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Friday, July 31, 2015


Original Story: usatoday.com

Whole Foods (WFM) shares dropped more than 10% Thursday after the grocer reported earnings that missed Wall Street expectations for the third quarter and cut its outlook for the year.

Whole Foods posted sales of $3.63 billion, an 8% increase from $3.37 billion in the year-ago quarter. That missed expectations for revenue of $3.7 billion. Sales at stores open at least a year increased 1.3%, a drop from an increase of 3.9% in the same quarter a year ago. A Fresno business lawyer is following this story closely.

The grocer said it expects comparable store sales in the low single digits for the fiscal year. It previously said it expected comparable sales in the low-to-mid single digits.

Whole Foods faces more competition as standard groceries and big-box retailers like Target and Walmart move more toward organic products.

The company said in May that it would diversify by opening a separate chain of stores aimed at a younger shopper, with cheaper prices. The stores are named after the company's in-house organic line, 365. The company announced Wednesday the first five locations will be Los Angeles, Santa Monica, Portland, Ore., Bellevue, Wa., and Houston. The stores average about 30,000 square feet compared to the 48,000 square feet the typical Whole Foods occupies. A Rochester small business lawyer assists clients with company formation, business succession planning, and legal consulting services.

"We remain focused on innovating and evolving to best serve our customers’ diverse purchasing preferences," co-CEO Walter Robb said in a statement.

The company earned $154 million, or 43 cents a share, for the quarter ended July 5, compared with $151 million and 41 cents a share in the year-ago quarter. Wall Street expected 45 cents a share.

Last month, Robb and co-CEO John Mackey admitted to making "some mistakes" after Whole Foods was accused by the New York City Department of Consumer Affairs of consistently overcharging for some prepackaged food in the company's New York City stores. A Memphis business lawyer is reviewing the details of this case.


Original Story: bloomberg.com

Giving up the house key makes it brave. Anyone can sleep in the office for a night, a few nights, even most of the time. But to remove the option of escaping the office entirely—that’s what makes it heroic in Silicon Valley. And Matthew Weaver is always ready to be a hero.

Like, for instance, when U.S. Department of Veterans Affairs Secretary Robert McDonald came recruiting last year for coders willing to provide their services to their country, promising that his hires could create their own titles. Weaver took the job and then told his new boss, “Bob, this is the part where I hold you to your word.” Weaver is now Rogue Leader of the Digital Service for Veterans Affairs.

Or there’s the time in 2005, when Weaver, then a 27-year-old “site ecologist” at Google, decided on a friend’s dare to do away with his 90-minute commute by living out of an RV in the Google parking lot. Other Googlers had been known to sleep on-site for a few days or weeks. To win the dare, Weaver had to last a full year. He did, and his record stood for about five years. Then Ben Discoe, another programmer, arrived at Google knowing nothing of Weaver’s feat. “An RV” Discoe says when asked about it recently. “That’s cheating.”

In Silicon Valley mythology, sleeping at the office is second only to working out of a garage. According to a new biography by Bloomberg Businessweek staff writer Ashlee Vance, Elon Musk dozed on a deskside beanbag at one of his startups and showered at a YMCA, where he kept a change of clothes in a locker. Like many tech founders, Box Chief Executive Officer Aaron Levie worked out of his home, hiring people to work there until home wasn’t big enough. When the company moved to a bigger office, he took his bed. “I don’t think there was any downside,” he says. “I don’t think in any circumstance I would have been able to date anybody anyway, being pretty uncool and working all the time.”

While it makes sense for a founder to work where he lives, then live where he works, it’s a little different for software programmers, for whom giving up the key is less about devotion to a company than the quality of their code. “All of Silicon Valley is based on character defects that are rewarded uniquely in this system,” says Po Bronson, the author of The Nudist on the Late Shift, his 1999 study of Valley social mores, which included a photo of Yahoo! co-founder David Filo curled up in a sleeping bag beneath his desk after he was already a billionaire. “The utilitarian mind that gets them to code and think about things logically would say, ‘What’s the difference between sleeping on a bed and sleeping on a carpet? This is just a realm of convention.’”

