Total Pageviews

BlackBerry’s Latest Investors Include Canadian and Qatari Groups

OTTAWA â€" A combination of Canadian, American and Qatari investors are helping to finance Fairfax Financial Holding’s planned $1 billion investment in the struggling smartphone maker BlackBerry.

Fairfax, BlackBerry’s largest shareholder, announced the investment on Monday after its conditional offer to take BlackBerry private in a $4.7 billion deal had collapsed. Instead of buying the company, Fairfax will invest $1 billion through debt securities that can be converted into common shares at $10 a share.

The largest contribution of $300 million, will come from Canso Investment Counsel, a privately held money manager based north of Toronto in Richmond Hill, Ontario, according to a securities filing made on Thursday. Other investors include Mackenzie Financial, owned by Power Corporation of Montreal; Brookfield Asset Management of Toronto; Markel Corporation, based in Glen Allen, Va.; and Qatar Holding, an investment house started by the Qatar Investment Authority.

While Fairfax had trouble finding investors for its initial buyout plan, Canadian bankruptcy laws give the bond holders relatively greater security if the company collapses.

The infusion of money is intended to help stabilize BlackBerry which used about $500 million of its cash holdings during its last fiscal quarter. It still has $2.3 billion in cash and is expecting a tax refund of $500 million to $1 billion from the Canadian government.

But most analysts anticipate that the company will continue to consume cash at an increasing pace as it attempt to revitalize and reorganize its business.

Until now, BlackBerry has not held any long term debt. Reflecting the company’s currently uncertain state, the bonds carry a high interest rate of 6 percent.

If BlackBerry does find a buyer for its operations, it will have to pay the bond holders $135 million to $250 million depending on a variety of factors.

Also on Thursday, BlackBerry said it would pay John S. Chen, the former chief executive of Sybase who became its executive chairman on Monday, $1 million a year base salary plus a $2 million annual performance bonus and stock worth that vests over five years. Mr. Chen was brought into the company on Monday after Thorsten Heins, who has been BlackBerry’s chief executive since January 2012, was removed from his post.
Mr. Chen will remain the acting chief executive until a replacement for Mr. Heins is found.



White House Names Senior Bank of America Executive to Commerce Post

The White House nominated Stefan M. Selig, a top executive at Bank of America, to a senior Commerce Department post on Thursday.

If confirmed by the Senate, Mr. Selig, executive vice chairman of global corporate and investment banking at Bank of America, will become under secretary for international trade.

In that role, Mr. Selig would head the International Trade Administration, a Commerce Department unit focusing on the competitiveness of American industry, job creation and the promotion of exports. He would fill a vacancy created by Francisco J. Sanchez, a lawyer who had run the roughly 2,500-person organization since 2009, but recently left to work in private business.

Mr. Selig would be joining an administration that has had a challenging relationship with Wall Street. Career investment bankers who have taken jobs with President Obama are few and far between, and the White House has come under some criticism for not appointing more financiers and business executives to government posts.

He would also be the rare Bank of America executive to work for the federal government. Goldman Sachs officials have typically been most prominent in going through the revolving door between Wall Street and Washington, including two former Treasury secretaries, Henry M. Paulson, Jr. and Robert E. Rubin.

Mr. Selig, 50, who grew up in New York and attended the Dalton School, graduated from Wesleyan College and Harvard Business School. In 1984, he joined First Boston, where he worked for the pioneering investment bankers Bruce Wasserstein and Joseph Perella. When his bosses left to form their own firm, Wasserstein Perella & Company, Mr. Selig was among their first hires.

He also worked for UBS and Société Générale before joining Bank of America in 1999. As a mergers and acquisitions banker based in New York, Mr. Selig advises boards on corporate strategy. Recent deals include selling the candle maker Yankee Candle to the conglomerate Jarden Corporation and handling the initial public offering of the real estate company Re/Max.

Unlike many other Obama administration appointees, Mr. Selig has not been a big Democratic donor or operative. He showed up on the White House’s radar through Penny Pritzker, a major Obama supporter who became secretary of Commerce earlier this year. Mr. Selig had business dealings with Ms. Pritzker while she was an executive in the private sector.

In announcing the appoint, Ms. Pritzker said: “Stefan Selig is a tremendous talent and we’ll be lucky to have him join the Commerce Department. He has the global experience, management skills and understanding of how to put deals together to ensure that we will be able to continue our critical work to expand trade and exports, grow our economy and create jobs.”

Leslie H. Wexner, the chief executive of Limited Brands and a longtime client of Mr. Selig’s, applauded the nomination.

“I have the highest respect and confidence in Stefan, a person of wisdom and integrity” Mr. Wexner said. “I’m confident that his broad experience and excellent judgment will be of great value to our nation.”



Salix to Buy Drug Maker Santarus

Solidifies Position as Largest U.S. Gastroenterology-Focused Specialty Pharmaceutical Company

Provides Salix with an Experienced Specialty Sales Force to Significantly Expand Gastrointestinal Product Sales

Increases Commercial Presence in Gastroenterology, Hepatology and Colorectal Surgery 

Estimated 2013 Pro Forma Total Product Revenue of $1.3 Billion

Greatly Increases Scale and Revenue Diversification

Expected to be Immediately and Significantly Accretive

Expected to Generate Strong EBITDA and Cash from Operations

Leading to Rapid Debt Repayment

RALEIGH, NC and SAN DIEGO, CA, November 7, 2013 - Salix Pharmaceuticals, Ltd. (NASDAQ:SLXP) and Santarus, Inc. (NASDAQ:SNTS) today announced that the companies have entered into a definitive merger agreement under which Salix will acquire all of the oustanding common stock of Santarus for $32.00 per share in cash (without interest).  The all-cash transaction values Santarus at approximately $2.6 billion.  The $32.00 per share price represents an approximately 36% premium over Santarus’ November 6, 2013 closing price of $23.53 per share and an approximately 39% premium over Santarus’ average closing stock price for the prior 30-trading day period.  The proposed transaction has been unanimously approved by the Boards of Directors of Salix and Santarus.  The companies expect to close the transaction in the first quarter of 2014.

Salix President and Chief Executive Officer, Carolyn Logan, stated, “We are extremely pleased with the Santarus acquisition, which is transformative for Salix both commercially and financially, fulfilling many of our strategic needs while providing immediate and significant accretion in 2014 and beyond.  We are very pleased to be able to merge our sales forces, combine two complementary product portfolios, ! expand our pipeline, diversify revenue, access health care providers in primary care, add a significant number of health care prescribers to our called-on universe and to better position Salix for success in the present as well as the future.  Additionally we look forward to all of our stakeholders - patients, healthcare providers, employees and stockholders - benefiting from the increased scale created by a larger, even stronger Salix.”

Gerald T. Proehl, President and Chief Executive Officer, Santarus, stated, “Our employees have worked very hard to build Santarus into a premier specialty biopharmaceutical company.  I would like to thank all of our employees for their contributions to making Santarus the successful company it is today.”  Mr. Proehl added, “We believe the timing is right for this strategic combination with Salix, a highly respected company that is uniquely positioned to expand the commercialization of Santarus’ marketed products and to continue to advance the developmen of our pipeline products.  We welcome the opportunity Salix will provide to build on Santarus’ success.”

Transaction Rationale

Salix expects that the transaction will have the following potential impact:

  • Solidifies Lead Position in the Gastrointestinal (GI) Market
    • The combined company is expected to have a leading position with a strong portfolio of  22 marketed products, including: XIFAXAN®, UCERIS®, GLUMETZA®, APRISO®, ZEGERID®, MOVIPREP®, RELISTOR®, SOLESTA®, FULYZAQ®, CYCLOSET® and FENOGLIDE®
    • While both companies are specialty focused, there is no overlap in marketed products
    • Additional pipeline development opportunities
  • Revenue Diversification
    • UCERIS, GLUMETZA and ZEGERID have the potential to meaningfully diversify Salix’s product offering and revenue base
    • Potential growth from recently-launched UCERIS is expected to provide increased revenue diversification 
    • No product is expected to account for more than 50% of the combined company’s revenue, based on pro forma estimates
  • Attractive Financial Profile of Combined Company
    • Annualized combined company financial results based on the quarter ended September 30, 2013 were revenue of $1,348 million and adjusted EBITDA of $537 million
    • Significant accretion in 2014.  Revenue synergies from the increased number of sales representatives in GI and the expanded presence in primary care, which are not included in the guidance, provide the opportunity for further accretion
    • Strong growth and the realization of additional synergies are expected to result in greater EPS accretion in 2015
    • Expecting 2014 GAAP EPS of approximately $3.85 per share, fully diluted, assuming no upside from revenue synergies, product launches or indication approvals
    • Expecting 2014 non-GAAP EPS of approximately $5.00 per share, fully diluted, assuming no upside from revenue synergies, product launches or indication approvals*
    • Strong cash flow generation should allow delevering to Debt/EBITDA target of approximately 3x over the next 3 years
  • ignificant Revenue Synergy Opportunities
    • Increases Salix’s presence in the gastroenterology market which should benefit UCERIS as well as Salix’s products
    • Leverages Santarus’ experienced specialty sales force immediately to gain revenue synergies from Salix’s existing products, while continuing to grow Santarus’ products
    • Achieves Salix’s goal to expand its GI products into primary care to capture significant product sales currently not accessed by the Salix sales effort
    • Creation of a third sales force in gastroenterology and hepatology which will allow key GI products to have increased promotional exposure

