Wednesday, December 14, 2016

Weekly Mergers, Acquistions, Bids and Investments

Last week saw a mix of negotiations and business transactions.Transactions also occurred in a variety of industries, not one necessarily more prominent than the other, but public companies, private companies and investors were active in the technology, energy and healthcare/pharmaceuticals industries most of all.. Finally, there were several acquisitions with just a few investments and announcements to follow. Very few mergers and bids were recorded last week as well.













Monday, December 5, 2016

How to Avoid SEC Glitches that Cause Major Setbacks



Imagine hundreds of filings going through one server, all at once. This type of heavy traffic could cause any server to crash, but many believe it’s the website that crashes. A large queue could cause a server to malfunction, preventing users from accessing a website, and making it seem as though the website has crashed when in reality the server is simply overloaded.

This happened recently at the SEC. The SEC’s server was down during 10Q filings, causing some companies to miss the filing deadline. Although many factors may cause a server to crash, it seems heavy traffic, all at once, caused the SEC server to malfunction during the busy filing period. We suggest companies adhere to some common practices to dodge this problem and never miss a filing deadline, regardless of server failure.


Plan to File Early

We recommend setting a goal to file a few days before the due date, but if it cannot be avoided we recommend companies file by 2:30 pm EST on the deadline date. Many companies have to file dangerously close to the deadline time for reasons outside of their control, and the heavy web traffic could very likely increase significantly around 4 pm EST. This could very likely overload the SEC server, causing delays and even crashing the system altogether. Filing before 2:30 pm EST escapes the chances of being caught in a glitch.

Get Organized

Create a list of items that need to be done by specific dates or times. No matter how close you are to the deadline, be sure to sort out and prepare the most pertinent pieces first before executing your plan of action.  For more on getting organized, check out our blog post Preparing Your Filings in Half the Time.

Make a Checklist

As with all filings, you must always be aware of your deadline. Create a checklist according to due dates. Only list the most important pieces of the puzzle so you don’t overwhelm yourself. Then simply address all the items on the list in an orderly fashion. This simple task will help you stay focused when things get hectic at the final hour. Also, create internal deadlines for each item to help you manage the process. This way you’ll be ready to file sooner than later.

For help creating your checklist, refer to the Deloitte & Touche LLP SEC Compliance Checklist for Annual Reports on SEC Form 10-K.

Use Online Tools

After you’ve created a checklist, incorporate these items into a calendar to share electronically. The Edgar ® Agents 2016 SEC Filings Calendar is a great source to start since it provides all the deadlines, SEC holidays and any other important dates you should know about when filing your documents. You can also make copies for all parties involved so they keep track on their own as well. This way everyone stays on the same page and uses the calendar as a tool when discussing next steps. Google and Outlook calendars also provide efficient online features, such as reminders.

Submit Financials First

When you are ready, submit your financial statements and notes first – these take the longest to process. Statements and notes need to be formatted in Edgar ® while specific information needs to be tagged in XBRL throughout the document. This procedure can take some time to administer accurately so sending in financials ensures you will have time to make any edits before the deadline. You will also be less likely to overlook inaccuracies.

Use Proofreader’s Marks

While proofreading your document, use the proper proofreader’s marks. Be sure to incorporate marks that actually request a specific edit and avoid ambiguous symbols that neither correct nor give direction. If you are not familiar with proofreader’s marks, the Chicago Manual of Style, AP or Merriam-Webster are excellent reference guides. Although some symbols may vary, most marks are similar enough to be universally recognized. Also, double check the submission page to make sure the form type and filing period is accurate.

Send Edits in Bulk

Submit all your changes at once or in one proof. If there is more than one party reviewing the document, submit everyone’s edits, plus your own, in one email or in one proof if possible. This could help speed up the alteration process. Also, be sure to work off of the latest draft when making edits. Working off of an older draft can be confusing to all parties involved.

Verify Signatures and Dates

Make sure all signatures and dates are accurate when submitting your documents.  Even if the filing date could change during the conversion process (for example if a company decides to file on another date), be sure to double check the dates and signatures before giving final approval. It’s important to remember that for Edgar ®/XBRL, signature requirements are satisfied with the signatory’s name typed into the electronic format, but Registrants are required to retain manually signed authorizations of the typed signatures for five years.