When Weaver broke with convention, he bought a 24-foot 1995 Safari Roadtrek RV and parked it in Google’s lot, next to a building named Pi. He put some AstroTurf outside his door, surrounded it with a white picket fence, and invited co-workers to hibachi barbecues and regular Thursday evening cocktails. He ate the free Google meals, used the Google bathrooms, and showered in the Google gym.

Weaver got friendly with security. He dated when he was out of town. Sure, there were challenges. It turns out that RVs aren’t very insulated against cold and rain, the way most homes are. And it gets colder in Mountain View, Calif., than he expected. “Every exterior surface was a place where condensation happened,” he says. “Every wall, every window—they would all be coated in running moisture.” But minor inconveniences weren’t going to get between an engineer and his dream. “For a few months, I kept all my clothes in sealable plastic boxes and rotated a set of desiccants from the office,” he says. “You know, those silica ‘do not eat’ packages?” Weaver made it 54 weeks before finally moving to an apartment. (Google declined to comment for this article.)

Discoe, 44, lived at Google for 56 weeks, from October 2011 to November 2012. He has a long gray ponytail and clear blue eyes and is wearing an old T-shirt from the 1990s, back when he threw a lot of raves. He barely glances at the cocktail menu of an Oakland restaurant called Hopscotch before choosing an ectoplasm. He can’t resist the Ghostbusters reference.

In the interest of efficiency, he hands me his Samsung smartphone to save time describing himself. On the cracked screen, there’s a comic strip about how your favorite type of map reveals your personality. Discoe is a hard-core fan of the Dymaxion Map—Buckminster Fuller’s way of flattening the globe into a 20-sided mess that shows the earth’s landmass contiguously. The cartoon caption reads: “You like Isaac Asimov, XML, and shoes with toes. You think the Segway got a bad rap. You own 3D goggles, which you use to view rotating models of better 3D goggles. You type in Dvorak.”

Discoe points at the screen. “When I read this, I was like, ‘Does he know me?’ There’s only really me who fits this description. All my other socks are toe socks,” he says, excusing the regular socks he’s wearing with flip-flops. “I need to do laundry.”

In 2011, Discoe was newly divorced. The paradise he had planned with his wife when they moved from Manhattan to rural Ahualoa, Hawaii, to raise children in the same house he grew up in, fell apart before the kids came. He had alimony and a mortgage on the Hawaiian farm and had recently moved to the Bay Area to take a job at 510 Systems, working on a driverless car. (Discoe found that ironic, since as a resolute environmentalist he loathed cars and always biked to work.) In 2011 employees voted on whether to let Google buy the company. “My vote was to get bought by Google,” he says. “That’s like winning the freaking lottery.”

The only problem with the lottery win was that it meant paying rent in the South Bay. Sure, even paying alimony, he could afford a $2,000 apartment; he was earning a salary of $135,000. It just didn’t seem logical. “Only a fool would pay rent in the Bay Area,” he says. “People are curiously inflexible and locked into their programming. They want respect from their peers and to be considered normal. I never sought those things.” He picks up a handful of shredded, fried sweet potato with his hand and stuffs it into his mouth.

Looking back, Discoe’s childhood could be said to have prepared him to live out of a vehicle. His parents, in their second marriage of four apiece, met in Berkeley and got involved in Zen. His dad became a Buddhist priest and moved the family to the Hawaiian countryside. After the divorce, both of his parents moved back to Northern California; when he was 7, he moved again to Hawaii. He was one of the only white kids, and by far the nerdiest. It was so socially uncomfortable he persuaded his mom to home-school him. Then, when he was 10, his dad gained custody and moved him to Mill Valley, Calif. In Discoe’s online bio, he writes that his years in Mill Valley were a time of “total alienation at school for being smart, long sickening school bus trips and general, all-around misery.” He moved back to Hawaii for the last three years of high school, and it wasn’t any better. He got into Caltech based on the programs he had written but dropped out after two years, unable to keep up after a lifetime of not focusing on school.

