Category: News

Builders FirstSource Inc. (Nasdaq: BLDR), a residential construction company, has agreed to a recapitalization that would include a $205 million common stock rights offering and debt exchange. The offering would be backstopped by existing shareholders JLL Partners and Warburg Pincus, which hold a combined 49.9% stake.

PRESS RELEASE

Builders FirstSource, Inc. (Nasdaq:BLDR), a leading supplier and manufacturer of structural and related building products for residential new construction in the United States, today announced a $205 million common stock rights offering and debt exchange for its outstanding Second Priority Senior Secured Floating Rate Notes due 2012 (the “2012 notes”).

The Company expects to raise up to $205 million of new equity capital by way of a rights offering to its stockholders to purchase common stock at a subscription price of $3.50 per share. The Company intends to use $75 million of the proceeds of the rights offering for general corporate purposes and to use any incremental proceeds to repurchase a portion of its 2012 notes. Holders of the 2012 notes will exchange, at par, their 2012 notes for cash, new notes with an interest rate of LIBOR (subject to a 3.0% floor) plus 1000 basis points that will mature in 2016, or a combination of cash and new notes, subject to proration. To the extent that the gross proceeds of the rights offering are less than $205 million, holders of the 2012 notes will convert a portion of the 2012 notes into common stock at an exchange price equal to the subscription price of the rights offering, as described below.

The transaction will benefit the Company by:
 * providing the Company with significant incremental liquidity to fund
   operations;
 * deleveraging the Company’s balance sheet; and
 * extending the maturity of the Company’s remaining indebtedness under
   the 2012 notes.

The Company had formed a Special Committee to review a proposal submitted by its two largest stockholders, JLL Partners Fund V, L.P. (”JLL”) and Warburg Pincus Private Equity IX, L.P. (”Warburg Pincus”). Robert Griffin, Chairman of the Special Committee, said, in approving the transaction, “We worked hard with our advisors to provide constructive responses to the transaction proposed by JLL and Warburg Pincus, and we are pleased to have agreed upon a structure that allows current stockholders to maintain their ownership while also allowing the Company to improve its liquidity and right size its balance sheet.”

Floyd Sherman, the Company’s Chief Executive Officer, said, “We appreciate the support of JLL and Warburg Pincus, our largest stockholders, their continued willingness to invest in the future of the Company and their demonstrated faith in our management team. I believe that this transaction is a message to the entire building community that Builders FirstSource has the capacity to withstand the current downturn and is prepared for the anticipated recovery.”

Mr. Sherman concluded, “We are optimistic that this transaction will be viewed favorably by our customers, suppliers and employees. We expect the Company to emerge from this downturn in the building market as a stronger and better capitalized competitor.”

The Rights Offering

Under the terms of the rights offering, the Company will distribute, at no charge to the holders of its common stock, transferable rights to purchase up to an aggregate of 58,571,428 million new shares of common stock at a subscription price of $3.50 per share. The number of transferable rights to be distributed per share of common stock will be announced when the Company’s Board of Directors sets a record date for the rights offering and will be set forth in a registration statement to be filed with the Securities and Exchange Commission (”SEC”) and a prospectus distributed to stockholders of record as of the record date. Each whole right will entitle a holder to purchase one share of common stock at the subscription price. Holders of rights (other than JLL Partners Fund V, L.P. and Warburg Pincus Private Equity IX, L.P.) who fully exercise their rights will be entitled to subscribe for and purchase, subject to certain limitations and subject to allotment, additional shares that remain unsubscribed as a result of any unexercised rights (up to the number of shares for which a holder may subscribe under its basic subscription privilege).

JLL and Warburg Pincus, who collectively beneficially own approximately 50% of the Company’s common stock, have each agreed to backstop the rights offering for no fee under the terms of an Investment Agreement between the Company, JLL, and Warburg Pincus, by purchasing from the Company, at the subscription price, unsubscribed shares of common stock such that gross proceeds of the rights offering will be $75 million. In addition, to the extent gross proceeds of the rights offering are less than $205 million, each of JLL and Warburg Pincus has agreed to exchange up to $48.909 million aggregate principal amount of the 2012 notes indirectly held by it for shares of our common stock at an exchange price equal to the rights offering subscription price, subject to proration from the participation of other holders of 2012 notes who exchange their 2012 notes for shares of our common stock not subscribed for through the exercise of rights in the rights offering.

The first $75 million of gross proceeds from the rights offering will be used for general corporate purposes and to pay the expenses associated with the transaction, and, to the extent gross proceeds of the rights offering exceed $75 million, those proceeds will be used to repurchase a portion of the outstanding 2012 notes exchanged in the debt exchange.

The Debt Exchange

Under the terms of the debt exchange, the Company will exchange up to $145 million of newly issued Second Priority Senior Secured Floating Rate Notes due 2016 (the “2016 notes”) and up to $130 million in cash from the proceeds of the rights offering in exchange for its outstanding 2012 notes.

To the extent the Company receives less than $205 million of gross proceeds from the rights offering, JLL and Warburg will exchange their 2012 notes, and other participants in the debt exchange will exchange all or a portion of their 2012 notes, for shares of common stock at an exchange price equal to the subscription price, rather than for the 2016 notes or cash, subject to proration. To the extent the gross proceeds from the rights offering plus the aggregate principal amount of any 2012 notes exchanged for common stock do not equal $205 million, participants in the debt exchange will receive, in exchange for a portion of their 2012 notes, shares of common stock at an exchange price equal to the subscription price.

In addition, holders who exchange their 2012 notes in the debt exchange will consent to amend the indenture under which the 2012 notes were issued to eliminate certain restrictive covenants and release the liens on the collateral securing the 2012 notes. Holders of approximately 66 2/3% of the aggregate principal amount of the 2012 notes, excluding JLL and Warburg Pincus, must consent to such amendments to the indenture governing the 2012 notes in order for the amendments to become effective.

The Company has entered into support agreements with the holders of 82.8% of the aggregate principal amount of the 2012 notes under which such noteholders have agreed to exchange their 2012 notes in the debt exchange and consent to the amendments to the indenture governing the 2012 notes.

