Securities Digest for October 26, 2015

October 27, 2015

SECurities Digest NewsletterStay connected to the top weekly transactions with the SECurities Digest Newsletter from Business Law Center on WestlawNext. With Business Law Center, you’ll get the deal and SEC filing highlights you need delivered right to your inbox.

See below for featured transactions in each of the following categories:

• Mergers & Acquisitions
• Offering Summaries
• No-Action Letters
• SEC Comment Letters
• International Prospectuses & 144As

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Mergers & Acquisitions See all recent M&A >

Target Acquiror Amount Description Filing Date Deal Summary
SolarWinds, Inc. Thoma Bravo/Silver Lake Partners $4.5 Billion Going private LBO for a 43% premium over their stock price on October 8th, the day before they announced the exploration of strategic alternatives. October 21, 2015 Deal Summary
SanDisk Corporation Western Digital Corporation $19 Billion Cash/stock combination merger where the amount of cash and stock will vary depending on the closing status of a previously announced equity investment in the acquirer by Unisplendour Corporation Limited. October 21, 2015 Deal Summary
KLA-Tencor Corporation Lam Research Corporation $10.6 Billion Cash/stock merger that values KLA at $67 per share, a 24% premium to the previous day’s closing price. October 21, 2015 Deal Summary


Offering Summaries See all recent Offering Summaries>

Issuer Security Amount Description Filing Date Offering Summary
Viventia Bio Inc. Common Stock $86.25 Million Canadian-headquartered biologics oncology company files IPO. Issuer will use portion of proceeds to complete clinical trials. October 21, 2015 Offering Summary
Ballast Point Brewing & Spirits, Inc. Class A Common Stock $172.5 Million San Diego-headquartered brewer and distiller with positive net income files IPO. Founder will retain control with supervoting stock. October 19, 2015 Offering Summary
Merus B.V. Shares $60 Million Netherlands-headquartered clinical-stage immuno-oncology biotech files IPO to become a controlled foreign private issuer trading on NASDAQ. October 19, 2015 Offering Summary


International Prospectuses & 144As See all recent International Prospectuses >

Issuer Security Amount Description Filing Date Filings
Equiniti Group plc Ordinary Shares GBP 279.5 Million UK-headquartered payment services provider files IPO. Issuer will use the proceeds in part to repay outstanding notes. October 16, 2015 Filings
Codeis Securities S.A. Notes EUR 104 Million Issuer is selling notes tied to the Euro Fixed Div 135 Index, which is calculated and maintained by STOXX specifically for Societe Generale. October 15, 2015 Filings
China Reinsurance (Group) Corporation H Shares HKD 13.88 Million China’s only domestic reinsurance group files IPO in Hong Kong. October 13, 2015 Filings


SEC Comment Letters See all recent SEC Comment Letters >

Issuer Description Filing Date Documents
Baidu, Inc. Baidu informs Staff that they will use revenue rather than traffic as the primary metric to measure their mobile business, despite indications in a previous letter to the contrary. September 22, 2015 Documents
Olin Corp Staff completes review of tender offer rules, fairness opinion fees, and other items pertaining to Reverse Morris Trust transaction by Olin and Dow Chemical. September 2, 2015 Documents
PayPal Holdings Staff releases lengthy comments on Ebay’s 10-K and Paypal’s Form 10 regarding the spinoff transaction effective July 20, 2015. June 29, 2015 Documents


No-Action Letters See all recent No-Action Letters >

Issuer Rule Description Filing Date Letters
Symantec Corporation 14a-8(e)(2) Staff concurs with request to exclude McRitchie Proxy Access proposal on the basis of late submission. 80-day requirement of Rule 14a-8(j)(1) also waived. October 15, 2015 Letters