Streetinsider.com's Hot Lunchtime Reads 10/2: (SCTY) (TSEM) (RCAP) (ADSK) Oct 2, 2014 12:08PM

The following is a list of notable articles to help get you through the lunch hour:
  • SolarCity (SCTY), Vivint Solar (VSLR) Lower; California Rooftop Solar Incentives Start to Dry Up -> Read this!

  • Chardan Capital Says to Buy Towerjazz (TSEM), Sell Himax (HIMX) as Q414 Begins -> Read this!

  • RCS Capital (RCAP) Ratings Affirmed by Moody's -> Read this!

  • Credit Suisse Upgrades Autodesk (ADSK) to Outperform -> Read this!

  • MKM Partners Starts Morgan Stanley (MS) at Buy -> Read this!


Notable Analyst Rating Changes 10/2: (TWTR) (ADSK) (AKS) Upgraded; (JPM) (ENPH) (ETN) Downgraded Oct 2, 2014 10:46AM

UPGRADES
PMorgan raises Twitter, Inc. (NYSE: TWTR) from Neutral to Overweight and moves its price target from $54 to $64. Click Here for more color.

Cowen upgrades Autodesk (Nasdaq: ADSK) from Market Perform to Outperform with a price target of $65.

Deutsche Bank lifts AK Steel (NYSE: AKS) from Hold to Buy with a price target of $10. Click Here for more color.

Wells Fargo moves Kinder Morgan (NYSE: KMI) from Market Perform to Outperform with a price target of $46 - $48. Click Here for more color.

For daily real-time Upgrades go to http://www.streetinsider.com/Upgrades

DOWNGRADES
UBS drops JPMorgan (NYSE: JPM) from Buy to Neutral with a $64 price target. Click Here for more color.

BofA/Merrill Lynch cuts Enphase Energy (Nasdaq: ENPH) from Buy to Neutral, but raises its price target from $13 to $16. Click Here for more color.

Oppenheimer chops Eaton Corporation (NYSE: ETN) from Outperform to Perform and removed its $80 price target.

Jefferies downgrades PNC Financial (NYSE: PNC) from Buy to Hold and moves its price target from $95 to $94. Click Here for more color.

For daily real-time Downgrades go to http://www.streetinsider.com/downgrades

NEW COVERAGE
FBN Securities initiates Microsoft (Nasdaq: MSFT) with a Outperform rating and $55 price target. Click Here for more color.

Stifel assumes Splunk (Nasdaq: SPLK) at Buy with price target of $65.

Guggenheim starts Merck (NYSE: MRK) with a Neutral rating.

MKM Partners begins Morgan Stanley (NYSE: MS) with a Buy rating and price target of $41.

For daily real-time New Coverage go to http://www.streetinsider.com/New+Coverage

Visit our new Ratings Insider portal to get the most comprehensive and up-to-date analyst coverage on the Street.


Notable Mergers and Acquisitions of the Day 10/2: (BRK-A) (RLD) (DOV) (BHP)/(WLT) Oct 2, 2014 09:52AM

* Berkshire Hathaway (NYSE: BRK-A) (NYSE: BRK-B) is acquiring auto dealership company Van Tuyl Group, the nation’s largest privately-owned auto dealership group and which ranks fifth among all U.S. auto dealership groups.

While terms were not disclosed, on CNBC, Warren Buffett said revenue per year is around $9 billion.

After becoming a part of the Berkshire Hathaway family of businesses, the company will be known as Berkshire Hathaway Automotive. Berkshire Hathaway Automotive will continue to be led by Larry Van Tuyl, who will become Chairman, and Jeff Rachor, who will assume the role of Chief Executive Officer, as well as its experienced senior management team. Berkshire Hathaway Automotive will be headquartered in Dallas, Texas and will continue to pursue its strategy of operational excellence and disciplined acquisition growth, which is no change to the business model the company has pursued for the last 62 years.

“The Van Tuyl Group fits perfectly into Berkshire Hathaway from both a financial and cultural viewpoint. Larry Van Tuyl along with his father, Cecil, spent decades building outstanding dealerships operated by local partners. In recent years, he has shared management with Jeff Rachor, a seasoned auto retailer who will retain a financial interest in all dealerships. The Van Tuyl Group enjoys excellent relations with the major auto manufacturers and delivers unusually high volumes at its 78 locations. This is just the beginning for Berkshire Hathaway Automotive,” said Berkshire Hathaway’s Chairman and Chief Executive Officer, Warren Buffett.

