First Horizon National Corporation (NYSE: FHN) has filed concurrent, underwritten public offerings of securities for combined proceeds to the company of approximately $738 million, such proceeds to be used with other funds to repurchase in full the Fixed Rate Cumulative Perpetual Preferred Stock issued to the U.S. Treasury under the Troubled Asset Relief Program Capital Purchase Program (TARP CPP) in November 2008.
Both offers are takedowns from the shelf registration on Form S-3ASR initially filed by FHN on 4/25/08 (SEC file no. 333-150448). The equity offering of 23.8 million common shares at $10.50 per share was filed December 15 and the prospectus for $500 million of 5.375% senior notes was filed Dec. 17, both on Form 424B5. Goldman Sachs, J.P. Morgan and Morgan Stanley are joint book-running managers for both deals.
Huntington Bancshares Inc. (NasdaqGS: HBAN) issued $1.398 billion of Fixed Rate Cumulative Perpetual Preferred Stock to the Treasury Department in November 2008 as part of the TARP CPP (see Form 8-K filed 11/14/08, file no. 1-34073). To fund the repurchase, HBAN has filed concurrent offers on Form 424B2 for common stock and $300 of 7% subordinated notes (December 15 and 16, respectively). If the repurchase is completed, HBAN may seek to repurchase the common stock warrant it had issued to the U.S. Treasury.
Tuesday, December 21, 2010
Friday, December 17, 2010
Liberty Media Registers Shares to Split-Off Liberty Capital and Liberty Starz
Liberty Media Corp. currently has three sets of tracking stock outstanding, each tied to the economic performance of a particular business or "group" rather than the economic performance of the company as a whole. The Liberty Interactive tracking stock, outstanding since May 2006, reflects assets and businesses engaged in video and on-line commerce, including subsidiary QVC Inc. and interests in Expedia Inc. The holders of Liberty Interactive common stock are not being asked to vote on the split-off proposals at a special meeting of shareholders to be held in 2011.
The proposed split-off will be effected by the redemption of all the outstanding shares of Liberty Capital tracking stock and Liberty Starz tracking stock in exchange for shares that are being registered on Form S-4 filed 12/16/10 by the newly-formed Liberty Splitco, Inc. (file no. 333-171201). Splitco will hold substantially all the assets and be subject to substantially all the liabilities currently attributed to the Liberty Capital and Liberty Starz tracking stock groups of Liberty Media Corp. If the split-off is completed, Liberty Media will have a pure play, asset-backed stock.
The assets and businesses attributed to the Liberty Capital group include controlling interests in Atlanta National League Baseball Club, Inc. and TruePosition, Inc., as well as minority investments in Sirius XM Radio Inc., Live Nation Entertainment, Inc., Time Warner Inc., Time Warner Cable Inc., and Sprint Nextel Corp. Currently, the Starz Group includes Liberty Media's interests in Starz Entertainment, LLC, Starz Media, LLC and Liberty Sports Interactive, Inc.
Liberty Capital tracking stock and Liberty Starz tracking stock (formerly Liberty Entertainment tracking stock) have been outstanding since March 2008 when each share of the previous Liberty Capital tracking stock was reclassified into one share of the same series of new Liberty Capital and four shares of the same series of Liberty Entertainment (see SEC file no. 333-145936). On November 19, 2009, Liberty Media completed the split off of its Liberty Entertainment, Inc. ("LEI") subsidiary. The split-off was accomplished by a redemption of 90% of the outstanding shares of Liberty Entertainment common stock in exchange for all of the outstanding shares of common stock of LEI. LEI had been attributed to the Entertainment Group. Subsequent to the split-off, the Entertainment Group was renamed the Starz Group (see file no. 333-158795).
Wednesday, December 8, 2010
Argentina Offers Exchange to Holders of Brady Bonds for New Securities and Cash
In 1989, Treasury Secretary Nicholas F. Brady was associated with a new strategy for dealing with developing country debt. The Brady Plan focused on debt and debt service reduction by commercial bank creditors for those debtors who agreed to implement substantial economic reform programs. In April 1992, Argentina announced a refinancing agreement under the Brady Plan relating to medium- and long-term debt owed to commercial banks. The Brady Plan applied to an estimated U.S.$28.5 billion in Argentine debt, including an estimated U.S.$9.3 billion in interest arrears, representing over 96% of the commercial bank debt then outstanding.