* We believe this non-GAAP measure might provide investors additional relevant information, in part for purposes of historical comparison.  In addition, we use this non-GAAP measure to analyze our performance in more detail and with better historical comparability; however, you should be aware that a non-GAAP measure is not superior to, nor a substitute for, the comparabe GAAP measure, and this non-GAAP measure might not be comparable to a similarly named measure disclosed by other companies. The following table reconciles the 2014 non-GAAP EPS estimate provided above to the most closely-related 2014 GAAP EPS estimate provided above. 

In millions Preliminary
Guidance
Year Ended
Dec 31, 2014
GAAP Net Income $ 254.7
Adjustments:
Amortization, depreciation and stock-based compensation expense 79.2
Non-cash interest expense 42.2
Adjusted income tax expense (46.1)
Non-GAAP Net Income $ 330.0
Non-GAAP Net Income per share, fully diluted $ 5.00
Fully diluted weighted average shares 66.0

Transaction Close and Financing

Under the terms of the definitive merger agreement, Salix intends to commence a cash tender offer to acquire all of the outstanding common stock of Santarus for $32.00 per share.  Following successful completion of the tender offer, Salix will acquire all remaining shares of Santarus common stock not tendered in the offer through a second step merger at the same price per share paid in the tender offer.  The consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of the outstanding shares of Santarus common stock on a fully diluted basis, the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act and other customary closing conditions.  The tender offer is not subject to a financing condition.  Certain directors and officers of Santarus, who, as of November 6, 2013, beneficially owned or had options t acquire a number of shares of Santarus' common stock equal to approximately 12 percent of Santarus’ total outstanding shares of common stock have entered into a tender and support agreement pursuant to which such persons have agreed to tender their shares into the tender offer and, if applicable, vote their shares against certain matters, including third party proposals to acquire Santarus.  The Board of Directors of Santarus unanimously recommends that Santarus stockholders tender their shares in the tender offer.

In connection with the merger agreement, Salix and Santarus entered into an agreement with Santarus’ licensor Cosmo Technologies Limited restructuring certain aspects of Santarus’ relationship with Cosmo. Under the terms of the agreement, Salix will be returning rifamycin SV MMX® to Cosmo Technologies Limited effective with the closing of Salix’s acquisition of Santarus.

Salix intends to finance the transaction with a combination of approximately $800 million cash on hand and $1.95 billion in committed financing from Jefferies Finance LLC.  Jefferies Finance LLC also has committed to provide an additional $150 million revolving credit facility.  The commitment from Jefferies Finance LLC to provide financing is subject to the satisfaction of customary conditions.

Advisors

Salix’s financial advisor for the transaction is Jefferies LLC and its primary legal advisor is Covington & Burling LLP.  Santarus’ financial advisor for the transaction is Stifel,Nicolaus & Company, Incorporated and its legal advisor is Latham & Watkins LLP.

Conference Call and Webcast Information

Santarus’ third quarter financial results conference call, previously scheduled for November 7, 2013 at 5:00 p.m. Eastern Time (2:00 p.m. Pacific Time), has been cancelled. 

Salix will host a conference call at 4:30 p.m. ET on Thursday, November 7, 2013.  Interested parties can access the conference call by way of web cast or telephone.  The live web cast will be available at www.salix.com.  A replay of the web cast will be available at the same location.  The telephone numbers to access the live conference call are (800) 319-9003 (U.S. and Canada) or (719) 325-2134 (international).  The telephone numbers to access the replay of the call are (888) 203-1112 (U.S. and Canada) or (719) 457-0820 (international).  The access code for the call is 612126.

About Salix

Salix Pha! rmaceuticals, Ltd., headquartered in Raleigh, North Carolina, develops and markets prescription pharmaceutical products and medical devices for the prevention and treatment of gastrointestinal diseases. Salix’s strategy is to in-license late-stage or marketed proprietary therapeutic products, complete any required development and regulatory submission of these products, and market them through the Company’s gastroenterology specialty sales and marketing team. 

Salix trades on the NASDAQ Global Select Market under the ticker symbol “SLXP”.

For more information, please visit our Website at www.salix.com or contact Salix at 919-862-1000. Follow us on Twitter (@SalixPharma) and Facebook (www.facebook.com/SalixPharma). Information on our Twitter feed, Facebook page and web site is not incorporated in our filings with the U.S. Securities and Exchange Commission (the “SEC”).

About Santars

Santarus, Inc. is a specialty biopharmaceutical company focused on acquiring, developing and commercializing proprietary products that address the needs of patients treated by physician specialists. The company's current commercial efforts are focused on five products.  UCERIS® (budesonide) extended release tablets for the induction of remission in patients with active, mild to moderate ulcerative colitis and ZEGERID® (omeprazole/sodium bicarbonate) for the treatment of certain upper gastrointestinal disorders are promoted to gastroenterologists. GLUMETZA® (metformin hydrochloride extended release tablets) and CYCLOSET® (bromocriptine mesylate) tablets, which are indicated as adjuncts to diet and exercise to improve glycemic control in adults with type 2 diabetes, and FENOGLIDE® (fenofibrate) tablets, which is indicated as an adjunct to diet to reduce high cholesterol, are promoted to endocrinologists and other physicians who treat patients with type 2 diabetes. Full prescribi! ng and sa! fety information for Santarus' products is available at www.santarus.com or by contacting Santarus at 1-888-778-0887.

Santarus' product development pipeline includes the investigational drug RUCONEST® (recombinant human C1 esterase inhibitor). A Biologics License Application for RUCONEST for the treatment of acute angioedema attacks in patients with hereditary angioedema is under review by the U.S. Food and Drug Administration with a response expected in April 2014.  Santarus is also developing rifamycin SV MMX®, which is in Phase III clinical testing for treatment of travelers’ diarrhea.  In addition, the company has completed a Phase I clinical program with SAN-300, an investigational monoclonal antibody. More information about Santarus is available at www.santarus.com.

Cautionary Statement Regarding Forward-Looking Statements

Please Note:  The materials provided herein that are not historical facts are or might constitute projections and other forward-looking statements regarding future events.  Although we believe the expectations reflected in such forward-looking statements are based on reasonable assumptions, our expectations might not be attained.  Forward-looking statements are just predictions and are subject to known and unknown risks and uncertainties that could cause actual events or results to differ materially from expected results.  Factors that could cause actual events or results to differ materially from those described in this press release include, among others: uncertainties as to the ability to successfully co! mplete th! e proposed transaction in accordance with its terms and in accordance with the expected schedule; the possibility that competing offers will be made; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived, including the tender of at least a majority of the outstanding shares of Santarus common stock or that a governmental entity may prohibit or refuse to grant any approval required for the consummation of the proposed transaction; risks associated with the proposed debt financing, including that it not close or that its terms are unfavorable; the unpredictability of the duration and results of regulatory review of New Drug Applications, Biologics License Applications and Investigational NDAs; generic and other competition in an increasingly global industry; litigation and the possible impairment of, or inability to obtain, intellectual property rights and the costs of obtaining such rights from third parties in an increasingly global industry; the cost, tming and results of clinical trials and other development activities involving pharmaceutical products; post-marketing approval regulation, including the ongoing Department of Justice investigation of Salix’s marketing practices; market acceptance for approved products; revenue recognition and other critical accounting policies; the need to acquire new products; general economic and business conditions; and other risks detailed in each of Salix’s and Santarus’ prior press releases and public periodic filings with the SEC.  Readers are cautioned not to place undue reliance on the forward-looking statements included in this press release, which speak only as of the date hereof.  Neither Santarus nor Salix undertakes to update any of these statements in light of new information or future events, except as required by law. 