When you move that much, immerse yourself that deeply in computer coding, and are raised Zen, you don’t care about possessions. For a long time, Discoe owned one pair of shoes. When he became a Google employee and rejected the idea of getting an apartment, he realized that all his stuff could fit quite easily in a van. He went on Craigslist and paid $1,800 for a white 1990 GMC Vandura.

Google’s internal Wiki, now defunct, had an entry on “Living at Google.” Like a few of the people who offered tips on the page, Discoe put a twin mattress in the back of the van, sawed 2 inches off an Ikea frame, and built some shelves underneath it. The Vandura was a “burner van” that had taken many trips to Burning Man and had been custom-fit with handmade green curtains, wood panels, and blue velour. It never moved from its parking space. “The thing is a V8. I’d shred my environmental credentials if I drove it,” Discoe says.

He not only ate free but also as healthily as he ever had, preferring Google’s Café 150, which sources all of its organic ingredients within 150 miles. “If you’re bored of Google food, just move on to another restaurant,” he says of the 25 places to eat on campus. “It was awesome.” He charged his phone, tablet, and laptop in the office. If he needed the bathroom in the middle of the night, he would badge back into the building. Other than his mobile phone bill, Clipper card for public transportation, and laundry service, his living expenses were close to zero.

Unlike Weaver, Discoe didn’t invite people to barbecues or cocktail hours. He parked by Permanente Creek, which runs through the Googleplex, and the few people at work who found out about it would always break into the same impression of Chris Farley as a motivational speaker on Saturday Night Live: “I am 35 years old! I am divorced! And I live in a van down by the river!”

It wasn’t the happiest existence, especially when Discoe thought of Hawaii. “I was sad, missing my home and my community and my chickens and my tea,” he says. “Being in a corporate parking lot far from my home is sad that way. I could talk for hours about my chickens. The sustainable future of humanity is not possible without chickens.”

Discoe kept his van life up through the cold winter to save money to pay off his farm and retire early, which he’s on track to do next year. His farm, he believes, is one of the few places that will be fine when the environmental dystopia slowly arrives. “It was all about being able to afford a place for my grandchildren,” he says about avoiding rent. The irony is that it was hard to find a woman who wanted to have kids with a guy who slept in a van.

He didn’t mention living in a parking lot in his OKCupid profile, though he worked in the fact that he owned a farm in Hawaii. “You mention the van on the third date, once there’s an emotional buy-in,” he says. He always waited until after he dropped the “G-bomb” about his employer. “My little running joke was, ‘I keep a little place, close to work.’” When dates went well, he went to their place. Almost always. “One girl wanted to make out—not full sex but just make out,” he says. “The bed groaned. It was not really meant for two people.”

Google wasn’t the first office where Discoe slept. When he worked at Intel’s graphics workshop lab in 1997, he laid some cardboard down on the floor of his cubicle, put some silk around the bottom, hung a disco ball, put one of those soothing Zen water fountains on top, and slept in a sleeping bag. He stayed at his girlfriend’s house a lot and even got her to come to “his place,” though they didn’t have sex. “She was a pretty cool raver girlfriend to be even down with sleeping there,” he says.

In 2012, when Google transferred Discoe to a job he found boring, he left, landing at Leica Geosystems, in San Ramon, Calif., where he works in mapping. Even without the company’s infrastructure, he continued to live in his van, parking outside the Hacker Dojo—a giant co-working space in Mountain View with cheap membership that Discoe calls “a halfway house for overqualified geeks.” There were four other coders sleeping in vans in the parking lot.

“Finally,” Discoe says, “I wasn’t alone.”

When he did get a long-term girlfriend, she made him move to an apartment, which he wasn’t happy about. “Two freaking thousand dollars to rent basically a basement in the Mission District. Freaking insane,” he says. “She never even went there. We broke up.”