Argentina serviced the Brady Bonds until its default in 2001. In January 2005, Argentina launched an invitation to holders of 152 different series of securities on which it had defaulted in 2001, including certain Brady Bonds, to exchange their defaulted debt for new securities (see Form 424B5 filed by the Republic of Argentina on 1/12/05, file no. 333-117111). In April 2010, Argentina launched an invitation to holders of the securities issued in the 2005 Debt Exchange and of 149 different series of securities on which it had defaulted in 2001 to exchange such debt for the new securities and, in certain cases, a cash payment (see Form 424B5 on 4/28/10, file no. 333-163784).
Although many holders of Brady Bonds strongly expressed their desire to participate in the April 2010 exchange offer, Argentina could not include Brady Bonds in the April 2010 exchange offer on similar terms to its 2005 exchange offer, when holders of Brady Bonds received proceeds of the collateral securing those bonds as part of the offer, because of litigation. Holders of certain Brady Bonds and Argentina have since obtained court relief that permits an extension of the April 2010 exchange offer to the holders of the Brady Bonds, subject to bondholder approval of proposed amendments to applicable collateral pledge and fiscal agency agreements. The invitation to holders of eligible series of bonds is filed as a prospectus supplement on Form 424B5 filed 12/6/10, file no. 333-163784.
Argentina serviced the Brady Bonds until its default in 2001. In January 2005, Argentina launched an invitation to holders of 152 different series of securities on which it had defaulted in 2001, including certain Brady Bonds, to exchange their defaulted debt for new securities (see Form 424B5 filed by the Republic of Argentina on 1/12/05, file no. 333-117111). In April 2010, Argentina launched an invitation to holders of the securities issued in the 2005 Debt Exchange and of 149 different series of securities on which it had defaulted in 2001 to exchange such debt for the new securities and, in certain cases, a cash payment (see Form 424B5 on 4/28/10, file no. 333-163784).
Although many holders of Brady Bonds strongly expressed their desire to participate in the April 2010 exchange offer, Argentina could not include Brady Bonds in the April 2010 exchange offer on similar terms to its 2005 exchange offer, when holders of Brady Bonds received proceeds of the collateral securing those bonds as part of the offer, because of litigation. Holders of certain Brady Bonds and Argentina have since obtained court relief that permits an extension of the April 2010 exchange offer to the holders of the Brady Bonds, subject to bondholder approval of proposed amendments to applicable collateral pledge and fiscal agency agreements. The invitation to holders of eligible series of bonds is filed as a prospectus supplement on Form 424B5 filed 12/6/10, file no. 333-163784.
Friday, December 3, 2010
Wells Fargo Subsidiary Resumes CMO Offering Activity
Wells Fargo Asset Securities Corp., a steady issuer of pass-through certificates through 2007, has filed a shelf Registration Statement on Form S-3 to offer a new series of collateralized mortgage obligations. When SEC file no. 333-170946 is declared effective, the subsequent prospectus supplement will be the first one filed by the subsidiary since a $216.8 million offering underwritten by Lehman Brothers dated 3/4/08.
Acting as depositor, WFASC has registered CMO certificates for a proposed maximum aggregate offering of $33.2 billion. Pursuant to 1933 Act Rule 415(a)(6), $22.1 billion of unsold securities from prior Registrations (333-150038 and 333-151061) are included in the new Registration.
Seventeen classes of senior certificates and six classes of subordinated certificates are expected to be offered at varying prices to be determined at the time of sale. The assets of the issuing entity will include a pool of fully amortizing, one- to four-family, fixed interest rate, non-relocation, residential first mortgage loans.
Acting as depositor, WFASC has registered CMO certificates for a proposed maximum aggregate offering of $33.2 billion. Pursuant to 1933 Act Rule 415(a)(6), $22.1 billion of unsold securities from prior Registrations (333-150038 and 333-151061) are included in the new Registration.
Seventeen classes of senior certificates and six classes of subordinated certificates are expected to be offered at varying prices to be determined at the time of sale. The assets of the issuing entity will include a pool of fully amortizing, one- to four-family, fixed interest rate, non-relocation, residential first mortgage loans.
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