| From: Glenn Petersen | 9/22/2014 6:53:18 PM | | | | | | Apparently I was wrong. It would appear that changes to the tax code are written by the Executive Branch,
Obama Administration Issues New Rules to Combat Tax Inversions
Actions Intended to Make Inversions Harder to Accomplish, Less Profitable
By John D. McKinnon And Damian Paletta
Wall Street Journal
Updated Sept. 22, 2014 6:19 p.m. ET
The Obama administration went on a regulatory offensive against U.S. companies that move to lower-tax countries, issuing new rules that take away major benefits of the deals.
In a multipronged attack, the administration took action under five separate sections of the tax code to make so-called inversions harder to accomplish and less profitable.
Three of the moves are aimed at blocking inverted companies from using techniques—sometimes known as "hopscotching"—to get access to their offshore cash without paying U.S. tax on it. Those would apply to deals closed on or after Sept. 22.
Another move makes it more difficult for U.S. firms to skirt current ownership standards in inverting. Still another move would make it harder for U.S. firms to spin off subsidiaries overseas.
Taken together, the administration's moves are likely to remove at least some of the economic appeal of inversions, which have become more common in recent years, particularly in the pharmaceutical industry. Noticeably absent, however, was a much-discussed idea to limit inverted companies' ability to ship U.S. profits overseas tax free.
Some experts have questioned how much authority the Treasury Department actually has in the area, and legal challenges to Monday's actions remain a possibility. The moves also seem unlikely to end inversions altogether, as even Treasury Secretary Jacob Lew has recently conceded, in part because the administration has little legal ability to block the most common type of inversion.
Still, Monday's announcement was likely to chill many deals, at least for now. The Treasury Department also promised to continue looking for other regulatory steps to discourage inversions, and to review tax treaties.
In an inversion, a U.S. company reincorporates for tax purposes in a tax-friendlier country such as the U.K. or Ireland, typically while maintaining its real headquarters in the U.S. Most recent inversions have come in mergers between a U.S. firm and a smaller foreign firm, after a series of regulatory steps during President Barack Obama's first term curbed other types of inversions.
Write to John D. McKinnon at john.mckinnon@wsj.com and Damian Paletta at damian.paletta@wsj.com
online.wsj.com |
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| To: The Ox who wrote (3789) | 9/23/2014 4:30:56 PM | | From: Glenn Petersen | | | | | A simple tax code would be more efficient and easier to police. However, it would reduce the employment opportunities for the attorneys, accountants and lobbyists who wrote or influenced the writing of the current code, and the attorneys, accountants and lobbyists who are responsible for driving the trucks through loopholes in the code. The odds of that happening are slim. |
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| To: richardred who wrote (3456) | 9/25/2014 11:53:11 PM | | From: richardred | | | | Nice surprise to come home tonight to- Bulls Eye # 3 this year LPDX-LipoScience :+ )
LabCorp Acquiring Cholesterol Tester LipoScience By AMY REEVES, INVESTOR'S BUSINESS DAILY
Posted 11:49 AM ET
Medical-testing giant Laboratory Corp. of America (NYSE: LH) agreed to buy startup LipoScience (NASDAQ: LPDX) for $85.3 million in cash Thursday, sending the latter's shares up more than 62% in the stock market today.
LipoScience makes a lipid profile test using nuclear magnetic resonance technology to measure a patient's cholesterol levels and help manage heart disease. The stock went public at 9 in January 2013, but was hammered for over a year, bottoming out below 3 earlier this month. In an email to clients Thursday, ISI Group analyst Michael Cherny wrote that the company's problems are probably behind it.
"We believe that LPDX's test is superior when used for managing patients, and the issues that the company has faced in the past have largely been due to market access (and) negotiating reimbursement rates with third-party vendors," he wrote. "Given our positive view on the test, we believe that LH's commercial infrastructure should drive broader test adoption by removing some of the barriers to market access. Additionally, some payers have been pushing back against tests offered by out-of-network labs, which had impacted LPDX. Given that LH is an in-network provider for most large plans, we expect the above-mentioned payer-related pressures to abate."
 View Enlarged Image
By midmorning Thursday, LipoScience's stock was trading a bit below LabCorp's offer price of $5.25 a share. LabCorp's stock was down about 1%, near 103.
Follow Amy Reeves on Twitter: @IBD_AReeves.