He has another girlfriend now, one he hopes will move with him to Hawaii and make babies and help him sell the tea he grows himself and roasts in his mom’s wok. They live together in a place with four walls in Oakland, though he still has the van. As our dinner wraps up, Discoe ties his hair back into a ponytail and leaves to go meet his girlfriend at San Francisco International Airport. She’s been gone for two weeks. “I’ve had no reason to come home after work,” he says. “So I’ve been sleeping in the van.”

Living entirely inside the Google office building can’t be done, he says. “There’s no comfort or privacy, and the vacuum cleaner comes at 2 a.m. Those Google nap pods are a joke. It’s an awkward bench with a cone over your head. It couldn’t hold a candle to the van.”

But on Quora, the online forum for specialist knowledge, a senior engineer boasts of having indeed lived inside Google for more than a year. Overlapping with the period Discoe was by the creek in his van, the poster claims to have spent 13 months sleeping in a combination of nap pods, beanbags, meditation rooms, massage rooms, and every windowless conference room with a sofa. The engineer wishes to remain anonymous.


Original Story: chicagotribune.com

Snoop Dogg sued Pabst Brewing Co. on Monday, claiming the beer-maker owes him a portion of its proceeds from the company's sale last year.

The breach-of-contract lawsuit seeks 10 percent of the net sales price paid to Pabst for its Colt 45 malt beer line, which was included in last year's sale to beer entrepreneur Eugene Kashper and an investment firm. A San Diego contract lawyer represents clients in breach of contract cases and contract litigation.

Snoop Dogg signed a three-year agreement in 2011 to endorse Colt 45's fruit-flavored beer called Blast by Colt 45. The lawsuit states his contract called for him to receive a portion of the sale price if Pabst sold its Colt 45 operations before January 2016.

His contract also called on the rapper to consult with Colt 45's marketing team at least once a year on how he could integrate Blast by Colt 45 into his concerts, interviews and social media posts. Snoop Dogg received an upfront payment of $250,000 and an additional $20,000 for every 10th mention of the beer on social media, TV or during a concert. A San Francisco contracts lawyer is following this story closely.

The contract also called for the rapper to receive a royalty on each case of Blast by Colt 45 that was sold.

Pabst did not immediately return an email message seeking comment.

The lawsuit states Pabst told the rapper that the sale didn't trigger the clause entitling him to sale proceeds.

The deal to sell Pabst to Kashper and San Francisco-based TSG Consumer Partners LLC was finalized in November. No purchase price was announced, but the lawsuit filed by the rapper's attorney, Alex Weingarten, states Pabst was reportedly sold for $700 million. It is unclear how much of the sale price was for the Colt 45 line of beers.

In addition to Colt 45 and its namesake beer, Pabst Brewing Co. makes Old Milwaukee and Schlitz.


Original Story: chicagotribune.com

Pabst Brewing Co. said Wednesday it is coming home to open a new brewery and restaurant next year on the site of its original Pabst Brewery in Milwaukee.

The Los Angeles-based beer company said it plans to sign a multiyear lease on a building within the former Pabst brewery complex near downtown Milwaukee and expects to open to the public in summer 2016. A Rochester business lawyer assists clients in commercial loans, lease agreements, and liquor licensing and appeals.

Pabst traces its roots to 1844 in Milwaukee, but closed its brewery there nearly 20 years ago. The company's brands include its flagship Pabst Blue Ribbon as well as Lone Star, Rainier, Ballantine IPA, Schlitz, Old Style, Stroh's and Old Milwaukee.

The new brewery would make many of Pabst's pre-Prohibition brands as well as new craft beers inspired by recipes from the company's archives. The brewery will include a tasting room, beer garden and a restaurant and bar. A Harrisonburg alcoholic beverage lawyer is following this story closely.

"The launch of this brewery in Pabst's original home represents a long-awaited return to our roots," current owner and CEO Eugene Kashper said in a statement.

Kashper and his partners bought Pabst in November. The previous owners moved the company's offices from suburban Chicago to Los Angeles after buying Pabst in 2010. A Rochester real estate lawyer is assists clients in the transfer of interests in real property and in real property financing.