An agreement in principle was reached to settle the consolidated class and derivative action lawsuit that was filed in connection with the proposed transaction.

Consummation of the rights offering and debt exchange is subject to stockholder approval of the issuance of the shares to be issued in the rights offering, the backstop commitment, and the debt exchange; the exchange of at least 95% of the aggregate principal amount of 2012 notes in the debt exchange; court approval of the agreement to settle lawsuits relating to the transaction; and other customary closing conditions.

About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource is a leading supplier and manufacturer of structural and related building products for residential new construction. The company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as our distribution facilities. Manufacturing facilities include plants that manufacture roof and floor trusses, wall panels, stairs, aluminum and vinyl windows, custom millwork and pre-hung doors. Builders FirstSource also distributes windows, interior and exterior doors, dimensional lumber and lumber sheet goods, millwork and other building products. For more information about Builders FirstSource, visit the Company’s web site at www.bldr.com.

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A few months back, someone sent over some details about a legal battle involving Peter Boesen, who is both a convicted felon in jail and a patent hoarder who licensed his patents to a “patent troll” firm to assert against tons of tech companies, and Niro Scavone, the law firm representing the patent company (and the law firm famous for, among other things, having been the inspiration for the term “patent troll”). There wasn’t much to write about directly, but it looks like Joe Mullin has been keeping on top of things (as always) and has found that via this lawsuit Boesen has exposed some of the underlying details of how much money patent trolls get:

Most intriguing is the sum paid by Apple to settle an SPT suit brought over the iPhone in the Eastern District of Texas in 2008: $865,000. Without any motions being filed after the intial complaint or any substantive discovery, a bit more than 30 percent of that amount, $271,817, went to Niro Scavone, which also billed $46,568 in expenses. Nearly $40,000 went to someone identified as “Ward”–most likely Johnny Ward Jr., who served as local counsel to SPT in the case. Of what was left, almost $109,000 went to SP Technologies, then owned by investor Courtney Sherrer, and $311,400 went to Boesen.

Also noteworthy: a full 10 percent of Apple’s payout, $86,500, is marked as going to “LG”–an apparent reference to LG Electronics, which, according to the Boesen receipt, paid $834,964.01 to settle a separate SPT suit in 2006. Why would LG be getting a cut of the settlement in a suit to which it was not a party? And was Apple aware that a piece of that settlement might wind up with one of its competitors? Representatives from Apple and LG did not immediately respond to requests for comment.

There’s a lot more in Mullin’s post. Not sure how much is worth commenting on, but given that such patent holders and patent hoarding companies tend to be incredibly secretive about all of this stuff, it’s still an interesting peek behind the curtain.

Oh yeah, as for Mullin’s question about LG receiving 10% of the payout from Apple, that might not be all that surprising really. Last year, we covered how it was becoming increasingly common for patent hoarders to play this neat trick where they sue a bunch of companies and promise the ones who settle quickly a cut of what they can get from the others. This sets up a little an interesting game theory situation, whereby companies have extra incentive to settle quickly, which makes the patent holder very happy, and which they use to tout how “legitimate” their patents must be (yeah, right). It sounds like, perhaps, that’s what happened here. Since LG settled earlier, perhaps part of the settlement was the right to 10% of a cut against others.

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Krokus Private Equity has acquired a 44% stake in Polmed, a Polish operator of outpatient clinics. No financial terms were disclosed. www.polmed.pl

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MidOcean Partners has acquired The Allant Group, a New York-based provider of marketing optimization solutions for the Fortune 100. The deal is being done in partnership with Allant management.

PRESS RELEASE
MidOcean Partners (“MidOcean”), a leading private equity firm with offices in New York and London, in combination with Allant management, announced today that it has acquired The Allant Group, a leading provider of marketing optimization solutions that combines database management, analytics and predictive intelligence to maximize targeted marketing solutions for its growing list of Fortune 100 clients.

“We have been following the developing trends in the marketing services space for several years and became increasingly impressed with Allant, its market leadership position, and its prospects for continued growth,” said Frank Schiff, Managing Director of MidOcean. “Discussions between our firms began more than three years ago, and we believe that Allant has all the right ingredients to become the top provider in the marketplace.”

Frank Sowinski, a former President of Dun & Bradstreet and member of the MidOcean team who will serve as Allant’s Vice Chairman added, “Allant’s emphasis on analytic-driven multi-channel marketing solutions, integrated inbound and outbound marketing technologies, performance measurement and advanced advertising solutions are extremely well aligned with the demands of large scale marketing organizations.”

The company is rated among the top marketing service providers by Forrester Research, whose latest Vendor Summary on Allant stated, “In the two years since we last evaluated database marketing service providers, The Allant Group has honed its delivery of analytically and strategically led database engagements. Allant targets enterprise opportunities in select industries, and its integrated service and high customer satisfaction translate into notable market momentum. Clients describe its service delivery as very open, flexible, and responsive, and the company is a strategic partner for senior-level marketers within its client base.”1

Terry McCarthy, President & CEO of Allant commented, “We are excited to have MidOcean join the Allant team as an active partner in driving our vision, growth strategy and delivery of best practices. Our collective goal is to deliver measureable value for clients through a balance of innovation and discipline. We are actively investing in our multi-channel delivery infrastructure, talent base, account management practice and performance measurement capabilities to drive our clients’ results and further expand Allant’s business.”

In the past year Allant has significantly expanded its solution footprint for Fortune 100 clients whose needs span analytic, consulting and technology driven solutions. In addition to its direct mail, Web, email and call center expertise, Allant has established itself as a leading provider in advanced TV advertising. The company has a prestigious base of clients in the cable, financial services, insurance, retail, telecom and teleservices industries.

About Allant
Allant is a leading Marketing Service Provider of integrated online and offline multi-channel database marketing solutions driven by best in class analytic, technology and marketing strategy capabilities. Founded in 1984, Allant has built core competencies in data management, database services, analytics and strategy which are delivered by highly skilled professionals. For more information on Allant and its products, services and solutions, call 800.367.7311 or visit Allant online at www.allantgroup.com.