About the Tender Offer

The tender offer for the outstanding common stock of Santarus has not yet commenced.  The foregoing is neither an offe! r to purc! hase nor a solicitation of an offer to sell securities.  At the time the tender offer is commenced, Salix and Willow Acquisition Sub Corporation, a Delaware corporation, will file a tender offer statement on Schedule TO with the SEC, and Santarus will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer.  The tender offer to purchase shares of Santarus’ common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO.  The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement, as each may be amended from time to time, will contain important information that should be read carefully by Santarus’ stockholders before any decision is made with respect to the tender offer.  These materials will be sent free of charge to all of Santarus’ stockholders when available.  All stockholers of Santarus may obtain a free copy of the tender offer statement and the solicitation/recommendation statement (when available) on the SEC’s website: www.sec.gov or by directing such requests to the Information Agent for the tender offer, which will be named in the tender offer statement.  Copies of Santarus’ filings with the SEC may be obtained free of charge at the “Investors” section of Santarus’ website at www.santarus.com.

SANTARUS’ STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Contacts
Salix Pharmaceuticals, Inc
Adam C. Derbyshire, 919-862-1000
Executive Vice ! President!
and Chief Financial Officer
or
G. Michael Freeman, 919-862-1000
Associate Vice President, Investor Relations
and Corporate Communications

Santarus, Inc.
Martha L. Hough, 858-314-5824
Vice President, Finance
& Investor Relations
or
Debra P. Crawford, 858-314-5708
Chief Financial Officer



Applying Plumbers’ Common Sense to Fix Europe’s Banks

Charlie Mullins made his fortune fixing other people’s plumbing. More recently, Mr. Mullins, the outspoken founder and owner of Pimlico Plumbers in London, is seeking to fix the European banking sector.

His idea is to reduce bankers’ pay and by doing so force banks to become more cost-effective and customer-friendly. Threats that bankers would leave London or Frankfurt and move to the United States or Asia should their compensation be curbed are bluffs that need to be called, he said.

“There are a lot of bankers out there already, and ours aren’t any better or cleverer,” Mr. Mullins said. “It’s plumbers’ common sense.”

Mr. Mullins, who is 58, became involved in the debate about bankers’ pay this year when UBS, the Swiss bank, disclosed that it had given Andrea Orcel, the head of its investment bank, almost 25 million Swiss francs, or $26 million, to join from Bank of America Merrill Lynch last year. The sum, Mr. Mullins said, struck him as “obscene” and one of the clearest signs that the financial industry was in need of repair.

Since then, Mr. Mullins has been on a vocal crusade to tell anyone who will listen that to ensure a healthy banking sector, it needs to adopt the practices of the plumbing industry or any other services sector. Those include capping bonuses at no more than annual salaries, making bankers work harder for their pay and persuading them to care more about customers.

“Better value for customers equals more business, and more business equals higher earnings and greater competitiveness,” Mr. Mullins said. “If you make banks more efficient, people will want to use them more.”

Mr. Mullins is known here as someone who likes breaking taboos and shaking up the status quo. In a popular television program last year called “Show Me Your Money,” Mr. Mullins asked his employees to disclose their salaries to one another and then come up with a preferred pay plan for the company. He also has the ear of Prime Minister David Cameron and met with the chancellor of the Exchequer, George Osborne, to advise on apprenticeship systems and on how to increase lending for small businesses.

Mr. Mullins is one of Britain’s business success stories. Born in Camden, North London, the son of a factory worker and a barmaid, Mr. Mullins left school at 15. After an apprenticeship in plumbing, he set up Pimlico Plumbers in 1979 from a basement of a real estate agency in London’s central district of Pimlico.

But it wasn’t always smooth sailing, he said. The economic downturn of the early 1990s in Britain almost bankrupted the business and forced Mr. Mullins to make drastic changes, which he encourages others to imitate to help them recover from their own crisis.

Just like the banking industry now, the plumbing industry had a tarnished reputation and plumbers had a bad name for being unreliable and charging too much, he said. So Mr. Mullins compiled a list of 20 things that people didn’t like about the industry. They included arriving late for appointments, driving dirty vans, wearing scruffy clothes and not telling customers in advance how much the job would cost.

Then he set out to do exactly the opposite. He painted all his vans a shiny blue, dressed his staff members in uniforms and was transparent about prices. “If you turn up at 10 to 8 for an 8 o’clock appointment, you’re the best plumber in the world,” Mr. Mullins said. “It’s so easy.”

It worked. Pimlico Plumbers now employs 200 people with 20 million pounds in annual sales, winning Mr. Mullins the moniker of London’s richest plumber.

“We haven’t done anything clever or new,” he said. “We’ve just done what customers want and what is common sense, and that’s what the banking industry should do as well.”

The formula may not be that simple, however. Some analysts say banking is different from other industries, including plumbing, and therefore needs different compensation arrangements. Christopher Wheeler, an analyst at Mediobanca, said banks needed a more flexible pay structure because the products they offer and the markets they operate in go through cycles and can change quickly. Making bonuses a large part of remuneration instead of just paying a salary helps banks to keep down their fixed costs and avoid repeated hiring and firing depending on how the business is doing.

As public debates go, the one about bankers’ bonuses has been one of the more heated and drawn-out ones. In a controversial move, European Union lawmakers agreed this year to cap annual bonuses â€" with some exceptions â€" at no more than annual salaries starting next year. Banks have been pushing back, saying it leaves them at a disadvantage to compete for talent with foreign competitors. Fearing for London’s standing as a global financial center, the British government joined the outcry against the cap.

“We have major international banks that are based in the U.K. but have branches and activities all over the world,” Mr. Cameron said when the European Union decided in February to curb bonuses. “We need to make sure that legislation put in place in Brussels is flexible enough to allow those banks to continue competing and succeeding while being located in the U.K.”

Britain filed a lawsuit in the European Court of Justice in September over the plan, arguing it was incompatible with European Union law and would be introduced without consideration of its effect, including an increase in base salaries to compensate for lower bonus payments. Instead of reducing risks at banks, the bonus cap would have the opposite effect by pushing up fixed-costs, the British government said.

In fact, many European banks have already increased base salaries. Now, some banks, including Barclays and HSBC, have started to consider creating a third pay pool in addition to salaries and bonuses, according to two people briefed on the discussions who spoke on the condition of anonymity because no decision had been made yet. Banks could pay so-called monthly allowances that would not qualify as a salary or a bonus and would not be linked to performance.

Simon Garrett, head of executive reward in Britain at the advisory firm Hay Group, said the bonus cap would hurt London as a financial center in the long term. “Rather than an immediate effect, this can mean that a company looking to set up an operation would think twice before doing that in Europe,” Mr. Garrett said.

Mr. Mullins has no patience for arguments like this, he said. Instead of debating how to continue to keep compensation high, banking executives should instead focus on how to improve their business and services to attract more clients. Once earnings increase, banks can think about raising pay.

“Banks are still living in the pre-crisis world when they were in governing position, but the world and the financial sector have changed,” Mr. Mullins said. In the plumbing industry, “if we paid bonuses, we wouldn’t be competitive anymore.”



Twitter as the Yin to Facebook’s Yang

Twitter’s public debut is turning out to be the yin to Facebook’s yang.

The initial public offering of Mark Zuckerberg’s social network in 2012 was blowout, capitalistic excess. Twitter has carefully managed expectations. But both are a curious mix of cynicism and belief - redistributed among bankers, backers, executives and prospective investors. Still, when it comes to hyped-up I.P.O.’s, everyone seems most comfortable reacting to recent history.

Facebook’s float was an exercise in insiders extracting as much as possible, while surrendering little. Lead underwriter Morgan Stanley priced the stock at an overly generous multiple, and then raised the price and shares sold as mania sucked in the credulous.

Insiders dumped stock - most of the money raised went to them - because uncertainty surrounded the company’s business model. Growth was falling, and mobile posed a threat. Mr. Zuckerberg seemed to care more about his wedding the following day. Super-voting stock meant he could ignore stockholders. The stock’s open on Nasdaq was flubbed, and it quickly lost half its value.

Twitter’s float has been more finely tuned to rewarding new buyers - delaying future wealth removal by insiders. Backers are not selling any stock, so all the money raised furthers Twitter’s ambitions. There’s only one class of stock. Growth is accelerating, and mobile devices’ growth is wind at Twitter’s back.

The retail hype is comparatively muted, as it has less than a quarter of the users Facebook had when it went public. Goldman Sachs lowballed the initial price range, raised it, and the stock priced even higher.

The differences aren’t chance. Facebook’s float accomplished the short-run objective of raising the maximum amount of money for early backers. But it hurt the company’s reputation, left employees demoralized and persuaded many tech firms to remain private. Time erased the pain, as the company figured out mobile. A year after its debut, the stock hit new highs.

