Monday, June 17 2013 10:40 PM EDT2013-06-18 02:40:49 GMT
If you park in Burlington and don't follow the rules, you soon might pay more for it. That's because the city is looking at increasing its parking fines. After searching for a spot and then findingMore >>
If you park in Burlington and don't follow the rules, you soon might pay more for it.
Monday, June 17 2013 10:16 PM EDT2013-06-18 02:16:40 GMT
Right now, only the ducks can enjoy floating along a certain body of water in Berlin, Vermont. That's because Montpelier, which owns much of the land around it, won't let people access it, because itMore >>
In Vermont, people looking to access the Berlin Pond, may finally have a way to legally reach the water. Right now they can't because Montpelier doesn't want people in its drinking water. But Berlin leaders are hoping a piece of land it owns will develop into a launch site for people.More >>
Monday, June 17 2013 9:01 PM EDT2013-06-18 01:01:53 GMT
With the summer months approaching, many will be hitting the waters. The North Country Chamber of Commerce wants to make sure everyone can get in on the fun. This Thursday, June 20, they'll be hostingMore >>
With the summer months approaching, many will be hitting the waters. The North Country Chamber of Commerce wants to make sure everyone can get in on the fun.More >>
Monday, June 17 2013 8:57 PM EDT2013-06-18 00:57:56 GMT
Department of Environmental Conservation's Matthew Probasco says Eurasian Watermilfoil is much harder and more problematic to deal with. "It would destroy fish habitat, it was cause breeding ground forMore >>
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Monday, June 17 2013 6:28 PM EDT2013-06-17 22:28:02 GMT
A brutal attack on Father's Day. One person is dead, another in the hospital. Police say an ex-boyfriend with a restraining order stabbed the mother of his child multiple times. They say her currentMore >>
A brutal attack on Father's Day. One person is dead, another in the hospital. Police say an ex-boyfriend with a restraining order stabbed the mother of his child multiple times. They say her current boyfriend shot and killed the attacker.More >>
Monday, June 17 2013 6:00 PM EDT2013-06-17 22:00:46 GMT
Vermont's largest city has about 700 new signs! They are in French and English and can be found on all parking meters in downtown Burlington. It's a move to make the city more welcoming. "I think it'sMore >>
Vermont's largest city has about 700 new signs! They are in French and English and can be found on all parking meters in downtown Burlington. It's a move to make the city more welcoming.More >>
Monday, June 17 2013 4:37 PM EDT2013-06-17 20:37:09 GMT
If fresh berries are your summer time treat, you'll have to wait a little longer; and you can blame it on the rain. At Paul Mazza's in Essex and Colchester, Pick-Your-Own season is about a week late.More >>
If fresh berries are your summer time treat, you'll have to wait a little longer; and you can blame it on the rain.More >>
Monday, June 17 2013 3:59 PM EDT2013-06-17 19:59:22 GMT
The third annual golf tournament to benefit the Epilepsy Foundation of Vermont is set for Monday June 24. Proceeds will benefit the good works of the foundation in the battle to fight the disease andMore >>
Epilepsy Foundation Golf Tournament set for Monday JUne 24 in South Burlington, Vermont.More >>
Monday, June 17 2013 12:35 PM EDT2013-06-17 16:35:26 GMT
One of the men involved in the Danby, Vt. incident and who was shot has died. Police say the body of Aaron Allen, 28, of Hudson Falls, N.Y., is being transported to the Vermont Medical Examiner's officeMore >>
The man who was shot in the Danby, Vt. incident has died.More >>
Monday, June 17 2013 10:31 AM EDT2013-06-17 14:31:22 GMT
Burlington Police are investigating a stabbing that happened early Sunday morning on Lower Church Street.Police say they found a 22-year-old man who had been stabbed in his upper body. The man was takenMore >>
Burlington Police are investigating a stabbing that happened early Sunday morning on Lower Church Street.More >>
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SOURCE P. Schoenfeld Asset Management LP (PSAM)
NEW YORK, March 18, 2013 /PRNewswire/ -- P. Schoenfeld Asset Management LP ("PSAM") issued a white paper today that provides detailed analysis of the proposed MetroPCS Communications, Inc. ("PCS") and T-Mobile USA, Inc. ("T-Mobile") transaction (the "Proposed T-Mobile Transaction"), and outlines for all MetroPCS shareholders an overwhelming case for why it is in the best interests of PCS shareholders to vote against the Proposed T-Mobile Transaction. PSAM's white paper will be filed with the Securities and Exchange Commission ("SEC") later today.
Following are excerpts from the PSAM white paper. To read PSAM's white paper in its entirety and a more detailed description of the arguments below, please go to the following link: www.innisfreema.com/pcs.
PROPOSED T-MOBILE TRANSACTION DOES NOT PROVIDE FULL AND FAIR VALUE TO PCS SHAREHOLDERS
A Standalone PCS is a viable and attractive alternative to the Proposed T-Mobile Transaction
The standalone alternative yields superior value to PCS shareholders, even without a revised offer from Deutsche Telekom AG ("DT") or another buyer surfacing. Standalone does not mean standstill.
