Agrium Inc. (NYSE: AGU) Removed from TD’s Action Buy List but target raised to $105.
Alkermes, Inc. (NASDAQ: ALKS) Cut to Hold at Jefferies.
AnnTaylor Stores Corp. (NYSE: ANN) Cut to Hold at S&P Equity Research (late Wednesday call).
Apollo Group Inc. (NASDAQ: APOL) Cut to Hold at Stifel Nicolaus; Cut to Underperform at FBR.
The Children’s Place Retail Stores, Inc. (NASDAQ: PLCE) Cut to Neutral at Susquehanna.
D.R. Horton, Inc. (NYSE: DHI) Raised to Neutral at UBS.
Ford Motor Co. (NYSE: F) Raised to Buy at Deutsche Bank.
Greenhill & Co. (NYSE: GHL) Cut to Market Perform at KBW.
J.P. Morgan Chase & Co. (NYSE: JPM) Reiterated Outperform at FBR.
Microsoft Corporation (NASDAQ: MSFT) Target Cut to $28 from $30 at Barclays.
MGM Resorts International (NYSE: MGM) Raised to Outperform at BMO.
PulteGroup, Inc. (NYSE: PHM) Raised to Neutral at UBS.
Seagate Technology plc (NASDAQ: STX) Started as Hold at ThinkEquity (late Wednesday call).
Vodafone plc (NYSE: VOD) Raised to Buy at Nomura.

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JON C. OGG

Arena Pharmaceuticals, Inc. (NASDAQ: ARNA) has filed a shelf registration statement to raise up to $150 million in any combination of Common Stock, Preferred Stock, Debt Securities, Warrants, and/or Units.  The company plans to use the proceeds “for the clinical and preclinical development of drug candidates, for discovery research for new drug candidates, for general corporate purposes, including working capital, capital expenditures and debt repayment, and potentially for the commercialization of any approved drugs.”  Arena’s market cap is listed as $325 million after a 2.7% drop down to $3.22; the 52-week range is $2.49 to $5.93.

Beazer Homes USA, Inc. (NYSE: BZH) is down after earnings came out showing the report was helped out on a note exchange gain; but it said orders were up 49% and its cancellations fell.  The offering is a 12.5 million share secondary offering along with 3.5 million tangible equity units and $300 million aggregate principal in unsecured notes due in 2018.  Shares were down 13.5% at $5.95 on already about double normal volume.  The market cap there is listed as $370 million.

Federal Signal Corporation (NYSE: FSS) announced a sale approximately $75 million in common stock to repay credit facility indebtedness associated with the recent acquisitions of Sirit and VESystems.  Shares are down 7.2% at $7.46 this morning.

Greenhill & Co., Inc. (NYSE: GHL) is down after saying it will sell 3 million shares of common stock via Goldman Sachs.  All shares are being sold by selling shareholders, so none of the proceeds will go into the Greenhill vault.  Shares are down 6.2% at $83.37 and the market cap is $2.36 billion.

Kinder Morgan Energy Partners LP (NYSE: KMP) is so large that the offering may go unnoticed.  The public offering price was $66.25 per common unit, with joint book-runners being Citi, Barclays, Goldman Sachs, J.P.Morgan, and Morgan Stanley.  Shares (units) are down 2.8% at $65.71.

KKR Financial Holdings LLC (NYSE: KFN) announced a new credit facility of $210 million versus the prior $150 million credit facility.  More importantly, it filed to sell 25 million common units and will use the sale proceeds for asset acquisitions and general corporate purposes.  Shares are down 5.9% at $8.65 and the market cap is $1.35 billion.

Pennsylvania Real Estate Investment Trust (NYSE: PEI) is lower after it priced a 9 million share secondary offering of common stock at $16.25 per share.  The market cap is listed as $730 million, and the stock is down 5.2% at $16.45 on already about 7-times normal volume.

Radian Group Inc. (NYSE: RDN) may have posted a loss $310 million on revenues of only $127.8 million (great business model there) but today’s drop is being added to after the company hired KBW and Morgan Stanley to lead a $550 million stock offering under an existing shelf registration from July-2009.  Shares are down 10.7% at $13.06.

Republic Services, Inc. (NYSE: RSG) filed late Monday before the close its automatic shelf registration statement for an undisclosed amount of Debt, Common Stock, Preferred Stock, Warrants, Stock Purchase Contracts, Stock Purchase Units, and/or Subscription Rights.  This filing was for it, Allied, and literally dozens and dozens of subsidiaries in landfills, recycling centers, compost sites, and more all over the U.S.  Shares closed up over 1.5% yesterday, but the stock is down 3.7% at $30.40 and the market cap is roughly $11.6 billion.

Not all secondary offerings take a toll on the underlying stocks (or units), although that generally seems to be the case.  And that is the case today.

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JON C. OGG

Alcatel-Lucent (NYSE: ALU) Cut to Neutral at Goldman Sachs.
Ann Taylor (NYSE: ANN) Raised to Neutral at BofA/Merrill Lynch.
AthenaHealth, Inc. (NASDAQ: ATHN) Raised to Buy at Deutsche Bank; Reiterated Hold, Target Cut to $40 at Auriga.
Autodesk, Inc. (NASDAQ: ADSK) Raised to Conviction Buy List at Golkdman Sachs.
BHP Billiton Ltd. (NYSE: BHP) Cut to Hold at SocGen.
Broadcom Corp. (NASDAQ: BRCM) Started as Hold at Auriga (late Tuesday).
Citrix Systems, Inc. (NASDAQ: CTXS) Cut to Neutral at Goldman Sachs.
Diamond Offshore Drilling Inc. (NYSE: DO) Cut to UNderperform at Credit Suisse.
Greenhill & Co. (NYSE: GHL) Raised to Outperform at KBW.
Marvell Technology Group Ltd. (NASDAQ: MRVL) Started as Buy (late Tuesday afternoon) at Auriga.
LM Ericsson Telephone Co. (NASDAQ: ERIC) Cut to Underperform at BofA/Merrill Lynch; Removed from Goldman Sachs Conviction BUy List.