“We are proud of all that has been accomplished with the support of our dealer partners, our employees and the manufacturers that we represent. We are very pleased to have one of the world’s most respected companies, Berkshire Hathaway, assume ownership of our company with the commitment to preserving our unique culture, business model and philosophy,” said Larry Van Tuyl, current Chief Executive Officer of the Van Tuyl Group. “I cannot think of a better steward to continue the legacy of what my father and I have built over the last 62 years, and I am confident this transaction will position the company on a course of continued success.”

The transaction is expected to be completed in the first quarter of 2015 and is subject to obtaining approvals from the major auto manufacturers as well as certain customary closing conditions, including various regulatory approvals.

Stephens Inc. is serving as financial advisor to Van Tuyl Group. DLA Piper is providing legal advice to Van Tuyl Group, and Munger, Tolles & Olson LLP is providing legal advice to Berkshire Hathaway.

* Starboard Value LP offers to acquire REALD, Inc. (NYSE: RLD) for $12 per share - 13D.

Item 4. Purpose of Transaction.


Item 4 is hereby amended to add the following:

On October 1, 2014, Starboard Value LP (“Starboard”) delivered a letter to Michael V. Lewis, Chairman and Chief Executive Officer of the Issuer, with a copy to the Issuer’s Board of Directors (the “Board”), proposing to acquire in a negotiated transaction all of the Shares of the Issuer that Starboard and its affiliates do not currently own at a price of $12.00 per Share in cash (the “Acquisition Proposal”). The Acquisition Proposal described in the Proposal Letter represents a premium of 29% over the October 1, 2014 closing price of $9.27 per share and 26% over the volume-weighted average price of $9.56 per share since the Issuer last reported earnings on August 5, 2014.

In a cover letter to Mr. Lewis and the Board, Starboard stated it does not believe that the Issuer is best positioned to execute against its future opportunities as a public company. Starboard further stated that the near-term financial performance of the Issuer may suffer given the challenged release schedule for 3D films, and, as such, the Issuer will be far better positioned to execute on the opportunities at hand as a private company. In light of the Issuer’s poor absolute and relative stock price performance, Starboard stated that it believes shareholders of the Issuer will find the all-cash Acquisition Proposal attractive as it provides for immediate liquidity and an opportunity for shareholders to maximize the current value of their investment with significantly less risk than the Issuer’s standalone plan.

The Acquisition Proposal is conditioned upon satisfactory completion of due-diligence, the waiver of any applicable anti-takeover provisions, the receipt of debt financing commitments, and the execution of a mutually acceptable definitive transaction agreement, which will contain customary conditions for a transaction of this type and size. Starboard is highly confident in its ability to finance the Acquisition Proposal through a combination of equity and debt financing. Starboard expects to use debt financing at conservative market-level terms pursuant to commitment letters to be entered into in parallel to the execution of the definitive transaction agreement.

Starboard stated that it is prepared to devote all necessary resources to completing a transaction, and looks forward to working with Mr. Lewis and the Board to expeditiously negotiate a transaction that will benefit everyone involved.

* Dover Corp. (NYSE: DOV) announced that it has acquired Accelerated Companies LLC ("Accelerated"), a leading supplier of artificial lift and fluid handling solutions to oil and gas production markets, for a purchase price of $430 million, subject to a customary adjustment for working capital. Headquartered in The Woodlands, Texas, Accelerated's core offerings include electric submersible pumps ("ESP"), hydraulic jet pump systems, gas lift systems, surface pumping and modular process systems for filtration, separation, heating and other fluid handling operations. Accelerated will become part of Dover Artificial Lift, a business unit within Dover's Energy segment.

Accelerated's innovative offerings in ESP and jet pump technologies complement Dover Artificial Lift's well-established position in systems, components and automation for rod lift, gas lift, plunger lift, progressing cavity pump applications and surface production. With this acquisition, Dover establishes a leading position in the fast-growing US shale well development market and is positioned for future growth in domestic and international markets.

"We are excited about the acquisition of Accelerated," said Robert A. Livingston, President & Chief Executive Officer of Dover. "The technology Accelerated brings to our portfolio, combined with our existing rod lift products, allows us to offer our customers the right artificial lift solutions for the complete life of their wells. Accelerated's strong double-digit growth over the past few years has been driven by the company's culture of innovation and customer engagement. Together, Dover Artificial Lift and Accelerated are very well positioned to capitalize on strong production market dynamics."

Soma Somasundaram, President & CEO of Dover's Energy segment, said, "The acquisition of Accelerated will allow us to benefit from the emerging North American trend of installing ESP systems early in the well completion cycle of high flow unconventional oil wells. With Accelerated, Dover will not only participate in the fastest growing segment of the artificial lift market, but we will also establish an earlier touch point with our customer. Overall, the products, service presence and talent mix Accelerated brings will help us better serve our customers."

