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Markets Banking
Leveraged buyouts: The LBO craze flourishes amid warnings of disaster
Thackray, John
Published on: Thursday, January 02, 1986
When Euromoney first pointed out the dangers of the leveraged buyout (April 1984) the fashion was new and exciting. Too exciting, declared Paul Volcker, who subdued the general enthusiasm for a time. But the fashion came back, with complications explained in full for the first time here.
By John Thackray
If denunciations could have put a stop to leveraged buyouts, there would be none today. In the summer of 1984 the LBO was a target for virulent criticism by Paul Volcker, chairman of the Fed, by John Shad, chairman of the Securities and Exchange Commission, by Felix Rohatyn, senior panner of Lazard Freres, and by Barry Sullivan, chairman of First Chicago.
The gist of all the denunciations was that top-heavy reversed pyramids of debt were being created; and they would soon come crashing down, destroying assets and jobs.
All this had some effect - for a time. "In the spring of 1984 there were lots of banks looking for deals. In the summer it went to zero," a major player in the LBO market recalled.
Ralph McDonald Jr., an, executive vice president with Bankers Trust, said: "There were tremors in the banking community, and good deals got tougher to do because of this.'
"There is still insecurity in the LBO industry, because there is still a lot of public criticism," said Carl Ferenbach of Thomas H. Lee.
However, there has been a spectacular rise in the number and scale of LBOs. This highly geared form of financing is probably here to stay. Because there is a huge number of private business sales richly financed with debt, comprehensive statistics on LBO activity nationwide are impossible to find. But the growth of public deals has been astonishing, and these* numbers tell us much about the rising impact of formally organized and professionally managed institutional LBO monies.
According to data provided by Merrill Lynch Capital Markets, in the eleven and a half months to mid-December 1985 a record $31.5 billion of LBOs were completed; double the volume of a year earlier and three times that of 1983.
"In the late 1970s nobody knew what an LBO was. I mean nobody at the big investment banks - not just the cocktail party crowd," said Theodore Forstmann, partner in Forstmann Little.
"It used to be just a few people buying companies selectively. I never thought it would be the size of today, - said Ira Hechler, a private investor who did dozens of deals alongside Oppenheimer and Company in the 1970s.
"Just a few years ago this used to be a mom-and-pop industry. Now we've grown to be a highly examined and well-publicized activity," observed Joseph Rice, managing partner of Clayton and Dubilier.
For all this publicity, there is still little understanding of this diverse market. There are purely tax-driven LBOs, junk-bond driven ones and those dependent on employee stock ownership programmes (ESOPs). There are bust-up LBOs (that is, the company's assets are sold off to finance the acquisition) and those designed for longterm appreciation. There's leverage predicted on cash flows, or on fixed-asset values and, increasingly, on sanguine growth forecasts.
There is a new genre, the hostile LBO, and there are both fiduciary and principal investors. "There are many segments and cross-currents in the market," said Forstmann. "Seven or eight years ago it was a very simple business and everybody worked along roughly the same lines. But now it is difficult to figure out who is doing what, and, often, to make sense of what's happening."
There are three sectors of the market: senior bank debt, mezzanine subordinated debt and - the hardest of all to raise equity. Who's who in each category?
In bank debt, Manufacturers Hanover Trust is clearly the front runner - although its lead has shrunk in the last year. Bankers Trust is also important, and has a close relationship with Kohlberg, Kravia, Roberts and Company (KKR). Citicorp, once strictly an asset-based lender, has aggressively expanded into the mainstream of cash flow lending.
Morgan Guaranty is smaller. But it has a strong appetite for transactions where it not only lends the senior debt, but gets a fair slice of the mezzanine and equity also. "Most banks like an equity kicker. But we don't always get it. Morgan says it always requires one, but I suspect that's not true," said the head of a specialist LBO team at a rival bank.
Chase and Chemical are at present episodic LBO lenders. So is First Chicago, notwithstanding the anti-LBO rhetoric of Sullivan. Its Chicago neighbour,Continental Illinois, is reported to be back in the marketplace in a small way. Security Pacific, Wells Fargo, Marine Midland, Bank of Boston, Bank of New York, Irving Trust, the Candian big four and some regional banks have all done deals.
For commercial banks, LBOs represent one of the few areas of high-profit lending today. The agent on a bank syndicate can command fees of 1% of the transaction size, get around 0.75 % on the portion of the loan taken down, and frequently charge fees for hedging the LBO's floating-rate debt.
"The flow of LBOs is created by lenders. They don't just support the market; they make it happen," claimed Robert E. Koe, president of Heller Financial, which, along with General Electric Credit and Citicorp, is a significant asset-based lender to the LBO trade.
As the flow of deals has grown, the dominant banks have become pivotal to a deal's success. A couple of years back it was easier for regionals, or the money-centre banks that lacked dedicated LBO lending teams, to execute the largest deals there were.
"Today there is a tendency for the large players to speak for bigger pieces of the loan in the beginning," observed McDonald of Bankers Trust. "As we've done more big deals, we've become more confident that we - along with two or three other banks - can guarantee that the deal will get done."
But the larger deals have imposed stresses and strains even on Manufacturers Hanover, Bankers Trust and Citicorp. These three, for example, each took $350 million for a $1.5 billion senior debt syndication of the $6.2 billion Beatrice LBO. Ultimately, the IR asset sales were successful. "For a while I was concerned that it was going to fall on its face or that the lead banks would be embarrassed by not being able to sell off prudent amounts of the loan," said the chief of one of these syndicators.
In the mezzanine sector the subordinated debt lenders are also making LBO happen in record volumes. This is the business of the insurance companies. And here the Prudential dominates its rivals: Teachers, New England Life, Metropolitan, Northwest Mutual, Equitable, New York Life. But it is said of insurance companies that they have lost market share in LBOs because of the slowness of their bureaucracies and their often uncompetitive pricing.
Several of them have lately teamed up with Wall Street outfits closer to the deal flows. First Boston has a new mezzanine pool of $250 million, chiefly bankrolled by Metropolitan Life. The Bass Brothers Partnership has a similar arrangement with Equitable. Late last year Morgan Stanley closed a mezzanine fund, part of a $450 million package raised in partnership with CIGNA, which includes equity and senior debt tranches.
Other familiar names in the mezzanine category are the Textron and General Electric pension funds, Morgan Guaranty's Comingled Convertible Bond Fund, the Trust Company of the West and Bridge Capital (which specialises in smaller deals).
But the above-mentioned players probably provided less than a quarter of the total mezzanine money raised last year. For the jumbo-sized LBOs that characterized 1985, all roads led to Drexel Burnham Lambert, kingpin of the junk (or high yield) bond market.
LBOs are not affected by the Fed's latest ruling on junk bonds.
None of the large LBOs done today would have flown without junk financing," said Rice of Clayton and Dubilier. He knows whereof he speaks. His firm took Uniroyal private last year on a $1.2 billion white knight transaction, $600 million financed by junk bonds underwritten by Drexel. "The mezzanine market is deeper and wider than ever; and this has afforded us financial opportunities we've never enjoyed before," Rice added.
Other Wall Street firms have mounted serious challenges to Drexel - notably Morgan Stanley, First Boston and Salomon Brothers - to enhance their deal-making powers. Although Drexel appeared to experience a decline in standing in the 1985 underwriting tables, when its market share slumped to 56% of high-yield securities from 64% the previous year, within the LBO community Drexel remained the single largest deal-making force.
"If you take out mortgage passthroughs, utility companies and financial services companies from the underwriting data, you get the real corporate America. And here we are the lead manager and bigger than the next three firms put together," claimed Drexel's managing director, Chris Andersen. "We are the dominant factor in LBOs, in entrepreneurial financing and in leveraged tender offers."
The rise of junk on the LBO scene is a mixed blessing from the senior lender's point of view. On the plus side, junk expands the ratio of subordinated debt within the structure - eating some of the financing that in older times would have been senior.
On the negative side, commercial bankers report that they must consistently lock horns with Drexel on the terms and conditions that apply under interest payment defaults. "It is a very sophisticated battle, about who gets to push whom around as the deal goes sour, and one that never gets into the papers," a senior bank executive reported. Traditionally, privately placed insurance company mezzanines were truly subordinate. This Drexel paper is usually public and has guarantees about the payment of interest that bankers loathe.
"From a senior lender's perspective, if he can't cut off the junior debt's interest, that could get him in the tank real fast,' the senior executive went on. "The battlefield today is the terms and rights of senior and junior debt holders."
When the mezzanine is a small club of lenders, they can be approached and negotiated with in the event of defaults. With public paper, the bankers would have to go to court, be subject to the law's delay and, they suspect, have their claims to seniority curtailed or denied, in a legal climate more inclined to be charitable to debtors than a few years back.
As for equity investors, they include almost everybody on Wall Street and more than half the institutional investors on Main Street too. There is hardly a self-respecting investment bank today that doesn't participate. The few exceptions include Salomon Brothers. And every merchant banking boutique boasts that it has been the architect of one or two deals - very often divisional buyouts of large corporations.
The firm that casts the largest shadow is KKR, whose record of 60% compound return over 17 years has captured the imagination of an institutional investor community anxious to expand from portfolio to direct corporate investing.
