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Bella was in the studio last weekend...had a great shoot despite the swollen eyeball thing!
PIPE nightmare: Issuers face major stock dump New SEC rule means more than $35 billion in small-company shares could be unloaded Friday. "A shock to the system,' one expert predicts. |
Smaller companies that issued unregistered securities last year may be in for a bumpy ride this week. That's because on Friday, changes that the Securities and Exchange Commission made to Rule 144, which governs unregistered securities, go into effect, which could lead investors to dump billions of dollars worth of shares and send some companies' daily trading volumes to never-before-seen levels. Last December, the SEC halved the period that investors must hold securities issued under Rule 144 before they can sell, from one year to six months. On Friday, any unregistered security issued last year between Feb. 15 and Aug. 15 becomes eligible for resale. That means more than $35 billion in shares could suddenly become available on Friday, estimates Barry Silbert, founder and CEO of Restricted Stock Partners, which manages the Restricted Securities Trading Network, the largest online marketplace for restricted securities in the country. In all of 2006 (the last year for which data are available), the total value of Rule 144 issuance amounted to $71 billion. “I think there will be a shock to the system in quite a few companies,” Mr. Silbert said, adding “but ultimately it will lead to some buying opportunities.” The companies most likely to be affected by the rule change, said Mr. Silbert, will be smaller companies with market caps of less than $1 billion that issued restricted stock through PIPE, or private investment in public equity, transactions. Mr. Silbert examined 300 PIPE deals that occurred last year in which companies issued unregistered stock. Of those companies, 66% will have securities equal to more than three months of their average daily trading volume becoming salable on Friday. Some of those companies could see 100 or more times their average daily trading volume potentially available for sale in one day, he predicted. Industry watchers expect many investors to head for the exits come Friday—simply because they can. “Stockholders who held shares are going to go ahead and sell,” said Anna Pinedo, a partner at Morrison & Foerster who specializes in securities law. “They are going to watch the market, but they will sell if they can.” Aside from any volatility come Friday, Ms. Pinedo and others believe the changes the SEC made last December ultimately are positive for smaller companies, since the relaxed holding rules will make it easier for them to raise capital. Ms. Pinedo, who sat on the advisory committee that the SEC convened prior to the rule changes, said one motivation for the changes was the perception that Sarbanes-Oxley compliance had made capital-raising especially onerous for smaller companies. One of the principal ways in which smaller companies raise capital is through private placements and PIPE transactions, she said, and reducing the holding period for restricted securities makes them more liquid, and therefore more attractive to institutional investors. In addition to the changes to Rule 144, in December the SEC also made it easier for smaller companies to register securities through a so-called S-3 filing, which allows for less stringent disclosure than a typical S-1 registration. Previously, companies had to have at least a $75 million float to register as an S-3. “Some small companies have a reason to do a private registration, and some a public registration,” said Michael Littenberg, a partner at Schulte Roth & Zabel. “Taken together, the changes support capital formation.” FW | ||||
By CALVIN WOODWARD, Associated Press Writer 9 minutes ago
John McCain earned himself a super Wednesday, a day to savor coast-to-coast primary victories that ratified him as the Republican front-runner, while Hillary Rodham Clinton and Barack Obama dug in after a night of divided spoils in a Democratic presidential contest that could stretch to the spring.
McCain, whose campaign once verged on collapse, piled up more delegates than his two rivals combined, pushing over the halfway mark on what's needed to clinch the nomination. His victories stretched from New York to California, the biggest prize. Still, Mitt Romney in the West and Mike Huckabee in the South proved to be go-to candidates for conservatives, and they vowed to press forward.
Clarity of any sort eluded the Democrats as campaigns turned to the next rounds. On Saturday, Louisiana and Washington state hold two-party contests while Nebraska Democrats and Kansas Republicans make their picks. Then comes a larger series of two-party primaries in Maryland, Virginia and the District of Columbia on Tuesday.
More than 168 Democratic delegates are at stake Tuesday, a sizable prize in two states and a district that are normally afterthoughts in nomination contests. Clinton has been endorsed in Maryland by Gov. Martin O'Malley and Sen. Barbara Mikulski; Obama is backed by Virginia Gov. Tim Kaine,and is expected to do well in the largely black district.
"Senator Clinton has a lot of friends in Virginia," Kaine said in an interview, but "we're feeling pretty good" about Obama's Virginia chances. Republicans will award 116 delegates in the trio of races dubbed the Potomac Primary.
Huckabee, who posted five Southern victories after being practically counted out of the contest, demurred when asked Wednesday if he'd be an irresistible running mate for McCain, the opponent he likes. "I still want to be the irresistible choice to be the president," he said on CBS' "The Early Show."