Accelerated's 2014 revenue is estimated to be approximately $225 million. Dover expects this acquisition to be approximately $0.03 dilutive to fourth quarter 2014 continuing earnings per share due to normal transaction-related costs, including purchase accounting amortization. In 2015, Accelerated is expected to be $0.05 to $0.06 accretive to continuing earnings per share.

* BHP Billiton Ltd. (NYSE: BHP) is eying Walter Energy (NYSE: WLT), according to reports out of the UK. The rumored takeout price is $5 per share.

To keep up on all the Mergers & Acquisitions data in real-time, go to our M&A Insider page.


Pre-Open Stock Movers 10/02: (ESPR) (RLD) (TSLA) Higher; (CREE) (WILN) (GPRO) Lower (more...) Oct 2, 2014 09:28AM

Esperion Therapeutics, Inc. (NASDAQ: ESPR) 29% HIGHER; announced positive top-line results from ETC-1002-008, a Phase 2b study evaluating the efficacy and safety of ETC-1002 monotherapy compared with ezetimibe monotherapy in patients with hypercholesterolemia, with or without statin intolerance.

Heat Biologics (NASDAQ: HTBX) 29% HIGHER; has dosed the ninth and final patient required in the Phase 1 portion of its Phase 1/2 clinical study for Vesigenurtacel-L (HS-410) in patients with high-risk non-muscle invasive bladder cancer. The Company expects to commence the Phase 2 portion of the bladder cancer clinical trial during the fourth quarter of 2014.

REALD, Inc. (NYSE: RLD) 24.2% HIGHER; Starboard Value LP offers to acquire for $12 per share - 13D.

Cree, Inc. (Nasdaq: CREE) 12.7% LOWER; announced preliminary estimates of financial results for its first fiscal quarter ended September 28, 2014. Revenue for the quarter is expected to be approximately $428 million, with earnings expected below the companys previously announced target range of $0.25 to $0.30 per diluted share on a GAAP basis. These preliminary financial results are subject to completion of the companys customary quarterly closing and review procedures. (Street sees Q1 revenue of $455.31 million with EPS of $0.42).

WI-LAN (Nasdaq: WILN) 12.3% LOWER; has been advised that Judge Dana M. Sabraw has issued a ruling today that grants Apple's motion for summary judgment.

ARIAD Pharma (NASDAQ: ARIA) 9.9% HIGHER; announced that its investigational cancer medicine, AP26113, has received Breakthrough Therapy designation by the U.S. Food and Drug Administration (FDA) for the treatment of patients with anaplastic lymphoma kinase positive (ALK+) metastatic non-small cell lung cancer (NSCLC) who are resistant to crizotinib. This designation is based on results from the ongoing Phase 1/2 trial that show sustained anti-tumor activity of AP26113 in patients with ALK+ NSCLC, including patients with active brain metastases.

Walter Energy, Inc. (NYSE: WLT) 9.6% HIGHER; takeover speculation in U.K.

NewLink Genetics (NASDAQ: NLNK) 8.4% LOWER; announced that Jack Henneman has been appointed Executive Vice President and Chief Financial Officer, effective immediately. Mr. Henneman replaces Gordon H. Link, Jr., Chief Financial Officer.

Lakeland Industries Inc. (NASDAQ: LAKE) 5% LOWER; Profit taking after 30% rise Wednesday on Ebola scare

Doral Financial Corporation (NYSE: DRL) 4.8% HIGHER; announced today that it is updating its capital plan and contingency plan to reflect the recent series of asset sales and status of its litigation against the Government of Puerto Rico. Doral maintains readily available liquidity sources of approximately $1B, which is adequate liquidity to continue to operate its business and serve its clients both in the Puerto Rico and US markets.

Tesla Motors (Nasdaq: TSLA) 4.3% HIGHER; CEO Musk teases on Twitter about Model D

GoPro, Inc. (GPRO) 4.2% LOWER; announced that GoPro's husband and wife founders, Nicholas and Jill Woodman, have provided a personal gift towards establishing a new charitable organization, The Jill + Nicholas Woodman Foundation. J.P. Morgan Securities LLC, the lead book-running managers of the Company's June 2014 public sale of 20,470,000 shares of Class A common stock, has agreed to release the charitable organization from a lock-up restriction with respect to the 5,821,739 shares of the Company's Class A common stock gifted to it. Nicholas Woodman, an officer of the Company, and Jill Woodman personally contributed the aforementioned shares from their own holdings toward the foundation, effective on October 3, 2014.

Portola Pharmaceuticals, Inc. (Nasdaq: PTLA) 3.6% LOWER; announced that it has commenced an underwritten public offering of shares of its common stock and expects to raise gross proceeds of approximately $160,000,000. All of the shares of common stock in the offering will be sold by Portola Pharmaceuticals. Subject to market and other conditions, the offering is expected to price before 9:30 a.m., EDT, on October 3, 2014.