The former Pabst complex in Milwaukee has been renovated to include the Brew House Inn & Suites, the University of Wisconsin-Milwaukee's School of Public Health, apartments and other developments. The new brewery and tasting room will open in a former church that was later used as a Pabst employee training and conference center, the Milwaukee Journal Sentinel reported.

Thursday, July 30, 2015


Original Story: latimes.com

Pharmaceutical company Allergan has agreed to sell its generic drug unit to Teva Pharmaceutical Industries of Israel for $40.5 billion, a move that will enable Allergan to focus on branded drugs, including blockbuster wrinkle treatment Botox.

The acquisition is the latest in a series of pharmaceutical industry mergers and acquisitions, and the latest reconfiguration of Actavis, the Irish drug company that bought Allergan in November and took over its name. An Amarillo M&A lawyer is knowledgeable in all areas of M&A and general acquisitions law, including but not limited to leveraged buyouts, company reorganizations, and mergers and acquisitions.

On Monday, the new Allergan agreed to sell its generic brand division to Teva. Allergan will receive $33.75 billion in cash and $6.75 billion in Teva stock. Analysts said it was the largest acquisition ever by an Israeli company.

Teva is the world's largest maker of generic drugs. The company said the acquisition would provide patients with more access to affordable medicines.

"Our acquisition of Allergan Generics ... will accelerate our ability to build an exceptional portfolio of products, both in generics and specialty as well as the intersection of the two," Teva Chief Executive Erez Vigodman said in a statement. An Aiken M&A lawyer is following this story closely.

Brent Saunders, chief executive of Allergan, said in a statement that the sale would help his company enhance its "global-branded pharmaceutical business and strengthen our financial position."

"While we were not actively seeking a buyer for our generics business, Teva presented an offer at a very compelling valuation that reflects and recognizes the significant value that our global generics team has generated in creating and managing a world-class generics business," Saunders said.

In addition to Botox, Allergan retains Restasis, a treatment for chronic dry eye that generated $1.1 billion of sales last year, as well as Juvederm, another wrinkle treatment, and a host of other branded medicines.

In November, Actavis agreed to pay $66 billion to acquire Allergan, the Irvine-based maker of Botox and a line of ophthalmic medicines. The companies combined under the Allergan name and retained Actavis' headquarters in Dublin, Ireland.

The new Allergan has U.S. headquarters in New Jersey and continues to have a presence in Irvine. A Roseland M&A lawyer is reviewing the details of this case.

Teva's leadership has been saying for months that it believes some of the biggest generic drug companies should combine to save money and become more efficient.

A big deal like this would enable Teva to improve its profitability by cutting jobs and other overlapping costs from the combined businesses. The deal also would increase its leverage in negotiating drug prices in key markets like the United States, where insurers, employers and other payers are pushing to hold down rising healthcare costs that have outpaced inflation for years.


Original Story: detroitnews.com

Several Michigan-based companies posted second-quarter earnings Thursday.

Dow Chemical Co. reported second-quarter profit of $1.22 billion.

On a per-share basis, the Midland-based company said it had net income of 97 cents. Earnings, adjusted for non-recurring gains, came to 91 cents per share. A Los Angeles investment lawyer is following this story closely.

The results topped Wall Street expectations. The average estimate of seven analysts surveyed by Zacks Investment Research was for earnings of 81 cents per share.

The specialty chemicals maker posted revenue of $12.91 billion in the period, which did not meet Street forecasts. Five analysts surveyed by Zacks expected $13.11 billion.

Dow Chemical shares have risen almost 10 percent since the beginning of the year, while the Standard & Poor’s 500 index has climbed almost 3 percent. The stock has decreased roughly 5 percent in the last 12 months.

CMS Energy Corp. disclosed a second-quarter net income of $67 million. A Boston investment lawyer provides assistance to clients in investment matters.

On a per-share basis, the Jackson-based company said it had profit of 25 cents.

The results did not meet Wall Street expectations. The average estimate of three analysts surveyed by Zacks was for earnings of 33 cents per share.

The energy company posted revenue of $1.35 billion in the period.