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Becton, Dickinson and Co. (NYSE: BDX) has agreed to acquire HandyLab Inc., an Ann Arbor, Mich.-based maker of molecular diagnostic assays and automation platforms. No financial terms were disclosed. HandyLab had raised nearly $44 million in VC funding, from firms like EDF Ventures, Ardesta, Arboretum Ventures, Pfizer Strategic Investments, Wolverine Venture Fund, Dow Ventures and Lurie Investments.

PRESS RELEASE
BD (Becton, Dickinson and Company) (NYSE: BDX) announced today that it signed a definitive agreement to acquire HandyLab, Inc., an Ann Arbor, Michigan-based company that develops and manufactures molecular diagnostic assays and automation platforms. The acquisition is subject to regulatory approvals and is expected to close during the first quarter of fiscal year 2010. The financial terms of the agreement were not disclosed.

Consistent with BD’s stated acquisition strategy, and building upon a previously announced development and distribution agreement between BD and HandyLab earlier in 2009, the acquisition would further extend BD’s commitment to the novel HandyLab instrumentation technology to support BD’s molecular diagnostics strategy.

“HandyLab has developed and commercialized a flexible automated platform for performing molecular diagnostics which is an ideal complement to our molecular diagnostics offerings,” said Vincent A. Forlenza, BD President. “We believe this new platform enables both our healthcare-associated infections offering and future expansion into other molecular opportunities.”

BD plans to place its BD GeneOhm™ molecular assays for Methicillin-resistant Staphylococcus aureus (MRSA), Clostridium difficile and Vancomycin-resistant Enterococcus (VRE) onto the HandyLab platform and market them as the new BD MAX™ system. The flexibility of this novel platform will allow further expansion of the BD molecular diagnostic menu. BD senior management will address this announcement during the Company’s fiscal fourth quarter earnings call on November 4, 2009, which will be broadcast live on BD’s website, www.bd.com/investors, at 10:00 a.m. (ET).

BD is a leading global medical technology company that develops, manufactures and sells medical devices, instrument systems and reagents. The Company is dedicated to improving people’s health throughout the world. BD is focused on improving drug delivery, enhancing the quality and speed of diagnosing infectious diseases and cancers, and advancing research, discovery and production of new drugs and vaccines. BD’s capabilities are instrumental in combating many of the world’s most pressing diseases. Founded in 1897 and headquartered in Franklin Lakes, New Jersey, BD employs approximately 29,000 associates in approximately 50 countries throughout the world. The Company serves healthcare institutions, life science researchers, clinical laboratories, the pharmaceutical industry and the general public. For more information, please visit www.bd.com

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Coolibar Inc., a Minneapolis-based maker of sun protection products for the consumer market, has raised $2.3 million in Series E funding, according to a regulatory filing. Aethlon Capital placed the round, which could be expanded by another $500,000. The company previously raised just over $3 million, from firms like LFE Capital, Aavin Equity Advisors and Rain Source Capital.  www.coolibar.com

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NewWorld Capital Group has launched as a private equity firm focused on mid-market companies and related infrastructure projects in the clean energy and environmental services space. It will focus on opportunities in the U.S., but also will invest selectively in Europe.

Founding partners include: Bradley Abelow (former chief of staff to NJ Governor Jon Corzine, former NJ treasurer and ex-Goldman pro), Bill Hallisey (managing director with GSC Group), Ali Iz (venture partner with CMEA Capital) and Everett Smith (managing director with New Energy Capital). The firm’s chairman is Carter Bales, former managing partner of The Wicks Group of Companies.

PRESS RELEASE

A group of founding investors today announced the formation of NewWorld Capital Group, a private equity firm that will invest in middle-market companies and related infrastructure projects in the clean energy, energy efficiency, environmental services, waste management, water, and sustainable/biodegradable materials fields, principally in the United States and selectively in Europe. The new Firm will provide expansion capital to proven companies and clean infrastructure projects in collaboration with top-quality management teams.
 
“We will apply the most rigorous tests,” said Carter Bales, who chairs the new Firm. “No unproven technologies, no venture investments, no business plans built on a future carbon price.”
 
The Firm’s founders are seasoned professionals with many years of investment experience in companies and infrastructure projects in the environmental sector. They bring related skills in business operations and project management, project finance and development, and regulatory issues.
 
NewWorld Capital will work in close cooperation with Ambienta Sgr, a leading European environmental assets private equity firm. The two Firms intend to collaborate in sourcing and evaluating investment opportunities in each other’s market.
 
Everett Smith, a founding partner, explained “The environmental sector is rife with opportunities for the informed investor. It is large, growing rapidly and reflects less competitive intensity than most investment sectors. Our Firm will provide expansion capital to companies and related infrastructure projects in the middle market — what is conventionally known as the “Commercialization Gap” – the period before companies and projects can command large
amounts of institutional capital.”
 
Founding partner Ali Iz added, “Unlike many other industries, businesses and projects in the environmental sector need significant amounts of capital to support their growth. NewWorld will bring a seasoned team to the task of finding the most solid and rewarding investments.”
 
Bradley Abelow, another founding partner, noted, “The transition to a cleaner and less carbonintensive economy will continue to gather momentum whether or not Congress acts this fall. The public demands it, businesses need regulatory certainty, and political leaders are beginning to realize the change has to come. More than 30 states already have Renewable Portfolio Standards mandating clean energy. Opportunities are now available for smart investors to earn super-normal returns while producing attractive benefits for society in the form of energy cost savings and a less polluted world.”
 
The Firm’s founding partners include Carter Bales, Bradley Abelow, Bill Hallisey, Ali Iz and Everett Smith.

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Facebook appears to have won at least part of yet another legal fight.  Yesterday, United States District Judge Jeremy Fogel dismissed a complaint that Power.com brought against the social networking company in early July.

Facebook actually sued Power.com way back in January, alleging that Power.com had collected data about its users, and, in the course of doing so, violated the CAN-SPAM act and a couple of other regulations.  Facebook raised the issues of copyright and trademark infringement, too.

