access to nearly 5,000 non-proprietary and proprietary mutual funds; futures; bond trading and proprietary bond funds. It provides individual retirement accounts; college savings plan products; real-time market commentary and stock option plan administration products and services. The Banking segment provides consumer banking products and services. The lending services include first and second mortgage, refinance of existing mortgage and home equity loan.

Related Companies
TD Ameritrade Holding Corp. (AMTD)
Empire Financial Holding Company (EFH)
TradeStation Group, Inc. (TRAD)
1/18/2007 10:28:58 PM UTC  #    Comments [0]  |  Trackback
Ceridian Corporation (NYSE:CEN) shares moved up $1.36, or 4.85%, to $29.42 today on news that Bill Ackman's Pershing Square has taken a more activist stance in its investment. The 11.3% holder also disclosed a letter in their Schedule 13D filing with the SEC that expressed concern about a number of recent developments, particularly the departure of key Comdata personnel and a change in the company's strategic direction. Consequently, the hedge fund recommended that the company spin off Comdata to shareholders and focus on improving Ceridian's remarkably low margins, lackluster customer service, weak sales force, and poor technological infrastructure. Finally, Pershing Square announced their intention to nominate their own slate of directors to the company's board in order to enforce these changes and deliver shareholder value.

Why does a spin off of Comdata make sense for shareholders? Well, we must first remember that spin offs in general tend to outperform the overall market due to the way in which they are structured. Often times, parent company shareholders tend to immediately sell shares they are granted in the new spin off. Consequently, there is unjustified downside pressure on the new company's stock, which creates value for the enterprising investor. Aside from this fact, the separation of Comdata from Ceridian also makes a lot of sense. The two businesses share almost no synergies and are even located in different geographical locations. Moreover, Ceridian's poor performance has been a drag on Comdata's exemplary performance - a major contributing factor to Comdata's managements' possible departure from the company.

The spin off of Comdata would also provide Ceridian with a pile of cash that they could use to improve their own operations. The transaction would also allow Ceridian to unload some of its long-term debt on to the new entity (a common practice in spin off scenarios). Combined, the cash and savings generated from this transaction would allow Ceridian to institute changes aimed at improving the company's low margins, customer service, sales force, and technological infrastructure. Also, given Bill Ackman's history, he may decide to petition to the company to issue a special dividend to return some of this money to shareholders.

Overall, this is a great opportunity for investors to catch a ride with Bill Ackman, who is one of the most successful activist investors of our time; CEN is definitely a stock to watch as the January 23rd proxy deadline approaches.

Related Companies
Paychex, Inc. (PAYX)
Automatic Data Processing (ADP)
TALX Corporation (TALX)
1/18/2007 6:12:56 PM UTC  #    Comments [0]  |  Trackback
Pearson Plc (NYSE:PSO) moved up $0.79, or 5%, to $16.46 during the past two days on speculation that the company could be the target of a leveraged buyout. "The Business" fueled this speculation after reporting that private equity firm Kohlberg Kravis Roberts (KKR) was considering a $13.7 billion bid for the publishing company - a 4% premium to yesterday's close. However, Stifel Nicolaus discredited this rumor by stating: "Our SOTP analysis suggests the company can do better. Based on purchase price multiples involving comparable assets in recent transactions, we derive a fair value ranging from $17 at the low end to $23 at the high end. We would also note that according to the report, KKR has yet to make contact with Pearson, and thus Ј7 billion is merely a number at this point". Currently the company is trading below enterprise value with $1.59 per share in cash and very little debt. While this makes PSO an attractive takeover target, the company's PEG of 2.15 makes it somewhat overvalued. Regardless, this is definitely a stock worth watching.

Pearson plc. The Group's principal activity is providing information for the educational sector, consumer publishing and business information. It operates through its five business segments, School, Penguin, Higher Education, FT Publishing and IDC. Also, it has a business group, Professional. It brings together a number of education publishing, testing and services businesses.

Related Companies

Reed Elsevier Plc (RUK)
The McGraw-Hill Companies, Inc. (MHP)
Dow Jones & Company, Inc. (DJ)
1/18/2007 5:05:48 PM UTC  #    Comments [0]  |  Trackback
InFocus Corporation (NDAQ:INFS) may now face shareholder retribution after failing to demands made by 11.2% holder Caxton Associates. In a Schedule 13D filed yesterday, Caxton said that "as a result of the concerns previously expressed by the reporting persons in this Schedule 13D, and in light of the unsatisfactory conversations in the fourth quarter of 2006 between representatives of the reporting persons and members of the board and the company's operating management, the reporting persons now intend to call a special meeting of the company's shareholders and to seek to replace a majority of the current members of the board". The fund subsequently filed a Schedule 14A, indicating that it would be soliciting materials from the company in order to conduct a proxy battle.

