Nortek buys Ergotron for $280M

PROVIDENCE – Building products distributor Nortek Inc. has agreed to buy Ergotron Inc., a privately held company based in St. Paul, Minn., for $280 million.

Ergotron designs, manufactures and markets ergonomic mounting and mobility products – such as mounts, arms, carts and workstations – for computer monitors, notebooks and flat panel displays.

Nortek expects to close the deal by Dec. 31, pending regulatory approval, which was unanimously approved by the board of directors at both companies, Nortek said in a news release on Dec. 3, noting that it intends to finance the transaction with proceeds from its recent offering of senior unsecured notes, borrowings under its asset-based credit facility and cash on hand.

Nortek said it plans to include Ergotron as part of its Home Technology Products segment.

“[Ergotron] provides Nortek with an additional platform for growth and profitability while diversifying its exposure to the commercial, health care and education markets,” said Richard L. Bready, Nortek chairman and CEO.

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Wal-Mart sues CVS over hiring of former executive vice president Mullany

WILMINGTON - Wal-Mart Stores Inc., the world’s largest retailer, sued CVS Caremark Corp. to stop the drugstore chain from hiring its ex-executive vice president, Hank Mullany, and a judge temporarily barred him from joining the company.

CVS’s hiring of Mullany, 52, former president of Wal-Mart’s northern U.S. division, would violate a non-compete agreement, Wal-Mart said in the complaint filed Thursday in Delaware Chancery Court in Wilmington. Judge Travis Laster issued an order Friday blocking Mullany from taking his new post until after a Dec. 15 court hearing, according to court filings.

“Defendant CVS is hereby restrained temporarily from engaging Mullany in any employment or association in any capacity with CVS,” Laster said in the order.

Mullany, hired by Wal-Mart in 2006, oversaw operations at 587 Wal-Mart stores in 13 states including Pennsylvania, Virginia, New Jersey and New York, according to the suit. He was “privy” to Wal-Mart’s national strategies and responsible for implementing those strategies in the northeastern U.S., lawyers for the Bentonville, Ark.-based retailer said.

Wal-Mart and CVS, the largest provider of prescription drugs in the U.S., compete over prescription and over-the- counter drugs, as well as beauty aids and health products, according to the complaint.

Disappointing Delay

“The company and Mr. Mullany believe the allegations in the lawsuit are without merit” and “intend to aggressively defend the lawsuit,” Carolyn Castel, a spokeswoman for CVS said Friday in an e-mailed statement.

CVS officials are “disappointed” that Mullany’s tenure at the drugstore chain is being delayed by Wal-Mart’s lawsuit, Castel said in a second e-mailed statement.

Mullany signed a non-compete agreement in December 2009 when he was promoted to president of Wal-Mart North, according to Wal-Mart’s complaint. That role put him in charge of real estate and supply-chain functions for 1,312 stores in 19 states, according to the complaint. The non-compete agreement barred him from working for a competitor for two years after leaving Wal-Mart. He resigned in October and left the company on Nov. 5.

“Mullany’s employment with CVS will necessarily require Mullany to use and disclose Walmart’s confidential information,” the retailer said in its suit. “Knowledge of Walmart’s confidential information would be extremely valuable to CVS and will be used by CVS to gain competitive advantage.”

Wal-Mart has used its purchasing power to offer lower-cost drugs and compete with CVS, analysts say. In October, it announced plans to team up with health insurer Humana Inc. to offer the lowest-cost prescription drug plan in the U.S.

Wal-Mart started filling generic drug prescriptions for $4 an order in September 2006 and has more than 4,000 pharmacies in the U.S.

The case is Wal-Mart Stores Inc. v. Mullany, CA No 6040, Delaware Chancery Court (Wilmington)

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Chafee chooses Catherine T. Taylor as head of Elderly Affairs

Chafee chooses Catherine T. Taylor as head of Elderly Affairs

PROVIDENCE – Catherine T. Taylor, the Republican candidate who narrowly lost the Secretary of State race in November, is Gov.-elect Lincoln D. Chafee’s choice to be the next director of the Department of Elderly Affairs.

“Rhode Island has one of the highest per capita populations of seniors in the country,” said Chafee in a news release on Friday. “She proved over the course of her campaign … that she is a determined and pragmatic problem-solver who approaches the challenges facing our state with energy and thoughtfulness.”

Taylor served as a U.S. Senate staff member for 20 years, first as a legislative assistant for defense and foreign policy for U.S. Sen. John Chafee and then as a speechwriter for both John and Lincoln Chafee. In 2007, Taylor co-founded LangTaylor Ltd., a Providence-based public affairs consulting firm that primarily works with clients in the fields of behavioral health care, economic development and the environment.

Taylor lost the Secretary of State race to A. Ralph Morris, Democrat, in a 50.6 percent – 49.4 percent split.