Power.com filed a counterclaim in response.  Unfortunately for Power.com, Judge Fogel felt its complaints were a little vague and unsupported by any obvious evidence.  He wrote, "[T]he Court need not accept as true allegations that are conclusory, unwarranted deductions of fact, or unreasonable inferences."  Hence the dismissal.

Power.com_Dismissal

The catch is that Power.com has 30 days to amend its claim and try again, so Facebook isn’t completely in the clear just yet.

Also, while dismissing Power.com’s complaint, Judge Fogel gave little indication of how Facebook’s original suit against Power.com is going (not that he should have), so Mark Zuckerberg and his lawyers can’t declare a compete victory over the other company at this point.

Related Articles:

> Facebook Gets Double Dose of Legal Issues

> Facebook Dealing With a Click Fraud and Data Access Lawsuit

> Facebook Caught In Another Patent Infringement Suit

International Development Secretary Douglas Alexander answered questions on the threats of climate change to poor countries and what the UK wants from this month’s EU Council and the Copenhagen conference.

• Find out more on DFID’s climate change webpages or on the Act on Copenhagen website.

Read the transcript:

Moderator says: Thanks for all your questions so far. Douglas Alexander is still a few minutes away, but we will be getting started shortly.

Nick Hoskinson: Alexander. Do you really think you can get Global agreement on this important issue? Because I reckon you have a VERY uphill struggle.

Douglas replies: Hi, it’s Douglas here.  You are right that Copenhagen isn’t a done deal and it remains in the balance.  But we are determined to try and get the right deal. The US, China and India are now engaged and all seem to want to get a Copenhagen deal.  Timing is tight and the deadline is helping to concentrate minds.

Jason Jones: How big a setback would it be for Copenhagen were Europe not to be able to agree a common negotiating position this week at the European Council?

Douglas replies: Climate change is a defining political test for our generation.  We have a moral responsibility to the developing world to work out a fair deal on climate change.  I remain of the view that EU leadership on climate finance this week can be essential to unlocking the negotiations.

Nadav Atik: Ed Miliband, Gordon Brown and yourself are making good promises ahead of Copenhagen in regards to reducing CO2 emmissions; but to what extent are other government departments (eg those involved with business and industry, transport, food, defence, trade, housing and finance)on board with these targets?

Douglas replies: Just last Thursday I was at a meeting here in Whitehall to discuss what more we can do to secure a deal in Copenhagen.  That meeting wasn’t just with Ed, but with other Ministers from across Government.  We simply wouldn’t have been in a position for the Prime Minister to make his speech on climate financing back in June unless there was broad support right across Government to get a successful conclusion to the Copenhagen talks.

Rowena Quantrill: given the devasating affect that climate chane is already having on the lives of peole in developing countries, what will it take to get the government to take real action such as increasing green taxes and persuading voters that they may have to make lifestyle changes such as flying less and eating less meat?

Douglas replies: It’s important if we are to build the public support and momentum to tackle climate change that politicians are clear with the public about the choices that are required.  If, for example, as a society we are going to fly more in the future then we’ll have to engage less in other activities that generate carbon.  Of course, technology has a role to play, but so do the choices made by individuals, companies and governments.  I also think it’s significant that campaigners like Al Gore make the case for action in terms of opportunity rather than simply austerity.  As my colleague Ed was told recently at a public meeting “if Martin Luther King had stood on the mall and said “I have a nightmare” instead of “I have a dream” the civil rights movement might not have been quite as effective.”

Dina: What is the future plan for climate change and how can the general public have their say on their future?

Douglas replies: The public can have their say in a lot of different ways.  Encouraging retailers to source sustainable products, following the kind of advice contained in the Act on CO2 campaign, and campaigning on these issues.  On Friday evening I took part in a public meeting in my constituency that Oxfam had organised ahead of Copenhagen to discuss the need for a fair, effective and ambitious deal.  My hope is that in communities across the country we’ll see more of that engagement, not less, in the weeks and months ahead.

Joanne O’Reilly: What will be your priority in Copenhagen?

Douglas replies: As the British Government we want a deal that is fair, effective and ambitious.  As Development Secretary my focus is making sure that the voices of developing countries are heard in these negotiations, because many developing countries are already being hit first and hit hardest by dangerous climate change.

Jiesheng: Why are we so concerned with climate change’s linkage with povery? A main facto for poverty is the biased trade barriers of the EU and other Western nations as well as the neo-liberal ideas in aid packages, DFID’s included.

Douglas replies: Jiesheng, of course getting a fairer set of global trade rules is vital to tackling extreme poverty around the world.  But climate change is literally a game-changer in the battle against poverty.  Many of us came together in 2005 to campaign to make poverty history – unless we now address climate change it will make poverty the future for millions of our fellow citizens.

Eion Begley: John Prescott has said “Unless Copenhagen recognises that the agreement must be about social justice, it will fail.” Do you think that the US can be persuaded on this?

Douglas replies: I welcome the fact that there has been a real change in the approach of the American Administration to climate change with the election of Barack Obama.  Of course all countries need to make compromises to reach agreement in Copenhagen, but my sense from talking to Ed regularly over recent weeks is that there is a real willingness on the part of the Americans to work to try to secure the global deal.  I think for that deal to be acceptable to many developing countries it will need to recognise the particular responsibilities of developed countries as well as the particular vulnearbilities of many developing countries.

Joe: What will the modalities for Climate Change Adaptation finance so that it can be both additional to ODA but also complimentary to it?

Douglas replies: Additional funding is going to be key to both getting a deal and making it work.  Some ODA will meet both poverty reduction and climate change objectives, but developing countries want to know that we are also sticking to our commitments on poverty reduction.  We are working with our EU colleagues this week and in the run-up to Copenhagen to secure this extra funding to help developing countries tackle climate change.  NGOs, campaigners and civil society all have a responsibility in the weeks ahead to work on these issues both because it’s the right thing to do, and it may hold the key to a deal.