Automotive manufacturer Gentex Corp. reported second-quarter net income of $74.6 million.

The Zeeland-based company said it had net income of 25 cents per share.

The results matched Wall Street expectations.

The maker of automatic-dimming rearview mirrors posted revenue of $379.3 million in the period, exceeding Street forecasts. A Dearborn corporate lawyer advises clients on financial and tax implications.  

Gentex shares have fallen 9 percent since the beginning of the year. The stock has climbed 14 percent in the last 12 months.

Syntel Inc., an information technology outsourcing company based in Troy, announced second-quarter earnings of $60.6 million.

On a per-share basis, the company said it had net income of 72 cents.

The results exceeded Wall Street expectations.

Tuesday, July 28, 2015


Original Story: freep.com

Johnson Controls said Friday that it will spin off its $22-billion automotive seating and interiors business into a separate company sometime over the next 12 months as part of CEO Alex Molinaroli's push to move away from the automotive industry and redefine the Milwaukee-based company as a "multi-industrial."

The decision comes about six weeks after Molinaroli announced the company would explore a variety of options for the automotive division, including a sale to a buyer. A Kentucky automotive lawyer is reviewing the details of this case.

It was not immediately clear is how the spin-off will affect the company's nearly 2,000 employees who work in JCI's interiors division at tech centers in Plymouth and Holland.

JCI's automotive division has long been one of the world's largest automotive suppliers. Last year, it accounted for nearly 51% of the company's $43 billion in revenue.

"This is a great opportunity for our Automotive Experience business to further its position as the global leader in automotive seating and interiors," Molinaroli said in a statement. "At the same time, Johnson Controls will move forward with our multi-industrial strategies and make investments in our core growth platforms around buildings and energy storage." A North Carolina automotive lawyer assists clients in acquisitions and divestitures, workouts and bankruptcies, technological developments and in general commercial transactions.

While the company's automotive seating business was performing well, Molinaroli said the capital investment necessary to keep it competitive was increasing.

JCI also makes heating and cooling systems for buildings, conventional lead-acid batteries for the automotive industry as well as lithium-ion batteries. The automotive battery business will remain with JCI and not be part of the spin-off.

Once the spin-off of the automotive division is completed, Bruce McDonald, Johnson Controls vice chairman and executive vice president, will serve as the chairman and CEO of the new company. Beda Bolzenius will serve as president and chief operating officer. An Ohio automotive lawyer is following this story closely.

JCI announced the news on the same day it released third-quarter earnings. The company said it earned a profit of $207 million for the three months June 30 compared with $199 million for the same period a year ago.

The company reported revenue of $9.6 billion for period, down from $9.8 billion for the same period a year ago.

Its stock rose 24 cents per share, or 0.5%, in early morning trading to $46.58.

JCI's decision to put its automotive division up for sale also comes as the company is in the final stages of transforming its automotive interiors division.

Johnson Controls reached an agreement in April to form a joint venture for its automotive interiors business with Yanfeng Automotive Trim Systems, a wholly owned subsidiary of Huayu Automotive Systems. That agreement was reached about one year after the companies announced their intent to form the company. A South Carolina automotive attorney represents clients in the automotive industry.

The new joint venture, called Yanfeng Automotive Interiors, was officially formed on July 2.

According to JCI, that joint venture is now the largest automotive interiors company in the world with revenues of approximately $8.5 billion.

Monday, July 27, 2015


Original Story: nytimes.com

The health insurer Anthem said on Friday that it had agreed to acquire its rival Cigna for $48.3 billion in a deal that would further concentrate the United States market to just a few major players.

The combined company would have estimated revenue of about $115 billion and serve more than 53 million people with medical coverage. An Atlanta healthcare litigation attorney is following this story closely.

A flurry of deals are reshaping the industry. Earlier this month Aetna agreed to acquire Humana, the smallest of the big five insurers, for $37 billion in cash and stock. If both transactions are completed, the number of major health insurers in the United States will shrink to three.