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Northeast small business hiring slips in November, reflects national woes

GLENVILLE, Ill. – Small business hiring in the Northeast slipped in November from a month earlier, according to SurePayroll’s Small Business Scorecard.

The Northeast’s hiring index was 12,486 in November, dropping from 12,516 a month earlier. The scorecard’s indexes are proxies to gauge whether hiring has gone up or down and began in 2004 at 10,000. A year ago, the hiring index stood at 12,035.

Nevertheless, the Northeast pay index – which began at 1,000 – increased to 955 in November from 954 a month earlier. In November 2009, the pay index was 957. The scorecard’s pay index has fluctuated over the past 12 months, reaching a high of 962 in March and May and a low of 952 in December 2009.

The regional hiring trend reflected the nation’s economic difficulties. Hiring dipped nationally to 12,155 from 12,170 and paycheck size remained unchanged in November. All regions, except for the South, experienced hiring declines.

Business sentiment, however, showed a marked improvement, with 63 percent of small business owners indicating that they are optimistic about the economy versus October’s 57 percent.

“Based on that increase, I’d say more small business owners are getting used to the new economic norm, which includes getting a whole lot more done with a whole lot less resources,” said Michael Alter, SurePayroll president, on his Inc.com blog.

“While heightened productivity has at least kept the majority of [small business owners] in business during these tough times, it’s not great on a macro level,” he added, noting that “doing more with fewer employees means our unemployment rate won’t change significantly.”

The SurePayroll scorecard is generated from payroll data for nearly 30,000 small business nationwide.

For the year-to-date, SurePayroll said Northeast hiring has increased 3.0 percent as salaries added 0.3 percent. U.S. hiring was up 4.2 percent as the pay index grew 0.6 percent.

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U.S. Supreme Court to hear appeal by utilities on plant emissions suit

U.S. Supreme Court to hear appeal by utilities on plant emissions suit

WASHINGTON - The U.S. Supreme Court said it will hear an appeal by four power companies including American Electric Power Co., agreeing to decide whether they must face a suit by states seeking a reduction in carbon dioxide emissions.

The eight states, including New York and California, say plants operated by AEP, Xcel Energy Inc., Duke Energy Corp., Southern Co. and the Tennessee Valley Authority contribute to global warming by pumping 650 million tons of carbon dioxide into the atmosphere each year. The suit seeks to force cuts in emissions from the plants.

A ruling barring the suit would be a victory for businesses beyond the utilities involved in the case. Trade groups representing automakers, oil companies, farmers, mining companies, chemical companies and manufacturers all filed briefs urging Supreme Court intervention, in some cases saying their members might face similar lawsuits.

The lower court ruling “has staggering economic implications,” the U.S. Chamber of Commerce said in a court filing supporting the utilities.

The states contend that the carbon dioxide emissions are a “public nuisance,” invoking a legal theory more typically used in cases of localized pollution. In letting the suit go forward, along with a similar one filed by three land trusts, the New York-based 2nd U.S. Circuit Court of Appeals overturned a trial judge who had concluded that the dispute belonged in the political arena, rather than the courts.

Sotomayor Recuses

Justice Sonia Sotomayor didn’t take part in Monday’s decision to hear the case, signaling that eight justices will rule on it and raising the possibility of a 4-4 deadlock. Sotomayor heard arguments in the case as a judge on the 2nd Circuit, though she didn’t take part in the appeals court’s ruling.

The case will put the Obama administration the position of arguing alongside the power industry. In a brief filed on behalf of the TVA, acting U.S. Solicitor General Neal Katyal said the courts should defer to Congress and the executive branch on what steps to take against climate change.

Katyal had urged the court to set aside the lower court ruling and order reconsideration, rather than granting a hearing.

Carbon dioxide from the utilities represents about 25 percent of emissions from U.S. power plants and 10 percent of emissions from all U.S. sources, the states said in their 2004 lawsuit. Vermont, Rhode Island, Iowa, Wisconsin, Connecticut and New York City are also plaintiffs in the case.

Standing to Sue

In their appeal, the companies argue that the states lacked the legal right, or standing, to sue because they can’t show that they were harmed by anything the utilities did or that they would benefit from a ruling against the power companies.

“A court is not a regulator and may not enter relief against a particular defendant where the plaintiff’s injury is not traceable to that defendant and where relief against the defendant would not redress that injury,” the companies argued.

State officials led by New York Attorney General Andrew Cuomo argue that they have done enough by alleging that a reduction in carbon dioxide emissions from the plants would ease climate change. The point to a 2007 Supreme Court decision backing a state suit that sought to make the Environmental Protection Agency take steps against auto emissions.

“While it may be true that regulating motor-vehicle emissions will not by itself reverse global warming, it by no means follows that we lack jurisdiction to decide whether EPA has a duty to take steps to slow or reduce it,” the five-justice majority said in that case.

The case, which the court will consider and decide in the first half of 2011, is American Electric Power v. Connecticut, 10-174.

