What with the generic names that hedge funds and private-equity shops adopt these days, it’s not too surprising that the suitor of Burger King Holdings (BKC) was confused briefly with 3i, the U.K. private-equity shop that boasts £9.6 billion under management.

But no, it appears that Burger King’s buyer, at $4 billion, is 3G Capital, a New York-based investment firm with ties to high-profile Brazilian financiers, and one that, until now, has contented itself with buying stakes in CSX, Coca-Cola and the like.

As it turns out, that the Brazilian connection is fitting: There seems to be something of a mutual love-fest going on between the Home of the Whopper and the home of samba, capoeira and feijoada. From the 10-K that Burger King filed late last week:

“We believe that there are significant growth opportunities in South America. For example, we entered the Brazil market five years ago, and, as of June 30, 2010, had 93 restaurants in the country with those open for more than 12 months having average restaurant sales of $1.8 million on a trailing twelve-month basis. We currently expect to open approximately 500 restaurants in Latin America over the next five years. For the fiscal year, we opened 72 new restaurants in Latin America.”

Going from zero to 93 in five years isn’t too shabby, and the prospect of 500 more restaurants across Latin America in the next half-decade can’t have passed 3G by.

Still, this is BK’s second foray into private-equity’s hands in recent years: It was taken private in 2002 by a TPG Capital, Bain Capital and others, and then went public again in 2006. Now, a mere four years later, it’s going private again.

When BK last went public, it shelled out a $12.1 million in dividends and related payments to executives, directors and various funds controlled by the private-equity shops that had bought it several years earlier. It also paid those shops a $30 million “sponsor management termination fee,” according to its registration statements at the time. Goldman Sachs, a unit of which was one of the private-equity owners, also got $5 million more for helping to run the public offering. And we’re pretty sure we missed some other fees.

And Burger King’s stock? It was down 3% since it went public, the WSJ reported. All of which makes us wonder just how much value this game of ownership ping-pong really creates, and how much is being siphoned off in the process.

Image source: Burger King Brazil

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The publishing world buzzed at Meredith Corporation’s (MDP) August 2 announcement that John H. (Jack) Griffin, Jr., the President of its National Media Group, was leaving four days later “to pursue another opportunity.” News leaked – even before an official announcement was made – that Time Warner, Inc. (TWX) had tapped Griffin to become Time, Inc’s. CEO at the end of September and eventually become its Chairman, too.

On August 30, an Exhibit (“Separation Agreement and Release”) attached to Meredith’s 10-K disclosed that Griffin got about $1.4 million worth of payments and benefits on his way out the door; and it appears that Meredith was not contractually obligated to pay him most of that money.  Of course, there’s always the chance that Griffin’s departure wasn’t voluntary – but from all outward appearances, he left to take a sweet gig at Time, Inc., not because the board was unhappy with him.  And that makes the board’s largesse all the more puzzling.

Griffin’s Employment Agreement (executed March 9, 2008 and re-executed August 24, 2009) states that if Griffin voluntarily left the company before the contract expired on June 30, 2011

“…in such event the Company’s only obligation to Griffin shall be to make Base Salary payments provided for in this Agreement through the date of such voluntary termination…. and (b) the Company shall have no further obligation to pay any bonuses to Griffin under the terms of the MIP or this Agreement.”

Yet – addressing subsection (b) first – Meredith gave Griffin a lump sum payment for $1,256,301.00 on August 6 that is stated to be “in full and final satisfaction of his FY2010 MIP bonus.”

Next, Griffin’s Separation Agreement clearly states that its effective date was August 6, 2010; thus, the company’s stated obligation (per his Employment Agreement) was to pay his base salary through the end of that week. But the Separation Agreement reveals that the company paid him $125,000 “in full and final satisfaction” for any claims he had that related to his FY2011 compensation. Griffin’s base salary was $725,000 a year, which means that Meredith gave him more than two months’ worth of extra pay.

