Tuesday, May 21 2013 7:29 PM EDT2013-05-21 23:29:47 GMT
Chittenden Solid Waste District general manager Tom Moreau says the chemical aminopyralid is the herbicide found in Green Mountain Compost that ruined up to five hundred gardens last year including his. "We'reMore >>
The herbicide likely came from hay that came to the compost through manure.More >>
Tuesday, May 21 2013 7:23 PM EDT2013-05-21 23:23:32 GMT
For the first time in more than a year, we're hearing from the couple accused of brutally killing a popular St. Johnsbury teacher, Melissa Jenkins. Both Allen and Patricia Prue spoke in court today -More >>
For the first time in more than a year, we're hearing from the couple accused of brutally killing a popular St. Johnsbury teacher, Melissa Jenkins. Both Allen and Patricia Prue spoke in court today - requesting new attorneys. More >>
Tuesday, May 21 2013 6:25 PM EDT2013-05-21 22:25:01 GMT
Voters across the state of New York headed to the polls on Tuesday to vote on their school districts budgets and elect school board members. For voters in Peru, NY the reaction to the proposed budget isMore >>
Voters across the state of New York headed to the polls on Tuesday to vote on their school districts budgets and elect school board members. More >>
Tuesday, May 21 2013 6:10 PM EDT2013-05-21 22:10:06 GMT
South Burlington fire fighters say they had to close off some streets Tuesday to repair a gas leak. It happened around 2 on Hayes Avenue, as construction crews were working on a street project. FirefightersMore >>
South Burlington fire fighters say they had to close off some streets Tuesday to repair a gas leak.More >>
Tuesday, May 21 2013 5:44 PM EDT2013-05-21 21:44:30 GMT
For more than two and half years we haven't heard much from police about the death of Pat O'Hagan. That changed Tuesday when we received these federal documents that connects Michael Norrie, 22, KeithMore >>
Even with confessions of three people regarding the death of Pat O'Hagan, state prosecutors say there isn't enough evidence to charge them. Instead, federal prosecutors are hoping to use that information to lock at least one of them behind bars for a longer time.More >>
Tuesday, May 21 2013 3:32 PM EDT2013-05-21 19:32:47 GMT
Here's a timeline of events regarding Pat O'Hagan's death. On September 10, 2010, police say 78-year-old Pat O'Hagan was attacked and killed inside her Sheffield, Vt. home.The next day a friend reportedMore >>
Timeline of events regarding Pat O'Hagan's death.More >>
Tuesday, May 21 2013 2:32 PM EDT2013-05-21 18:32:54 GMT
Vermont Restaurant Week donates $6,600 to Vermont Food Bank. A press release says the money will provide 19,800 meals for families throughout Vermont "The Vermont Food Bank is thrilled to again be theMore >>
Vermont Restaurant Week donates $6,600 to Vermont Foodbank.More >>
Tuesday, May 21 2013 1:43 PM EDT2013-05-21 17:43:40 GMT
A judge denied Allen Prue's request for a new lawyer Tuesday. Earlier Tuesday, a judge also denied Patricia Prue, Allen's wife, a new lawyer. Patricia and Allen Prue are accused of strangling and beatingMore >>
A judge denied Allen Prue's request for a new lawyer Tuesday.More >>
Tuesday, May 21 2013 1:22 PM EDT2013-05-21 17:22:01 GMT
If you're looking to help the victims of the deadly tornado in Oklahoma here are some resources: Red Cross You can also text REDCROSS to: 90999. Each text will donate $10 and will be charged to your phoneMore >>
If you're looking to help the victims of the deadly tornado in Oklahoma here are some resources. More >>
Tuesday, May 21 2013 12:32 PM EDT2013-05-21 16:32:21 GMT
ABC World News With Diane Sawyer will be expanded to one hour Tuesday night. According to ABC News, the 1 hour telecast will provide information about the Oklahoma tornado. ABC22 will go on-air at 7:30More >>
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SOURCE P. Schoenfeld Asset Management LP (PSAM)
In the news release, "P. Schonefeld Asset Management Issues White Paper On MetroPCS/T-Mobile Transaction," issued March 18, 2013 by P. Schoenfeld Asset Management LP (PSAM) over PR Newswire, we are advised by the company that "P. Schoenfeld Asset Management" was previously misspelled in the release and has now been corrected. The complete, corrected release follows:
P. Schoenfeld Asset Management Issues White Paper On MetroPCS/T-Mobile Transaction
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.
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