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Westerly Armory selected to be ‘saved’ by the Hiltons

WESTERLY – The Westerly Armory will be “saved” by volunteer employees of Hampton Hotels, part of the Hilton brand, the company announced on Dec. 3 ahead of Sunday’s International Volunteer Day.

The Westerly Armory was selected for refurbishment in an online, public voting which took place over the past five weeks and had 60,000 participants. Two other Rhode Island landmarks were nominated: the Beavertail Lighthouse in Jamestown and the International Tennis Hall of Fame and Museum in Newport.

The Hampton Hotels’ Save-A-Landmark program has preserved 55 historic sites in 45 states and three countries since its inception in 2000, it said in a news release.

“In 2011, we will fulfill our goal to refurbish at least one landmark in each of our nation’s 50 states, a true testament to the hard work and ongoing restoration commitment of our hotel team members and volunteers,” said Judy Christa-Cathey, vice president of global brand marketing for Hampton Hotels.

The other four landmarks to benefit from the program in 2011 are:

John Dickinson Plantation in Dover, Del. Kilauea Lighthouse in Kilauea, Hawaii The Romance Theatre in Rexburg, Idaho Children’s Museum of Bozeman in Bozeman, Mont.

The Westerly Armory was the first armory to be recognized by the State Preservation Commission. It houses local community and military memorabilia and is the site of the oldest active civic band in the nation, Hampton Hotels said, while noting that it is on the National Register of Historic Places and is a Save America’s Treasures site.

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MGM Studios wins court approval of plan to reorganize under Spyglass, Icahn

NEW YORK - Metro-Goldwyn-Mayer Studios Inc., distributor of James Bond and Rocky films, won a judge’s approval on Thursday to reorganize under the management of Spyglass Entertainment Group Inc. and billionaire Carl Icahn, removing the last hurdle to emerging from court protection.

U.S. Bankruptcy Judge Stuart Bernstein in New York confirmed MGM’s Chapter 11 plan less than a month after the studio filed for bankruptcy. Equity will be canceled, and more than $5 billion in claims will convert to 99 percent of the stock of the reorganized company.

Jay M. Goffman, an attorney for MGM, said at a hearing that there were “no objections of any kind” to the plan.

“Nothing is controverted,” he said. “It is an example of the teamwork and consensus building that is the hallmark of this case.”

MGM expects the bankruptcy plan to become effective in mid-December, the company said in a statement after the judge’s ruling.

“By dramatically reducing MGM’s debt load and providing MGM with access to new capital, the reorganization plan the court confirmed today will enable MGM to emerge from this process with a solid financial foundation and will position MGM to be a successful studio going forward,” Co-CEO Stephen Cooper said in a statement.

Prepackaged Plan

Talks between the company and its debt holders began well before MGM’s Nov. 3 filing of a so-called prepackaged plan to move it through the court in 30 days.

The Los Angeles-based company filed after rejecting a takeover bid by Icahn and Lions Gate Entertainment Corp. It listed $2.7 billion in assets and $5.8 billion in debt, including accrued interest on its loans.

Icahn agreed to the plan after changes were made, including one granting him authority to designate one of nine directors of the reorganized company’s board.

The studio foundered after piling on debt to go private in 2005; it was acquired in a $4.8 billion transaction by a group including Credit Suisse Group AG, Providence Equity Partners Inc., Sony Corp. and TPG Capital.

It plans to install managers from Spyglass, the producer of “The Sixth Sense.” Gary Barber, founder of Spyglass, and his partner Roger Birnbaum are to serve as co-chairmen and co-CEOs.

Three directors from the creditors that helped restructure the company will also serve on its board, according to bankruptcy court papers that leaves two directors unidentified.

New Directors

Patrick H. Daugherty, a partner at Highland Capital Management LP; Christopher Pucillo, founder of Solus Alternative Asset Management LP; and Kevin Ulrich, CEO of Anchorage Capital Group LLC, will join the nine-member board.

Highland, Solus and Anchorage were part of the creditors’ committee that helped negotiate MGM’s restructuring, along with Davidson Kempner Capital Management LLC, JPMorgan Chase & Co. and Invesco Inc.

Jason O. Hirschhorn, recently co-president of social networking company MySpace, and Frederic G. Reynolds, former chief financial officer of CBS Corp., also were named as directors.

MGM, whose 4,000-title film and television library included “The Wizard of Oz” and “Gone With the Wind,” has a co- production deal with Time Warner Inc.’s Warner Bros. to make a movie based on J.R.R. Tolkien’s “The Hobbit.”

Moelis & Co. and Zolfo Cooper are advising MGM, and its legal counsel is Skadden, Arps, Slate, Meagher & Flom LLP and Klee, Tuchin, Bogdanoff & Stern LLP.

The case is In re Metro-Goldwyn-Mayer Studies Inc. 10-15774, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

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