In exchange for releasing “any and all claims under the Age Discrimination in Employment act of 1967,” Meredith agreed to pay

“the equivalent of his existing base pay, and a pro rata share (equal to Nine Thousand Three Hundred Seventy-Five Dollars ($9,375) of the “Stay Bonus” provided for in section 5.3 of the Employment Agreement, through September 17, 2010.”

But Meredith’s September 25, 2009 proxy states on p. 24 that Griffin isn’t entitled to a Stay Bonus or a continuation of health benefits if he left voluntarily.  Thus, the company gave him an extra month and a half’s worth of the stay bonus (which, per the Employment Agreement, was paid at the rate of $6,250 per month so long as Griffin worked for Meredith), and it gave him nearly two months of extra health benefits, through September 30, 2010.

The company doesn’t explain why it paid Griffin so much money following such an abrupt departure; it seems unlikely that Griffin would sue Meredith for any claim when he left voluntarily for an even higher profile job (for which no Employment Agreement has been filed yet).  But perhaps the board harbors hope that someday he will return?

Image source: Aresauburn at flickr

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That’s the cover of the new ethics policy at Sysco (SYY), the big food-service company. The company filed it with the Securities and Exchange Commission on Tuesday afternoon, several hours after filing its 10-K.

In the 8-K that included the document, Sysco describes its ethics-policy overhaul in dry, lawyerly terms, saying it was intended

“to reflect a more principles-based approach.  Bright-line rules and numerical limits and thresholds have generally been eliminated in favor of rules intended to foster more thoughtfulness about the relevant facts and circumstances. … The Associates’ Code has also been revised to enhance overall readability and understanding … and is accompanied with learning aids such as frequently asked questions and examples.  Notwithstanding these changes, the overriding ethical principles underlying each provision of the prior ‘code of ethics’ remain substantively unchanged.”

And while the policy document (PDF or HTML) goes on for another 23 brightly colored pages after that striking plate-and-slogan cover, the catch-phrase is a recurring theme:

“Relationships require a strong foundation of mutual trust and understanding that is nurtured day after day.  That trust is earned, not just by following the letter of the law, but also by striving to ‘do the right thing’. … For situations not specifically included in this Code, or in Sysco’s other policies and rules, we still expect that Sysco and its associates will try to do the right thing. …

The “Overall Standard” on page 2 begins: “Always do the right thing.” In an FAQ about handling a “lumper service” that seems to be refusing its employees overtime, the answer concludes: “Do the right thing — talk with your supervisor.”

As that suggests, of course, this corporate version of the Golden Rule actually boils down to following explicit corporate policies — and checking with supervisors or the human-resources department when in doubt.

From a business perspective, doing the right thing means following our Code, speaking up, getting advice and complying with the law. There is no way to provide rules of conduct that will apply to every possible situation. … Any activity or relationship that presents, or appears to present, a conflict of interest must be reported to your immediate supervisor before you engage in the activity.”

So kudos to Sysco for serving up a bold and eye-catching catchphrase in their ethics policy. But for the shareholders’ sake, we’re glad to see that the nuts and bolts of the policy goes into a little more detail.

Image source: Sysco Corp.

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Hardly a day goes by without hearing somebody’s opinion on whether we’re headed for a double-dip recession. Last week, it was Fed Chief Ben Bernake saying he would do whatever he could to avoid the double dip, which as this NPR story shows is being viewed as an increasing possibility. And this morning, there’s a new survey out by Citibank (C) that shows that an overwhelming majority of small business owners — a whopping 86% — believe the economy is headed for a double-dip.

Given all this, we thought we’d take a look at some recent filings to see if there’s any consensus there on the much-feared double dip. To be sure, we saw a marked increase in the number of companies talking about a double-dip recession in their filings. How much more? We counted nearly 200 filings during August that talked about a double-dip recession in some form or another. That compares to exactly 1 filing during August 2009.