Apply Policies and Procedures

If there is anything about filing electronically that you are doubtful about and your research doesn’t answer your questions, give us a call ahead of time. We can help guide you through the necessary steps so you’re prepared to file before the deadline. In addition, be aware that in annual reports companies are required to disclose whether periodic and current reports are available on their website. To assist with this, Edgar ® Agents offers its clients an XBRL widget that can be easily uploaded onto their site and updates automatically to display the latest financials. Ask about our XBRL widget when you call.

Trust Your SEC Filing Agent

Finally, it is critical to trust your filing agent. Edgar ® Agents provides unparalleled customer service for its clients and is available 24×7. We also take on last minute projects even during heavy filing periods. If you are not satisfied with your filer, it’s time for a new one now.


To learn more about Edgar ® Agents and our services, call us at 732-780-5036 or email us at info@edgaragents.com. Also visit our site at www.edgaragents.com or send us a note on any of our social pages. Twitter, LinkedIn, Google+ or Blogger.

Wednesday, November 23, 2016

SEC Server Crash Delayed 10Q Filings

The SEC’s server crashed while filing Form 10Qs, causing several companies to miss this year’s 10Q deadline. Although many factors will cause a server to crash, it seems heavy traffic, all at once, caused the SEC server to malfunction during the busy 10Q filing period this time.
Imagine thousands of people trying to fit through a tiny space to exit a burning building. This is similar to how heavy traffic might also crash a server. A large queue prevents users from accessing a website, and many people think that the website has crashed when in reality the server is simply overloaded. At Edgar Agents, we suggest companies adhere to some common practices to dodge this problem and never miss a filing deadline, regardless of server failure.
Plan to File Early
We recommend setting a goal to file a few days before the due date, but if it cannot be avoided we recommend companies file by 2:30 pm on the deadline date. Many companies have to file dangerously close to the deadline time for reasons outside of their control, so it is inevitable that heavy web traffic will increase significantly around 4 pm EST. This could very likely overload the SEC server, causing delays and even crashing the system altogether. Filing before 2:30 pm escapes the chances of being caught in a glitch.

Get Organized

Create a list of items that need to be done by specific dates or times. No matter how close you are to the deadline, be sure to sort out and prepare the most pertinent pieces first before executing your plan of action.  For more on getting organized, check out our blog post Preparing Your Filings in Half the Time.

Make a Checklist

As with all filings, you must always be aware of your deadline. Create a checklist according to due dates. Only list the most important pieces of the puzzle so you don’t overwhelm yourself. Then simply address all the items on the list in an orderly fashion. This simple task will help you stay focused when things get hectic at the final hour. Also, create internal deadlines for each item to help you manage the process. This way you’ll be ready to file sooner than later.

For help creating your checklist, refer to the Deloitte & Touche LLP SEC Compliance Checklist for Annual Reports on SEC Form 10-K.

Use Online Tools

After you’ve created a checklist, incorporate these items into a calendar to share electronically. The Edgar ® Agents 2016 SEC Filings Calendar is a great source to start since it provides all the deadlines, SEC holidays and any other important dates you should know about when filing your documents. You can also make copies for all parties involved so they keep track on their own as well. This way everyone stays on the same page and uses the calendar as a tool when discussing next steps. Google and Outlook calendars also provide efficient online features, such as reminders.

Submit Financials First

When you are ready, submit your financial statements and notes first – these take the longest to process. Statements and notes need to be formatted in Edgar ® while specific information needs to be tagged in XBRL throughout the document. This procedure can take some time to administer accurately so sending in financials ensures you will have time to make any edits before the deadline. You will also be less likely to overlook inaccuracies.

Use Proofreader’s Marks

While proofreading your document, use the proper proofreader’s marks. Be sure to incorporate marks that actually request a specific edit and avoid ambiguous symbols that neither correct nor give direction. If you are not familiar with proofreader’s marks, the Chicago Manual of Style, AP or Merriam-Webster are excellent reference guides. Although some symbols may vary, most marks are similar enough to be universally recognized. Also, double check the submission page to make sure the form type and filing period is accurate.

Send Changes in Bulk

Submit all your changes at once or in one proof. If there is more than one party reviewing the document, submit everyone’s edits, plus your own, in one email or in one proof if possible. This could help speed up the alteration process. Also, be sure to work off of the latest draft when making edits. Working off of an older draft can be confusing to all parties involved.