Richard Hincks: Some commentators have said that the best result from Copenhagen is that actually it would be to delay the meeting for 1 year. This would give more time for discussions about the best way forward and in the end, get a better deal in the future or get a (possibly) mediocre deal in December. Do you agree?

Douglas replies: The truth is I don’t think it’s credible to talk about a plan B given our focus is rightfully on trying to secure agreement in December.  I struggle to see why if the world fails to come together towards the end of this year it’s any more likely to happen in a year’s time.  That’s why not just political leaders, but civil society have such a key role to play in the run-up to Copenhagen.  We should be working for, planning for, campaigning for success rather than anticipating failure.

Essayas: How politically and materially (emissions) important will the voices of African countries be in Copenhagen? How is Britain partnering with Africa on climate change?

Douglas replies: We’re supporting the ability of African governments to be represented in Copenhagen and participate fully in the talks, and we’re also supporting civil society within Africa to raise awareness and campaign on these issues.  African leaders like Paul Kagame and Prime Minister Meles are already making their voices heard on these issues.

James Knight: Have you signed up to the tck tck tck campaign?

Douglas replies: Yes, and I recently spoke at a meeting organised by the tck tck tck campaign alongside Mary Robinson, the former President of Ireland and climate advocates from the developing world.

Daniel Vockins: Great news that you’ve signed up to 10:10. What will your department be doing to reach 10%?

Douglas replies: The 10:10 campaign can be a powerful symbol of the commitment of individuals and institutions to tackling climate change.  I’ve signed up the Department for International Development and we have already put in place systems to monitor the carbon emissions from our buildings here in the UK and offset our air travel.  The White Paper I announced in July commits us to making all of DFID’s operational activities both in the UK and overseas carbon neutral by 2012.

While these campaigns and actions are important, so too are actions by governments internationally, which is why a global deal in Copenhagen is so important.  I’m going to have to sign off now.  Thanks for all your questions, sorry I couldn’t get to them all. I commit to keep working on these issues between now and Copenhagen.

Southern Cross Group and Evercore Mexico Capital Partners have agreed to acquire Mexican homebuilder Servicios Corporativos Javer, for an undisclosed amount. The deal is expected to close next month, pending regulatory approvals.

PRESS RELEASE
Southern Cross Group, Evercore Mexico Capital Partners (jointly the “Funds”) and Servicios Corporativos Javer, S.A.P.I de C.V. (”Javer” or the “Company”) announced today that they have signed an agreement by means of which the Funds acquire a controlling interest in the Company.

This transaction allows Javer, leader in the Mexican homebuilding sector, to incorporate strategic partners with proven financial and operating experience throughout the region. Javer, which plans to build more than 17,500 homes in 2009 and has land reserves in excess of 100,000 units, is one of the fastest growing developers of homes in the low, middle and residential segments in Mexico.

“The operating experience, strategic thinking and regional view of our new shareholders will contribute towards further consolidating Javer’s growth as we work towards becoming one of the country’s leading homebuilders and consider accessing the public equity markets,” stated Salomon Marcuschamer, founder of Javer.

This transaction does not involve any changes in the Company’s management, operating team or strategy. Roberto Russildi and Eugenio Garza, CEO and CFO respectively, will continue heading the Company’s operations as they, and the rest of the senior management team, have agreed to sign long-term employment contracts with incentives tied to the performance of the Company.

Salomon Marcuschamer, who will serve as Javer’s Honorary Chairman, will remain actively involved in the management of the Company particularly with respect to land acquisition and development. The Board of Directors will also include Ricardo Rodriguez, Cesar Perez Barnes and Sebastian Villa from Southern Cross Group, Pedro Aspe and Alfredo Castellanos from Evercore, Fernando Alvarez Neila, Joe Ackerman and independent board members to be appointed shortly after the closing. Ricardo Rodriguez will act as Chairman of the Board.

The new partners have a long-standing track record of achieving extraordinary investment returns by focusing on improving the operations of their portfolio companies while operating within very conservative leverage structures. The Funds do not intend to implement any fundamental changes in Javer’s overall business or financial strategy, especially with respect to leverage and dividend policies as the intention is to re-invest free cash flow to maximize growth. The transaction does not involve any modification of the cash balance or financial position at Javer.

Cesar Perez Barnes, Managing Director of Southern Cross, stated, “The incorporation of an investor group with long-standing, proven experience in the region will contribute significantly to consolidate the institutionalization of management and corporate governance procedures. We believe our capabilities perfectly complement Javer’s vision and that, together, we will continue maximizing the Company’s value within a general context of growth in the Mexican homebuilding sector.”

Homebuilding in Mexico is approximately a US$ 20 billion industry with annual demand for homes in excess of 800,000 units with over 720,000 mortgages granted each year(1).

“Our investment in Javer relies on solid fundamentals, in one of the most relevant sectors of the country’s economic activity. The market knowledge and business expertise of Javer’s executive management have allowed it to become a leader in the sector and is a testament of the company’s competitive position,” declared Pedro Aspe, Co-Chairman of Evercore.

Roberto Russildi, Javer’s CEO commented on the transaction, “At Javer we are honored by the fact that such well recognized investment firms chose to join us in what we foresee to be an unparalleled market opportunity. It is a true vote of confidence to what the company and our team have achieved to date. Their participation, together with that of Mr. Marcuschamer, provides a tremendous sponsorship umbrella that will guide us as we execute our business strategy which includes titling in excess of 45,000 homes over the next couple of years.”

The closing of this transaction, which is expected in November of this year, will require approval from Mexican regulatory authorities.

(1) Industry figures according to Infonavit and Softec; does not include the Vacational segment.