Much of this concern is being noted in the filings made by mutual fund companies, the investments most favored by so-called mom and pop investors. While we don’t tend to pay a lot of attention to these filings here at footnoted, we thought this was worth a short diversion off the usual footnoted path.

For example, yesterday, George C.W. Gatch, president and CEO of JP Morgan Funds noted in his President’s letter that “The U.S. economy has clearly entered a soft patch on its path to economic recovery. These signs of slower growth have ignited concerns that we are headed for a double-dip recession. Although there is uncertainty over the pace of the recovery, investors should note that double dip recessions have historically been rare.”

Jonathan Baum, Chairman and CEO of mutual fund giant The Dreyfus Corp was even more optimistic in his letter filed on Monday, noting that “we still believe that it is unlikely that we’ll encounter a “double-dip” recession.” And US Global Investors Funds (UNWIX) noted in its letter that “the “double-dip” recession debate is escalating…With growing concerns about a slowdown or even a “double-dip” recession in the U.S. and Europe, China may ease up on its policies directed at slowing the economy.”

While I majored in economics at college, that was a long time ago. As a result, I don’t profess to be one of the prognosticators on whether we’re on the verge of a double-dip and will leave that to the so-called experts. But judging by what we’re seeing in the filings — the sheer number alone should tell you all that you need to know — fears of a double dip are clearly a big concern

Image source: The Food Section

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The U.S. has restricted a slew of exports to the Islamic Republic of Iran. So when The Australian published an article (payment required) last spring describing a trade-show booth in Tehran that was showcasing an atomic absorption spectrometer made by Waltham, Massachusetts-based PerkinElmer (PKI), the Securities and Exchange Commission took notice.

In a June 22 letter (PDF) to the company, Cecilia Blye, chief of the SEC’s Office of Global Security Risk, wrote:

“Iran is identified by the  State Department as a state sponsor of terrorism, and is subject to U.S. economic sanctions and export controls. … Please describe to us the  nature and extent of your past, current, and anticipated contacts with Iran, whether through subsidiaries, distributors, or other direct or indirect arrangements.”

After all, Blye wrote, PerkinElmer hadn’t said anything in its 10-K about sales in Iran; the company should “address materiality” of any connections with Iran, taking into account “the potential impact of corporate activities upon a company’s reputation and share value.” Blye also wanted to know whether any PerkinElmer devices that turned up in Iran “have weapons or other military uses…”

PerkinElmer’s general counsel, Joel S. Goldberg, responded speedily, just eight days later: PerkinElmer wasn’t exhibiting anything in Tehran; the former distributor cited in the article, called SamaMicro, hadn’t done any business with PerkinElmer in more than five years (since U.S. sanctions were imposed); and PerkinElmer has repeatedly refused to do business with the distributor despite its periodic inquiries. Goldberg continued:

“If SamaMicro displayed PerkinElmer equipment at the 2010 Iran Oil Show, it did so without the Company’s knowledge, authorization or involvement.”

Goldberg did note that the company had heard of another instance of its equipment surfacing in Iran. The details are partly redacted, leaving many answers tantalizingly vague, but it appears that one of PerkinElmer’s AutoDELFIA instruments was installed at an unnamed location, with its main serial number “removed.” The device had been shipped elsewhere “for medical end-use by a hospital” in a redacted location.

“The  shipment was in compliance with applicable U.S. export control law. Indeed, consistent with our export compliance requirements, the shipping invoice for this order properly declared: ‘These commodities or technical data are licensed by the United States for the ultimate destination of: [**]. Diversion contrary to US law is prohibited.’ “

And PerkinElmer also has learned of “a second PerkinElmer product awaiting customs clearance in Tehran,” though the original recipient and end user’s names were also redacted. The company has suspended shipments to an unnamed customer, and “is actively investigating whether any unlawful diversions occurred,” Goldberg wrote.