Check Signatures and Dates

Make sure all signatures and dates are accurate when submitting your documents.  Even if the filing date could change during the conversion process (for example if a company decides to file on another date), be sure to double check the dates and signatures before giving final approval. It’s important to remember that for Edgar ®/XBRL, signature requirements are satisfied with the signatory’s name typed into the electronic format, but Registrants are required to retain manually signed authorizations of the typed signatures for five years.

Apply Policies and Procedures

If there is anything about filing electronically that you are doubtful about and your research doesn’t answer your questions, give us a call ahead of time. We can help guide you through the necessary steps so you’re prepared to file before the deadline. In addition, be aware that in annual reports companies are required to disclose whether periodic and current reports are available on their website. To assist with this, Edgar ® Agents offers its clients an XBRL widget that can be easily uploaded onto their site and updates automatically to display the latest financials. Ask about our XBRL widget when you call.

Trust Your SEC Filing Agent

Finally, it is critical to trust your filing agent. Edgar ® Agents provides unparalleled customer service for its clients and is available 24×7. We also take on last minute projects even during heavy filing periods. If you are not satisfied with your filer, it’s time for a new one now.

To learn more about Edgar ® Agents and our services, call us at 732-780-5036 or email us at info@edgaragents.com. Also visit our site at www.edgaragents.com or send us a note on any of our social pages. Twitter, LinkedIn, Google+ or Blogger.

Wednesday, November 2, 2016

Devilish Deals

This month saw many attempts at deal-making, but some are still in the very early stages. So far we have see some industries increasing their deal-making activity. Technology being one of them. Here are few deals that took place this month. Please note that not all deals that took place in October are listed. 