Twitter’s approach more clearly benefits prospective investors. Whether this will be wise for its earlier owners is uncertain. Twitter is unprofitable, so its valuation depends upon future growth and sentiment. If its business unravels or investors sour, its value could slide before longtime backers pull their winnings out - setting up another lesson for the next hot I.P.O.

Robert Cyran is a columnist for Reuters Breakingviews. For more independent commentary and analysis, visit breakingviews.com.



Twitter Shares Surge in a Smooth Start to Trading

Traders on the floor of the New York Stock Exchange called out orders for shares of Twitter for the first time on Thursday morning, as one of Wall Street’s traditional rituals thrust the young social media company into the public markets.

On its inaugural day of trading, Twitter managed to avoid the missteps that marred Facebook’s initial public offering last year, even as Twitter’s lofty stock market valuation added pressure on the company to turn a profit soon.

After pricing its shares conservatively on Wednesday night at $26 apiece, Twitter’s stock was eventually offered at $45.10 at around 10:30 a.m. In the first hours of trading, the stock - trading under the ticker TWTR - moved as high as $50.09 before settling around $46 by mid afternoon.

But despite a smooth start to trading, Twitter is sure to face continued scrutiny as it works to justify a valuation of more than $30 billion to investors sensitive to the nuances of quarterly earnings reports.

“This is a giant poker game,” said Lawrence Leibowitz, chief operating officer of NYSE Euronext, as traders and bankers set the opening price in the minutes before Twitter’s stock began trading. “It will be a bit volatile, but it’s a very exciting deal.”

Twitter executives entered the New York Stock Exchange building in lower Manhattan on Thursday morning as a light rain fell, and the usual mix of tourists and financial workers mingled outside, some snapping photos of the giant Twitter banner draped over the building’s neo-Classical façade.

Inside, the floor of the exchange was unusually busy. An hour and a half before the opening bell, traders had staking out positions and a gaggle of press members has assembled under the bell podium. Twitter’s bird logo was emblazoned on screens and posters throughout the exchange, and plastered on the hardwood floors.

The first surprise of the morning came as Twitter’s entourage - led by the company’s chief executive, Dick Costolo, the chief financial officer, Mike Gupta, the co-founders, Jack Dorsey, Evan Williams and Biz Stone, and the lead Goldman Sachs banker on the offering, Anthony Noto - appeared not on the bell podium, but on the trading floor below.

Ringing the bell in their place was an eclectic selection of Twitter users: the actor Patrick Stewart, a nine-year-old who opened a lemonade stand to raise money to end child slavery and the social media manager for the Boston Police Department.

In an interview after the bell ringing, Mr. Stewart confessed he had been using Twitter only for a year, and did not intend to buy the stock.

“I’m not a financial person at all and nobody should take my word as a good reason for investing in anything,” he said. “But it is a brilliant organization, and the impact it has worldwide is so extraordinary, and furthermore, it’s free.”

Even after other stocks on the Big Board began trading, however, Twitter shares were held back for more than an hour a the so-called “price discovery process” got under way.

The process, unique to the N.Y.S.E., allows an experienced market maker to gauge demand from both buyers and sellers, who shouted out tentative orders in a crush of traders in the middle of the exchange floor.

The aim was to zero in on a final opening price, reducing the sort of volatility that hampered Facebook’s debut on the Nasdaq. Twitter’s designated market maker was Barclays, and for more than an hour a representative from the bank set a number of price ranges, as low as $40 a share and as high as $47.

During this time, institutional investors who had placed orders with Twitter’s underwriters were being notified what allocations they received. In some cases, they may have been allocated less than they requested, while others may have received their full allocation. Those who did not receive the full amount they wanted placed new orders, driving the price up.

NYSE Euronext officials balanced confidence and a bit of trepidation as the price discovery process dragged on longer than usual.

“You don’t want to be complacent, but I don’t want everyone nervous that this is something we’ve never done before,” said Duncan L. Niederauer, NYSE Euronext chief executive. “We take a sense of pride but also feel some pressure that it’s up to us to execute.”

After more than an hour of price discovery, Twitter stock finally began trading at $45.10.

Though somewhat arcane in the era of high frequency trading, the N.Y.S.E.’s price discovery process is one of the features that distinguish it from crosstown rival Nasdaq, a purely electronic exchange.

“It’s great we have the human element to control it rather than the computer system at Nasdaq,” said Ryan O’Day of Rosenblatt Securities.

The offering was a significant victory for NYSE Euronext in its long-running competition with Nasdaq for premiere stock listings. The N.Y.S.E. has regularly attracted more total listings than Nasdaq, but Nasdaq has been more popular, and has long been identified with technology companies. Facebook, Google, Apple and Microsoft all trade on Nasdaq.

But this year, for the first time ever, N.Y.S.E. has drawn a majority of  technology listings, according to data from Thomson Reuters. After Thursday, the exchange was responsible for over 70 percent of the money raised by technology companies.

Nasdaq has been losing clout in the start-up world in part because of a series of technology glitches. The most famous was Facebook’s scrambled I.P.O., which turned a celebratory day sour and led to tens of millions of dollars in losses. More recently, in August, a computer problem shut down trading in all Nasdaq stocks. That came shortly before Twitter chose the N.Y.S.E. over Nasdaq.

The New York exchange went to great lengths to ensure that it did not suffer a similar fate when the deluge of orders for Twitter came in. It held a trial I.P.O. on a Saturday morning in October, and strenuously reviewed its systems.

The offering comes at a turning point for the exchange, just before the completion of its sale to the InterContinental Exchange. That deal is expected to receive final regulatory approval as soon as next week. The new owners are advocates of electronic trading and have faced questions about whether they will keep the famous trading floor.

Despite the long price discovery process, traders on the floor applauded the smooth start to trading.

“The auctioning process really worked here today,” said Mark Otto, managing director for J. Streicher. “They took their time to make sure that the price was right. They gave all participants the opportunity to really react to the ranges that were sent out.”

Mr. Noto, the Goldman banker who led the I.P.O., expressed relief once trading was under way with a tweet that read simply, “Phew!”

But some stock analysts were already cautioning that Twitter was overpriced. Soon after the stock began trading, Brian Wieser of Pivotal Research, who had a price target of $30 on Twitter before the shares began trading, downgraded the stock to a “sell.”

“With a price that pushes into the high 30s and beyond, Twitter is simply too expensive,” he wrote in a client note. To justify the opening price of $45.10, Mr. Wieser said Twitter would have to report more than $6 billion in annual sales by 2018, compared with the roughly $600 million it expects this year.

But so long as Twitter shares didn’t fall below the price of the first trade, the first day of trading will be viewed as a success. “Everyone will be really happy as long as it closes above the open,” Mr. Leibowitz said.

After the stock had been trading for some time, Twitter’s team assembled outside the N.Y.S.E., braving a pelting rain to have their picture taken in front of the exchange.

“It’s a proud day for the company,” said Mr. Costolo, the chief executive. “But we have a lot of work ahead of us”

Nathaniel Popper contributed reporting.



Twitter Shares Surge in a Smooth Start to Trading

Traders on the floor of the New York Stock Exchange called out orders for shares of Twitter for the first time on Thursday morning, as one of Wall Street’s traditional rituals thrust the young social media company into the public markets.

On its inaugural day of trading, Twitter managed to avoid the missteps that marred Facebook’s initial public offering last year, even as Twitter’s lofty stock market valuation added pressure on the company to turn a profit soon.

After pricing its shares conservatively on Wednesday night at $26 apiece, Twitter’s stock was eventually offered at $45.10 at around 10:30 a.m. In the first hours of trading, the stock - trading under the ticker TWTR - moved as high as $50.09 before settling around $46 by mid afternoon.

But despite a smooth start to trading, Twitter is sure to face continued scrutiny as it works to justify a valuation of more than $30 billion to investors sensitive to the nuances of quarterly earnings reports.

“This is a giant poker game,” said Lawrence Leibowitz, chief operating officer of NYSE Euronext, as traders and bankers set the opening price in the minutes before Twitter’s stock began trading. “It will be a bit volatile, but it’s a very exciting deal.”

Twitter executives entered the New York Stock Exchange building in lower Manhattan on Thursday morning as a light rain fell, and the usual mix of tourists and financial workers mingled outside, some snapping photos of the giant Twitter banner draped over the building’s neo-Classical façade.

Inside, the floor of the exchange was unusually busy. An hour and a half before the opening bell, traders had staking out positions and a gaggle of press members has assembled under the bell podium. Twitter’s bird logo was emblazoned on screens and posters throughout the exchange, and plastered on the hardwood floors.