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JON C. OGG

Aspect Medical Systems (NASDAQ: ASPM) rallies over 55% to $11.91 on news that Covidien had agreed to buy the company for $210 million.

Green Mountain Coffee (NASDAQ: GMCR) rallied over 6% today to $75, leading gains among its coffee-vending peers.

BanColombia S.A. (NSYS: CIB) hit a year high of $42.66 on no news but amid a continuing rally in Latin American bank ADRs.

Greenhill (NYSE: GHL) hits a new yearly high of $88.28 as boutique M&A firms continue to benefit from the instability of larger rivals.  

Garrett W. McIntyre

Greenhill & Co. (NYSE: GHL) hit a yearly high of $87.02 , likely on recently optimism concerning a pick up in M&A activity. Goldman Sach (NYSE: GS) also hit a new yearly high.

Apple (NASDAQ: AAPL) hits a yearly high of $188.90 , potentially on news that regulators may change accounting rules in a away that will raise tech profits.

Garrett W. McIntyre

• Barclays (BCS) Raised to Outperform at KBW.
• Bed Bath & Beyond (BBBY) Started as Buy at Citigroup.
• Dollar Tree (DLTR) Raised to Overweight at Barclays.
• EMC Corp (EMC) Started as Buy at Citigroup.
• Greenhill & CO. (GHL) Raised to Neutral from Sell at Goldman Sachs.
• Health Care REIT (HCN) Started as Outperform at Wells Fargo.
• NetApp (NTAP) Started as Buy at Citigroup.
• Senior Housing (SNH) Raised to Outperform at Wells Fargo.
• Williams-Sonoma (WSM) Started as Buy at Citigroup.

Elsewhere, JPMorgan is maintaining a cautious stance on Intel Corp. (NASDAQ: INTC) on poor demand expectations, but it raisedx its target to $17.00 from $12.00.

JON C. OGG

The goal here is to significantly reduce the number of fully diluted GHL Acquisition shares outstanding after the acquisition of Iridium is completed. This merger is still subject to FCC approval and subject to GHL Acquisition shareholder approval.

After today’s agreement and after prior agreements, Greenhill’s stake in GHL Acquisition after the merger will include approximately 6.9 million GHL Acquisition common shares received for founding GHL Acquisition and making an $8 million equity investment, approximately 1.9 million GHL Acquisition common shares resulting from conversion of its $22.9 million convertible note investment in Iridium, and 4 million GHL Acquisition warrants with an out-of-the-money strike prices.

More details about the shares and warrants on a post-merger basis can be seen in the company’s release.

GHL Acquisition expects that today’s agreement will be the last adjustment of valuation terms and other terms.  It currently expects that a shareholder vote on the Iridium buyout will take place in September 2009.  After this, Iridium will be a public satellite phone company… Again.

Jon C. Ogg
July 29, 2009

Arcelor Mittal (MT) Raised to Hold at Citigroup.
BB&T Corp. (BBT) Raised to Market Perform at FBR.
ev3 Inc. (EVVV) Started as Outperform at Baird.
Greenhill (GHL) Started as Outperform at William Blair.
MEMC Electronics (WFR) Raised to Buy at Citigroup.
Netezza (NZ) Started as Outperform at William Blair.
Petrobras Brasileiro (PBR) Raised to Buy at UBS.
Sybase (SY) Started as Outperform at Oppenheimer.
SunTrust (STI) Raised to Market Perform at FBR.

JON C. OGG

It won’t matter. The very best people will flee the Citi pay caps to make millions of dollars at private equity firms and hedge funds.

The federal government has proved adroit at forcing the cream of the crop, the people who create the revenue and earnings, out of America’s largest banks and brokerage firms. These people are used to making $10 million a year or better. They make their employers tens of million if not hundreds of millions of dollars in return. Talent at that level can write its own ticket. Boutique firms like Greenhill (GHL), large hedge funds, private equity operations, and foreign banks will pay the going rate to get the stars.

The Administration has made certain that the key managers at banks, their intellectual capital, will be displaced, further damaging their chances of rebounding from their worst year in decades. An operation that the government should have performed with a scalpel instead of a meat cleaver has chopped the wages of mediocre and extremely skilled bankers with the same cut.

The government can say that it saved the banks but it also took away from them their best weapons to withstand what is still likely to be a rough and dangerous future.

Douglas A. McIntyre

No underwriters and no terms have been offered and the total number ofshares which are being registered accounting for the over-allotmentoption would be a total of 4,025,000 shares of common stock.

Greenhill is an independent investment banking firm which offersfinancial advice on mergers, acquisitions, restructurings and similarcorporate finance matters. It also acts in fund placement services forprivate equity and manages merchant banking funds and similar vehiclesand commits capital to those funds and vehicles.

The company said its use of proceeds is as follows: "will be used topay amounts outstanding under our credit facility in order to providefinancial flexibility to pursue, where appropriate, the furtherexpansion of our advisory business by industry and location, formerchant banking investments and for general corporate purposes."  Thecompany will not receive any proceeds from the shares sold by itsshareholders.

Jon C. Ogg
November 5, 2008