Health insurers are seeking to consolidate to gain greater scale to reduce costs and capitalize on growing opportunities in the government and individual markets. A major force has been the Obama administration’s health care overhaul, which has bolstered revenues. But greater transparency in pricing and less generous funding of government plans have also put profit margins under pressure.

Alex Cullen, an analyst with Forrester Research, said that the challenge for all health insurers was moving from “a plan and claim-centric model to a customer-centric model.” Making that transition while completing a merger will be difficult, he said. An Atlanta healthcare litigation lawyer is reviewing the details of this case.

“I would expect a lot of angst within Anthem management on how to execute on a customer-centric strategy,” Mr. Cullen said.

Anthem said on Friday that it expected to achieve nearly $2 billion in annual cost savings as a result of the merger. Anthem said there would be one-time charges of $600 million over a two-year period associated with the merger.

“We believe that this transaction will allow us to enhance our competitive position and be better positioned to apply the insights and access of a broad network and dedicated local presence to the health care challenges of the increasingly diverse markets, membership, and communities we serve,” Joseph R. Swedish, the Anthem chief executive, said in a news release.

Mr. Swedish will oversee the combined insurer.

Anthem, based in Indianapolis, operates Blue Cross plans in 14 states and has a strong presence in offering Medicaid plans. Cigna, based in Bloomfield, Conn., is best known for offering plans through employers and selling other kinds of insurance like dental and disability. A Birmingham healthcare lawyer represents clients in business operations and representative matters.

Unlike Cigna, Anthem has been a major presence on the public insurance marketplaces created by the federal health care law.

The recent appetite for deals among insurers was recently whetted by the Supreme Court’s upholding of the portion of the Affordable Care Act that subsidizes consumers who buy policies through the government’s online marketplace.

Under the terms of the deal, Anthem said it would pay $103.40 a share in cash and 0.5152 share in Anthem stock, or $188 a share. That represents a 38.4 percent premium to Cigna’s closing price on May 28, before news of Anthem’s interest emerged. Based on Cigna’s most recent disclosure of shares outstanding, the deal would value its equity at $48.3 million. Including the assumption of debt, Anthem said the deal would value Cigna at $54.2 billion.

After the deal is completed, Anthem shareholders will own 67 percent of the combined company, while the remaining 33 percent will be owned by Cigna shareholders.

David M. Cordani, the Cigna president and chief executive, will serve as president and chief operating officer of the combined company. The Anthem board of directors will also be expanded to 14 members and will include Mr. Cordani and four independent directors from Cigna.

The transaction is subject to shareholder and regulatory approval, and it is expected to close in the second half of 2016. A Pittsburgh healthcare lawyer represents physicians, hospitals, health systems, long-term facilities and other health care providers in a broad range of health care matters.

The deal has long been foretold. Anthem went public with its offer last month, saying that it had been in talks with Cigna over a possible combination since August.

It is possible that regulators in the United States could block some mergers: Antitrust officials at the Justice Department and the Federal Trade Commission have shown an increasing willingness to do so if they believe the alliances could hurt consumers.

Analysts have said that antitrust regulators would probably allow only some deals to go forward, and that they could stop others if they decided that too much power was being concentrated in too few hands.

The question remains what UnitedHealth Group, the largest health insurer in the United States, will now do.

UBS and Credit Suisse and the law firm White & Case advised Anthem, while Morgan Stanley and the law firm Cravath, Swaine & Moore advised Cigna.

Friday, July 10, 2015


Original Story: wxyz.com

NEW YORK - NEW YORK (AP) — A raid at the home of "Subway guy" Jared Fogle is just the latest trouble to hit the ubiquitous sandwich chain.

The company has been struggling with sales, its CEO was diagnosed with cancer and it's trying to persuade customers that its food delivers value and quality ingredients. A Fairfield County franchise lawyer provides professional legal counsel and extensive experience in many aspects of franchises and franchising law.

Here's a look at the challenges facing Subway, the largest restaurant chain with about 44,000 locations globally:


Subway is privately held and doesn't publicly report its financial results. But last year, market researcher Technomic said average annual sales at U.S. Subway locations fell 3 percent to $475,000. That was the first decline since 2006.