He also said the equipment doesn’t generally have any military or weapons uses. The atomic absorption spectrometer that sparked the initial article in The Australian is used to suss out “the concentration of specific metal elements in a sample,” for everything from soil and water testing to measuring lead exposure in human blood. The AutoDELFIA instrument is used mainly for newborn genetic-screening tests and other medical applications.

That may settle the issue: On July 16, the SEC told PerkinElmer it had no more questions. Still, PerkinElmer itself said it had contacted the U.S. Commerce Department’s Office of Export Enforcement about the incident after learning of the Australian article.

And then, of course, there’s a disgruntled competitor in Australia — Melbourne-based GBC Scientific Equipment, which was barred last year from selling two spectrometers to Pakistan. The Australian quoted GBC’s chief executive, Ron Grey, as being “very sceptical” and unhappy about various reports that his “competitors are active in these markets” that are otherwise barred to him.

Image source: One World – Nations Online

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CenturyLink (CTL) got some attention last week for an 8-K it filed, reporting that shareholders of CenturyLink and Qwest Communications International, Inc. (Q) overwhelmingly approved a merger proposal. But the company also filed a second 8-K, which received no real attention, even though it involves more than $10.2 million of shareholders’ money.

That filing disclosed that CenturyLink (formerly known as CenturyTel, Inc. until May, 2010) gave equity and deferred cash grants to its CEO, CFO, and other executive officers in order to:

“…provide the Named Executive Officers with adequate incentives to remain employed with us through the completion of the merger contemplated under the Merger Agreement… and for the critical period thereafter during which we will begin to integrate Qwest into our operations.”

The big winner is CEO Glen F. Post, III, whose retention award of 127,317 RSUs is worth nearly $4.6 million.

But other NEOs got awards, too; 25 percent of their grants are structured as deferred cash awards, and the other 75 percent as RSUs. Looking at the total awards:

• Karen Puckett, EVP/COO, received an award worth more than $1.84 million;
• R. Stewart Ewing, Jr., CFO, got over $1.66 million for his award;
• David D. Cole, SVP – Operations Support, received an award of nearly $1.08 million; and
• Stacey W. Goff, EVP/General Counsel and Secretary, received more than $1.05 million.

Half of the cash awards will be paid on the merger closing date, and the other half will be paid a year later (assuming the executive still works for the company). Unless the closing date is extended for a permitted reason, the merger must occur on or before April 21, 2011, or the cash portion of the award will be forfeited. The RSUs, meanwhile, will vest in three equal shares on the first three anniversaries of the merger closing date.  (And don’t forget that millions more will go to Qwest’s departing executives.)

At this point, the Justice Department and seven state regulatory utility commissions have signed off on the merger, and the companies expect that the deal will be completed in the first half of 2011.

Mergers are – no doubt – a lot of work, and we’re predicting that the executives will get raises and bonuses next year which are justified (on paper, at least) with the stated reason that they should be compensated for all that extra work.  But in a case like this – where we know that all of the top managers are coming from CenturyLink (see this post from April and slide #14 from this merger-announcement presentation) – it’s an open question whether these retention awards are really necessary.

Image source: Manchester-Monkey via flickr

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This morning, at a few seconds after 7 a.m., 3Par (PAR) filed its 29th document since the beginning of what we’ll cheekily call the post-nup period when the deal between 3Par and Dell (DELL) was announced publicly. This morning’s entry was a Schedule 14D-9/A and was a very slight 11 pages. On Friday, 3Par, Dell and Hewlett Packard (HPC), which has been upping the ante with its higher bids, filed a combined total of 455 pages.

And that’s just the latest salvo. The total number of pages filed by 3Par this month, or by 3Par’s suitors about it, comes to around 1,500  pages, according to figures from Morningstar Document Research (neé 10-K Wizard, and, like footnoted, a unit of Morningstar Inc.). More than 900 pages of it was filed over the last week.