CompaniesIndustrySynopsisPrice
General Electric Co/Baker Hughes Inc.EnergyGeneral Electric Co, banking on a recovery in oil prices, said it would merge its oil and gas business with No. 3 oilfield services provider Baker Hughes Inc.
DBS Group/Australia and New Zealand Banking GroupFinancialDBS Group plans to buy Australia and New Zealand Banking Group's wealth and retail businesses in five Asian markets - part of a big private banking push for the Singapore lender and the first significant retreat from Asia for ANZ.
Aramex PJSCLogisticsAramex PJSC said it was pursuing partnerships with logistics and technology companies to expand its e-commerce business after the Dubai-based logistics firm posted a 3 percent drop in its third-quarter net profit.
Sony Corp/Murata Manufacturing Co.TechnologySony Corp said it was cutting its annual profit outlook due to impairment losses related to the sale of its battery business to Murata Manufacturing Co.
Dhaka/Chevron Corp./BangladeshEnergyBangladesh is considering buying Chevron Corp's interest in three natural gas fields in the country, worth an estimated $2 billion, two senior government officials said, as Dhaka looks to secure the supply of a critical source of energy. $2 billion
France/ChinaFinancialFrance and China will set up a fund for joint investment in overseas projects, France's foreign minister said, as China's voracious appetite for overseas acquisitions continues to grow despite some recent stumbles in overseas markets.
Nippon Yusen/Mitsui OSK Lines Ltd/Kawasaki Kisen Kaisha Ltd LogisticsNippon Yusen, Mitsui OSK Lines Ltd and Kawasaki Kisen Kaisha Ltd said they would form a joint venture that will have 2 trillion yen ($19.1 billion) in combined revenue and control 7 percent of global container shipping capacity.$19.1 billion
Randstad Holding AV/Monster WorldwideHuman ResourcesRandstad Holding AV, the Dutch staffing company said its bid to acquire U.S. jobs website Monster Worldwide has been successful after receiving 51.5 percent of shares tendered to its takeover offer of $3.40 per share.
MGM Resorts International/Japanese casinoHospitality/Real EstateLas Vegas-based MGM Resorts International could plough almost $10 billion into a Japanese casino via a publicly-traded real estate investment trust, its chief executive said, as Tokyo inches closer to legalizing the industry. $10 billion
InvenSense Inc.TechnologyInvenSense Inc, a U.S. semiconductor company that makes motion sensors for Apple Inc and Samsung Electronics Co Ltd, is exploring strategic alternatives, including a possible sale, people familiar with the matter said on Friday.
Goldman Sachs Group Inc/AT&T IncTechnology/FinancialGoldman Sachs Group Inc missed out on an advisory role on telecom giant AT&T Inc's deal to buy Time Warner Inc for $85.4 billion because of its perceived conflict stemming from advising media mogul Murdoch's Twenty-First Century Fox Inc two years ago, when it made a failed bid for Time Warner.$85.4 billion
Netflix Inc/Netflix IncTechnologyNetflix Inc's Chief Executive Reed Hastings said he was in favor of Netflix Inc's planned $85.4 billion acquisition of Time Warner Inc, provided that his popular media streaming company continued to be treated fairly.$85.4 billion
D.E. Shaw and Co/SunEdison Inc Financial/EnergyHedge fund manager D.E. Shaw and Co made a non-binding proposal to replace SunEdison Inc as the operating sponsor of the bankrupt solar company's yieldco Terraform Power Inc, according to a regulatory filing.
Deutsche Bank AG/Deutsche Postbank AG FinancialDeutsche Bank AG is considering a u-turn in its retail banking strategy and may opt for a full integration of its Deutsche Postbank AG operations instead of a sale, three people close to the bank said.
Luxottica Group SpARetailLuxottica Group SpA is always on the lookout for potential targets and would prefer to enter new markets or strengthen its distribution network with acquisitions rather than adding new brands to its portfolio, its chief executive said.
Tata Power Company LtdEnergyIndia's Tata Power Company Ltd plans to expand capacity by acquiring some of the country's numerous underutilized plants instead of investing in expensive new facilities, the utility's chief executive said.
Investcorp Bank BSC/3i GroupFinancialBahrain-based private equity firm Investcorp Bank BSC is set to buy 3i Group's debt-management business, rebranding it Investcorp Credit Management.
Nordnet ABFinancialOnline bank Nordnet AB's majority owners launched a bid for outstanding shares in the company, valuing it at 6.5 billion crowns ($729 million) and saying its investment needs made private ownership a better option.$729 million
Abengoa SA EnergyRenewable energy firm Abengoa SA is on track for the 75 percent creditor approval needed for its restructuring plan and avoid filing for Spain's biggest ever bankruptcy, a source with knowledge of the deal said.
Lotte GroupHospitalityLotte Group's chairman, indicted in a corruption probe, unveiled a major restructuring of the beleaguered South Korean conglomerate in a move to bolster confidence among consumers and potential investors as it restarts plans to list its hotels arm.
HNA Group/Hilton Worldwide Holdings Inc/Blackstone Group LPAviation/Logistics/HospitalityChina's aviation and shipping giant HNA Group extended its push into hotels and Chinese tourism, paying $6.5 billion to buy a 25 percent stake in Hilton Worldwide Holdings Inc from biggest shareholder Blackstone Group LP. $6.5 billion 
Electricity Generating Authority of Thailand/Adaro Indonesia PTEnergyThailand's cabinet approved the Electricity Generating Authority of Thailand's proposal to purchase as much as 12 percent of coal miner Adaro Indonesia PT for $325 million, a government spokesman said.$325 million
Source: Reuters

Wednesday, October 19, 2016

EA Data Reveals 3 Industries Leading M&A Activity

Bankers agree that this year’s merger and acquisition activity is not likely to top last year’s numbers, mostly due to a slow start at the beginning of the year, claims an article on CNBC.com. The article attributes the slow start to choppy markets. Nevertheless, technology M&As are taking off and are expected to keep skyrocketing in the last half of the year.

One banker says the delay could have been a result of private market valuations stalling for start-ups, helping them become better targets toward strategic buyers. Our records indicate technology is definitely an industry to watch. In addition, cybersecurity is a growing concern, even in the merger and acquisitions process itself. An article in CIO explains that the unstable environment during M&As is an ideal time for cyber criminals to capitalize on security vulnerabilities.

Nonetheless, our chart of monthly deals reveals a spike in the technology industry. Technology took credit for a decent amount of the merger and acquisition data we collected last month and in the beginning of September, while the energy sector took the most.

Energy seems to be a major player in the merger and acquisition arena this year, according to our data. One banker told CNBC.com that deals in the oil and gas sectors are even expected to get a boost to finish the year, although energy services firms will probably not keep pace. The banker said untapped drilling projects in the Permian Basin – a large swath of land in Texas and New Mexico- will likely be targeted.