Read More At Investor's Business Daily: news.investors.com
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| To: richardred who wrote (3741) | 9/26/2014 12:01:01 PM | | From: richardred | | | | RE:SKY Thank goodness they sold the RV business. It buys more time for the MFG. Homes segment and gives SKY a better chance for profitability IMO. This should keep me out the Picks of the qtr. Cellar, this QTR.
Elkhart-based Skyline shedding RV unit, selling to Evergreen
The announcement was made Friday but terms of the deal have not yet been disclosed.
Don Emahiser, president of Skyline Corp's RV Group, stands before one of the company's new travel trailer brands, the Trident, Monday, Sept. 15, 2014 as his staff set up its display for last week's RV Open House Week outside the RV/MH Hall of Fame. Skyline announced Friday, Sept. 26 that it's selling the RV side of its business to Middlebury-based Evergreen RV. (The Elkhart Truth/file photo)
An embattled longtime Elkhart recreational vehicle and manufactured housing maker is spinning off its underperforming RV division and selling it to a growing upstart.
Skyline Corp. is selling its RV business to Middlebury-based Evergreen RV, the companies announced Friday, Sept. 26. Skyline will continue to make manufactured housing.
“I am very excited to be acquiring the RV division from Skyline,” Kelly Rose, Evergreen RV’s chairman of the board, said in a press release. “Mr. Art Decio has been a longtime friend of mine and a person who I hold in the highest esteem and respect.”
The move comes as Skyline recently announced that an independent audit found substantial doubt that the company could continue operating with its heavy losses and declining capital, and despite Skyline’s vow to turn things around with a yet-to-be-announced plan that included the release of three new RV brands for 2015 at last week’s RV Open House Week. Skyline has lost more than $129.5 million over the past eight years, and hasn’t turned a profit since 2006.
Skyline has focused more heavily on manufactured housing than RVs in recent years. Of its $191.7 million in net sales for the current fiscal year, $145.9 million — or 76 percent — came from manufactured housing, while $45.9 million (the other 24 percent) was derived from RVs. Total net sales were down 29 percent from 2010’s $136.2 million, when the MH/RV ratio was 66 percent to 34 percent.
But the company’s manufactured housing sales from January through June were up 53 percent compared to that period a year ago, in an industry whose sales only grew by 7 percent during that time.
Skyline founder Decio is still the publicly traded company’s largest shareholder with 17 percent of the stock.
Skyline has signed a letter of interest in the sale, but both companies have yet to negotiate and execute terms of the deal.
To read more:
Middlebury-based EverGreen RV rose from ashes of Great Recession
Elkhart's Skyline Corp. posts eighth consecutive multi-million losses ahead of RV Open House
Evergreen rose from the ashes of the Great Recession. Industry veterans Rose and Mike Schoeffler funded the startup in late 2008, assembling executives from other companies that closed during the crisis. The company last year was the fastest-growing of the industry’s 15 largest manufacturers, according to Grand Rapids, Mich.-based Statistical Surveys Inc.
Rose said the company will try to retain all of the employees at Skyline’s last remaining RV plant in Bristol.
“Obviously the most important issues that face us immediately are retaining the very loyal employees of Skyline as well as solidifying and building on the tremendous dealer body that has partnered with Skyline over the decades,” Rose said.
It’s not the first time Rose has given new life to competitors who’ve struggled. In late 2011 Evergreen hired executives from the recently closed Carriage Inc. to launch its new high-end fifth wheel division, Lifestyle Luxury RV.
elkharttruth.com |
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| To: richardred who wrote (2454) | 9/28/2014 10:22:02 AM | | From: richardred | | | | Activist investor buys stake in Yahoo; urges takeover of AOL
Yahoo The Associated Press file photo
Yahoo is being urged to buy AOL Inc. by activist investor Jeffrey Smith of Starboard Value LP.
Waterloo Region Record
By Michael Liedtke
SAN FRANCISCO — Yahoo CEO Marissa Mayer is getting some unsolicited advice on how to turn around the long-struggling Internet company, just like some of her predecessors who tangled with investors dissatisfied with management's performance.
In a letter on Friday, activist investor Jeffrey Smith urged Yahoo Inc. to buy another fallen Internet star, AOL Inc. and take steps to reduce the future taxes on the company's lucrative stake in China's Alibaba Group. He also chastised Mayer for spending $1.3 billion (all figures US) to acquire an Internet blogging service and more than two dozen other startups during the past two years with little to show in return so far.