The company hasn't explained what it thinks might be hurting sales. But in an interview last month with The Associated Press, Subway Chief Marketing Officer Tony Pace noted that sales are a "multi-variable equation," and that value promotions and prices don't get a lot of attention.

That suggests one factor affecting performance could be Subway's shift away from its $5 Footlong deal.

"It's a challenging thing for chains that have built so much of their business off of a discount," said Jonathan Maze, senior finance editor at the trade publication Nation's Restaurant News. An Atlanta franchise attorney provides strategic advice to individuals, entrepreneurs, and franchise companies concerning business opportunity, business development, and litigation issues. 

Maze compared the $5 Footlong to the Dollar Menu at McDonald's. As ingredient prices have climbed, both chains have tried to steer customers to other deals. Last year, Subway rolled out a $6 meal combo that includes a six-inch sub, chips and a drink.

But psychologically, Maze noted $6 just doesn't have the same ring as $5.


Perceptions of what is healthy are always in flux, which means food makers can suddenly find themselves on the wrong side of a trend. Subway, for instance, could be hurting from the popularity of gluten-free diets.

Food industry executives also say people are showing more interest in things like ingredients and quality, rather than calories and weight loss. That has prompted several companies, including Subway, to vow that they'll get rid of artificial ingredients. A Chicago product liability lawyer is following this story closely.

Still, Subway may still be hurting from a petition last year that called on it to remove azodicarbonamide from its bread, saying the ingredient is also used in yoga mats. The chain later said it had already been in the process of removing the ingredient, which is widely used in a variety of breads.

After its removal, Subway ran TV commercials noting its bread contains no high-fructose corn syrup, artificial trans fats or azodicarbonamide. One store in New York City also had fliers this week with the same message under the heading, "Our Best Bread Yet!"


Subway announced two years ago that its CEO and co-founder, Fred DeLuca, was diagnosed with leukemia. It said DeLuca was focusing on his health, but that he was in regular contact with his management team from his home in Florida.

Then last month, Subway said DeLuca's sister, Suzanne Greco, would take over as president, while DeLuca remained CEO. The company said at the time that the 67-year-old DeLuca remains "very active" in the company.

Last year, a soft-spoken DeLuca had met with reporters in New York City to talk about the business. Subway declined to share specifics on DeLuca's condition last month.

Calls to phone numbers listed for DeLuca and Greco went unanswered Tuesday and Wednesday.


Subway has 27,000 locations in just the U.S., nearly twice as many as McDonald's, but it isn't immune to pressure from competition.

Sandwich chains Jimmy John's, Jersey Mike's, Firehouse Subs and Potbelly are all far smaller. But each expanded its footprint last year, and each also has far higher average annual sales per store than Subway, according to Technomic. At $1.2 million a year, Potbelly's average annual sales per store was more than double that of Subway's. A Rochester small business lawyer assists clients in developing successful business plans for all aspects of their business. 

In the meantime, Subway franchisees may be feeling pinched.

In addition to operational costs for things like equipment and rent, franchisees are subject to a variety of fees. At Subway, those include a royalty fee of 8 percent of sales on a weekly basis, according to a document filed by Subway's parent company Doctor Associates Inc. earlier this year.

An advertising fee of 4.5 percent of sales is also deducted on a weekly basis.

A representative for the North American Association of Subway Franchisees wasn't immediately available for comment.


It's still not known what federal and state authorities hoped to find on electronics removed from Fogle's home Tuesday. But Fogle's attorney, Ron Elberger, said his client wasn't charged or arrested. He said Fogle was cooperating with the investigation "and looks forward to its conclusion."

Subway also said in a statement that Fogle "expects no actions to be forthcoming."

Still, the company said it mutually agreed with its famous pitchman to suspend their relationship. Earlier, the company had already scrubbed references to Fogle on its website. And the news nevertheless casts a shadow on Fogle, who was widely seen as a regular guy who became one of the most recognizable figures in the restaurant industry.