The healthcare industry is also on the rise. Our records show it even slightly topped technology, but fell short of the energy sector. In any case, M&A statistics might be slightly off for all data recently published because many M&As and IPOs were put on hold at the beginning of the year, hindering deals in the first quarter, the CNBC article states. While IPOs are expected to rise the last half of the year, bankers think private equity deals could get a boost to close out 2016.


Mergers & Acquisitions Ticker Industry Synopsis Price Expected Completion
Apollo Global Management LLC / AmQuip Crane Rental LLC / from Clearlake Capital Group LP / Maxim Crane Works LP / Platinum Equity NYSE: APO Construction Apollo acquired AmQuip Crane Rental LLC from Clearlake Capital Group LP and Maxim Crane Works LP from Platinum Equity. Not disclosed
JX Holdings Inc,/TonenGeneral Sekiyu KK TYO: 5020; NSE: 5020/TYO: 5012 Energy JX Holdings Inc, Japan’s biggest oil refiner by sales, has agreed to buy TonenGeneral Sekiyu KK, the country’s third-largest refiner by sales. $3.4 billion in stock
Blackstone Group LP/Permian basin NYSE: BX Energy Asset manager Blackstone Group LP will invest in the oil-rich Permian basin, in Texas and New Mexico. $1.5 billion
Irving Oil Private Energy Irving Oil agrees to buy Phillips 66 refinery Not disclosed 23Q 2016
S&P Global Platts / PIRA Energy Group Division of S&P Global NYSE: SPGI; Private Energy S&P signed an agreement to acquire PIRA Not disclosed
Tesla / SolarCity Nasdaq: SCTY; Nasdaq: TSLA Energy Will create vertically integrated energy company $2.6 billion in all stock transaction 4Q 2016
Transocean Ltd. / Transocean Partners LLC NYSE: RIG; NYSE:RIGP Energy Transocean will acquire all outstanding common units of Transocean Partners in a share-for-unit merger transaction 1.1427 Transocean shares for each Transocean Partners common unit. Transocean expects to issue 22.7 million shares 4Q 2016
Idemitsu Kosan Co Ltd/Showa Shell Sekiyu KK TYO: 5019/TYO 5002 Energy The founding family of Japan’s Idemitsu Kosan Co Ltd has made a fresh call on management to give up its plan to merge with rival oil refiner Showa Shell Sekiyu KK.
Zee Entertainment Enterprises Ltd/Sony Pictures Networks BSE: 505537, NSE: ZEEL/subsidiary of Sony Pictures Entertainment Entertainment India’s Zee Entertainment Enterprises Ltd said it has agreed to sell its sports broadcasting business to Sony Pictures Networks. $385 million
Bain Capital Private Financial Bain bought loan and real estate portfolios from three Spanish banks $1.23 billion
CTBC Financial Holding Co Ltd/China CITIC Bank Corp TPE: 2891/601998: CH Financial CTBC Financial Holding Co Ltd, parent of Taiwan’s top credit card issuer, and Chinese state-backed lender China CITIC Bank Corp have canceled investments in each other amid fresh cross-strait political tensions.
Old Mutual/ERGO Italia LSE:OML; JSE:OML; ZSE:OML Financial Old Mutual, which has announced an overhaul of its businesses, said it would sell its Italian wealth arm to Cinven owned ERGO Italia $307 million in cash
Anheuser Busch InBev / SABMiller NYSE: BUD; LON: SAB Food & Beverage Anheuser to take all but one of 19 positions following brewer’s takeover of SABMiller, $100 billion-plus 10/10/16
Cott Corp / S&D Coffee Inc NYSE: COT; TSX: BCB  Food & Beverage Cott Corp. will acquire S&D Coffee $355 million August 2016
Alere Inc/Abbott Laboratories NYSE: ALR/NYSE: ABT Healthcare Diagnostic-testing company Alere Inc said on Friday it sued Abbott Laboratories in an attempt to force the company to move ahead with its takeover of Alere. $5.8 billion
Press Ganey Holdings Inc./ EQT Nasdaq: PGND Healthcare Press Ganey Holdings Inc., a provider of patient satisfaction surveys to healthcare firms, said it had agreed to be acquired by private equity group EQT. $2.35 billion.