Last year KKR, with little difficulty, raised the largest LBO equity war chest in history - $2 billion. The next largest in size and stature is Forstmann Little, which has $500 million of pooled monies - part equity, part a captive mezzanine fund that offers investors current return. Gibbons Green van Amerogian, founded in 1969, is the oldest of this breed and has a proven track record.
Beyond this, it is hard to say who the LBO equity players are. They are among the most tight-lipped and publicity-shy creatures in finance. Some ot the better-known middlesized deal makers are: Adler and Shaykin, Kelso (specialists in ESOPs), Clayton and Dubilier, Thomas H. Lee, Wesray (headed by the former US Treasury Secretary William Simon) Odyssey Panners, the Charterhouse Group, Carl Marks, Rothschild Inc., AEA Investors, Weiss, Peck and Greer.
There are also numerous investment banking firms who swim in this sea. Some, like First Boston and Goldman Sachs, invest their own money as principals as opportunities present themselves. Others have more ambitious and formal plans. Last year Merrill Lynch raised $400 million from institutions for an equity pot, and has declared that it'll also invest firm capital as principal in LBO deals.
"A new investing group seems to crop up every day," said Ferenbach of Thomas H. Lee.
LBO artists have been flying from coast to coast and across the Atlantic. They have generally found it a hard sell abroad. "Only certain countries - like the United Kingdom, or Germany - seem sufficiently advanced to understand the LBO form," said Robert F. Mancuso, president of Merrill Lynch Capital Partners.
"Europe has been a disappointment for almost everyone trying to raise investors for LBOs," said Scott Newquist of Morgan Stanley. But he added: "In Britain this has changed rapidly in the last six months." He observed that Bankers Trust, Citicorp and the Prudential had already set up beachheads in the UK.
The appetites of US investors still seem insatiable. There is probably around $5 billion committed at present to equity partnerships; enough to support some $25 billion of mezzanine debt and another $30 billion of senior debt.
In practice there's more than this potential $60 billion looking for LBOs. Any credible management group could, with a few phone calls, command hundreds of millions for the right deal. "If you had enough good quality deals going around - which there aren't; there are hat-dly any - the supply of funds is limitless." said Gilbert Butler, president of Butler Capital Corporation, a $400 million equity and mezzanine pool.
Too much money has been chasing too few (teals in this market for about a year and a half. More than anything else, this overhang ot" LBO-hungry, money has revolutionized the business: changing the size, the structures and the kind of corporate vehicles that the conventional wisdom considers appropriate for LBO gearing.
LBOs used to be imposed only on small-to-medium-sized manufacturing firms with predictable market shares and cash flows. The criteria have changed. Service companies are now OK; so are fast food chains; so tire conglomerates; so are natural resources; so are firms in the throes of change, facing very uncertain futures, such as Macy's or Levi-Strauss.
"If you asked people a few years ago if a retail firm should do an LBO, the general opinion would have been no," observed Ferenbach. "The perception then was that because sales are heavily concentrated in the two months before Christmas, cash flows are difficult to predict. All that is now water under the bridge. Retailing is a hot area."
But at least retailing has tangible inventory and, usually, valuable real estate that the lenders can look to for comfort. This is not so true of broadcasting - another hot area lately - where the collateral is the goodwill of the franchise.
"Today financial institutions don't need as many fixed assets as they did three years ago," said Newquist of Morgan Stanley. "Broadcasting and media are the ultimate of that trend. They have no fixed assets to speak of, but have an ongoing business with a high market value."
This tendency to apply LBO vehicles to a wider array of industries is sure to continue. Adler and Shaykin have pioneered high-tech LBOs. Late last year Bankers Trust was reported to be giving careful study to an LBO of a software and data processing company -- a notoriously unpredictable business.
Deal pricings have obviously been inflated by the excess of investible funds on the one hand; and, on the other, by entrepreneurial greed unleashed by the large amount of publicity for LBOs "Prices are sky high," said Forstmann. "The baloney is being sliced very thin."
This is why junk bonds matter, and why junk zeros are all the rage. Farley Industries has financed an LBO takeover of Northwest Industries with preferreds that pay no interest for three years. National Gypsum has an LBO proposal combined with a debenture that would pay no dividends for five years.
"Junk paper provides the difference between what the cash flow will support and the prices that are often being asked," said Frank Wright, formerly executive vice president of Manufacturers Hanover, and now head of Lincolnshire Management, which is in the process of raising a targeted $500 million equity pool. Wright added: "Whenever you see zeros, you know cash flows are tight and it's been a hard sell."
"We're definitely getting into the era of funny money," said Ferenbach. "It's cosmetic, and sort of silly - but it closes the price gap."
Forstmann said: "It doesn't make sense to me that, when a company can't pay interest - bang! You issue a zero. This paper is just created to get the deals done." Forstmann gets indignant at LBOs like Farley Northwest where the a outs on the zeros are predicted on nothing better than future growth. "All the cushions are gone. You have cases where, if a company doesn't grow at 12% a year, the zeros don't pay off."
Speed is now vital in LBOs - speed of calculation, speed of due diligence, speed in marshalling financial resources. Two years ago the typical LBO would be worked out over many months. Now the better deals get sewn up in a couple of weeks. But in the process the deal-makers behave like figures in a speeded up movie.
"Time-frames are short as the deals get bigger," said a Bankers Trust senior vice president, Terence Mogan.
"These deals are not luxurious in terms of time," said Mancuso of Merrill Lynch.
"The ideal LBO offers two ways out the door for the banker," explained McDonald of Bankers Trust. "One door is a predictable cash flow; the other is marketable assets that can be flipped to repay the loan." In the founding days of LBOs both doors were essential. The ideal was attainable. "Now increasingly we find transactions where we have to make a leap of faith," McDonald observed. "There is only one door; but you believe there will be two ways out in six months."
The doors through which all deals pass are getting narrower and narrower. Hence the emergence of two-step financings; the borrower gets an interim package against promises of asset sales. After these are arranged, a permanent package is put in place. A case in point was the landmark purchase of Esmark by KKR: not only the largest one of its kind, but the one that introduced a new level of hostile pressure on incumbent management. (Being hand-in-glove with management was a cardinal rule in the old days.)
Clearly KKR and its allies were doing a lot of' improving as the deal unfolded. When the organizers unveiled their scheme, KKR said it had a one-step package, and that loans would be forthcoming without any asset sales. But when lenders scrutinized the structure closely they scuttled this notion, and KKR was forced to agree to $1.45 billion of disinvestments within a year and a half.
"KKR was pipedreaming. In the real world there was no way that the cash flow alone could repay the debt," said one of the bankers involved.
Another deal where the packagers seemed far from being in control of events was the proposed management buyout of R H Macy, initially valued at $70 a share, or $3.58 billion. Soon thereafter rumours circulated in the LBO community that lenders were questioning the underlying real estate valuations. Eventually the price set was $100 million less (or $2 less a share). This adjustment was clearly an embarrassment to Goldman Sachs, which was both the agent and, reportedly, an investor in the deal.
The old pattern of interdependence is quickly vanishing. For instance, GECC, which was once content to be just a classic asset-based lender, now gobbles up all the strips in an attractive deal - not just warrants but real senior and subordinated debt.
Equity players have set up, formally and informally, captive mezzanine and senior debt pools. Insurance companies invest at all levels of seniority too.
"The guy who organizes a deal wants to be able to write a cheque instantly for the whole amount. He doesn't want to say, 'Yes, we'll do it subject to financing.' Because, if he wastes any time, he'll lose to a competing group," said Butler.
Many people seem to be shooting from the hip; saying yes to a proposal and then regretting it later. That's why there has been such a startling increase in deals announced but not consummated.
Never before have deals been sold so aggressively through the LBO community. Many are undone by greed.
"The public, markets are merciless with mistakes. If an equity group chooses the wrong source for the debt, and it falls through, it becomes very difficult to save the deal," said Mancuso.
No story about LBOs can be complete without the fear factor. If, in mid-1984, the industry was tipsy on leverage as Volcker, Shad, Rohatyn and Sullivan argued, it is quite drunk on the stuff today. Many of the creatures of the LBO industry worried Volcker when he studied the condition of the banking industry's assets.
Perhaps, taken in toto, the LBO loans don't worry the Fed quite as much today as in the summer of 1984, when regulators foresaw another energy loan, or LDC or REIT crisis.
The larger commercial banks have done a good job explaining their risk exposures to regulators and showing how their portfolios have geographical and industry sector diversity.
"LBOs are high risk; but the risk is in the form of structure - not in the fundamentals of the business," McDonald explained. "We try to avoid tending to too many companies in the same industry. There's not a great danger of many of our LBO loans going bad at once."
In terms of public defaults, the LBOs have led a charmed life for over a decade. There have been very few outright bankruptcies Thatcher Glass and the Brentano Books being the oft-cited cases. Still, beneath the surface there is a persistent stream of workouts and recapitalizations that never make the headlines. "In this business the failures are a case of diminished expectations for the investors: not disasters really," said Rice.
For London's merchant banks, Christmas came two weeks early in 1985. Even as the finishing touches were being applied to the City's office decorations, four takeover bids - worth over [British pound]7 billion or $10.2 billion landed with a heavy slap on the desk of the Takeover Panel of the London Stock Exchange. London's mergers and acquisitions dealmakers may grumble that British fees are niggardly compared to the pay-offs demanded by US investment houses, but these four deals alone promised to net anything from [British pound]4 to 7 million ($5.8 to 10.2 million) for the merchant banks involved.