That’s a lot of ink. Plenty of it is plain old boilerplate, and there’s a lot of repetition. Filing an amended document may mean re-filing an exhibit with few or no changes, for example. But we sure hope 3Par is scouring every line, and no doubt Dell and HP are scrutinizing one another’s proposals carefully as well. After all, what’s the potential cost of missing a few key sentences, or a rewritten definition?

But the companies are big boys and can take care of themselves. We’re more concerned about investors. After all, the signals can be subtle, as we discovered in our own reading of 3Par’s filings from before the M&A battle really heated up. In a FootnotedPro report we put out on Friday (subscription required), we found signs of 3Par’s house-cleaning ahead of the initial deal announcement.

With the rapid-fire pace of the bidding war, how are ordinary investors supposed to keep up? Let’s assume an investor can skim a page of dense legalese, with financial tables and definitions of terms, in about a minute. That’s pretty speedy, in our experience. Even so, it would take more than seven hours without a break to read through Friday’s filings alone — and 15 hours to read everything filed last week.

We get to spend our days ploughing through the SEC’s archives. Most investors don’t have that luxury. How are they supposed to keep up?

The alternative, of course, is that this whole M&A disclosure business is just for show, that no one really expects investors to read it all, much less absorb it, and that the participants are really working from simpler and less-stultifying documents. In which case why bother, beyond keeping securities lawyers employed, and the plaintiffs’ attorneys who trail after them?

We’re not sure exactly what the solution is, but once upon a time the SEC launched a “plain English” initiative. Maybe it’s time for companies, and their lawyers, to reacquaint themselves with it.

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Tuck into that buttery pound cake and those Jimmy Dean sausages while you can. Because in addition to rising sea levels and disappearing species, global climate change — or at the very least, governmental efforts to mitigate it — could threaten the goodies from Sara Lee (SLE).

That’s the implication of a new risk factor laid out in the food-and-consumer-good conglomerate’s latest 10-K, filed on Friday. Here’s the gist of it:

“Increased government regulations to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change may result in increased compliance costs … We use natural gas, diesel fuel, and electricity in the manufacturing and distribution of our products. Legislation or regulation affecting these inputs could materially affect our profitability. In addition, climate change could affect our ability to procure needed commodities at costs and in quantities we currently experience …”

Last year’s 10-K also included a broad entry on “new or more stringent governmental regulations,” but lacked the climate-change and carbon-dioxide language.

Companies, of course, have been stepping up the climate-change disclosures since this winter, when the Securities and Exchange Commission ordered up additional information from public companies, prodded in part by big public- and private-sector investors. (Bloomberg’s Jim Efstathiou Jr. had a good piece on the rule in January.)

Sara Lee is far from the first to sound similar warnings — in fact, it might even be a laggard. The very first risk factor that Dole Food (DOLE) cites in its March 10-K is about bad weather that’s “difficult to predict and may be influenced by global climate change.” Kellogg (K) warns in its 10-K that commodity costs “may fluctuate widely due to government policy and regulation, weather conditions, climate change or other unforeseen circumstances,” and Coca-Cola (KO) has warned that its top ingredient, water, faces “unprecedented challenges from overexploitation, increasing pollution, poor management and climate change.” Kimberly-Clark (KMB) cites climate change multiple times in the litany of risks in its February 10-K, emphasizing “actions taken to address climate change and related market responses.”

And Molson Coors Brewing (TAP) is perhaps glummest of the bunch in a risk-factor from its November 10-Q, headed “Climate change may negatively affect our business”:

“While warmer weather has historically been associated with increased sales of beer, changing weather patterns could result in decreased agricultural productivity in certain regions which may limit availability or increase the cost of key agricultural commodities, such as hops, barley and other cereal grains … Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products. Climate change may also cause water scarcity…”

So chow down and drink up, folks, before things get too hot.