To bolster his arguments, Smith says he has built a "significant" stake in Yahoo through Starboard Value LP. The size of the stake wasn't quantified in Friday's letter and hasn't yet been divulged in regulatory filings.
The idea of Yahoo and AOL getting together isn't a new one. Various analysts and other Internet observers have argued a marriage between the two companies would allow them to cut costs, attract more web surfers and, most importantly, strengthen their online advertising arsenal to improve their chances of competing against Internet stalwarts Google Inc. and Facebook Inc.
"It makes a lot of sense," said BGC Financial Partners Colin Gillis.
Yahoo and AOL didn't respond to requests for comment Friday.
The prospect of a change in Yahoo's recent direction seemed to excite investors. Yahoo's stock closed up $1.71, or 4.4 per cent, to $40.66 in trading Friday. AOL's stock added $1.58, or 3.7 per cent, to $44.55 as investors reacted to a potential buyout bid.
Smith previously agitated for change at AOL in 2012 after he acquired a 5.3 per cent stake in that company and mounted an unsuccessful campaign to win three board seats. He didn't express any interest in trying to replace anyone on Yahoo's nine-member board, which includes Mayer.
This is the third time in the past six years that an activist investor has targeted Yahoo for a shakeup. Billionaire Carl Icahn seized three spots on Yahoo's board in 2008 after attacking the company for spurning a $47.5-billion takeover offer from Microsoft Corp. and hedge-fund manager Daniel Loeb also wound up with three board seats in 2012 after orchestrating the ouster of one of Yahoo's previous CEO, Scott Thompson.
Since becoming Yahoo's CEO in July 2012, Mayer has been buying startups and trendy services such as Tumblr in an effort to appeal to a younger demographic and expand Yahoo's audience on smartphones and tablets as more people rely on those mobile devices to connect with digital services.
Given AOL is still closely associated to the days when people relied on dial-up modems to surf the web, Mayer might view a buyout to be "too backward-looking for Yahoo," Gillis said.
Yahoo could easily afford to take over AOL, whose market value is hovering around $3.5 billion. After paying taxes, Yahoo is expected to pocket about $6 billion from selling 140 million of its shares in Alibaba, a rapidly growing e-commerce company that went public last week.
Yahoo still holds a 15 per cent stake in Alibaba worth about $34 billion, an asset that Smith contends has been mismanaged. He believes that Yahoo could boost its stock price by about $16 per share by coming up with a strategy that would minimize the company's taxes when it sells the rest of its holdings in Alibaba Group and another investment in Yahoo Japan.
One way this might be done would be to engineer a tax-free spinoff of Yahoo's Asian investments, though Smith didn't explicitly float that idea in his letter. He said Starboard has discussed several "alternative structures" for Yahoo's Asian investments with tax specialists.
As it is, Yahoo's stakes in Alibaba and Yahoo Japan are valued at a combined $42 billion. Before the letter was released, Yahoo's total market value stood at $39 billion — an assessment indicating that investors put little or no value on the company's ongoing U.S. business while discounting for the taxes that currently would have to be paid in eventual sales of the Alibaba and Yahoo Japan stakes.
therecord.com
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| To: richardred who wrote (3295) | 9/28/2014 10:27:33 AM | | From: richardred | | | | Mergers rise as local banks seek growth
Alexander Coolidge, acoolidge@enquirer.com 10 p.m. EDT September 27, 2014
(Photo: Enquirer file )
Story HighlightsBank mergers are speeding up to the fastest pace in nearly a decade.Industry watchers predict another 1,000 small banks will disappear in the next few years.Greater Cincinnati’s small banks collectively hold $7.7 billion worth of local consumer and business loans on their books.
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Bank mergers are speeding up to the fastest pace in nearly a decade as more small lenders get gobbled up by larger ones – including three banks based in Greater Cincinnati.
In 2014, the cause is less often weak banks failing, but smaller banks struggling to grow. A sluggish economy weakens demand for lending and low interest rates make remaining lending less lucrative, which in turn slows revenues for banks. As a result, more banks look to acquire smaller rivals to move the needle.
“There’s a lot of consolidation going on – and it’s a bad thing,” said Steve Wilson, chief executive of LCNB National Bank in Lebanon. Wilson, a former chairman of the the American Banking Association, added that tough regulations under the federal Dodd-Frank law have increased compliance expenses that further encourage banks to bulk up.