There was an unseasonal twist to the merry-making, however. Three of the four bids - Hanson's for Imperial, GEC's for Plessey, Elders for Allied Lyons - were unsolicited and opposed. Only Imperial's defensive bid for United Biscuits was issued on a friendly basis. London had never before seen a takeover of more than [British pound]1 billion. To have four such proposals, three of them contested, within days of each other, was almost as worrying as it was exciting.
What was once a gentlemanly business, the corporate finance equivalent of shaking hands, had suddenly become a gloves-off scrap.
"The whole atmosphere's changed," said Morgan Grenfell's director and head of corporate finance, Graham Walsh. "We're seeing companies who suddenly want to take advantage of their own high credit ratings, we're seeing a willingness to manage in the longer term, and we're seeing investor confidence in management teams."
That's not the only change. In gaining its reputation as the biggest and most formidable M&A house in the city, Morgan Grenfell has tested the rules governing takeovers in London. The most striking example came on December 11, closing date for Scottish & Newcastle's tender offer for brewers Matthew Brown.
By 3.30 pm, on Wednesday, December 11, it seemed to be all over. Scottish & Newcastle Breweries had won only 47.5% of the shares in its target, The [British pound]125 million bid appeared to have been beaten back.
Then Morgan Grenfell, acting for Scottish & Newcastle, appealed to the Takeover Panel at the Stock Exchange. It asked for an extension period of 90 minutes, usually used for counting the shares, The Takeover Panel agreed. By 5 pm Scottish & Newcastle held 50.3% of Matthew Brown stock, just enough to seize control of the company.
"I was in my office just after half past three when the Takeover Panel rang to say they'd permitted an extension," recalled Nicholas Jones, head of the Schroders team acting for Matthew Brown. "I went round to the Stock Exchange immediately, and I was there when Morgan Grenfell informed the Stock Exchange they had gained 51%. I immediately told John Walker Haworth [director general of the Takeover Panel] that I was appealing against the decision."
Morgan Grenfell exploited a technical quirk in the Takeover Code, the framework for takeover conduct in the UK. Under the old rulebook, the offer closed at 3.30 pm, but the merchant banks had until 9.30 the following morning to check the tally and announce the result. The new rulebook, published in April 1985, obliged the merchant banks to both close the offer and announce the result at 3.30 pm.
In July, the rulebook re-introduced the gap, scheduling the announcement time to 5 pm. "The extra time was clearly a way ot giving us an hour and a half more to do our sums," said Jones "My case in the appeal was that Morgan Grenfell's action just about accorded with the letter, but certainly didn't comply with the spirit, of the rule."
Jones won. The full board of the Takeover Panel met the following morning, and after a two-hour session overturned the executive ruling which had permitted Morgan Grenfell to use the extra hour and a half. The merchant banks had been canvassed beforehand about their willingness to stand by the Panel's decision: both Morgan Grenfell and Schroders (which had publicly threatened to go to law) agreed to abide by the board's ruling. They did, amidst a general mood of backslapping that the city's self-regulatory system had triumphed against all odds, proving once again that it could act more swiftly, more fairly, and more cheaply than a statutory, legal-based system.
'Both sides had a hearing, and it was resolved by lunchtime the following day," said Walker Howarth, who was appointed Director General of the Takeover Panel in December. "The system worked effectively and well, and everyone acknowledged that. We interpret the rulebook flexibly but firmly, whereas a legal structure would be cumbersome, out of date, and expensive."
The Matthew Brown decision was hailed as a blow for self-regulation before the publication of the government's Financial Services Bill. But it couldn't disguise the fact that the rules themselves were under pressure.
"It was pretty sharp practice by Morgan Grenfell," said Schroder's Jones. "It's precisely that sort of thing that's driving us towards a statutory rulebook. The rulebook that we have now is already much longer and more complicated than it ever used to be, because people have been ignoring the spirit of it and questioning the letter."
The rulebook, when it was devised in the late 1960s, was barely more than 15 pages. Now it's over 100. In its revised version last April it was printed as a loose leaf binder an acknowledgement that it is in a state of constant amendment.
One of the facts the Takeover Panel has had to recognize in recent years is the newfound aggression of the merchant banks acting in this area. "There's no doubt," said Walker Haworth, "that more banks actively propose deals to their clients. It's one of the biggest changes on the present scene - the change from bank-inspired to relationshipinspired deals."
Morgan Grenfell decided to be number one in M&A five years ago. "We built up a team which now numbers 90 executives," said Walsh, a former director-general of the Takeover Panel. The strategy paid off: Morgan Grenfell has topped M&A league tables for the last three years. In the process, it's been accused of pinching clients from rival banks and condemned for stretching even the elastic rulebook of the Takeover Panel.
This new, pugnacious style is only one of several factors which threaten the stability of the M&A market in London. New financing techniques, like heavily leveraged buyouts, and new players, like the American investment banks, have challenged the hold of the merchant banks on this compartment of corporate finance.
This has created volatility in the corporate sector. "Suddenly," said one executive at a British merchant bank, "investors, banks, and rival companies are pointing at the guy with the white Rolls Royce and asking, 'Is he doing a good job?' Managements are having to look over their shoulders and wonder whether they're safe." The same spirit of change now affects the dealmakers themselves.
"It used to be," said Schroders' Jones, "that if one of our clients was approached with a proposal for a merger or acquisition, it would come to us and ask what it should do. That's all changed. It's much more horses for courses now. People look around for the best team they can find for the job in hand, and don't worry so much about their existing relationships."
The greatest catalyst to this process of change is the unprecedented volume of takeover activity, both domestic and crossborder, in London. It's overturning traditional business practices. In a single week last year two Warburg clients, Tate and Lyle and STC, bid for Brooke Bond and ICL - also Warburg clients. "You can't manufacture answers to these situations," said one Warburg man, "because sometimes you can't act for either client."
In 1984 there were 89 completed takeovers in the UK, worth a total of [British pound]4.4 billion. In the first eleven months of 1984, worth [British pound]5.3 billion. In December alone there were 34 bids outstanding, worth around [British pound]10.5 billion.
It's still the case that the majority of bids are not contested. Even recently, in the eighteen months up to June 1985, only 55 out of 169 bids were opposed, and only 20 defences were successful. The. majority of UK takeovers have traditionally been amicably resolved without recourse to the kind of fierce, public antagonisms which have suddenly become the norm. The grocery group Argyll's bid for the upmarket Scotch whisky manufacturer, Distillers, was especially spiteful. Argyll claimed that Distillers didn't have a clue about marketing; Distillers attacked Argyll's record with its cheap brands.
Companies defending themselves are quick to buy advertizing space in London's newspapers to publicize their case, partly in the knowledge that if they lose the fight it's the aggressors' money they'll have spent. This raising of the stakes has caused some curious anomalies in cases where the bidder already holds 30% of the target's equity, like Guinness Peat in Britannia, or Scottish and Newcastle in Matthew Brown. These two bids failed, leaving the aggressor with one third of the costs of the defence (in Britannia's case over [British pound]1 million.)
"Ironically," said Hill Samuel's director of corporate finance Richard Crick, "the money spent on advertizing sometimes should have been spent anyway. It just took the takeover to push the management into promoting the company properly."
But the level of takeovers which are opposed has increased sharply. Fifteen of the 34 deals which were live at the end of December were opposed. Of the large bids in the market over the New Year, only one (Imperial's for United Biscuits) was friendly. Deals have become more complicated, too. "Offer documents used to be 12 pages long; now they're 90," said Morgan Grenfell director Richard Webb. Even Morgan Grenfell's formidable reputation was dented by three defeats in rapid succession: Scottish & Newcastle Breweries' failure to acquire Matthew Brown, Guinness Peat's failure to acquire Britannia Arrow, and James Neill's failure to ward off the advances of Spear and Jackson.
"There are vastly more contested bids now than there used to be," said Hill Samuel's Crick, "and there are more successful defences than there were." This uncertainty has provoked a hitherto untapped aggression in the City's corporate finance departments, and it has put the prized fees the merchant banks enjoy from M&A deals up for grabs. London's merchant banks still dominate the market for high-priced corporate finance advice.
Morgan Grenfell acted in 74 closed deals worth a total market value of $7.9 billion in 1985. Next came Schroders (106 deals, $4.6 billion) Hill Samuel (100 deals, $4.2 billion) Warburg (47 deals, $4.3 billion) and Kleinwort Benson (19 deals, $937 million). But American investment banks, especially, have entered the Ray. Merrill Lynch participated in 12 international M&A deals from London, worth approximately $3.5 billion, including the biggest-ever management buyout in the UK, for Mardon.
"I think the UK merchant banks are under a continuous and accelerating threat", said Nahum Vaskevitch, managing director of Merrill Lynch's investment banking division. "In corporate finance you need contacts and ideas - but everyone has contacts; very few have brilliant ideas."
Merrill Lynch's coup for Mardon was in September last year. Mardon was a packing subsidiary of British American Tobacco, and the management of Lawson Jones (the Canadian star performer within the Mardon Group) successfully raised [British pound]173 million, as well as organising a [British pound]100 million refinancing, in competition with Metal Box. Finance was provided by Citibank and the Bank o Nova Scotia.