The first surprise of the morning came as Twitter’s entourage - led by the company’s chief executive, Dick Costolo, the chief financial officer, Mike Gupta, the co-founders, Jack Dorsey, Evan Williams and Biz Stone, and the lead Goldman Sachs banker on the offering, Anthony Noto - appeared not on the bell podium, but on the trading floor below.

Ringing the bell in their place was an eclectic selection of Twitter users: the actor Patrick Stewart, a nine-year-old who opened a lemonade stand to raise money to end child slavery and the social media manager for the Boston Police Department.

In an interview after the bell ringing, Mr. Stewart confessed he had been using Twitter only for a year, and did not intend to buy the stock.

“I’m not a financial person at all and nobody should take my word as a good reason for investing in anything,” he said. “But it is a brilliant organization, and the impact it has worldwide is so extraordinary, and furthermore, it’s free.”

Even after other stocks on the Big Board began trading, however, Twitter shares were held back for more than an hour a the so-called “price discovery process” got under way.

The process, unique to the N.Y.S.E., allows an experienced market maker to gauge demand from both buyers and sellers, who shouted out tentative orders in a crush of traders in the middle of the exchange floor.

The aim was to zero in on a final opening price, reducing the sort of volatility that hampered Facebook’s debut on the Nasdaq. Twitter’s designated market maker was Barclays, and for more than an hour a representative from the bank set a number of price ranges, as low as $40 a share and as high as $47.

During this time, institutional investors who had placed orders with Twitter’s underwriters were being notified what allocations they received. In some cases, they may have been allocated less than they requested, while others may have received their full allocation. Those who did not receive the full amount they wanted placed new orders, driving the price up.

NYSE Euronext officials balanced confidence and a bit of trepidation as the price discovery process dragged on longer than usual.

“You don’t want to be complacent, but I don’t want everyone nervous that this is something we’ve never done before,” said Duncan L. Niederauer, NYSE Euronext chief executive. “We take a sense of pride but also feel some pressure that it’s up to us to execute.”

After more than an hour of price discovery, Twitter stock finally began trading at $45.10.

Though somewhat arcane in the era of high frequency trading, the N.Y.S.E.’s price discovery process is one of the features that distinguish it from crosstown rival Nasdaq, a purely electronic exchange.

“It’s great we have the human element to control it rather than the computer system at Nasdaq,” said Ryan O’Day of Rosenblatt Securities.

The offering was a significant victory for NYSE Euronext in its long-running competition with Nasdaq for premiere stock listings. The N.Y.S.E. has regularly attracted more total listings than Nasdaq, but Nasdaq has been more popular, and has long been identified with technology companies. Facebook, Google, Apple and Microsoft all trade on Nasdaq.

But this year, for the first time ever, N.Y.S.E. has drawn a majority of  technology listings, according to data from Thomson Reuters. After Thursday, the exchange was responsible for over 70 percent of the money raised by technology companies.

Nasdaq has been losing clout in the start-up world in part because of a series of technology glitches. The most famous was Facebook’s scrambled I.P.O., which turned a celebratory day sour and led to tens of millions of dollars in losses. More recently, in August, a computer problem shut down trading in all Nasdaq stocks. That came shortly before Twitter chose the N.Y.S.E. over Nasdaq.

The New York exchange went to great lengths to ensure that it did not suffer a similar fate when the deluge of orders for Twitter came in. It held a trial I.P.O. on a Saturday morning in October, and strenuously reviewed its systems.

The offering comes at a turning point for the exchange, just before the completion of its sale to the InterContinental Exchange. That deal is expected to receive final regulatory approval as soon as next week. The new owners are advocates of electronic trading and have faced questions about whether they will keep the famous trading floor.

Despite the long price discovery process, traders on the floor applauded the smooth start to trading.

“The auctioning process really worked here today,” said Mark Otto, managing director for J. Streicher. “They took their time to make sure that the price was right. They gave all participants the opportunity to really react to the ranges that were sent out.”

Mr. Noto, the Goldman banker who led the I.P.O., expressed relief once trading was under way with a tweet that read simply, “Phew!”

But some stock analysts were already cautioning that Twitter was overpriced. Soon after the stock began trading, Brian Wieser of Pivotal Research, who had a price target of $30 on Twitter before the shares began trading, downgraded the stock to a “sell.”

“With a price that pushes into the high 30s and beyond, Twitter is simply too expensive,” he wrote in a client note. To justify the opening price of $45.10, Mr. Wieser said Twitter would have to report more than $6 billion in annual sales by 2018, compared with the roughly $600 million it expects this year.

But so long as Twitter shares didn’t fall below the price of the first trade, the first day of trading will be viewed as a success. “Everyone will be really happy as long as it closes above the open,” Mr. Leibowitz said.

After the stock had been trading for some time, Twitter’s team assembled outside the N.Y.S.E., braving a pelting rain to have their picture taken in front of the exchange.

“It’s a proud day for the company,” said Mr. Costolo, the chief executive. “But we have a lot of work ahead of us”

Nathaniel Popper contributed reporting.



Hedge Fund Is Said to Push for Men’s Wearhouse Merger

Over the past two months, Men’s Wearhouse has steadfastly rebuffed a $2.3 billion takeover bid by a smaller rival, Jos. A. Bank.

Now an activist investor is hoping to change the retailer’s mind.

A hedge fund, Eminence Capital, has acquired about a 9.8 percent stake in Men’s Wearhouse and plans to push the company into reconsidering strategic options like the proposed merger with Jos. A. Bank, a person briefed on the matter said on Tuesday.

Eminence, which oversees about $4.5 billion, had already begun building up a stake in Men’s Wearhouse by the time Jos. A. Bank disclosed its $48-a-share takeover bid last month, this person said. It is said to have paid around the mid-$30s for its shares.

After conducting some research, the hedge fund concluded that a merger of the two made sense, particularly with Jos. A. Bank allying itself with the private equity firm Golden Gate Capital.

While Eminence thinks that the current takeover bid is too low, it believes that Jos. A. Bank would be willing to raise its offer. The retailer said as much last week, though it added that any bump in price would require Men’s Wearhouse to begin merger talks.

So far, however, Men’s Wearhouse has been steadfast in refusing to take that step.It dismissed its unwanted suitor’s latest entreaty earlier this week, well ahead of a Nov. 14 deadline, after which Jos. A. Bank has said that it will walk away.

The men’s suiting specialist has consistently argued that the takeover bid is “highly opportunistic” and has instead presented a plan that it contends will raise sales by up to $550 million by 2016.

Shares in Men’s Wearhouse jumped after CNBC reported Eminence’s stake, and as of late afternoon on Thursday were up 8 percent at $45.87.

A representative for Men’s Wearhouse said in a statement: “We are enthusiastic about Men’s Wearhouse’s prospects and are committed to acting in the best interests of all shareholders.”

Representatives for Jos. A. Bank and Eminence declined to comment or weren’t immediately available for comment.



Goldman Discloses Foreign Exchange Inquiry

LONDONâ€"Goldman Sachs on Thursday became the latest big bank to acknowledge that it was the subject of a series of wide-ranging investigations into the potential manipulation of the $5-trillion-a-day foreign exchange market.

Authorities in Britain, the United States, Switzerland and Hong Kong have all begun investigations, and in recent weeks, a number of banks have acknowledged that they are subject to those inquiries.

In a regulatory filing on Thursday, Goldman added the words “currencies” to a series of regulatory investigations and reviews it is facing.

The firm declined to comment beyond its filing on Thursday.

So far, nine of the largest banks in currency trading have announced they are facing inquiries, including Deutsche Bank, Citigroup, Barclays and UBS.

About a dozen traders at various banks have been placed on leave pending the outcome of the investigations, which are an early stage.

In June, Financial Conduct Authority announced it was reviewing allegations of manipulation of the foreign-exchange markets. The FCA has since upgraded its review to a formal inquiry .

Finma, the Swiss securities regulator, and Hong Kong regulators announced their own investigations in October. Authorities in the United States also have announced criminal and civil investigations into currency trading.

Goldman is a smaller player among the big banks in the currency trading market, accounting for only about 2.75 percent of trading, according to Euromoney’s 2013 FX Survey. That makes Goldman the 11th largest bank in the foreign exchange market.



Royal Bank of Scotland to Pay $153.7 Million to Settle Mortgage Case

The Royal Bank of Scotland agreed on Thursday to pay the Securities and Exchange Commission $153.7 million to settle charges it misled investors into buying a risky mortgage-backed security offering.

The S.E.C. concluded that a bank subsidiary, R.B.S. Securities Inc., backed the offering with subprime loans that fell far short of underwriting guidelines. R.B.S., called “Greenwich Capital Markets” at the time, bought the loans in 2007 from Option One Mortgage Corporation. Under its deal with Option One, a subsidiary of H&R Block, R.B.S. had to buy the loans by April 30 of that year.