Wilson said there are industry predictions that another 1,000 small banks will disappear in a few years.
Deal-making is up 16 percent in the first half of 2014, the fastest increase since 2004. A survey of community banks by regulators this month showed 21 percent expected an overture to merge from a rival within the next year, while another 20 percent expected to make a deal offer.
Local banks such as First Financial Bancorp and LCNB have grown in 2014 through acquisition, but local institutions are being snapped up, too.
The latest deals: Early this month, Crestview Hills-based Bank of Kentucky agreed to sell out to North Carolina’s BB&T in a $363 million deal. In August, Wilmington-based National Bank and Trust Co. agreed to be acquired by Marietta-based Peoples Bank in a $109 million deal.
Greater Cincinnati is a tempting target. It has an usual concentration of more than 40 banks serving the region’s nearly $120 billion economy – the fourth-fastest-growing major city in the Midwest.
Clifton’s Columbia Savings Bank was the first local lender to disappear in 2014. Regulators shut it down in May and sold it to Evansville-based United Fidelity Bank. Columbia Savings was the 500th bank failure nationwide since 2007 when the real estate bubble burst, setting off a wave of regulator-brokered distressed bank sales. Bank failures peaked in 2010, accounting for 80 percent of mergers.
Since then, industry officials say, higher costs and thinner profits have pushed banks to combine – not out of desperation, but for profit and growth. Getting bigger allows financial institutions to spread added costs like compliance professionals.
“The smaller the bank the harder it is to absorb those extra fixed costs,” said Claude Davis, chief executive of Downtown’s First Financial Bancorp.
Last month, First Financial closed on the acquisition of three separate acquisitions of small banks that give it five new branches and a beachhead in the Columbus market. Davis said Columbus’ thriving economy made it an attractive market to enter and First Financial will build new branches as it grows there.
“Our strategy is primarily to grow organically, but when we find an opportunity ... we’ll make an acquisition,” Davis said.
Acquisitions have fueled First Financial’s growth since the 2008 financial crisis. A large community bank mostly in Greater Cincinnati, First Financial created a network of more than 100 branches from Columbus to Indianapolis through a series of deals.
The bank acquired dozens of local and Indiana branches in 2009 when West Chester’s Peoples Community Bank and two subsidiaries run by Columbus, Indiana’s Irwin Financial Corp. failed. In 2011, First Financial also acquired more than a dozen Dayton branches from Liberty Savings Bank and more than 20 Indianapolis-area branches from Flagstar Bank.
It has opened only 17 branches that it built in the last six years.
Crestview Hills-based Bank of Kentucky courted several unidentified local banks about potential mergers but was rebuffed. Chief executive Bob Zapp said slow growth and the lender’s failure to find a local dance partner led to it shopping itself around for a takeover.
Local banks safer, yet faceslow growth and high costs
Greater Cincinnati has long enjoyed an unusually large number of community banks that have helped power its economy. Excluding First Financial that has extensive out-of-market business, the region’s remaining small banks collectively hold $7.7 billion worth of local consumer and business loans on their books.
All of them exceed regulators’ capital requirements, most have low levels of problem assets and don’t appear in any danger of failing. Still, low interest rates set by the Federal Reserve to prop up the economy make lending less lucrative. On top of this, tougher bank regulations from the Dodd-Frank financial reform have added big costs for small banks.
Bankers says Dodd-Frank is so complex, small banks have been forced to add extra personnel to keep on top of all the new rules. It can be a significant burden for a small bank adding even one compliance pro – making a salary of $62,000 to $95,000.
For example, less than half of Greater Cincinnati’s 42 community banks made a profit of more than $1 million in 2013. Eight lost money. The region’s smallest lender, New Foundation Savings Bank in Colerain Township, made a profit of $19,000 and employs 11.
Sluggish growth prospects – and a generous takeover offer – were cited for reasons to sell by National Bank and Trust. Revenue slid by 7.3 percent to $30.3 million in 2013 and kept declining this year before it agreed to be acquired in August.
Local banks‘ strong capital positions suggest some are bulking up to make buys before they are bought.
Spring Valley Bank in Wyoming is a modest one-branch bank with 10 employees controlling $67.7 million in assets that generated $3.7 million in revenue last year. But the bank’s 39.1 core ratio makes it the highest-capitalized bank in the region. “We believe it’s important to maintain high capital levels – it allows us to make more loans,” said David Wittkamp, Spring Valley’s president.