What are these past concerns? Well according to prior Schedule 13D filing:
"The Reporting Persons believe that the intrinsic value of the Company, and the amount a strategic or financial buyer would pay to acquire the Company, is significantly greater than the current market value of the Common Stock.  The Reporting Persons believe that this gap in value has resulted from the implementation by the Company's Board of Directors (the "Board") of a flawed business plan that has been detrimental to shareholder value. The Reporting Persons accordingly believe that the following steps should be taken promptly in order to preserve and maximize shareholder value:

1. The Reporting Persons believe that the Company's poor performance is the result of mistakes made by management and the Board's failure to grasp the strategic realities of the environment in which the Company operates.  At this time, we believe that the Company's operating management is capable of effectively executing the Board's strategic vision should it be given adequate guidance and oversight.  We do not, however, believe that the Board, as currently constituted, is providing the necessary strategic thinking.  Therefore, we believe that, unless significant changes are made promptly, changes in the Board are in the best interests of all shareholders.

2. The Board should include individuals with strong ties to large shareholders, as well as industry, legal and/or financial markets expertise, which have a firm grasp of the realities of the markets in which the Company operates.  Unless significant changes are made, the Board should be restructured to consist of Mr. Ranson, at least two individuals drawn from among the Company's largest shareholders, and other independent directors with relevant industry backgrounds.

3. As part of the Company's announced exploration of strategic alternatives, the Board should develop an operating strategy that not only protects and enhances the hard asset value of the Company, but also will allow the Company to be cash flow positive under any foreseeable circumstances.  The Board should immediately work with management to develop a business plan that, among other things, permits revenue growth only at a reasonable cost, fixes or exits money-losing operations, and leverages the Company's valuable brand name franchise and considerable intellectual property assets.  This new business plan should be assessed against other available alternatives, including the possibilities of a sale or restructuring of the Company.

The Reporting Persons continue to examine all of their options with respect to the possibility of taking actions that they believe will enhance shareholder value, including the option of actively seeking to replace members of the Board."
Clearly Caxton and other shareholders have reason for concern, especially after the company failed to reply to the fund's demands. This move to solicit information and replace members of the board indicates the hedge fund's conviction in enforcing necessary changes. If the fund is successful, INFS could see significant upside. This makes Infocus a stock worth watching over the next few months as this situation unfolds.

Related Companies
Dell, Inc. (DELL)
Xerox Corporation (XRX)
Sony Corporation (SNE)

1/18/2007 4:19:05 PM UTC  #    Comments [0]  |  Trackback
Corus Bankshares Inc. (NDAQ:CORS) will replace Digitas Inc. (NDAQ:DTAS) in the S&P SmallCap 600 index after the close of trading on January 24th. This comes after Digitas was acquired by S&P Global 1200 constituent Publicis Groupe SA in a deal expected to close on or about that same date, pending final approvals.

JDS Uniphase Corp. (NDAQ:JDSU) said that it sees Q2 revenues between $360 and $365 million, above their prior estimates ranging from $332 to $352 million and the consensus of $341.98 million.

Xilinx Inc. (NDAQ:XLNX) reported Q3 EPS of $0.26, which was 3 cents better than estimates. Meanwhile, revenues came in at $450.7 million versus a consensus of $451.17 million. The company said it sees Q4 revenues unchanged to down 5% versus Q3, which would be below the consensus of $472 million.

Corel (NDAQ:CREL) reported Q3 GAAP EPS of $0.37 (non-GAAP EPS is $0.52) versus a consensus of $0.43. Meanwhile, revenues in the fourth quarter of fiscal 2006 were $47.4 million, an increase of 4% over revenues of $45.6 million in the fourth quarter fiscal 2005.

IBM (NYSE:IBM) reported Q4 EPS of $2.26 versus a consensus of $2.19. Meanwhile, revenues were $26.26 billion versus a $25.67 billion consensus.

Capital One
(NYSE:COF) reported Q4 EPS of $1.14 versus a consensus of $1.24. The company said it sees FY07 EPS between $7.40 and $7.80 versus an $8.11 consensus.

General Electric Company (NYSE:GE) and Abbott (NYSE:ABT) entered into a definitive agreement for GE to acquire Abbott's primary in vitro diagnostics businesses and Abbott Point-of-Care diagnostics business (formerly known as i-STAT) for $8.13 billion in cash.

Guess?, Inc. (NYSE:GES) raised its earnings per share guidance for the fourth quarter ended December 31, 2006 to a range of $0.91 to $0.93, versus previous guidance of $0.65 to $0.67 (consensus stands at $0.72). Meanwhile, the company raised its earnings per share guidance for the fiscal year ended December 31, 2006 to a range of $2.60 to $2.62, versus previous guidance of $2.34 to $2.36 (consensus stands at $2.41).

Briggs & Stratton Corporation (NYSE:BGG) reported a Q2 loss of $0.12, which was 7 cents worse than estimates. Meanwhile, revenues were $423.1 million versus a $466.46 million consensus.

Hastings Entertainment, Inc. (NDAQ:HAST) reported sales results for the two month holiday period ended December 31, 2006. At $127.7 million, total sales increased 2.0% over the same period in the prior year, but were lower than the company's internal projections.

Merrill Lynch & Co. Inc.
(NYSE:MER) reported Q4 EPS of $2.41, above the consensus of $1.91. Meanwhile, revenues came in at $8.6 billion versus a consensus of $7.73 billion.

1/18/2007 3:27:33 AM UTC  #    Comments [0]  |  Trackback