Hurrying to close the deal, the S.E.C. said, R.B.S. failed to fully investigate the quality of the underlying mortgages. It did hire an outside company “to quickly conduct due diligence on a small sample” of the loans, a review that concluded that “a large number” did not meet Option One’s own underwriting standards, the S.E.C. said.

Ultimately, R.B.S. turned the loans into a $2.2 billion offering. It was paid $4.4 million for its underwriting work.

“In its rush to meet a deadline set by the seller of these loans, R.B.S. cut corners and failed to complete adequate due diligence, with predictable results,” George S. Canellos, co-director of the S.E.C.’s enforcement division, said in announcing the settlement. “Today’s action punishes that misconduct and secures more than $150 million in relief for those harmed by this shoddy securitization.”

As part of the settlement, R.B.S., which since the financial crisis is largely backed by the British government, did not admit or deny any wrongdoing. The S.E.C. will use the settlement money to help compensate investors.

In a statement, the bank said that it “has cooperated fully with the S.E.C. throughout the investigation.” It added, “These payments are covered by provisions already made by R.B.S.”

The S.E.C. built its case around the bank’s disclosures to investors who bought the securities. Those disclosures, the S.E.C. said, were “misleading.” While R.B.S. said that the loans “generally” complied with Option One’s underwriting guidelines, the S.E.C. said that the bank should have known that 30 percent of the loans “deviated so much from the lender’s underwriting guidelines that they should have been kicked out of the offering entirely.”

Underwriting guidelines considered the value of a home relative to a borrower’s mortgage and his or her ability to repay it. The S.E.C. concluded that R.B.S. misled investors by providing false assurances that the loans backing its offering “generally” met those underwriting guidelines.

“R.B.S. knew or should have known that was false because due diligence before the offering showed that almost 30 percent of the loans underlying the offering did not meet the underwriting guidelines,” the S.E.C.’s statement said.

Banks bundled, sliced and sold subprime mortgages to each other in the lead-up to the financial crisis of 2008. As borrowers began to default on their loans, it created a domino effect that crippled some of Wall Street’s largest institutions and led to tighter regulation.



Morning Agenda: Twitter’s Big Day

Twitter is ready for its Wall Street debut. The social media company set the price of its initial public offering at $26 a share on Wednesday evening, raising $1.8 billion and achieving a valuation of $18.1 billion, Vindu Goel reports in The New York Times. Its stock is set to begin trading on Thursday under the ticker symbol TWTR on the New York Stock Exchange. The I.P.O. price, a subject of debate between the board and its underwriters until late on Wednesday afternoon, came in above an already heightened price range, reflecting strong demand for the stock, Mr. Goel reports.

And yet, investors in the stock offering face a number of risks. Attracting and retaining users has become a big challenge for Twitter: The company’s slowing user growth has invited unfavorable comparisons with Facebook, the world’s largest social network, where about 1.2 billion people used the service at least once a month in the third quarter. Twitter, by contrast, had 232 million monthly users during the same period, up just 14 million, or 6.4 percent, from the previous quarter. That rate is slower than what Facebook had when it was the same size.

Twitter is generating large losses as it competes in a highly uncertain sector of the economy, and that is precisely why investors were eager to get a piece of the I.P.O., DealBook’s Peter Eavis writes. Investors are betting that Twitter will become wildly profitable as advertisers pay it increasing amounts of money to reach consumers who use the service. “The possibilities and opportunities afforded by the platform are limitless,” Dick Costolo, Twitter’s chief executive, said in a company presentation to promote the offering. But if history is a guide, the euphoria is unlikely to last, Mr. Eavis writes.

Twitter’s stock price, even before its first day of trading, may already reflect most of Wall Street’s growth expectations, Mr. Eavis says. “The company could start trading with a market value of around 11 times its expected 2015 revenue, according to estimates from Sterne Agee. At that multiple, Twitter would already be more expensive than other social companies, like Facebook, Yelp and LinkedIn.”

Twitter’s record of losing money does not necessarily mean it will be sheltered from taxes, Victor Fleischer writes in the Standard Deduction column. The company wrote down the value of its tax assets by $42 million, according to the prospectus for its I.P.O. That may be because ownership changes “are likely to restrict Twitter’s ability to use net operating losses under the Internal Revenue Service Code,” Mr. Fleischer writes.

DealBook will be running a live blog of Twitter’s first day of trading.

BONUSES PREDICTED TO RISE, UNLESS YOU’RE A BOND TRADER  | Financial advisers, asset managers and underwriting investment bankers can expect their 2013 bonuses to rise as much as 15 percent, according to a produced by Johnson Associates to be released on Thursday. Over all, the survey shows, Wall Street employees can expect year-end bonuses to grow 5 to 10 percent on average, the second consecutive year of increases, DealBook’s Rachel Abrams reports.

But bonuses for bond traders, who had a rough year because of interest rate instability, could drop by just as much or more. “The predictions reflect a new reality for Wall Street’s biggest banks, whose fixed-income revenues have plummeted amid a choppy bond market,” Ms. Abrams writes.

ON THE AGENDA  | 
Twitter is set to begin trading. Groupon and FireEye report earnings after the market closes. An estimate of gross domestic product in the third quarter is released at 8:30 a.m. Dick Costolo, Twitter’s boss, is on CNBC at 9 a.m. and Bloomberg TV at 9:30 a.m.

AN ARGUMENT FOR GOVERNMENT INVOLVEMENT IN HOUSING  | “Congress is debating what to do about Fannie Mae and Freddie Mac, the government-owned mortgage insurance companies that collapsed during the 2008 financial crisis,” Jesse Eisinger of ProPublica writes in his column, The Trade. “The leading proposals involve getting rid of the Frannies to have private companies create mortgage-backed securities.” But, Mr. Eisinger says, “there’s a good argument that preserving the government’s large and active role will make the market safer and more efficient than the overhaul.”

A large government role is unavoidable, Mr. Eisinger writes. And it may be more honest. “Because the government obligation is inevitable, it ought to be transparent and explicit rather than obscure. Keeping Fannie and Freddie as government operations is the cleanest way to do this.”

DEALBOOK’S COMING CONFERENCE  |  On Nov. 12, The New York Times will host its second annual DealBook conference in Manhattan. Speakers include Preet Bharara, David Bonderman, Ray Dalio, Barry Diller, Laurence D. Fink, Valerie Jarrett, Daniel S. Loeb, Elon Musk, Ruth Porat and David M. Rubenstein, among others. Don’t hesitate to submit questions online.

Mergers & Acquisitions »

Nestle to Sell Its Jenny Craig Brand to Private Equity Firm  |  The deal, excluding the Jenny Craig business in France, comes seven years after Nestlé spent $600 million to buy the weight-loss company from two private equity firms. Financial terms were not disclosed. DealBook »

Health Care Deal Is Latest to Seek Corporate Tax Shelter AbroadHealth Care Deal Is Latest to Seek Corporate Tax Shelter Abroad  |  Endo Health’s proposed acquisition of Paladin Labs is the latest so-called inversion, and comes amid a flurry of mergers intended to extract American companies from federal taxes. DealBook »

D.E Master Blenders to Increase Stake in Norwegian Rival  |  D.E Master Blenders, the owner of Douwe Egberts coffee, said it would increase its stake in Kaffehuset Friele, a Norwegian coffee company, to 90 percent from 45 percent. REUTERS

INVESTMENT BANKING »

Police Commissioner Said to Be in Talks With JPMorgan  |  New York City’s police commissioner, Raymond W. Kelly, is not waiting for the mayor-elect to replace him. The New York Post reports that Mr. Kelly, who oversaw a crackdown on Occupy Wall Street, “is in advanced talks to take the top security job at JPMorgan Chase.” NEW YORK POST

2 French Banks Report Higher Profits  |  Société Générale increased litigation provisions in the third quarter amid the European Commission’s investigation of suspected rigging of benchmark euro zone interest rates, while Crédit Agricole said it would not settle. DealBook »

Goldman Enforces a Day of Rest on Saturday  |  According to an internal memorandum published by Dealbreaker, Goldman Sachs is requiring young bankers to take Saturday off. DEALBREAKER

A Wall Street Island for LhotaA Wall Street Island for Lhota  |  A precinct on the Upper West Side cast just 39 votes â€" 33 of them for the Republican mayoral candidate, Joseph J. Lhota, who lost in a landslide to Bill de Blasio. DealBook »

India Gives Foreign Banks a Door Into Local Market  |  “India’s central bank unveiled late Wednesday a far-reaching set of regulations to allow foreign banks into the country’s long-protected domestic market. But it demanded that they do so through subsidiaries incorporated in India and said that eligibility would be limited to banks from countries that reciprocate by letting in Indian banks,” The New York Times writes. NEW YORK TIMES