Randstad/Monster Worldwide AMS: RAND/NYSE: MWW Human Resources Randstad, the world’s second-largest staffing company, said it plans to acquire Monster Worldwide, the dotcom-era survivor that owns Monsterboard and Jobs.com. $429 million in cash and assumed debt
Australia Post/Aramex Government owned/DFM:ARMX Logistics Australia Post has bought a 4.5 percent stake in Aramex , the Dubai-based logistics firm confirmed.
Aras Kargo/Austrian Post Private/Vienna Stock Exchange:Post.VI Logistics, Media Turkish parcel delivery firm Aras Kargo said it did not see a basis for a continued partnership with Austrian Post and offered repeatedly to buy back the Austrian company’s 25 percent stake in it.
LafargeHolcim Ltd / Siam City Cement Public Co Ltd SIX: LHN/Euronext: LHN; SCCC: TB Manufacturing,Construction Agreement with Siam City for divestment of LafargeHolcim Ltd’s 65% shareholding in LafargeHolcim Vietnam $890.7 million
Allergan plc / Teva Pharmaceutical Industries Ltd. NYSE: AGN; NYSE: TEVA Healthcare Teva wiil acquire Allergan’s distribution business $500 million 2Q 2016
Myriad Genetics, Inc. / Assurex Health Nasdaq: MYGN Healthcare Myriad Genetics, Inc.signed a definitive agreement to acquire Assurex Health $225 million upfront with the potential for $185 million in additional performance-based milestones 1Q 2017
Sanofi / Boehringer Ingelheim NYSE: SNY; Private Healthcare Sanofi secured EU antitrust approval for its proposed buy of Boehringer Ingelheim’s consumer health business  $7.5 billion (part of a $20-billion asset swap)
Shanghai Pharmaceuticals Holding Co Ltd / Primavera Capital / Vitaco Holdings Shanghi: 601607; private; Vitaco Holdings Healthcare The Chinese group has agreed to buy Vitaco  $239 million
China Evergrande Group / China Vanke Co Ltd Hong Kong Stock Exchange: 3333:HK; Shenzhen Stock Exchange: 000002 Real Estate China Evergrande Group has bought an aggregated 4.68% of China Vanke Co Ltd $1.37 billion
China Vanke Co Ltd/Carlyle Group LP SZSE: 000002;SEH: 2202/Nasdaq: CG Real Estate China Vanke Co Ltd is seeking to buy Central Plaza in Shanghai from private equity firm Carlyle Group LP, Basis Point reported on Friday, quoting sources. 2.46 billion yuan ($368.94 million)
Singapore Exchange Ltd / Baltic Exchange SGX: S68; Futures Exchange Shipping, Transportation Singapore Exchange Ltd to buy Baltic Exchange $100 million
Genesys/ Interactive Intelligence Group Inc Private/Nasdaq: ININ Technology Contact center company Genesys agreed to buy Interactive Intelligence Group Inc as it looks to build scale in the telecommunications software and equipment industry. $1.4 billion
Rackspace Hosting Inc/Apollo Global Management LLC NYSE: RAX/NYSE: APO Technology Cloud services provider Rackspace Hosting Inc said it agreed to be taken private by Apollo Global Management LLC as the private-equity firm boosts its investments in the technology sector. $4.3 billion
Verizon Communications / Fleetmatics Group Plc NYSE: Nasdaq VZ; NYSE: FLTX Technology Verizon will acquire Fleetmatics $2.4 billion 4Q 2016
Vivacom/ VTB Bank Joint Stock/MCX: VTBR; LSE: VTBR Technology A consortium led by Bulgarian businessman Spas Roussev has taken control of Bulgaria’s leading telecoms operator Vivacom from Russia’s VTB Bank. $368 million
Aurizon Holdings / Glencore Plc OTCMKTS: AZKHY; LON: GLEN Transportation, Energy Aurizon Holdings has proposed to buy Glencore Plc’s coal rail business in the Hunter Valley in New South Wales $1.1 billion 09/01/16
Lufthansa/time:matters LHA:GR Transportation, Logistics German airline Lufthansa has acquired the remaining 51 percent of express logistics company time:matters as part of a restructuring of its air freight business.
Source: Reuters