Digital Ally (NASDAQ: DGLY) 3.3% LOWER; filed to sell up to 1,193,443 shares of common stock on behalf of selling shareholders.

Sonic Automotive Inc. (NYSE: SAH) 3% HIGHER; Buffett's Berkshire buys peer Van Tuyl Group

AK Steel Holding (NYSE: AKS) 2.8% HIGHER; Deutsche Bank upgraded AK Steel from Hold to Buy with a price target of $10.00 following the recent stock correction.

Constellation Brands (NYSE: STZ) 2.6% LOWER; reported Q2 EPS of $1.11, $0.04 worse than the analyst estimate of $1.15. Revenue for the quarter came in at $1.61 billion versus the consensus estimate of $1.64 billion.

DIRECTV (Nasdaq: DTV) 1.6% HIGHER; The NFL and DIRECTV have extended and expanded DIRECTV's exclusive rights to carry NFL SUNDAY TICKET and its package of every Sunday afternoon out-of-market game through a new multi-year agreement. The new agreement also expands DIRECTVs rights to stream NFL SUNDAY TICKET live on mobile devices and via broadband, known as NFL SUNDAY TICKET.TV, as previously announced. Specific terms of the agreement were not disclosed.

GlobalStar (NYSE: GSAT) 1% LOWER; continues lower on speculation of a short call by Kerrisdale Capital.

AT&T, Inc. (NYSE: T) 0.4% HIGHER; Merger partner DIRECTV renewed NFL Sunday Ticker deal

Bank of America's (NYSE: BAC) 0.2% HIGHER; Board of Directors elected Chief Executive Officer Brian Moynihan as chairman, succeeding Charles Chad Holliday, Jr., effective immediately. Jack Bovender, Jr., a member of the board of directors since August 2012, will become the boards lead independent director.


After-Hours Stock Movers 10/01: (RLD) (DRL) (DTV) Higher; (WILN) (NLNK) (PLTA) Lower (more...) Oct 1, 2014 06:06PM

REALD, Inc. (NYSE: RLD) 19.2% HIGHER; Starboard Value LP offers to acquire for $12 per share - 13D.

WI-LAN (Nasdaq: WILN) 12.3% LOWER; has been advised that Judge Dana M. Sabraw has issued a ruling today that grants Apple's motion for summary judgment.

NewLink Genetics (NASDAQ: NLNK) 8.4% LOWER; announced that Jack Henneman has been appointed Executive Vice President and Chief Financial Officer, effective immediately. Mr. Henneman replaces Gordon H. Link, Jr., Chief Financial Officer.

Doral Financial Corporation (NYSE: DRL) 4.8% HIGHER; announced today that it is updating its capital plan and contingency plan to reflect the recent series of asset sales and status of its litigation against the Government of Puerto Rico. Doral maintains readily available liquidity sources of approximately $1B, which is adequate liquidity to continue to operate its business and serve its clients both in the Puerto Rico and US markets.

Portola Pharmaceuticals, Inc. (Nasdaq: PTLA) 3.6% LOWER; announced that it has commenced an underwritten public offering of shares of its common stock and expects to raise gross proceeds of approximately $160,000,000. All of the shares of common stock in the offering will be sold by Portola Pharmaceuticals. Subject to market and other conditions, the offering is expected to price before 9:30 a.m., EDT, on October 3, 2014.

Digital Ally (NASDAQ: DGLY) 3.3% LOWER; filed to sell up to 1,193,443 shares of common stock on behalf of selling shareholders.

DIRECTV (Nasdaq: DTV) 1.6% HIGHER; The NFL and DIRECTV have extended and expanded DIRECTV's exclusive rights to carry NFL SUNDAY TICKET and its package of every Sunday afternoon out-of-market game through a new multi-year agreement. The new agreement also expands DIRECTVs rights to stream NFL SUNDAY TICKET live on mobile devices and via broadband, known as NFL SUNDAY TICKET.TV, as previously announced. Specific terms of the agreement were not disclosed.

GlobalStar (NYSE: GSAT) 1% LOWER; continues lower on speculation of a short call by Kerrisdale Capital.

AT&T, Inc. (NYSE: T) 0.4% HIGHER; Merger partner DIRECTV renewed NFL Sunday Ticker deal

Bank of America's (NYSE: BAC) 0.2% HIGHER; Board of Directors elected Chief Executive Officer Brian Moynihan as chairman, succeeding Charles Chad Holliday, Jr., effective immediately. Jack Bovender, Jr., a member of the board of directors since August 2012, will become the boards lead independent director.


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