Wittkamp says the bank would like to do more lending, which would lower its capital levels, but said acquisitions are not part of its plans. “It’s not part of our strategy,” Wittkamp said, admitting Spring Valley’s capital could support an operation four times its current scope.
Spring Valley is hardly alone. Regulators require banks to maintain a 5 percent core capital ratio to be considered “well-capitalized” – more than 30 local institutions have twice that level and eight have three times the required amount for regulators‘ top designation.
Cheviot Savings Bank’s core capital ratio was 16 percent just before it doubled in size when it took over Franklin Savings and Loan in 2011.
“Everybody tries to put their capital to use,” said Cheviot Savings’ chief executive Tom Linneman. Since the deal, his bank’s capital has crept back from less than 10 percent to 13.7 percent.
Linneman, who spent nearly five years wooing Franklin, noted banks need more than capital to buy, they need rivals willing to be bought out. “Unless they’re really on the market, it takes time,” he said. ¦
cincinnati.com |
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| To: richardred who wrote (3780) | 9/28/2014 10:34:53 AM | | From: richardred | | | | KKR in the drivers seat with Treasury Wine bid
Date September 29, 2014 - 2:30AM
Simon Evans and Sarah Thompson
Private equity giant Kohlberg Kravis Roberts is in the prime position to win a recommendation from the board of Treasury Wine Estates after lodging a bid significantly higher than rival firm TPG Capital.
The Treasury board is understood to have held KKR to a price of around $5.20, which values Australia's largest wine company at $3.4 billion. KKR and junior partner Rhone Capital offered that amount on August 4, up from the original solo KKR proposal of $4.70 which became public on May 20.
The board of Treasury and its advisers were still locked in high-level meetings on Sunday night as they approached a final decision, which may be announced to the Australian Securities Exchange as early as Monday.
Treasury chairman Paul Rayner has been under intense pressure after a series of missteps at the world's largest stand-alone wine company over the past 15 months, with a change of ownership now highly likely for the owner of Penfolds, Rosemount, Wolf Blass, Wynns and Lindeman's.
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KKR and New York-based Rhone lodged a formal takeover bid for Treasury about 5pm on Friday, while TPG also did likewise in time to meet a secret deadline put in place by the Treasury board and its advisers from Goldman Sachs.
The merits of each offer were closely examined by the Treasury camp over the weekend, with both bids understood to have a lower-than-usual debt component because of the unpredictable nature of the agricultural industry in which Treasury operates.
A spokesman for Treasury declined to comment on Sunday.
Both private equity firms lodged indicative proposals in August valuing Treasury at $3.4 billion and made separate official bids after an exhaustive and intense due diligence period over the past few weeks, which included visits to offshore operations and wineries around Australia.
Both bids were pitched under a scheme of arrangement proposal.
The decline in the Australian dollar has played into the hands of the US-based private equity bidders, with each 1¢ drop delivering a $2.3 million injection to the company's profits.
The weaker Australian dollar delivered more financial firepower for the final bids because it makes Australian assets cheaper, with the maker of Penfolds and Wolf Blass increasingly likely to end up with an offshore owner.
While both KKR and its rival TPG are building in long-term projections for where the Australian currency is likely to be against the US dollar for the next few years, most experts believe it will continue to fall, meaning the timing of the US predators is good as they look to rebuild profits should a bid be accepted by the Treasury board.
Stephen Harvey, chairman of Deloitte's Australian Wine Industry Group, said the local wine industry was in for a much better era when it comes to currency, with local exports to become much more competitive on the shelves of retailers in the US and Britain.
"We're in a much stronger position," he said.
Treasury itself outlined some foreign exchange sensitivities on August 21 when it delivered its full-year results.
It also gave an outline of its foreign exchange risk management approach around hedging for the next two years for both the US dollar and British pound, but in practical terms analysts believe the $2.3 million impact is still around the mark when it comes to the US currency shifts.
Stockbroking house Citi says the upside for the entire Australian wine sector is substantial from a sustained decline in the Australian currency, and for Treasury it will translate into better profit margins.
KKR and junior partner Rhone Capital lifted an indicative offer for Treasury on August 4 to $5.20 per share, while on August 11 TPG Capital made a proposal also pitched at $5.20 per share. They both valued Treasury at $3.4 billion, with the rival proposals made via a scheme of arrangement where Treasury shareholders will vote at a meeting on a preferred bid.