"It proved that a management could compete on a large scale with a third-party bidder . . . and win," said Vaskevitch "And it demonstrated that a leveraged buyout could compete with another corporate buyer . . . and win. It showed too that a management buyout is a very successful defence, because the bidding company becomes very reluctant to purchase a disaffected, losing team."
This kind of leveraging represents another challenge to the traditional structure of M&A in London. UK takeovers historically have been financed by equity. That's especially true when, as now, the equity can be issued into a booming stock market. Even GEC, in its [British pound]1.8 billion bid for Plessey, proposed an equity-financed takeover rather than drawing upon its famous [British pound]2 billion cash mountain. But equity financing, until now the domain of merchant and investment banks, his been threatened by the notion of borrowing-financed bids.
The most daring of these was Elders' bid for Allied Lyons, a leveraged bid for a company four times the size of the bidder. The [British pound]1.8 billion bid has been referred to the Monopolies and Mergers Commission for investigation, a six-month delay which may enable Allied Lyons to improve its performance and prepare its defence.
But the method of a borrowing-based takeover, with that degree of leverage, is quite new in the UK. Citibank agreed with merchant bank Hill Samuel to make the loan, which was in the form of loan notes repayable after four years. The deal set a precedent which was soon followed. Argyll's opposed bid for Distillers (valued at [British pound]1.8 billion) included a borrowing component of [British pound]600 million, arranged by Samuel Montagu and underwritten by Midland, Cii Charterhouse Japhet, and Montagu.
Said Col in Scotland, executive director of Citicorp's investment bank: "There are two components in a takeover, advice and finance. In M&A you can't separate them. You need both." Leveraged bids based on borrowing, not equity, are a natural way for commercial banks to enter the lucrative M&A business. 'Equity doesn't measure performance, doesn't encourage cash-flow discipline, the way leveraging does," said Scotland.
For commercial banks, too, financing acquisitions through direct lending is a response to the nasty contraction in bank lending since the beginning of the Third World debt crisis. "Commercial banks are looking for new ways to lend money," said Merrill Lynch's Vaskevitch. "Equity financing investing - doesn't make them feel comfortable. But they're stating to realize that they'd rather lend to an LBO (leveraged buyout) than to an LDC."
The merchant banks are well aware of the challenge this new form of financing represents. 'If big money, big leveraging, really came in," said Morgan Grenfell director Graham Walsh, "then we would be under pressure. I think what we'd see is partnerships between merchant banks on the advisory side and financial institutions on the other side."
M&A used to be a speciality in itself, within corporate finance. Now there are subsidiary areas of expertise. Hill Samuel has gained a reputation, alongside its general prominence in M&A, for putting together rescue packages for ailing companies, many of which involve third parties.
"There's often a thin line between a takeover and a rescue financing," said Hill Samuel's Richard Heley "The injection of new capital can alter the ownership of the company at a stroke. That's how Robert Maxwell acquired BPCC (British Printing and Communications Corporation) in 1981, and we've seen it more recently with Olivetti and Acorn, for example, or BTR (Birmingham Tyre and Rubber) and Dunlop."
Capital-raising remains a key component of all deals involving takeovers. But there's another sense in which capital could play a decisive role in determing the position of the British merchant banks: underwriting, The Takeover Code insists that, even in an equityfinanced takeover, there must always be a cash alternative to the share offer. That involves the M&A bank in underwriting, and that favours the banks with deployable capital. The present structure of equity underwriting in London, which demands a bank-broker team to manage each issue, works in favour of the established domestic relationships. Dual capacity will challenge that structure; and the US-style bought deal would challenge it further.
'What's a merchant bank to do," asked Merrill's Vaskevitch, "when one of his overseas rivals can go to any company and say, "We'll take your whole rights issue, right away, and here's the cheque'? That's something they can't compete against, with their capital the way it is right now."
There's already pressure on underwriting commissions in the city's other markets. That squeeze will extend to underwriting fees on corporate equity issues. Banks experiencing fee pressure on underwriting might easily find themselves able to lift the price of their advice. 'To that extent the entry of the US houses into the market might just inflate the fee structure," said Nicholas Jones, corporate finance director at J Henry Schroder Wagg. 'You might expect competition to lower fees, but as the deals grow more complex so the fees go up. And the American houses are used to fees which make ours seem very modest."
Whether equity financing will even remain the preferred form of takeover funding isn't yet clear. It's popular, obviously, in bullish stock markets; leveraged borrowing is fashionable in periods when interest rates are low. "The first chill wind in interest rates could hit those transactions,' said Morgan Grenfell's Walsh"because borrowing is a running cost, not capital. It needs to be serviced. I don't see many companies, even the very large ones, who'd be happy to have higher leverage in their debt than they already have."
One development that might have favoured the US investment banks in London hasn't materialized: US companies bidding into the UK. The British, led by Hanson Trust, have attacked US companies with some vigour. The reverse hasn't been true. "I've been very disappointed," said Merrill Lynch's Vaskevitch. "There have been instances, but not many. I should have thought that UK companies were distinctly attractive to US buyers, but it hasn't happened, even when the exchange rate was so favourable. There's a lot of fear: I can think of at least six occasions when a US buyer expressed initial interest and refused to pursue it. I guess the American CEO just doesn't like to lose in public."
Another American influence that has yet to ignite in London is the colourful arsenal of defensive and aggressive weaponry by which US corporations can blast their way out of - and into - their opponents' boardrooms. Poison pill defences, selling the crown jewels, greenmailing, the lock-up recently exercised by Merrill Lynch in an attempt to thwart Hanson Trust's interest in SCM - the tense gamesmanship that characterizes takeover battles in the US have failed to catch on in the UK. (Page 122.)
That's chiefly a tribute to the non-statutory but effective code of practice laid down by the Takeover Panel at the Stock Exchange. Rule 21 of the Takeover Code stipulates thatboards cannot take any action to frustrate an offer unless they obtain the consent of the shareholders at a general meeting. Even when, as is the case, 60 % to 70 % of the stock in most companies is held by 10 institutions, that cuts out many of the manoeuvrings that accompany takeovers in New York. 'Boards under attack can't damage the shareholdings merely in order to save the company - that's the heart of it," said Hill Samuel's Richard Crick. "We see an awful lot of white knights, of course, but the only really effective defence against a threatened takeover is good stock performance."
The Takeover Panel also reviews the proposed financing structure of every takeover. "We have to know that the money's actually there," said Walker Haworth. "We have no role in considering the industrial logic that's for the Monopolies and Mergers Commission - but we do need evidence of the finance behind the deal."
London may pride itself on playing by rules that are simpler and fairer that those in New York; whether the Takeover Panel can contain the unruly pressures in, the market today isn't certain, though. Most merchant banks are keen that it should.
"Matthew Brown was a good example of how self-regulation should work," said a senior executive at one"But it was also a good example of the kind of thing that can happen when you have a sloppily-worded document. The Takeover Panel solved the situation very well, but it created the situation in the first place.'
The atmosphere in which takeovers are conducted has clearly changed. -Companies are much more beholden to the whims of the institutional shareholders than ever before," said Antos Glogowski at Daiwa Europe.
The institutional shareholders may be growing more active in their investment strategies, more willing to shake up the managements of the companies in which they hold stock, but there's no sign that they're any more seduced by high-risk paper than they have been in the past. Junk-bond financing hasn't made an impact in London, and few expect it to. "Can you see the man from the Pru snapping up very speculative, triple-D paper issued for a takeover?" asked Hill Samuel's Crick.
Others think differently. "The corporate bond market is dead at the moment,' said one Warburg insider. 'But with the increasing number of convertible issues we'll see the development of credit sophistication - there might even be a credit-rating agency for corpotions - and that'll help junk bonds."
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Crisis On Infinite Earths #5 - Worlds in Limbo!
Twenty eight years ago, there was an event that destroyed universes. Entire universes, every galaxy, every solar system, every planet and every being was destroyed by a white wall of anti-matter. When one universe was destroyed, anothers destruction began...all at the hands of the being known as the Anti-Monitor.
At least, in DC comics that is. Twenty eight years ago DC comics set about attempting to rectify a "convoluted" line of continuity for its characters. As fun of a concept as alternate universes was, and as thrilling as unbridled creative story telling was, DC got it in their head that their universe was just too confusing. So they set about trying to change all of that.
They concocted a story called "Crisis on Infinite Earths". Crisis (as it would come to be known) was a 12 issue series that ran alongside the series called "Who's Who in the DC Universe" (which, ironically, set about to attempt to supply a history for their characters set in stone). But, focusing on Crisis, the story was meant to "fix" the errors in DC continuity...merging the alternate universes and characters into ONE universe.
The breakdown for those unfamiliar is as follows: Long ago on a planet called Maltus (or Oa, can't specifically remember, doesn't matter) a race of beings that would come to be known as the Guardians existed. One of these beings, Krona, became obsessed with discovering the beginning of all things. This knowledge was long considered to be forbidden among his race, but Krona pushed on anyways. He built a device that allowed him to see into the past and he pushed his device until he saw the very beginning...