Despite his strong night, Huckabee trails both McCain and Romney in the delegate count. Other contenders took a pass for once on the morning-after talk shows.
Obama won 13 Super Tuesday states; Clinton, eight plus American Samoa. Clinton scored the advantage in delegates, bring her total to 845 to Obama's 765, by the latest accounting. The road ahead was long for the Democrats: It takes 2,025 delegates to claim their nomination.
Delegate tabulations continued Wednesday, possibly longer, and the victor in one race remained unsettled — the Democratic caucuses in New Mexico.
Clinton won the biggest state, California, capitalizing on backing from Hispanic voters. Obama scored victories in Alabama and Georgia on the strength of black support, and won a nail-biter in bellwether Missouri.
McCain's own victory in California dealt a crushing blow to his closest pursuer, Romney, a former Massachusetts governor.
"We've won some of the biggest states in the country," the Arizona senator told cheering supporters at a rally in Phoenix, hours before California fell his way. An underdog for months, he proclaimed himself the front-runner at last, and added. "I don't really mind it one bit."
In the competition that counted the most, the Arizona senator had 613 delegates, to 269 for Romney and 190 for Huckabee in incomplete counting. It takes 1,191 to win the GOP nomination.
Neither Democrat could plausibly claim an overall victory and didn't try.
"I look forward to continuing our campaign and our debate about how to leave this country better off for the next generation," Clinton said.
Obama told a boisterous election night rally in Chicago, "Our time has come. Our movement is real. And change is coming to America."
Polling place interviews with voters suggested subtle shifts in the political landscape.
For the first time this year, McCain ran first in a few states among self-identified Republicans. As usual, he was running strongly among independents. Romney was getting the votes of about four in 10 people who described themselves as conservative. McCain was winning about one-third of that group, and Huckabee about one in five.
Overall, Clinton was winning only a slight edge among women and white voters, groups that she had won handily in earlier contests, according to preliminary results from interviews with voters in 16 states leaving polling places.
Obama was collecting the overwhelming majority of votes cast by blacks — a factor in victories in Alabama and Georgia.
Clinton's continued strong appeal among Hispanics — she was winning nearly six in 10 of their votes — was a big factor in her California triumph, and in her victory in Arizona, too.
McCain, the early Republican front-runner whose campaign nearly unraveled six months ago, won in California, New York, New Jersey, Connecticut, Missouri, Delaware and his home state of Arizona — each of them winner-take-all primaries. He also pocketed victories in Oklahoma and Illinois.
Huckabee, the former governor of Arkansas, won a series of Bible Belt victories, in Alabama, Georgia and Tennessee as well as his own home state. He also triumphed at the Republican West Virginia convention, and told The Associated Press in an interview he would campaign on. "The one way you can't win a race is to quit it, and until somebody beats me, I'm going to answer the bell for every round of this fight," he said.
Romney won a home state victory in Massachusetts. He also took Utah, where fellow Mormons supported his candidacy. His superior organization produced caucus victories in North Dakota, Montana, Minnesota, Alaska and Colorado, and he, too, breathed defiance. "We're going to go all the way to the convention. We're going to win this thing," he told supporters in Boston.
Democrats played out a historic struggle between two senators: Clinton, seeking to become the first female president, and Obama, hoping to become the first black to win the White House.
Clinton won at home in New York as well as in California, Massachusetts, New Jersey, Oklahoma, Tennessee, Arizona and Arkansas, where she was first lady for more than a decade. She also won the caucuses in American Samoa.
Obama won Connecticut, Georgia, Alabama, Delaware, Utah and his home state of Illinois. He prevailed in caucuses in North Dakota, Minnesota, Kansas, Idaho, Alaska and Colorado. His Missouri victory was so close in the vote total that there was no telling whether he or Clinton would end up with a majority of the state's 72 delegates.
New Mexico shut its vote counting operation until 11 a.m. EST, with Obama holding a slim lead.
The allocation of delegates lagged the vote count by hours. That was particularly true for the Democrats, who divided theirs roughly in proportion to the popular vote.
Nine of the Republican contests were winner take all, and that was where McCain piled up his lead.
Alabama and Georgia gave Obama three straight Southern triumphs. Like last month's win in South Carolina, they were powered by black votes.
Democrats and Republicans alike said the economy was their most important issue. Democrats said the war in Iraq ranked second and health care third. Republican primary voters said immigration was second most important after the economy, followed by the war in Iraq.
The survey was conducted in 16 states by Edison Media Research and Mitofsky International for The Associated Press and television networks.