How Spanish Banks Made Their Books Look Better  |  “Spanish lenders had been making their loan books look healthier than they really were by refinancing big numbers of loans to struggling homeowners and businesses,” The Wall Street Journal reports. WALL STREET JOURNAL

PRIVATE EQUITY »

Carlyle Reports Lower Earnings for Third QuarterCarlyle Posted Lower Third-Quarter Earnings  |  For the private equity giant Carlyle Group, the quarter was a relatively slow one when it came to “exits,” industry parlance for realizing gains on investments. DealBook »

Fund Sees Buyout Opportunities in Vietnam  |  A fund manager in Vietnam that is a joint venture between Franklin Templeton Investments and a bank argues that now is a good time for private equity firms to invest in the country, Bloomberg News reports. BLOOMBERG NEWS

HEDGE FUNDS »

Elliott Amasses Stake in Celesio of Germany  |  Elliott International, run by Paul E. Singer, has bought a stake of nearly 12 percent in Celesio, a German drug distributor that is the subject of a takeover bid by McKesson, an American rival, Reuters reports. REUTERS

Battle Over ValueVision Set to Heat UpBattle Over ValueVision Set to Heat Up  |  The move by the activist hedge fund Clinton Group to try to oust senior executives at the Internet and shopping network ValueVision Media is poised to become a bitter fight. DealBook »

I.P.O./OFFERINGS »

Square Is Said to Consider a Public Offering Next Year  |  The mobile payments company Square, which is run by Jack Dorsey, has had talks with banks including Goldman Sachs and Morgan Stanley about an initial public offering in 2014, The Wall Street Journal reports, citing an unidentified person familiar with the matter. WALL STREET JOURNAL

U.S. Investors Brush Aside Fears About Chinese Internet Companies  |  The interest in stateside I.P.O.’s of Chinese Internet companies is a striking contrast with the recent past, when accounting scams and poor governance prompted many to shun Chinese stocks, Peter Thal Larsen of Reuters Breakingviews writes. REUTERS BREAKINGVIEWS

Investors Cool to 2 Chinese Bank OfferingsInvestors Cool to 2 Chinese Bank Offerings  |  Investors were concerned about how China’s financial system would cope with a potential deluge of bad debt that could swamp the country’s economy. DealBook »

VENTURE CAPITAL »

Vote of Confidence in Mexico’s Version of Amazon.comVote of Confidence in Mexico’s Version of Amazon.com  |  The Mexican venture capital firm Latin Idea Ventures said it had made its first investment in an e-commerce company, Linio, a start-up that sells products in Latin America. DealBook »

LEGAL/REGULATORY »

S.E.C. Has a Word of Caution for Investors in Tech Companies  |  Mary Jo White, the head of the Securities and Exchange Commission, warned in speech on Wednesday that technology companies with lots of users would not always be able to turn those impressive numbers into actual profit, The Financial Times reports. It so happens that a prominent technology company is set to have its trading debut on Thursday. FINANCIAL TIMES

SAC’s $1.2 Billion Settlement Clears One Judicial Hurdle and Awaits AnotherSAC’s $1.2 Billion Settlement Clears One Judicial Hurdle and Awaits Another  |  One judge has agreed to sign off on the civil portion of SAC Capital Advisors’ insider trading guilty plea and roughly $1.2 billion penalty; another will hold a hearing on the $900 million criminal fine. DealBook »

An Old Video Surfaces of Cohen on Insider Trading Rules  |  Video excerpts from a 2011 deposition with Steven A. Cohen of SAC Capital Advisors provide a new glimpse of the owner behind the first large Wall Street firm in a generation to confess to criminal conduct. Although a transcript had been previously reported, the video on PBS Frontline shows how Mr. Cohen paused to answer questions on his hedge fund’s compliance and ethics policies on insider trading. FRONTLINE

Yellen Met With Bank Chieftains Before Nomination  |  As speculation grew that the Federal Reserve vice chair, Janet L. Yellen, would be nominated to lead the central bank, “her appointment book beginning in April became peppered with meetings with the titans of finance,” Bloomberg News reports. BLOOMBERG NEWS



Warburg Pincus Names New General Counsel

The private equity firm Warburg Pincus has appointed Robert B. Knauss, a corporate partner at the firm of Munger, Tolles & Olson in Los Angeles, as general counsel and managing director.

Mr. Knauss, who has already begun work at the firm, will succeed Scott A. Arenare, who is leaving the company to “pursue a new business opportunity,” according to a statement on Thursday.

Mr. Arenare had acted as managing director and general counsel for Warburg since 1998, and will stay with the firm long enough to help Mr. Knauss with his transition. Mr. Arenare’s departure date was not immediately clear.

Mr. Knauss will join Warburg’s executive management group and will oversee the company’s legal and regulatory matters from New York. A former clerk for the former supreme court justice William H. Rehnquist and Walter R. Mansfield, a United States appellate judge, Mr. Knauss’ focused on mergers and acquisitions, corporate finance and securities and private equity at his previous firm. His clients at Munger, Tolles & Olson included the Yucaipa Companies, the investment firm run by the billionaire Ronald W. Burkle, and Moelis & Company, a global investment bank.

“Rob is a talented lawyer who brings to the firm a tremendous amount of relevant experience,” said Joseph P. Landy, co-chief executive of Warburg Pincus.

News of Mr. Knauss’ appointment comes days after another private equity firm, the Carlyle Group, announced it had hired away Kewsong Lee, one of Warburg’s top executives.

Founded in 1966, Warburg manages more than $35 billion and has raised 13 private equity funds with investments around the world.



Live Blog: Tracking Twitter’s I.P.O.

.nytmm_blogAudio p.caption {font-size:12px !important;} .nytmm_blogAudio p.credit {font-size:10px !important;}

Twitter begins life as a public company on Thursday, and DealBook will be following the first day of trading as it happens.

The social media service, which began as a side project at a podcasting company in 2006, priced its shares at $26 on Wednesday night, giving it a market value of $18.1 billion. On Thursday, Twitter’s stock will begin trading on the New York Stock Exchange under the ticker TWTR.

8:00 A.M. Twitter’s I.P.O. at a Glance

If you don’t start your day by retweeting, favoriting or following news on $TWTR, then you may want a quick refresher on the company.

What Are the Key Numbers? About 232 million people used the service each month in the third quarter of this year to share news, jokes and the daily minutia of life - all in messages no more than 140 characters in length. Twitter sold 70 million shares at $26 each, valuing the company at $18.1 billion.

Is It Really Worth It? The company lost more than $300 million in the last three years, but investors see potential in the future as advertisers pay to reach the people who use Twitter.

In a video report, David Gillen of The New York Times examined some the risks listed in the company’s filing with the Securities and Exchange Commission.

Who Is Behind Twitter? You mean who is getting rich today? The sweet, innocent ideas and ruthless power plays that created Twitter are all covered in a new book by Nick Bilton, a New York Times columnist. An excerpt published in The Times Magazine included this reference to Jack Dorsey, a co-founder of the company.

Dorsey often tried to act as if he were in control, posturing that his actions were all part of a bigger plan, but employees saw him frequently pacing in frustration around South Park. He also habitually left around 6 p.m. for drawing classes, hot yoga sessions and a course at a local fashion school.

Mr. Bilton has also put together a graphic that offers brief sketches of Twitter’s old and new guard, including Dick Costolo, the chief executive, and co-founders Evan Williams and Mr. Dorsey.

And What Exactly Happens Today? Twitter executives will ring the bell at 9:30 this morning to open the New York Stock Exchange, but it may take an hour before shares actually begin trading. Ken Sweet of The Associated Press explains the role of a “designated market maker” and the period of price discovery.

At What Price Will the Stock Close? We left our crystal ball at home this morning, but Wall Street is bullish. One early analyst put a target price at $50 a share. The pitfalls mentioned above by Mr. Gillen, however, should give potential investors pause. Please leave your best guess in the comments below.

Any more questions? Try this archive of our Twitter coverage.

â€" Eric Owles



Live Blog: Tracking Twitter’s I.P.O.

.nytmm_blogAudio p.caption {font-size:12px !important;} .nytmm_blogAudio p.credit {font-size:10px !important;}

Twitter begins life as a public company on Thursday, and DealBook will be following the first day of trading as it happens.

The social media service, which began as a side project at a podcasting company in 2006, priced its shares at $26 on Wednesday night, giving it a market value of $18.1 billion. On Thursday, Twitter’s stock will begin trading on the New York Stock Exchange under the ticker TWTR.