That bolt rippled throughout the cosmos and created the Multiverse, a nearly endless expanse of alternate universes...and one universe of pure anti-matter...appropriately deemed the anti-matter universe. On the moon of Oa, a creature was born known as the Monitor. The Monitor drew his power from the existence of the amount of positive matter universes in existence. Similarly, on the anti-matter universe side, Oa's sister planet Qwards moon birthed a similar creature...the Anti-Monitor. Whose power was drawn from the existence of Anti-Matter. They fought until their fighting brought about an extended slumber.
Eons passed and something happened to awaken them. (I know what it was but seriously this is a complicated story) The Anti-Monitor set about destroying universes with anti-matter to increase his own power, while at the same time sapping his brothers. But, before the Monitor could die, he banded about a group of heroes to protect what was left of the multiverse. After multiple attempts, the Anti-Monitor was defeated...but not before all of the remaining reality and timelines from a handful of alternate earths were merged into one. (that is a VERY watered down explanation of the events in this historic series, but you get the gist)
One of the cool things Crisis did was feature, at least once, every single character the DC universe had in its arsenal at the time...Ragman was no exception.
Remember how I said that it took a few attempts to defeat the Anti-Monitor? Well, in one of the gatherings to plot the defeat of the Anti-Montior and his plans...there Ragman stood...
Can't find him? Aww come on! Nobody wants to play "Where's Ragman"?
Eh fine...
Now, he didn't have anything to do with the Crisis story...BUT he was there. Oh well. Props for appearing in a massive part of DC Comics history I suppose...
AND he DID appear on the Alex Ross cover specifically made for the collected edition of Crisis...
Ok, ok, he's hard to spot here. I'll help ya out...
So that's the Ragman appearance in Crisis (appearances I guess). Ragman had more appearances around the time of the Crisis, but that's for another time and blog entry. But here's just a little sneak peak/hint as to what is to come...
Don't forget to comment, like, share and follow/join the content on this blog! Always happy and thrilled to receive new and old fans of Ragman! And comments specifically are always a thrill! Special thanks to Diabolu Frank (fellow blogger and author of the 'Idol Head of Diabolu' blog and many others) for his recent comments. They did not go unnoticed or under appreciated!
(PS: For those of you who love the Crisis, I encourage you to read this extensive document by a friend of mine and fellow podcaster Adam Murdough. Adam possesses an expansive knowledge of the comics genre and the DC Universe and, in fact, wrote his college thesis on Crisis. The man is an encyclopedia DC Universia. You can read it by clicking HERE.)

redpajama_set_name: RedPajamaCommonCrawl


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Ocean Aid
Marine debris transfer station
Hard to Reach Beach Lana'i
The Team
JIM REDING
CHAIRMAN AND PRESIDENT
Jim has over 20 years in the hospitality industry, eight years in the military, and an MBA education. A wide variety of business and philanthropic ventures have brought Jim to focus on our most precious resource the world's oceans. As President and Chairman of Love the Sea, Jim is responsible for administering contracts, partnerships, funds, and records for this 501.c.3 nonprofit organization. This includes collaboration with board members and advisers to ensure proper due process and equitable use of resources.
CARLOS ADLEY & AVA BERMAN
Ava Berman graduated with a degree in marine biology from the University of Illinois and has kept her connection strong with the ocean as an avid scuba diver still adventuring to this day. Soon after completing her degree a great opportunity came her way, which drew Ava into the live music scene. This sparked a career that now spans over 30 years. Ava has been partners in over 15 live music venues, from Chicago, Los Angeles to Las Vegas. Many of the clubs have been praised top in the nation, attracting the most notable national & international music artists from around the world. When Ava was asked to be a Director at Love The Sea she leapt at the opportunity and has been a driving force, combining her experience and relationships in the music industry with her innate passion for a healthy marine environment. Ava is extremely happy to come full circle now incorporating her successful career  in the music industry with her love for the sea.
CAMPBELL FARRELL
EXECUTIVE DIRECTOR
Originally from New Zealand, after completing his apprenticeship in carpentry, Campbell traveled the world adventuring for 3 years. Being most attracted to the challenging ocean waters of Maui for windsurfing and surfing...
Campbell was in the right place at the right time, to join the pioneers of big wave tow in surfing at Peahi, other wise known as Jaws. For more than 15 years Campbell tackled the giant waves of Peahi and competed in many paddleboard races even winning the World Champtionship Molokai to Oahu SUP team event with Buzzy Kerbox in 2008. Campbell has now spent more than half of his life living in Hawaii and has been a part of numerous business ventures, owning and co-managing prominent brands in the water sports industry such as Mormaii USA and Starboard SUP NZ. Campbell is now partner of a successful convenient Health Food Deli and Juice Bar called "The Ku'au Store" on Maui's north shore. In 2010 while on a business trip for Range Industries (a NZ company whom manufactures shipping pallets from recycled plastic) Campbell met Captain Hayden Smith of Sea Cleaners New Zealand. Little did they know, that their friendship would lead to forming the non-profit LOVE THE SEA and co-creating OCEAN AID Hawaii to build awareness and help raise funds for other non profit groups who combat plastic pollution in the Worlds Oceans.
HANK COHEN
PRODUCER
Before forming Trifecta Entertainment in 2005, Hank Cohen served as President of MGM Television Entertainment overseeing all aspects of television including development, production and marketing for six years...
Under his tenure, Hank & was instrumental in securing groundbreaking deals utilizing shared programming windows across many cable and syndication outlets.
He grew the MGM Television brand through award-winning series, specials and made-for-television movies for network, cable and syndication while launching MGM's direct-to-video production unit with several successful films. Including the Launch of Live Aid. Hank was also responsible for many successful series franchises such as Stargate SG-1, Stargate Atlantis, The Outer Limits, L.A.P.D, Jeremiah, She Spies and Dead Like Me. Previously, Hank was VP of Comedy Development at Lorimar Television, where he supervised popular series such as Full House and Family Matters. As Vice President of Specials and Reality Series for ABC, he developed the America's Funniest Home Videos franchise.
MICHAEL CHUGG
Michael Chugg is an Australian entrepreneur, businessman, concert tour promoter and founder of Frontier Touring Company and Michael Chugg Entertainment. He has produced and promoted tours by some of the biggest acts in popular music...
from Bob Dylan, Prince, Elton John, The Red Hot Chili Peppers, Coldplay, Carlos Santana, Ray Charles, Radiohead, The Who, The Dixie Chicks, Robbie Williams, George Clinton, Doobie Brothers, Eddie Vedder, R.E.M, Ben Harper, No Doubt and many more. In 2010 he co-authored his autobiography, Hey, You in the Black T-Shirt: The Real Story of Touring the World's Biggest Acts, with journalist, Iain Shedden.
MCE has championed a number of festivals and cause based projects including the Australian leg of the worldwide Live Earth event, The East and West Coast Blues & Roots Festivals, The Melbourne International Music and Blues Festival, Point Nepean Music Festival and St Jeromes Laneway Festival. In 2005  he created the phenomenal charity event Wave Aid which brought together some of Australia's best artists who played to 50,000 people and raised over $2.3 Million dollars for the victims of the Boxing Day Tsunami, that devastated the Southern region of Thailand.
With a career spanning over 50 years in the live music industry, Chugg has received numerous prestigious accolades including "Promoter of the Year" Awards by Performance Magazine, Pollstar, The Australian Live Music Awards ad The International Live Music Conference Awards in London. He was also the recipient of the Gentleman Jack Award and the Nordoff Robins award in recognition of his outstanding achievements, contributions to the music industry and his charity work. He was appointed a Member of the Order of Australia with the citation "for service to music and the performing arts, particularly in relation to the promotion of Australian artists and to fundraising for youth and children's charities". In 2013 he launched Chugg Music, his own record label, signing Australian bands, The Griswolds, Deep Sea Arcade, Sheppard, Major Leagues, Lime Cordiale and New Zealand outfit Avalanche City and has since expanded the label into the US.
KEN KRAGEN
Ken Kragen is an author, speaker, non-profit consultant, TV & film producer and music manager. A graduate of Harvard Business School, Ken's illustrious career far transcends the music and entertainment industries...
He has managed some of the world's most talented entertainers, including Kenny Rogers, Lionel Richie, Trisha Yearwood, Olivia Newton John, The Bee Gees, Burt Reynolds, The Smothers Brothers and many others. He was the creator and organizer of the historic humanitarian projects "We Are the World" and "Hands Across America", for which he was bestowed the prestigious United Nations Peace Medal.
Among dozens of other awards, Ken Kragen has been celebrated by the NAACP, the Los Angeles Advertising Women, and the Boys And Girls Club of America. He received two MTV Awards, an American Music Award, several Emmy nominations, EBONY's American Black Achievement Award, Manager of the Year Award from the Conference of Personal Managers and the International Citizen Of The Year Award from the International Visitors Council.
During the past few years, Kragen has devoted an increasing amount of his time to teaching, speaking and writing as well as consulting work for leading corporations and many non-profit organizations.  He has done work for Cisco Systems, New York Life Insurance, Eastman Kodak, The Hollywood Reporter and the Country Radio Broadcasters Association, to name a few.