Read more: smh.com.au |
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| To: richardred who wrote (3794) | 9/28/2014 10:50:51 AM | | From: richardred | | | | Bank of the Sierra eyes more acquisitions
Posted: Friday, September 26, 2014 9:23 am
By RICK ELKINS relkins@portervillerecorder.com
When the acquisition of Santa Clara Valley Bank concludes in December, Porterville-based Bank of the Sierra will not stop growing.
Bank CEO Jim Holly and bank COO Kevin McPhaill laid out the bank’s plans to seek more acquisitions and to nearly double in size over the next few years.
In short, the bank is in a growth mode.
“Our merger strategy is to look for opportunities and those that fit well, we’ll take advantage of those,” said Holly.
In July, Bank of the Sierra announced it was acquiring the small Santa Clara Valley Bank headquartered in Santa Paula. The three-branch bank has assets of just $130 million. Bank of the Sierra’s total assets are $1.56 billion and the two bank leaders said the goal is to take that to more than $2 billion.
To accomplish that, the bank will need to grow.
“We’ve always been content to grow by branches,” Holly explained of the past. Only twice has the bank acquired other banks, the last more than a decade ago. The new strategy is to take advantage of opportunities by purchasing smaller banks.
“We’re being opportunistic,” said McPhaill of a trend of smaller banks selling out.
Those opportunities, explained Holly, stem from the difficulty smaller banks are having keeping up with technology and regulatory burdens, as well as stock growth.
Holly said Bank of the Sierra has 12 people working just on new regulations, many enacted since the bank problems of the mid-2000s. Ten years ago, the bank only had two or three people working on keeping up with regulatory rules. Also, the bank they have acquired had a opening stock price of $10. Bank of the Sierra purchased that stock for $6 a share.
“Smaller banks are hugely problematic,” said Holly, pointing out there has been a wave of consolidation and most of the acquisitions have been made by banks similar in size to the Bank of the Sierra. He showed a chart where in 1990 there were 16,000 bank charters in the U.S. That has shrunk to 6,000 today and McPhaill said they expect to see that number fall to 4,000 over next five years. He also pointed out that since 2008, very few new banks have been chartered. Suncrest Bank in Visalia and Porterville is one of just a few new banks.
Holly said banks have two choices. “Get a lot bigger or sell.”
Acquisition outlined
In the strategic plan approved by the bank’s board of directors in January, growth by acquiring other banks was set as a goal, said McPhaill.
Holly, with more than 35 years in banking — 36 years as head of Bank of the Sierra — then began putting out feelers as to which banks might be willing to sell.
“We talked to a lot of people. That’s how it starts,” said McPhaill.
“I called them (Santa Clara) to see if they were interested,” Holly said of the Santa Paula bank. The first meeting was in March. “These guys were ready,” he added.
Once they found a willing seller, the local bank began its due diligence process, calling in auditors and surveying the market the bank they were acquiring serves.
Santa Clara Valley, which is east of Ventura along Highway 126, is similar to the San Joaquin Valley, especially Porterville. The city of Santa Paula calls itself the “Citrus Capital of the World.”
Holly said the bank to be bought also fit well into his bank’s business model.
Both Holly and McPhaill said the purchase has gone very smoothly and they expect the acquisition to be completed by Dec. 5.
By acquiring the new bank, the number of people employed by Bank of the Sierra should grow to more than 430. Holly said 30 employees are being retained with Santa Clara Valley Bank, and the purchase may require a few more people at the bank’s headquarters on Main Street in Porterville.
Future plans
The two bank leaders said while this purchase moves forward, they are already looking for more opportunities and mentioned several prospects along the Central Coast. McPhaill said the goal would be to reach a deal on another purchase early next year and complete that acquisition by the end of 2015.
McPhaill said the trend of midsized banks acquiring smaller banks began about a year ago.
Holly said the current acquisition should serve as a template for future acquisitions.
What the bank will look for is smaller banks in good locations with a potential for growth.
About the Banks
Porterville-headquartered Sierra Bancorp is the holding company of Bank of the Sierra. It was founded in 1978 by a group of local investors and has been one of the most successful independent banks on the West Coast.
Santa Clara Valley Bank began 15 years ago and serves the communities of Ventura, Oxnard and Santa Clarita with branches in Santa Paula, Fillmore and Valencia.