Southern Cross Group, a leading private equity fund in Latin America founded in 1998, has offices in Argentina, Brazil, Chile, Mexico and the United States. Its companies are worth more than $1.5 billion dollars and participate in various economic sectors such as retail, pharmaceutical, personal care products and household production, oil and gas exploration, hospitality, food distribution, generation thermal power, natural gas distribution and water services. Of its more than 20 transactions, the best known in the Mexican market include the acquisition of MMCinemas, the sale of Telex-Chile to Telmex, the sale of Construmega to Cemex and development of MorePharma. For additional information please visit: www.southerncrossgroup.com

Mexico Evercore Capital Partners is the private equity division of Protego and manages more than $125 million dollars. Its first investment was More Pharma; the investment in Javer will represent the second joint venture in Mexico Evercore Capital Partners with Southern Cross Group. Protego, founded in 1996 by Pedro Aspe, is a leader in investment banking advice. In 2006 it merged with Evercore, a leading US investment banking and investment management firm. Evercore has a presence in New York, Los Angeles, San Francisco, Boston, DC, Houston, London, Mexico City, Monterrey, Japan, Brazil, France and China. Other private equity investments in which Protego has participated are Volaris, Ike Assistance and Lipu.

Javer, based in Monterrey, Nuevo Leon, was founded in 1973 by Salomon Marcuschamer. It is one of the largest developers of low-income homes in Mexico. The company has a 19% market share in loans granted by Infonavit in the State of Nuevo Leon. It plans to build over 17,500 houses in 2009 and has land reserves in excess of 100,000 units. The company provides strong social support to the communities in which it participates through the installation of schools, medical centers, and sports complexes.

Disclaimer:

This press may include forward-looking statements. These forward-looking statements include, without limitation, those regarding Javer’s future financial position and results of operations, the Company’s strategy, plans, objectives, goals and targets, future developments in the markets in which Javer participates or are seeking to participate or anticipated regulatory changes in the markets in which Javer operates or intends to operate.

Javer cautions potential investors that forward looking statements are not guarantees of future performance and are based on numerous assumptions and that Javer’s actual results of operations, including the Company’s financial condition and liquidity and the development of the Mexican mortgage finance industry, may differ materially from the forward-looking statements contained in this press release. In addition, even if Javer’s results of operations are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

Important factors that could cause these differences include, but are not limited to: risks related to Javer’s competitive position; risks related to Javer’s business and Company’s strategy, Javer’s expectations about growth in demand for its products and services and to the Company’s business operations, financial condition and results of operations; access to funding sources, and the cost of the funding; changes in regulatory, administrative, political, fiscal or economic conditions, including fluctuations in interest rates and growth or diminution of the Mexican real estate and/or home mortgage market; increases in customer default rates; risks associated with market demand for and liquidity of the notes; foreign currency exchange fluctuations relative to the U.S. Dollar against the Mexican Peso; and risks related to Mexico’s social, political or economic environment.

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PacketMotion Inc., a San Jose, Calif.-based provider of user activity management solutions for IT audit and compliance efficiency, has raised $5 million in Series C funding. Reservoir Venture Partners led the round, and was joined by return backers Intel Capital, Onset Ventures and Mohr Davidow Ventures. The company has now raised $39.5 million in total VC funding since 2004.

PRESS RELEASE

PacketMotion, pioneers of User Activity Management, today announced the closing of a $5 million Series C Round of funding. Reservoir Venture Partners led the financing, with additional contributions from all of PacketMotion’s existing investors including Intel Capital, Mohr Davidow Ventures and Onset Ventures.

PacketMotion will use the funds to expand its sales force and bolster marketing in response to strong demand for its PacketSentry Manager and Probe that help mid- to large-sized enterprises meet compliance/audit requirements and mitigate insider security threats.

“We’re backing PacketMotion because no other compliance or security product offers the same ability to look at data at the application level while operating at the network level,” said Matthew Carbonara, general partner, Reservoir Venture Partners. “Further, PacketMotion’s one-of-a-kind solution actually delivers on what others have claimed in the past–it provides deep analysis and enforcement of all transactions based on user activity, versus IP address. The market opportunity is huge, and we want to help PacketMotion capitalize on it.”

PacketMotion’s solution avoids the use of agent software or in-line appliances, both of which typically impact application availability and performance. IT and security teams are able to integrate the PacketMotion solution in less than one day, immediately lowering the costs associated with complying with regulations such as PCI DSS, SOX and HIPAA.

“Since we launched PacketSentry in early 2008, our solution has been resonating with customers who need to do more with less,” said Paul Smith, CEO, PacketMotion. “This should be our last financing round as we move towards expected profitability in 2010.”

About PacketMotion

PacketMotion, Inc. has pioneered the development of User Activity Management (UAM) to drive IT audit and compliance efficiency. Recognized by Gartner as a “Cool Vendor in Identity and Access Management, 2009”, PacketMotion’s unique approach to automating compliance and security avoids the use of agent software or in-line appliances, both of which can affect application availability or performance. IT and security teams are able to integrate the solution in less than a day, immediately lowering costs associated with complying with regulations such as PCI DSS, SOX and HIPAA. The solution also is simultaneously used to manage risks from insider fraud and protect sensitive data. For more information, visit www.packetmotion.com.

About Reservoir Venture Partners

Reservoir Venture Partners is a venture capital firm specializing in investments in seed and early stage companies. The firm typically invests in information technology, biosciences and advanced materials manufacturing devices and measurement. Within information technology, it focuses on business solutions, systems software, security communications technology, and hardware and software wireless solutions. The firm typically invests in companies with market size of $500 million. Reservoir Venture Partners was founded in 2001 and is headquartered in Columbus, Ohio. For more information, visit www.reservoirvp.com.

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Corn amylase improves efficiency and environmental footprint of corn to ethanol
25.oct.09
Crop Biotech Update

Corn Amylase (CA), an enzyme essential to convert available starch to fermentable sugars in the production of biofuels, can improve the efficiency, cost, and environmental footprint of biofuels. It will reduce the demand for natural resources, the consumption of fossil fuels, the emission of greenhouse gases, reduce utility costs at the plant and improve the energy balance (compared to ethanol produced from conventional corn). In Corn Amylase: Improving the Efficiency and Environmental Footprint of Corn to Ethanol through Plant Biotechnologypublished in the e-journal AgbioForum, John Urbanchuk and colleagues from LECG, LLC and Michigan State University review the potential economic and environmental benefits of CA on the production of ethanol from corn and sorghum.
Results were confirmed in a trial of a new variety of corn developed by Syngenta that expresses alpha-amylase directly in the seed endosperm. The authors noted that “This technology represents a novel approach to improving ethanol production in a way that can be integrated smoothly into the existing infrastructure.”