CAPTAIN HAYDEN SMITH
Captain Hayden Smith is Director of the New Zealand based marine conservation nonprofit organization, Sea Cleaners. Founder of the commercial marine litter collection concept in Auckland; he was awarded the Local Hero Medal ...
by "The New Zealander of the Year Awards" in 2011. With over a decade of experience as a contractor to the Watercare Harbour Clean-Up Trust , Hayden has extensive marine litter collection knowledge. He is credited with the removal of over 3.7 million liters of rubbish from the Waitemata Harbour and surrounding waters and has directed the coordination of over 100,000 volunteer hours of individual support.
Additionally, he led a personal expedition to the North Pacific Ocean to raise awareness of litter in the North Pacific Gyre. Today Hayden continues to promote the positive effects of working within local communities to solve global plastic pollution and marine debris issues.
CAPTAIN CHARLES MOORE
Captain Charles Moore is a seasoned oceanographer and Founder of The Algalita Marine Research Institute. He is credited with the 1997 discovery of 'The Great Pacific Garbage Patch', an area of the Pacific Ocean strewn with floating plastic debris...
twice the size of Texas. Moore has since become a world-renowned expert on the issue of plastic pollution, dedicating most of his time and resources to understanding the crisis and seeking to inspire solutions. As Algalita's Research Director, Captain Moore and his team have logged 15 voyages to the Garbage Patch since 1999. Moore also serves as Science Advisor to The 5 Gyres Project and is a Founding Advisor to The Plastic Pollution Coalition.
Today Moore continues to lead sea expeditions, combing through more than 150,000 miles of ocean, and authors scientific papers on plastic particulate pollution. He is recipient of the 2014 Peter Benchley "Hero of the Seas" Award and has been featured on The Late Show with David Letterman, The Colbert Report, ABC's Nightline, Good Morning America, National Public Radio, Rolling Stone, The Wall Street Journal, the New York Times, NBC, CBS, CNN and more. His book, Plastic Ocean, was published in October 2011 and has been translated into Japanese and Italian with other languages in the works.
HANNAH BERNARD
Co-Founder and Executive Director of Hawai'i Wildlife Fund, Hannah Bernard is an award-winning marine biologist with 33 years experience studying, teaching and directing efforts to support the conservation of Pacific Ocean marine -life. In addition to Ocean Aid...
she currently serves on two US peer-review panels to advise the NOAA/National Marine Fisheries Service on conservation of marine mammal populations.  She has served on numerous Boards and committees, including the Sierra Club's National Marine Wildlife and Habitat Committee, the Hawai'i Ecotourism Association, the Humpback Whale National Marine Sanctuary Advisory Council, Save Honolua Coalition, Maui Surfrider Foundation, Maui Coral Reef Network, Maui Reef Fund and the 'Ohana Coalition Steering Committee.
Hawai'i Wildlife Fund is a non-profit organization founded in 1996, and has orchestrated the removal of more than 200 tons of marine debris from some of Hawai'i's most impacted coastal habitats.
KAHI PACARRO
A 180 degree shift in Kahi Pacarro's life occurred after gaining perspective while traveling around the world. He found himself standing on the banks of polluted Manila Bay, Philippines which was predicated by a successful career in real estate development...
His previous career contributed to the pollution in the environment of not only Hawaii but also places like China, where he sourced materials for the high rise condominiums he had helped build. Contemplating what to do upon returning to Hawaii after 18 months abroad, the choice was made to sacrifice the successful monetary career for a pursuit that would help preserve Hawaii and the world for future generations and most importantly his progeny.
In 2011 Kahi co-founded Sustainable Coastlines Hawaii , a nonprofit organization focused on awakening volunteers at their cleanups to the fact that the items being removed off of local coastlines are the same items many use in everyday lives. Emphasis is placed on the notion that if all we ever do is clean beaches, that is all we will ever do; the true solution is in stopping the debris from ever being created in the first place. Creating an experience that shocks the volunteer into this recognition is a powerful and proven way towards the change most need to make.
DEBORAH BASSETT
Deborah Bassett is a dedicated environmental advocate whose passion for the oceans has led her to the front lines of marine conservation. Through the years she has participated in numerous global outreach and direct action campaigns ...
including shark finning education and anti-poaching patrols across the South Pacific. In 2008, she joined a crew of professional surfers to expose the annual slaughter of dolphins in Taiji, Japan, as featured in the 2010 Academy Award winning film, The Cove.
In 2012, Deborah traveled to the remote Faroe Islands to oppose the controversial hunting of pilot whales as showcased on Discovery's Animal Planet series, Whale Wars: Viking Shores. As the former Director of The Sea Shepherd Conservation Society Hawaii chapter, Deborah was instrumental in the development of a local reef campaign aimed at protecting threatened species from wildlife trafficking and habitat destruction. Today she continues to work as a consultant to various eco-initiatives with past clients including The Surfrider Foundation, Earth Island Institute, Ric O'Barry's Dolphin Project, Shark Angels, Global Green USA, Earth Day Maui, TEDx SF and Whale Trust Maui, amongst many others. Her work has been featured on The Carson Daly Show, Animal Planet, The Huffington Post, National Geographic, EcoRazzi and The Ecologist.
MARK SCHULMAN
Mark Schulman is a Drummer and Celebrity Speaker, best known for touring with some of the most famous musical acts on the planet, such as Foreigner, Velvet Revolver, Beyonce, Cher, Pink, Sheryl Crow, Stevie Nicks, Destiny's Child, Billy Idol and many more...
He has been voted 'Top 3 PopRock Drummers' in the 2014 Modern Drummer Reader's Poll, is the recipient of numerous Gold and Platinum discs and has appeared on numerous American and European variety television shows including The Grammys, David Letterman, The Tonight Show, Conan O'Brian, Jon Stewart, American Idol, Paul O' Grady, XFactor, Wetten Das and more.
Mark is also a music producer, trained audio engineer and studio co-owner of West Triad Recording Studio, in Venice, California. As an active educator, Mark taught at the Los Angeles Music Academy and served as the chairman of the board of directors of Create Now!, a nonprofit organization founded in 1996, to help change troubled children's lives through creative arts mentoring. A cancer survivor himself, Mark has also motivated children and teens through his work doing seminars with the Ronald McDonald House and benefits for the Teenage Cancer Trust in the UK.
PHIL SOMERVILLE
Native to New Zealand, Phil grew up on the shores of St Heliers Bay and Kohimarama. He spent many hours on and under the water, racing boats or exploring the amazing sights within it. Thus his passion for the ocean was born.
World adventure called… at 17 years old Phil set off around the globe, by the time he was 21 Phil had visited 30 countries. Returning to NZ, he started in the entertainment business as a model/actor. It was here he found a good mix of paid travel and variety for continued adventure. At 25 he formed a new production company 'Baby Cola Films' took the role of producer and went on to win several global awards. While his NZ production company was a huge success, it was not enough for Phil, so he ventured off again, back to North America.
Soon after arriving in LA he was given a position of Sports Director at a resort in Cozumel, Mexico. Here he met his bride to be and nineteen years later, they have two healthy boys and are living together in Marina Del Rey CA.
In 2001, Phil started an empowerment program for disadvantaged kids called Superdudes. During that time he worked closely with Pediatric Aids, Stop The Violence & The Shaq Pack, Stay In School Program to name a few. In more recent years Phil has returned to acting, taking small parts in some major blockbuster films. A few credits include, Zero Dark Thirty, The Island, Iron Man, Never Go Back & Captain Philips.
Phil is a Master Diver, actively diving since 13 years old. He has been yacht racing on the 40′ & 52′ west coast Californian circuit over past 15 years and currently holds his United States Coast Guard Captains Ticket.
"I've come to a point in my life, where I feel I need to do something that makes a real difference in peoples lives, or why do it at all. I have made a commitment not to work on anything that does not help others or send a positive message. To me it is everything; the Ocean has always been my calling. The Ocean is in a terrible state and getting worse. It is so polluted with plastic waste and debris that it deeply saddens me. I will do everything in my power to save our Ocean and the delicate Eco System supported by it."
'Captain Phil' is extremely motivated to do his part helping Love The Sea spread the word and raise awareness for Ocean Aid. He has dedicated the use of his 54ft Choy Lee Yacht, named 'TODAY' as research a vessel, while voyaging through the South Pacific 2017.
STUART COLEMAN
After moving to Hawaii in 1993, Stuart Holmes Coleman taught creative writing and literature at Punahou School, Iolani School and finally at the University of Hawai'i.
He went on to become a writer, speaker and leadership coordinator at the East-West Center. Along with publishing the award-winning book Eddie Would Go,Coleman later wrote Fierce Heart, Eddie Aikau: Hawaiian Hero (Bess Press, 2016) and more than 60 published articles on environmental and ocean-related issues. Coleman has given keynote talks about Hawaiian culture, environmental leadership and sustainable development at many institutions, including the Smithsonian Museum, the East-West Center and United Nations Development Program in Costa Rica. After serving as a volunteer leader for the Surfrider Foundation, Coleman became the first Hawaii Manager and formed the Rise Above Plastics (RAP) Coalition with many environmental groups. Together, they have helped pass groundbreaking new laws and policies to reduce plastic pollution, ban plastic bags and create smoke-free beaches & parks. Coleman is committed to protecting water quality and preserving coastal areas from development.
