Risk & Compliance

SEC Names Beller New Corporate Finance Head

New director expected to simplify rules for capital raising, disclosure. Elsewhere: Enron's first restatement, and MetLife raises $1.25 billion.
Stephen TaubNovember 20, 2001

Alan Beller has been named the SEC’s new director of the division of corporation finance. Beller will also serve as senior counselor to the commission, a newly created position.

“At this time in our history, there is an urgent need to reform our capital raising and disclosure regimes,” said the SEC in its press release. “We are committed to improving, streamlining and expediting corporate disclosure dissemination, and to enabling seasoned corporate issuers to access our capital markets more efficiently than at present.”

Beller succeeds David Martin, who recently stepped down. The deputy division director, Michael McAlevey, also said he would leave the commission.

Beller will oversee and direct the SEC’s reform efforts as well as lead all facets of its corporate disclosure and corporate transactional programs. Part of his his responsibilities include reviewing quarterly and annual reports as well as mergers and acquisitions.

“The reform of the way in which capital is raised and corporate disclosures are made and disseminated is the most critical project on our current agenda,” chairman Harvey L. Pitt said in a statement. “These undertakings are complex and challenging, and require the guidance of one of the world’s foremost authorities on corporate and securities laws.”

Beller, 52, has been a partner at the international law firm of Cleary, Gottlieb, Steen & Hamilton since 1984. The SEC called him “a distinguished and well-recognized expert on corporate and securities laws” in its press release. He has worked in three of Cleary Gottlieb’s worldwide offices — New York, Paris, and Tokyo — and his practice has focused on the entire spectrum of corporate, securities, and derivatives issues, both domestic and international.

Beller, who worked on the IPOs of Goldman Sachs and Instinet, is currently co-chair of the international subcommittee of the American Bar Association’s committee on federal regulation of securities. He has published extensively, including co-authoring a treatise titled “U.S. Regulation of the International Securities and Derivatives Markets.”

He received a J.D. degree, magna cum laude, from the University of Pennsylvania Law School after graduating from Yale College in 1971.

“Beller brings the most distinguished breadth of experience ever to the position of director of corporation finance — a considerable accomplishment given the other notable lawyers who have served in this capacity in our extensive seven-decade history,” said Pitt.

Enron Restates Results

Embattles Enron took its first step toward restating its results.

The energy producer and trader reduced previously reported third-quarter 2001 earnings by $0.03 per diluted share. The company also increased previously reported earnings for the nine months ended September 30, 200,1 by $0.01 per diluted share to reflect adjustments made subsequent to the end of the quarter.

Enron management also warned that it could be forced to pay a $690 million debt obligation by next week. That possible payment was triggered by the company’s recent credit downgrade.

The company also noted in a filing that its auditor, Arthur Andersen L.L.P., has not finalized its review of Enron’s consolidated financial statements. Apparently, the Andersen review has been slowed somewhat by the internal investigation being conducted by a special committee of Enron’s board of directors. “We are continuing to review the transactions in question and are making progress with our investigation,” said William K. Powers Jr., chairman of the special committee and dean of the University of Texas School of Law, in a press release.

Enron also provided additional detailed information regarding its current liquidity and upcoming maturities of debt and other significant obligations. In addition, Enron outlined a restructuring plan that helps management focus on the company’s core businesses, reduce costs, and restructure debt.

Financing News

  • MetLife Inc. borrowed $1.25 billion in two tranches, led by Banc of America Securities and Lehman Brothers. The financial services company issued $500 million of 5-year notes priced to yield 5.328 percent, or 120 basis points over comparable Treasurys, and $750 million in 10-year notes priced to yield 6.138 percent, or 135 points over Treasurys. Both issues were rated A1 by Moody’s and A by Standard & Poor’s.
  • British beverage group Diageo Plc filed a shelf registration to periodically issue up to $7 billion in debt securities, warrants, preference shares, and common shares. Management at Diageo, which owns labels like Guinness, Johnny Walker, and Smirnoff, said it plans to use the proceeds for general corporate purposes, including working capital, debt repayment, and its subsidiaries.
  • Rite Aid Corp. completed the placement of $200 million of its 4.75 percent convertible senior notes due December 2006. The notes are immediately convertible into Rite Aid common stock at $6.50 per share. Management at the drugstore operator wound up offering $75 million more than it had anticipated.
  • Revlon Consumer Products Corp. issued $363 million in 4-year senior secured notes in the private placement market. The company had originally planned to borrow $250 million, led by Salomon Smith Barney. The notes, which are speculative grade, were priced to yield 13.125 percent, or 920 basis points over comparable Treasurys. Yesterday, CFO.com reported that an increasing amount of money is being funneled into the junk bond market of late (see “The First Glimmers of Recovery“). That influx of funds is due mostly to low coupons on investment-grade debt, as well as to lenders’ confidence that the U.S. economy will likely turn around in the second half of 2002.
  • Cendant Corp., the travel and residential real-estate services company, said it will issue $1 billion in 10-year convertible senior notes. They will be convertible at $24.05 per share. The company said it will use the proceeds to repay a 3 percent, $550 million subordinated convertible debt due in February 2002 as well as to pay a portion of a class-action litigation settlement.
  • In the IPO market, chip software firm Magma Design Automation Inc. priced 4.85 million shares at $13 each, raising about $63 million in its initial public offering. This is the second Silicon Valley semiconductor software developer to come to market in less than a month. Magma management — which is big fun to say — had expected to price the offering at between $9 and $11 a share.