8:00 A.M. Twitter’s I.P.O. at a Glance

If you don’t start your day by retweeting, favoriting or following news on $TWTR, then you may want a quick refresher on the company.

What Are the Key Numbers? About 232 million people used the service each month in the third quarter of this year to share news, jokes and the daily minutia of life - all in messages no more than 140 characters in length. Twitter sold 70 million shares at $26 each, valuing the company at $18.1 billion.

Is It Really Worth It? The company lost more than $300 million in the last three years, but investors see potential in the future as advertisers pay to reach the people who use Twitter.

In a video report, David Gillen of The New York Times examined some the risks listed in the company’s filing with the Securities and Exchange Commission.

Who Is Behind Twitter? You mean who is getting rich today? The sweet, innocent ideas and ruthless power plays that created Twitter are all covered in a new book by Nick Bilton, a New York Times columnist. An excerpt published in The Times Magazine included this reference to Jack Dorsey, a co-founder of the company.

Dorsey often tried to act as if he were in control, posturing that his actions were all part of a bigger plan, but employees saw him frequently pacing in frustration around South Park. He also habitually left around 6 p.m. for drawing classes, hot yoga sessions and a course at a local fashion school.

Mr. Bilton has also put together a graphic that offers brief sketches of Twitter’s old and new guard, including Dick Costolo, the chief executive, and co-founders Evan Williams and Mr. Dorsey.

And What Exactly Happens Today? Twitter executives will ring the bell at 9:30 this morning to open the New York Stock Exchange, but it may take an hour before shares actually begin trading. Ken Sweet of The Associated Press explains the role of a “designated market maker” and the period of price discovery.

At What Price Will the Stock Close? We left our crystal ball at home this morning, but Wall Street is bullish. One early analyst put a target price at $50 a share. The pitfalls mentioned above by Mr. Gillen, however, should give potential investors pause. Please leave your best guess in the comments below.

Any more questions? Try this archive of our Twitter coverage.

â€" Eric Owles



Nestle to Sell Its Jenny Craig Brand to Private Equity Firm

LONDON â€" Nestlé, the Swiss food giant, said Thursday that it has agreed to sell its Jenny Craig brand in North America and Australia, New Zealand and other parts of the Pacific to North Castle Partners, a Connecticut private-equity firm focused on health and wellness businesses.

The deal comes seven years after Nestlé spent $600 million to buy the weight-loss company from two private-equity firms. Last month, Paul Bulcke, the Swiss firm’s chief executive, said Nestlé planned to divest some of its under-performing brands.

The Jenny Craig business in France isn’t part of the transaction. Financial terms of the deal weren’t disclosed.

North Castle Partners portfolio includes Curves, Red Door Spa and several other fitness and lifestyle-focused companies.

Jenny Craig sells portion-controlled, prepackaged food and tailors weight-loss programs for consumers, offering telephone and in-store consultations for a fee.

Nestlé acquired the business in 2006 after winning a long-running auction. Jenny Craig had been put up for sale by ACI Capital and MidOcean Partners, a spinoff of Deutsche Bank’s private equity business.

The private equity firms bought a majority interest in Jenny Craig from the company’s founders, Jenny Craig and her husband, Sid, in 2002 for $115 million.

At the time, Nestlé said that it was looking to bulk up it Nestlé Nutrition unit, which includes Gerber baby food business and its Powerbar energy bar brand. Reuters has reported that Nestlé is looking to sell its Powerbar business.

The Swiss company has a large stable of brands that touch on almost every area of food, including KitKat chocolate bars, Häagen-Dazs ice cream, Nespresso coffee, Lean Cuisine frozen food and Purina dog and cat food.

In recent months, the company has begun to trim its offerings, selling Peters Ice Cream, an Australian brand, to a private equity firm in June and the Carola and Val Saint Lambert bottled water brands in France in July.

While not addressing any specific business lines, Mr. Bulcke, the Nestlé chief, said at an investor presentation on Oct. 1 that there was a short list of business lines that the company planned to focus on fixing, but some business lines could be sold.

“We are business people. We want to do business, not get rid of business,” Mr. Bulcke said. “But there are certain things that we don’t see that we can fix.”



Nestle to Sell Its Jenny Craig Brand to Private Equity Firm

LONDON â€" Nestlé, the Swiss food giant, said Thursday that it has agreed to sell its Jenny Craig brand in North America and Australia, New Zealand and other parts of the Pacific to North Castle Partners, a Connecticut private-equity firm focused on health and wellness businesses.

The deal comes seven years after Nestlé spent $600 million to buy the weight-loss company from two private-equity firms. Last month, Paul Bulcke, the Swiss firm’s chief executive, said Nestlé planned to divest some of its under-performing brands.

The Jenny Craig business in France isn’t part of the transaction. Financial terms of the deal weren’t disclosed.

North Castle Partners portfolio includes Curves, Red Door Spa and several other fitness and lifestyle-focused companies.

Jenny Craig sells portion-controlled, prepackaged food and tailors weight-loss programs for consumers, offering telephone and in-store consultations for a fee.

Nestlé acquired the business in 2006 after winning a long-running auction. Jenny Craig had been put up for sale by ACI Capital and MidOcean Partners, a spinoff of Deutsche Bank’s private equity business.

The private equity firms bought a majority interest in Jenny Craig from the company’s founders, Jenny Craig and her husband, Sid, in 2002 for $115 million.

At the time, Nestlé said that it was looking to bulk up it Nestlé Nutrition unit, which includes Gerber baby food business and its Powerbar energy bar brand. Reuters has reported that Nestlé is looking to sell its Powerbar business.

The Swiss company has a large stable of brands that touch on almost every area of food, including KitKat chocolate bars, Häagen-Dazs ice cream, Nespresso coffee, Lean Cuisine frozen food and Purina dog and cat food.

In recent months, the company has begun to trim its offerings, selling Peters Ice Cream, an Australian brand, to a private equity firm in June and the Carola and Val Saint Lambert bottled water brands in France in July.

While not addressing any specific business lines, Mr. Bulcke, the Nestlé chief, said at an investor presentation on Oct. 1 that there was a short list of business lines that the company planned to focus on fixing, but some business lines could be sold.

“We are business people. We want to do business, not get rid of business,” Mr. Bulcke said. “But there are certain things that we don’t see that we can fix.”



An Old Video Surfaces of Cohen on Insider Trading Rules

Log in to manage your products and services from The New York Times and the International New York Times.

Don't have an account yet?
Create an account »

Subscribed through iTunes and need an NYTimes.com account?
Learn more »



Profit Soars to $722 Million at Societe Generale but Misses Expectations

PARIS â€" Société Générale, the big French bank, said Thursday that its third-quarter profit soared from a year earlier, and that it was in talks with Crédit Agricole to take full control of the two companies’ Newedge Group derivatives venture.

Société Générale, based in Paris, said its net income for the July-September period came in at 534 million euros, or $722 million. That represented a roughly sixfold increase from the 90 million euros it posted for the same three months a year earlier, when results were artificially depressed by an accounting charge the bank took against the value of its own debt.

The results fell short of the consensus forecast of a €675 million profit among analysts surveyed by Reuters.

Frédéric Oudéa, Société Générale’s chairman and chief executive, said in a statement that the results demonstrated the bank’s “ability to adapt to a rapidly changing environment.”

On Thursday, the bank said it had begun exclusive negotiations to buy Credit Agricole’s half of their 50-50 Newedge venture, to give it full control of the business. Mr. Oudéa had previously sought to sell Newedge, which is also based in Paris, and Societe Generale booked a nearly €380 million goodwill write-down on its share of the derivatives business in the fourth quarter of 2012.

Mr. Oudéa has been restructuring the bank along three main lines to simplify its organization: French networks; international banking and financial services; and a global unit that incorporates investment banking and private banking, among others.

To that end, he is working to raise the bank’s standing in Russia, agreeing to acquire VTB Group’s 10 percent share in Rosbank, taking Société Générale’s stake to 92.4 percent. He has also sold Société Générale’s Japanese private banking business.

Taking full control of Newedge, “would enable us to give our clients access to an integrated offer across global markets, from execution to prime and clearing services on both listed and over-the-counter products”, said Didier
Valet, Société Générale’s head of corporate and investment banking, in a statement.

Under the terms being discussed, Société Générale would pay Credit Agricole €275 million for its 50 percent Newedge stake; Credit Agricole would buy 5 percent of their jointly owned asset management company, Amundi, for €337.5 million, reducing Societe Generale’s Amundi stake to 20 percent from 25 percent.

Mr. Oudéa said the bank’s restructuring would continue, that “the implementation of a new, refocused and simplified, organizational set-up will help improve the group’s efficiency.”