BRANDON FRIESEN
Brandon Friesen is an American, Grammy Award nominated and multi-Juno Award winning music producer, audio engineer, mixer, and television producer. In 2007, Brandon developed a TV production company known as "Arbor Television", which produces the acclaimed music/comedy variety series "Arbor Live." The series features artists such as Motley Crue, Buck Cherry, The Stray Cats, Velvet Revolver, Fishbone, Staind, Slayer, Mother Mother, Joe Satriani, Papa Roach, Comeback Kid and numerous other internationally-acclaimed bands.
Additionally, Brandon co-produced the successful reality show titled "LAX," which was broadcast on Viva, MTV, Nickelodeon, and Pro7 in Europe. Arbor Television produced European network Bravo's "The Best Of Bravo" in 2010, which featured appearances by celebrities such as Justin Bieber, Miley Cyrus, Kesha, Zac Efron, Taylor Lautner, Selena Gomez, and more – as well as various production co-ventures with Bravo, MTV, Nickelodeon, CBC and several other respected networks around the world. His current companies include record label Blue Cadillac Music (with partner Billy Ray Cyrus), Arbor Television, and C12 Records.
BILL WYLAND
Bill Wyland was born in Detroit Michigan and has been living in Hawaii since 1987. Bill is the founder of Bill Wyland Galleries International, the Wyland Collection Stores and most recently The Bill Wyland Galleries Lahaina.
In 1997 he founded Bill Wyland Holdings, which is an angel investment company that helps companies build out global sales and marketing channels and joint publishing, printing, media, electric vehicle and technology sector startups.Bill's latest endeavor is Hawaii Renewable Fuels, LLC where he is a managing partner. "HRF" is a Hawaii based project developer, providing commercial and military specification, cellulosic renewable bio-diesel or bio jet fuel. The company will be one of the first refineries in the U.S. to use the latest biomass technologies to turn green wood byproducts into renewable, second generation diesel and jet fuel that meets all quality standards required, as defined by the ASTM commercial and military grade specifications.
Bill splits his time between Haleiwa on Oahu's North Shore and Lahaina, Maui where he has a gallery on Front Street in historic Lahaina Town. He is an avid scuba diving, Skiing and Snowboarding, Tennis and sponsors a Wyland Polo Team. Bill has traveled extensively, visiting over 100 countries that has given Bill the unique opportunity to enjoy some of the most beautiful places on earth. Unintentionally it has also afforded him to see first hand what happens when our precious oceans and resources are abused. Being a steward of our lands and sea have become a priority for him.
This makes him excited to be a part of PlanSea.org which share in his personal beliefs and are also in alignment with Ocean Aid and LoveTheSea.org where he is one of the founding partners. With the Ocean Aid festival brand and L•E•A•F principals created, and a coalition of successful non profit partners, Love the Sea supports a local & global network of ocean stewards, working towards the eradication of plastic pollution and marine debris in the world's oceans, achieved through effective direct action, innovative educational outreach and strategic policy making campaigns that mitigate the prolific use of plastics plaguing our local and global environment. Ocean Aids first annual Music festival will be held in Late April 2017 in Waikiki on the island of Oahu. "Together we can save the oceans from plastics."
© Love The Sea. All rights reserved.


With the 2013 Fat Bike Summit and Festival only a day away, event organizers are working overtime to find rooms for attendees. Although only 100 are expected to attend the event in Island Park, Idaho, the number outstrips available accommodations at the town's four hotels.
Only in its second year, the event has mushroomed from a one-day policy forum on national park and forest access to a multi-day festival that includes product demos, clinics, test rides and races. A number of prominent bike brands and organizations signed on as sponsors this year, greatly raising the Summit's visibility. 9:ZERO:7, an Alaska-based fat-bike brand, recently joined Fat-Bike.Com, IMBA, Q-Outdoor and many others, including presenting sponsors Surly Bikes and Salsa Cycles.
The Fat Bike Summit and Festival runs from January 25 – 27.


Very entertaining and very funny book about an alien assigned to come to Earth and get a job at Time magazine. It helps to know some of the trends and personalities of the day when this was written. Then even if you don't it doesn't take away from the humor. This is a lot of fun.
Aliens want to visit Earth. They remake one of their own full of plastic and gadgets to make the trip. He takes the name Bing Walter. The Leader tells him to get a job as a science writer at Time magazine and then have a cover story printed about the coming visit from space.
Bing's capsule is disguised as a Fedder's rooftop air conditioning unit. When he has to communicate with the Leader and his wisecracking secretary Felicity, Bing has to change into a Fedder's repairman and crawl inside the unit.
He befriends writer J.Lew Trindle who sends story ideas to the editor. When they're accepted he never gets any credit. At Cal Tech in California, scientists are working on signals from space. Bing knows they're from his planet and he's waiting for them to translate them in advance of the visit. In a very funny sequence he imagines the whole thing as a movie in which the two scientists refuse to translate the signals.
Bing also runs across the amorous Sally Lou who gets drunk and takes Bing back to her place. Lucky for him she passed out before she realized his limitations. Bing also becomes pals with the Cal Tech computer that decides to call itself Rufus.
Before they can go any further the Cal Tech project is taken over by NASA. Rufus isn't happy. Meanwhile at the magazine Bing is helping Trindle break the code in the signals so it can lead to the cover story. At a drunken bash in the Village, Trindle tells Bing he sent a memo to the science editor about their story. That doesn't go over so well. In California, the unthinkable. The computer is missing. Maybe it didn't like the name the scientists gave it, Gloria.
If you like wacky computers and a book with a lot of laughs try and find this one.
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Artist Maggie West Unveils Virtual Art Piece On Netflix's New Hollywood Campus
Art, City Guide
Photo Credit: Kilroy Realty
Los Angeles-based artist Maggie West has turned her glowing neon lens to a variety of noteworthy causes—from her series celebrating the wide range of the gender spectrum, to portraits that reflect themes of body positivity and modern womanhood. West's photography and installation work amplifies a diverse set of voices and opinions and has captured the attention of cultural institutions (California Academy of Sciences, Smithsonian), celebrities (Lebron James, Sam Smith, Alexander Wang, Stephanie Beatriz and Alia Shawkat) and global brands (Google, Adidas).The latest brand to covet her inimitable style is Netflix, who is unveiling "Spectrum" today at its new Hollywood campus.
This piece is the central artwork in Kilroy Realty's 355,000 square foot commercial and retail complex on Vine. Hollywood's pioneers in sequin imagery, SparkleMasters, worked with West to fabricate the industry's first all-metal, photographic sequin mosaic. The glittering work of hand-crafted kinetic art spans 65 x 17 feet, five-stories tall, and is made up of 39,000 powder coated stainless steel sequins. Each 3 x 3-inch square sequin is laser-cut, custom painted and then intricately hung to create a vibrant, eye-catching portrait. The result, from any distance vantage point, is mesmerizing, brought to life using only the power of wind and sun.
By its very definition, "spectrum" is " a condition that is not limited to a specific set of values but can vary, without steps, across a continuum," and as such, this particular piece imagines a world in which our color perception is uninhibited by physical limitations. The piece explores gender expression and depicts an androgynous portrait of a young woman through an imagined lens of unhindered perception. With the added touch of Tinseltown's glitz and glam, "Spectrum" celebrates inclusivity in a vibrant and visual way. It invites those who choose to engage with it to lose themselves in the work of art, while challenging our imaginations and filling our world with color and escapism.
It's the perfect foil to Netflix's new creative urban campus, a development which artfully blends workplace, production, and luxury residential within a full 3.5-acre city block and which is targeting LEED Gold certification. The entertainment juggernaut is 100% leasing the workplace and production spaces, which will be nearing a completion in the last legs of the year. Jardine, the site's luxury residential tower, is wrapping up construction and slated for pre-leasing in early 2021. The virtual art reveal also coincides with a charitable campaign to support homeless youth via My Friend's Place, a Hollywood-based organization helping youth experiencing homelessness to move toward wellness, stability and self-sufficiency.
Below, we spoke to Maggie about her inspiration for the piece.
What inspired you to create this piece?
The artwork imagines a world in which our color perception is uninhibited by our physical limitations. SPECTRUM depicts a traditional Hollywood portraiture through an imagined lens of unhindered perception.
How did you factor Netflix into the equation?
I think of Spectrum as a new, revisioned take on a classic Hollywood portrait, and it seems very appropriate that this is the center art piece for the new Netflix campus. Netflix has been completely innovating the way in which we consume TV and movies for years now. I feel honored to be reimagining something as classic as a Hollywood portrait on their campus.
Who are your Hollywood inspirations?
This piece was not inspired by any one particular person or aspect of the entertainment industry, but rather draws upon the collective imagery of celebrity portraiture that is so prevalent in and around Hollywood architecture. Hollywood has a special place in my heart because I feel like my formative years growing as an artist in LA were spent in the heart of Hollywood. This is my first public art piece that will be a permeant part of the landscape, and as someone who lived in Hollywood for over 10 years, it really means a lot to be doing a piece which is going to be here for years and years to come.
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REMEMBER the days when you'd get free delivery at Amazon if you spent £10 or more? They were great.
Last May, the online giant angered customers when it increased its minimum spend to £20.
This means that you now have to order double the amount of stuff in order to get your free delivery.