For the full article visit http://www.agbioforum.org/v12n2/v12n2a01-stone.htm

See earlier Pundit Post
New Breakthrough Biotechnology Adds Value to Corn Growers Output & Reduces Costs of Ethanol Biofuel.

By Erik Sass
mediapost.com

An average 74 million people visited a newspaper Web site each month in the third quarter of 2009, equaling just under 40% of all active U.S. Internet users, according to the Newspaper Association of America, citing research performed by Nielsen Online.

This is the most unique visitors recorded since the NAA and Nielsen began tracking newspaper Web site audiences in 2004; the previous record was 73.3 million in the first quarter of 2009.

Although year-over-year comparisons are difficult because of a big increase in Nielsen’s panel size in June, the active-reach figure appears to be remaining stable, as newspaper Web sites have hovered around 40% for the last two years.

Meanwhile, the actual number of unique visitors in the third quarter of 2009 represents an increase of about 8.5% over the third quarter of 2008, when they came in at around 68.2 million.

This growth is good news for newspapers, especially since it comes in an “off” news year — one without Olympics or closely contested elections. Last year, some analysts expressed concern that newspaper Web site numbers would remain depressed after reaching record highs in the run-up to the 2008 presidential election. But these fears have proven unfounded, as newspaper Web site audiences continue to grow. . . READ FULL STORY

Aviary Inc., a Long Island-based provider a software application suite in the cloud, has raised $7 million in Series B funding. Spark Capital led the round, and was joined by return backers like Bezos Expedition.

PRESS RELEASE

Aviary, Inc., a pioneer of a creative application suite in the cloud, today announced that it has received $7 million in Series B financing led by Spark Capital, with participation from existing investors, including Bezos Expeditions, a personal investment company of Jeff Bezos. With a suite of digital creation and editing software available as an online service, Aviary offers a simple and cost-effective solution for creators of all genres – from graphic design to audio editing – to express their creative talents and participate in the burgeoning market for digital goods. In conjunction with the investment, Mo Koyfman of Spark Capital will be joining Aviary’s board of directors.

“Aviary’s robust suite of online creative tools is fundamentally democratizing digital creation. Whereas the market for digital goods was once reserved exclusively for creators using proprietary desktop software, Aviary is delivering creative applications that allow anyone with a browser to participate,” said Koyfman. “And by doing so in the cloud, Aviary allows for seamless online creation, collaboration, distribution and ultimately monetization previously not possible. The Aviary model has the potential to exponentially increase the number of creators and collaborators contributing to the digital economy.”

Until now, the digital creation market has been largely dominated by desktop software solutions which are often cost prohibitive and involve complicated interfaces. By contrast, Aviary offers a powerful creative toolset in the cloud that enables professional and amateur creators alike to easily create their own digital works. The basic Aviary suite is available for free to users and includes an image editor, vector editor, audio editor and more. Users can also upgrade to the pro suite to gain commercial features such as unlimited private storage, as well as collaboration and community enhancements. For more information, visit http://aviary.com/.

“We are disrupting the status quo by eliminating the long-held barriers to digital creation and giving creators the tools they need to create, market and monetize their vision,” said Avi Muchnick, founder & CEO of Aviary, Inc. “We are extremely excited to have Spark Capital on board. Their broad-ranging internet, software and consumer experience will be a tremendous asset to us in furthering our mission to make creation accessible to creators of all genres.”

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Hello Kitty is 35 years old now, and she still continues to be the dream cartoon cat of millions of teenage girls. If you’re one of these people and have a penchant for gadgets on top of that, this new and strictly limited music player might be the right thing for you. The so-called Hello Kitty Music Player Crystal [JP] is the result of a cooperation between iriver Japan, Hello Kitty company Sanrio and luxury brand Swarovski Crystal.

The player is sized at 47.2×18.0×37.5mm, weighs 19g and comes with 300 of Swarovski crystals that just boost the cuteness a little more. It features 2GB of storage, which is enough for around 480 songs and can play MP3 and WMA files. It supports Windows PC only (via USB 2.0).

The player is Japan-only and will cost $150 when it goes on sale (exclusively online) on October 30. I suggest you contact the Japan Trend Shop, Geek Stuff 4 U or Rinkya in case you live outside Japan and you’re interested in getting one.

(Reuters) – Billionaire activist investor Nelson Peltz will be elected to Legg Mason Inc’s (LM.N) board, the U.S. asset manager said on Monday, in a move that would avoid a proxy fight for the next two years.

Peltz’s Trian Fund Management and Legg Mason agreed to a pact where the fund will not accumulate more than 9.9 percent of Legg stock for the next two years, Legg Mason spokeswoman Mary Athridge said by phone.

Trian holds about 6.94 million shares, or 4.3 percent, in the asset manager, Legg Mason said in a statement.

“We welcome Nelson, whose firm is a significant investor in Legg Mason,” Chief Executive Mark Fetting said in the statement. “We look forward to benefiting from his insights and experience.”

Legg Mason said Peltz’s appointment reflects an agreement between the asset manager and Trian.

In June, shares of Legg Mason rose more than 10 percent on a single day after a British newspaper reported the Baltimore-based asset manager, home of famed fund manager Bill Miller, could face a shareholder challenge from Peltz. [ID:nN24222737]

Peltz is known for his bruising battles with corporate management, including his 2007 fight with Cadbury Schweppes that resulted in it spinning off a beverage division.

Legg spokeswoman Athrdige confirmed to Reuters a Wall Street Journal report that said Trian has also agreed to vote in favour of Legg Mason’s board nominees over the next two years.

Trian agreed not to do “things that could initiate a proxy fight,” Athridge said.

By Ajay Kamalakaran
(Editing by Muralikumar Anantharaman)

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Today’s headlines focus on details of the Democrats’ health overhaul legislation, including the latest on the public insurance option.