By ANTONIO GONZALEZ, Associated Press Writer 31 minutes ago
Crews went door-to-door Wednesday searching debris for more victims of deadly tornadoes that ripped the roof off a shopping mall, pummeled mobile homes and blew apart warehouses as they tore across five states. At least 47 people were killed throughout the South.
The victims included 24 people in Tennessee, 13 in Arkansas, seven in Kentucky and three in Alabama, emergency officials said. Among those killed were Arkansas parents who died with their 11-year-old in Atkins, about 60 miles northwest of Little Rock. Hundreds more were injured.
The family died from trauma when their home "took a direct hit" from the storm, Pope County Coroner Leonard Krout said.
"Neighbors and friends who were there said, 'There used to be a home there,'" Krout said.
Ray Story tried to get his 70-year-old brother, Bill Clark, to a hospital after the storms leveled his mobile home in Macon County, about 60 miles northeast of Nashville. He died as Story and his wife tried to navigate debris-strewn roads in their pickup truck, they said.
"He never had a chance," Nova Story said. "I looked him right in the eye and he died right there in front of me."
The twisters, which also slammed Mississippi, were part of a rare spasm of winter weather that raged across the nation's midsection at the end of the Super Tuesday primaries in several states. As the extent of the damage quickly became clear, candidates including Hillary Rodham Clinton, Barack Obama and Mike Huckabee paused in their victory speeches to remember the victims.
Before dawn Wednesday, the system moved on to Alabama, bringing heavy rains and gusty winds, causing several injuries in counties northwest of Birmingham. Three people were killed when a reported twister struck Aldridge Grove, in the northern part of the state near Decatur, said Brenda Morgan, deputy emergency management director in Lawrence County.
An apparent tornado damaged eight homes in Walker County, Ala., and a pregnant woman suffered a broken arm when a trailer home was tossed by the winds, said county emergency management director Johnny Burnette.
"I was there before daylight and it looked like a war zone," he said.
Northeast of Nashville, a spectacular fire erupted at a natural gas pumping station northeast of Nashville that authorities said could have been damaged by the storms. An undetermined number of people were reported dead.
Power was knocked out and the local hospital was running on generators. Only the emergency room had lights on.
Eight students were trapped in a battered dormitory at Union University in Jackson, Tenn., until they were finally freed. Tornadoes had hit the campus in the past, and students knew the drill when they heard sirens, said Union University President David S. Dockery.
At least two dormitories were destroyed. Dockery told NBC's "Today" that the drills and planning "saved those lives."
He said about 51 students were taken to the hospital and nine stayed through the night, but added "there are positive days ahead for them."
Well after nightfall Tuesday, would-be rescuers went through shattered homes in Atkins, a town of 3,000 near the Arkansas River. Around them, power lines snaked along streets and a deep-orange pickup truck rested on its side. A navy blue Mustang with a demolished front end was marked with spray paint to show it had been searched.
Outside one damaged home, horses whinnied in the darkness, looking up only when a flashlight reached their eyes. A ranch home stood unscathed across the street from a concrete slab that had supported the house where the family of three died.
Gov. Mike Beebe planned to tour Atkins on Wednesday.
In Memphis, high winds collapsed the roof of a Sears store at a mall. Debris that included bricks and air conditioning units was scattered on the parking lot, where about two dozen vehicles were damaged.
A few people north of the mall took shelter under a bridge and were washed away, but they were pulled out of the Wolf River with only scrapes, said Steve Cole of the Memphis Police Department.
In Mississippi, Desoto County Sheriff's Department Cmdr. Steve Atkinson said a twister shredded warehouses in an industrial park in the city of Southaven, just south of Memphis.
"It ripped the warehouses apart. The best way to describe it is it looks like a bomb went off," Atkinson said.
At the W.J. Matthews Civic Center in Atkins, a shelter was empty except for American Red Cross volunteers and a single touch-screen voting machine. The civic center had hosted an election precinct earlier Tuesday. Traffic was snarled on nearby Interstate 40, with tractor-trailers on their sides.
Officials do not know what started a fire at the Columbia Gulf Natural Gas pumping station near Green Grove, about 40 miles from Nashville. The blaze could be seen in the night sky for miles around, with flames shooting "400, 500 feet in the air," said Tennessee Emergency Management spokesman Donnie Smith.
The couple killed with their adult daughter were in their mobile home near Greenville in western Kentucky when a tornado went through their trailer park.
On Jan. 8, tornadoes were reported in Arkansas, Illinois, Missouri, Oklahoma and Wisconsin. Two died in the Missouri storms.
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Contributing to this report were Associated Press writers Ryan Lenz in Greenville, Ky., Jon Gambrell in Atkins, Ark., Holbrook Mohr in Jackson, Miss., and Woody Baird in Memphis, Tenn.