Sierra reported it had acquired the southern California bank for $15.3 million, which consists of $12.3 million in common shares and $3 million in cash to preferred shareholders. Included in the $12.3 million consideration, the local bank will pay $700,000 to cash out existing in-the-money warrants.
recorderonline.com
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| To: richardred who wrote (3731) | 9/28/2014 11:15:28 AM | | From: richardred | | | | Your Inversion Is Germany's Takeover
3 Sept 23, 2014 10:53 AM EDT
By Leonid Bershidsky
The U.S. Treasury Department's action against tax inversions won't keep all U.S. companies from lowering their tax bills through foreign mergers. Many companies that have been looking for ways to reincorporate abroad will instead become more amenable to takeovers by foreign corporations, whose appetite for U.S. business is growing.
German companies especially have been on a buying spree in the U.S. Billion-dollar deals involving a German acquirer and a U.S. target announced so far this year include:
- Merck KGaA's planned takeover of life-science equipment maker Sigma-Aldrich Corp. for $16.4 billion in cash
- Bayer AG's offer of $14.2 billion for Merck & Co. Inc.'s consumer care business
- ZF Friedrichshafen AG's purchase of car part maker TRW Automotive Holdings Corp. for $12.8 billion
- Siemens AG's acquisition of oilfield equipment maker Dresser-Rand Group Inc. for $7.5 billion
- SAP AG's purchase of expenses software developer Concur Technologies Inc. for $7.2 billion; Infineon Technologies AG's takeover of power circuitry maker International Rectifier Corp. for $2.3 billion
- Continental AG's acquisition of Veyance Technologies Inc., which makes auto components, for $1.9 billion
German companies have already spent more in the U.S. in 2014 than in any full year in the past two decades. Add other Europeans -- Sweden's Electrolux, which is picking up GE's appliances business; Switzerland's Roche, investing in lung medicine start-up InterMune; U.K. tobacco companies poaching U.S. cigarette brands -- and you have a major boom in European acquisitions. So far this year, according to data compiled by Bloomberg, 709 such deals worth a total of $140 billion have been proposed, compared with 835 deals for $183 billion in which U.S. companies are the buyers of European businesses. Who says Europe's economy is feeble compared to the U.S.?
The Europeans have their reasons to be interested in U.S. companies. As their home markets stagnate, they have to rely on exports and internationalization in order to grow. The euro has been strong recently, making U.S. acquisitions more attractive, but the European Central Bank's policies are driving the currency down, and companies want to move while the prices are relatively low. German exporters have the cash on hand and the available credit to buy coveted technologies.
There are two sides to every deal, of course, and U.S. company shareholders have their reasons for selling. One of them -- though perhaps not the biggest -- is the U.S. tax system. At least one of the companies recently acquired by Germans, Sigma-Aldrich, was recently mentioned as an inversion candidate. Now, its tax optimization will be Merck's headache. Germany has a high effective corporate tax rate -- just under 30 percent -- but the EU, borderless for business purposes, has plenty of friendlier jurisdictions.
The Treasury Department's fact sheet on its new inversion rules says the U.S. government has nothing against "genuine cross-border mergers": they "make the U.S. economy stronger by enabling U.S. companies to invest overseas and encouraging foreign investment to flow into the United States." Indeed, the European cash goes to the acquired companies' U.S. shareholders, who pay tax on the transaction. The end result of "genuine" deals, however, is the same for purely tax-motivated ones: Companies pay U.S. taxes only on their American business. The U.S. government cannot get its hands on their overseas cash.
The Treasury has closed some inversion-related loopholes. It will now be more difficult for U.S. companies to lend overseas cash to new overseas parents or to sell them their cash-accumulating subsidiaries. It will also be hard to make foreign companies look bigger and U.S. ones smaller to pass off an inversion deal as a genuine foreign takeover. None of the new strictures, however, will apply to the European purchases.
U.S. policy makers need to be consistent. If their goal is for U.S. companies to stay in American hands so they can be taxed on their foreign as well as U.S. operations, they need to make all cross-border acquisitions difficult -- an ugly measure that would destroy the U.S.'s reputation as an open economy. If, however, their goal is to keep U.S. firms nimble, competitive and acquisitive, they should relax tax rules and perhaps even let firms pay taxes only to the countries where their business is conducted.
To contact the writer of this article: Leonid Bershidsky at lbershidsky@bloomberg.net.
To contact the editor responsible for this article: Mary Duenwald at mduenwald@bloomberg.net.
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