Tulsa Hospital Gives Medicare Patients Cash Back For Surgery
This story highlights a surgery done at the 691-bed Hillcrest Medical Center. It is part of an experiment testing a new “bundled” payment system. Medicare makes a single reimbursement for all the hospital and doctor care for heart and joint procedures, rather than making separate payments to the facility and physicians (Kaiser Health News and USA Today).

Fight Erupts Over Health Insurance Rates For Businesses With More Women
The Pennsylvania home health care company Linda Bettinazzi runs is charged about $6,800 per worker for health insurance – $2,000 more than the national average for single coverage. One reason: nearly every one of her 175 employees is a woman (Kaiser Health News).

Obama Needs Win, Could Settle On Bill
Costs and the political calendar are catching up with health care reform. Having bet the farm, President Barack Obama needs a win and is willing to settle for a cheaper bill and a weaker public insurance option. Democrats in Congress, increasingly worried about the 2010 elections, want stronger medicine for fear the reforms will prove to be a house of cards if working-class voters can’t afford the coverage promised (Politico).

Insurers Poised To Reap Benefits From Healthcare Overhaul
As President Obama’s push for a healthcare overhaul moves toward its final act, the oft-vilified health insurance industry is on the verge of seeing a plan enacted that largely protects its financial interests (Los Angeles Times).

Lieberman: Health Bill Concern Not Based On State’s Insurers
Sen. Joe Lieberman (I-Conn.), one of a handful of Senate wild cards in this fall’s healthcare reform debate, says his concern about the Senate bill is based on the national deficit — not the insurers that dominate his state (The Hill).

If You Build A Coverage Mandate, Will They Come?
People are more likely to buckle their seat belt than follow the speed limit, even though the penalties for speeding are higher. They are more likely to go along with hotel efforts to reduce linen laundry if told that other guests are doing the same (The Washington Post).

AP Sources: Health Bill May Cut Employer Mandate
Businesses would not be required to provide health insurance under legislation being readied for Senate debate, but large firms would owe significant penalties if any worker needed government subsidies to buy coverage on their own, according to Democratic officials familiar with talks on the bill (The Associated Press).

Democrats Are Optimistic That Public Option Will Be Approved
Several Democratic senators voiced optimism on Sunday that Congress would pass a health care bill containing at least the germ of a government-run insurance program. Their expectations were grudgingly seconded by Senator John McCain, the Republican presidential candidate in 2008 (The New York Times).

Senate On Verge Of Health Bill
Top Senate Democrats are close to finalizing their health bill and could unveil a measure as soon as early this week that would include stiffer penalties on employers who fail to provide health coverage (The Wall Street Journal).

Next Phase In Health-Care Debate: The Art Of The Deal
With a growing sense that Democrats may have the votes to pass health-care reform, many participants are now attempting to shape the components of landmark legislation rather than to defeat it (The Washington Post).

Clock Ticking On Democrats’ Health Care Reform
Time growing short, Democratic leaders in the House and Senate still face key decisions if they are to achieve President Barack Obama’s goal of passing legislation to remake the nation’s health care system by year’s end (The Associated Press).

Dems Push For Benefits To Start By 2010
Democrats are pushing Senate leaders and the White House to speed up key benefits in the health reform bill to 2010, eager to give the party something to show taxpayers for their $900 billion investment in an election year (Politico).

Who Might, Or Might Not, Be Covered Under The Healthcare Bills
Low-income people could get federal assistance, but even a ‘public option’ may leave out some individuals (Los Angeles Times).

Politics Aside, Annual Medicare Fix Is Same Old Story
Congress is at an impasse over how to fix a perennial problem in Medicare. Just about every year a formula glitch threatens to cut payments to doctors who treat seniors and the disabled. And just about every year Congress cancels the cut. This year lawmakers are complaining about the bill because it’s not paid for. But, despite what both Republicans and Democrats are claiming, that’s nothing new (NPR).

Kaiser Health News also provides weekend news summaries. Check out Saturday’s developments with the public option and Medicare’s doughnut hole as well as headlines regarding the public option on the Sunday talk shows and Democratic infighting on abortion and health reform.

Sign up to receive this list of First Edition headlines via email. Check out all of Kaiser Health News’ email options including First Edition and Breaking News alerts on our Subscriptions page. 

So, remember last week when we wrote about how anti-net neutrality lobbyists from AT&T had crafted astroturf letters for various “special interest groups” to sign — but someone forgot to remove the boilerplate “XYZ Organization” in the first paragraph? We also noted that there was little evidence that the group — the Arkansas Retired Seniors — actually existed. However, Matt Cutts did a bit of digging and found that the name of the guy who signed the letter — Bob Sells — appears to have worked in PR for Southwestern Bell for 28 years (there appears to be only one Bob Sells or Robert Sells in Little Rock). Southwestern Bell, of course, became better known as SBC. SBC, of course, became AT&T after it bought the old AT&T and took on its name. So, if you’re an AT&T lobbyist and you want to convince the FCC that “seniors” are against net neutrality — and you don’t want it to appear to come from AT&T employees — who better to go to than an ex-employee? Still, next time you get a former employee to shill for you, remember to replace the bogus XYZ Organization you left for him in the text of the letter you sent him.

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We just got an an email from one of our connects and we’ve got some great new for all you iPhone-lovers. We’ve been told in just a couple hours, Canada’s TELUS will officially announce that its nation-wide HSPA network will go live on November 5th. Not only that, but on that very date, TELUS will start selling the Apple iPhone 3G and iPhone 3GS. The iPhone pricing structure for TELUS will be the same as it is for Rogers (and Bell, for that matter) with the 3G going for $99.99/$599.99 and the 16 and 32GB 3GS going for $199.99/$699.99 and $299.99/$799.99. Beyond that, TELUS doesn’t appear to be in any rush to come forward with specifics on its plan pricing and other handsets. All the presses hints at is “TELUS will offer a number of exciting new devices from HTC, Huawei, LG, Nokia, RIM, Samsung, and Sierra Wireless in time for the holidays, including some on an exclusive basis.” That’s more or less in line with the line-up we’ve already told you.