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Image source: El Gran Dee via Flickr

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Maybe it’s something in the water? A couple of days ago, we reported the multi-million dollar departure of an executive from a Bermuda-based energy company. Today’s post – about a different company headquartered on the tiny island – also involves a send-off worth millions of dollars.

On August 26, AXIS Capital Holdings Ltd. (AXS) filed an 8-K to announce that David Greenfield, its EVP/CFO, would be leaving the company on November 30, 2010. The press release offered no reason for Greenfield’s departure. (AXIS Capital – with a $3.71 billion market cap – sells insurance and reinsurance coverage; besides Bermuda, it has offices in the United States, Ireland, the United Kingdom, Canada, Australia, and Singapore.)

AXIS Capital also filed Greenfield’s Separation Agreement, dated August 23. Some provisions of the Separation Agreement take a seemingly stern note: Greenfield gets no bonus for 2010, and he forfeits his previously granted RSUs. Other sections are de rigueur for these types of documents; there’s a release and waiver of claims, a non-disparagement clause, and a promise to “provide reasonable assistance and cooperation” if the company needs it after he’s gone.

And then comes the payoff: AXIS Capital is paying Greenfield severance in three chunks (all of which will be adjusted for tax and withholding payments):

• The first payment – a lump sum of $4.894 million – will be paid on the 8th day after the termination date. (If any of Greenfield’s currently unvested RSUs vest between now and the date he leaves, his check will be reduced according to a formula set out in the agreement.)
• The second payment – $53,000 – will be paid in a lump sum six months and a day later.
• And the final payment – another $53,000 – will be paid in a lump sum one year after the termination date.

All told, Greenfield’s severance adds up to $5 million. That’s not bad, considering he joined AXIS Capital just over four years ago, after working for nearly 22 years at KPMG LLP.

There are a few other restrictions Greenfield must abide by in order to get his severance. He cannot quit early, start working for another company before the end of November, or violate the terms of his Separation Agreement.  But with five million reasons to abide by the document’s terms, we suspect that Greenfield will do whatever it takes to fulfill his part of the bargain.

Image source: zhengxu via flickr

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Was it really only the beginning of last week that Dell (DELL) announced plans to buy 3Par (PAR)? My how time flies! Since then, it’s been hard to keep up with the near hourly updates on the tussle between two computer giants — Dell and Hewlett-Packard (HPQ) over a company that up until recently judging by its stock chart wasn’t exactly on anyone’s radar. Just to recap quickly, Dell initially offered $18 a share for 3Par last Monday and the price (as of this morning) is now $30 as the two giants duke it out.

And the filings, well, let’s just say that we’re glad these things are mostly electronic now since whole forests would need to be cleared. By our count, Dell has filed 11 documents, HP has filed 7 and 3Par, the source of all this attention, has filed a whopping 25. Just think about the number of attorneys and paralegals involved in writing all this stuff and your eyes will really start to spin!

Given all this drama, and the fact that Dell filed its 10-Q late yesterday, we found it a bit odd that they decided to play it so straight when it came to describing what’s going on. After all, we haven’t seen this level of tussling since we played with Rock Em Sock Em Robots. Here’s a snip:

In August 2010, Dell made an offer to acquire 3Par Inc. (“3PAR”), a global provider of storage solutions optimized for the cloud environment. The acquisition of 3PAR is anticipated to enhance Dell’s storage portfolio and provide Dell’s customers with solutions at every storage tier. Subsequent to Dell’s offer to acquire, 3PAR received a competing offer and Dell responded by increasing its original offer to approximately $1.6 billion, net of 3PAR’s cash. Dell cannot predict the outcome of this matter at this time.

We honestly expected a bit more fire and brimstone in the Q. After all, if most of us were expecting to pay $18 for something and it was suddenly $30 or more, chances are we’d be doing a fair amount of whining ourselves. And, of course, the numbers are really a lot bigger.

Image source: Glocally Newark:

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