Analysts agree that PCS is worth more as a standalone company than combined with T-Mobile.
Equity split does not reflect PCS's strong recent performance and does not provide the value PCS shareholders deserve
The proposed equity split, allocating 26% of the proposed combined PCS/T-Mobile post transaction (the "Combined Company") to PCS shareholders, is patently unfair to PCS shareholders, does not reflect recent exceptionally strong performance by PCS, and is based on stale and overly conservative PCS projections, according to PCS's own proxy statement; and
Limited discussions occurred with third parties and potential acquirors over an extended period of time, and no coordinated process has occurred in the present M&A, financing and industry environment to assure PCS shareholders that the Proposed T-Mobile Transaction maximizes PCS shareholder value.
Deal unfairly favors Deutsche Telekom, creates serious conflicts of interest and violates good corporate governance
The transaction unfairly favors DT, offering unequal downside protection with their $15 billion creditor position, 74% of the equity of the Combined Company, and control of the Combined Company's Board and management – representing, as a whole, serious conflicts of interest and violations of good corporate governance; and
The transaction process conducted by PCS was not designed to obtain the highest value for all PCS shareholders and the terms of the Proposed T-Mobile transaction do not provide any control premium to PCS shareholders – despite an unequivocal sale of control to DT.
$1.5 billion spectrum acquisition deduction charged to PCS is not appropriate
A $1.5 billion spectrum acquisition deduction charged to PCS is not appropriate or consistent for the contribution analysis, and no details have been provided by PCS regarding this significant capital expenditure.
THE DEAL IS IRRESPONSIBLY AND INEFFICIENTLY STRUCTURED
Proposed capital structure of the Combined Company transfers value from PCS shareholders to DT and places excess risk on PCS shareholders
The proposed capital structure is neither appropriate nor fair to PCS shareholders. It transfers value from PCS shareholders to DT and places excess ongoing risk on PCS shareholders;
There are multiple hidden transfers of significant value to DT, including above market interest rates on the $15 billion of intercompany debt to be issued by the Combined Company to DT ("the "DT Notes"); and
A capital structure with no secured debt is not remotely optimal, is highly expensive and unfairly favors the Combined Company's largest creditor, DT.
Combined Company will be over leveraged
Significantly enhanced operating flexibility would result from less leverage and a market-based capital structure; and
The DT notes have onerous call provisions and a substantial make-whole premium on the Combined Company and, as a result, limit future refinancing options.
Tremendous lack of transparency regarding the Proposed T-Mobile Transaction
Among many other issues detailed in our analysis, there has been no clarity regarding the suggested $1.5 billion PCS spectrum investment and its impact on the equity split, the source and rationale for the synergies valued at $6-$7 billion, the identity of 8 of the 11 directors of the Combined Company Board post-closing, and various other material items; and
This pervasive lack of transparency places PCS shareholders at a significant disadvantage in objectively evaluating the merits of the transaction.
THE ALTERNATIVES TO THE PROPOSED T-MOBILE TRANSACTION ARE MORE ATTRACTIVE AND OFFER BETTER DOWNSIDE PROTECTION
The value of PCS's spectrum portfolio and the alternative of operating as a mobile virtual network provide downside protection.
The market is clearly and strongly voting against the transaction and so should you
PCS's stock price is down more than 24% since the announcement of the proposed transaction on October 3, 2012, and is trading at a significant discount to the PCS standalone values presented by PCS and its own financial advisors. The market is clearly voting "AGAINST" the proposed T- Mobile transaction.
On March 12, 2013, P. Schoenfeld Asset Management LP, P. Schoenfeld Asset Management GP LLC and Peter M. Schoenfeld (collectively, the "PSAM Group") filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement (the "Definitive Proxy Statement") relating to the solicitation of proxies by the PSAM Group from stockholders of MetroPCS Communications, Inc. ("MetroPCS") in connection with the special meeting of stockholders to be held on April 12, 2013 to vote upon matters relating to the proposed combination of MetroPCS with T-Mobile USA, Inc. STOCKHOLDERS OF METROPCS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC RELATING TO SUCH SOLICITATION CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH SOLICITATION. The Definitive Proxy Statement and form of WHITE proxy card will be furnished to some or all of the stockholders of MetroPCS and will, along with other relevant documents filed with the SEC, be available free of charge at the SEC's website at http://www.sec.gov. In addition, the PSAM Group will provide copies of the Definitive Proxy Statement and accompanying WHITE proxy card without charge upon request.
About PSAM P. Schoenfeld Asset Management LP (together with its affiliates, "PSAM") was founded by Peter M. Schoenfeld and has been providing investment advisory services since 1997. PSAM invests on behalf of its clients in both equity and credit securities in global event driven opportunities, including: international consolidations, corporate restructurings, spin-offs, divestitures, and stressed and distressed credits. PSAM has offices in New York and London, which are registered with the SEC and authorised and regulated by the FSA, respectively.
For Investor Inquiries: Arthur Crozier/Scott Winter Innisfree M&A Incorporated (212) 750-5833
For Media Inquiries: Steve Bruce/Catherine Jones ASC Advisors (203) 992-1230