However, with Black Friday and Christmas around the corner, more and more of us may be spending some serious cash at Amazon and there are some little-known ways to dodge the delivery charge.
Want to buy something that costs a fiver but don't want to pay the extra £3.95 for delivery? Then just add an item to your basket that is pre-order only.
For example, if you were to add the Call of Duty: Infinite Warfare Legacy game to your order, it will add a hefty £64 to your basket (taking you well over the free delivery threshold).
You'll only be charged for the game once it has dispatched (this particular game is due to be released on November 4).
Then as soon as the item you do want has been dispatched you can cancel the Call of Duty and still dodge the delivery charge.
Thinking you're going to be ordering quite a lot of items in the next few weeks? Then sign up to a 30 day Amazon trial.
It will offer next-day delivery as well as free video streaming (it's a bit like Netflix).
The service usually costs £79, so make sure you cancel before the month is up if you don't want to continue with it.
In fact, as soon as you sign up, you can go back into your account and select the option requesting that your membership doesn't continue after the free trial.
If you're a student you can get a whopping free six-month trial of unlimited one day delivery, prime video and prime music. Then after the trial period if over you get 50% off the price of Prime.
It's no surprise it's hard to come across items that are exactly £20 at Amazon – it wants you to pay for delivery.
However, if you find you are really close to hitting the mark, there's a nifty little tool called Supersaverdeliverytool which will help you identify products that will help you reach the magic £20 mark which will enable you to get free delivery.
You're better off buying some cupcake toppers for 40p, than paying £3.95 delivery. So, this isn't strictly free but it's the way to spend less than a pound and avoid the full delivery charge.
Does someone in your house already have Amazon Prime? You can share the benefits with up to four members (the next day delivery bit) and Prime Instant Video with up to one member.
Log into your Amazon account. Go to 'Manage Prime Membership' and then click 'Invite a Household Member'.
You can then share you delivery benefits by entering the name, relationship, birthday and email address of the guest along with your birthday (your guest will need to know the month and day of your birthday to accept the invitation). Amazon Student accounts are not allowed to share their accounts.
ON YOUR MARGHERITAS, GET SET, GO!
At Amazon, you can either buy your product from Amazon itself or you can order the exact same product from a Marketplace seller. These are independent sellers who offer a variety of new, used, refurbished and collectable merchandise.
If your item is considerably under £20, and you don't want to top it up – check there isn't an amazon seller selling exactly the same item, but delivering it free (or at least with cheaper delivery costs).
Orders including £10 or more of eligible books qualify for free delivery or free standard pickup. You can find the list of eligible books (there are hundreds of thousands of them, including best sellers such as the new Harry Potter book) here.
According to MoneySavingExpert who have tried this out, you can get any item sold directly by Amazon (even if it costs less than a tenner) delivered free of charge to an Amazon Locker as long as it's smaller than 53cm x 39.6cm x 33 cm and weighs less than 10lb.


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Home / Community Health & Wellness / Health & Wellness Blog / Early Glaucoma Screening Essential for Eye Health
Early Glaucoma Screening Essential for Eye Health
As with many eye conditions, early detection and treatment is key to glaucoma. The disease is devastating with no symptoms until vision is lost. Ophthalmologist Karen Rudo, MD, shares insight on glaucoma and how it can be addressed early for the best outcome.
There are a few types of glaucoma but the term often applies to the most common form, accounting for 90 percent of cases and affecting more than three million Americans. "Primary open-angle glaucoma is when the fluid in the eye has a pressure that is too high for the eye to tolerate. The specific pressure is different for every individual," said Dr. Rudo. The optic nerve, described as the cable connecting the eye to the brain, becomes damaged by the high pressure gradually over time, and peripheral vision is typically impacted first.
"Eye pressure cannot be felt and doesn't cause pain," explained Dr. Rudo. "Until the end stages, glaucoma has no symptoms. Once optic nerve damage occurs, it is not repairable." This is why early detection is so critical to preventing vision loss. Those most at risk of developing glaucoma are people who are older, have African or Hispanic heritage, use corticosteroids, have diabetes, or have prior eye injuries or family history of the condition.
Angle-closure glaucoma is an entirely different disease where the drain in the eye suddenly closes or is blocked, she said. It's more common among people of East Asian descent and females. With this type, the pupil doesn't change size in response to light, and symptoms—hazy vision, a red and painful eye, and a severe headache that can lead to nausea—develop within minutes. If treated the same day, vision may recover. Congenital and juvenile glaucoma are two other rare kinds of the disease.
Because increasing age is a significant glaucoma risk factor, Dr. Rudo recommends baseline screening by age 40. A complete eye exam assessing intraocular pressure and appearance of the optic nerve is the only way to detect glaucoma. "If anything looks suspicious, we do a computerized test of the peripheral vision, look at the health of the optic nerve and monitor for changes over time, and make sure the drain of the eye is open," she said.
If identified early, glaucoma is highly treatable, particularly with advanced testing technology and new medications now available, said Dr. Rudo."The goal is to lower the pressure in the eye, accomplished with prescription eye drops or a simple laser procedure. Many people elect for the laser treatment to avoid the difficulty of remembering to take drops. If the first line treatment isn't successful, sometimes surgery is required."
If you or a family member is in need of a doctor, visit Bayhealth.org/Find-A-Doctor or call 1-866-BAY-DOCS (229-3627) to be matched with a doctor who meets your needs.
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Kroger, Ocado Choose Georgia For High-Tech Customer Fulfillment Center
The $55 million investment in Forest Park, GA is expected to create more than 400 new jobs.
https://businessfacilities.com/2019/07/kroger-ocado-choose-georgia-for-high-tech-customer-fulfillment-center/
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Home » Blog » Industry News » Logistics & Distribution » Kroger, Ocado Choose Georgia For High-Tech Customer Fulfillment Center
Grocery retailer Kroger Co. and online grocery retailer Ocado have announced plans for a new high-tech customer fulfillment center (CFC) in Forest Park, GA. The $55 million investment will create more than 400 new jobs. The Forest Park CFC will be located in the Gillem Logistics Center and occupy 375,000 square feet. The CFC is scheduled to break ground later this year and be operational in 2021.
"Kroger is incredibly excited to construct one of our industry-leading Customer Fulfillment Centers in Forest Park—a city south of Atlanta—through our relationship with Ocado," said Robert Clark, Kroger's senior vice president of supply chain, manufacturing and sourcing. "Through our strategic partnership, we are leveraging advanced robotics technology and creative solutions to redefine the customer experience across America."
The CFC model – an automated warehouse facility with digital and robotic capabilities, also known as a "shed" – will be replicated to serve customers across America.
Kroger has committed to building 20 CFCs, powered by Ocado, to accelerate its ability to provide customers with anything, anytime and anywhere. The CFC model – an automated warehouse facility with digital and robotic capabilities, also known as a "shed" – will be replicated to serve customers across America. Last month, Kroger broke ground on America's first CFC, which is being constructed in Monroe, OH.
"Kroger and Ocado's first customer fulfillment center in Metro Atlanta will transform the ecommerce experience for customers in the region," said Luke Jensen, CEO of Ocado Solutions. "In a fast-developing landscape for grocery retail, Kroger's determination to continue delivering the best experience for its customers, online as in stores, is unparalleled."
"The new facility will provide Kroger the ability to bring customers across the coverage area fresher food faster than ever before," said Tim Brown, president of Kroger's Atlanta division. "I'm thrilled the Atlanta market was selected as one of the 20 CFC sites, and this location is a tribute to the commitment and enthusiasm Kroger has for the City of Forest Park, Clayton County and State of Georgia."
"I am so excited that Kroger and Ocado are bringing this facility to Forest Park," said Georgia Governor Brian Kemp. "Georgia has emerged as a hub for technology and innovation, and with access to our unrivaled logistics infrastructure and skilled workforce, I have no doubt that this new distribution center will allow Kroger to carry its operations to new heights."
"This announcement by Kroger and Ocado is a testament to the strength of Georgia's business climate and the draw of our talent and logistics," said Georgia Department of Economic Development Commissioner Pat Wilson. "We are looking forward to watching the success of this new facility as they ramp up operations in Georgia."
BioIQ To Locate Headquarters In Georgia The health IT company will create 500 jobs and invest more than $5 million in Cobb County through the location of its new headquarters.
US Elogistics Service Investing $4M In Georgia The company will establish a new distribution center in Austell, GA, creating 150 new jobs in the metro Atlanta region.
Kroger Investing $17M In Northern Kentucky Distribution Center The food retailer will increase production at the Florence, KY location and create 250 new jobs in the region.
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A seamless exchange, unforced, natural. The perfect mirror for Cullah's songwriting. His songs begin as explorations; he follows a riff or a melody, a drumbeat or a synth riff. Nothing forced. "The lyrics come last," he told me, as we sat down in his band's rehearsal space above Company Brewing on Center Street. I was so engrossed by Ian that we met twice, the second time at Beerline Café (great smoothies) where we discussed more specifically one of the tracks on his new album, "Cullahsus" called "Be Nine To Thrive." The song is an inner monologue, Ian talking to himself about being a full time musician, the sacrifices, the grind, and the hard work of making music. "I let the sound of the song tell me what to do," he says, as if that's the easiest thing in the world to accomplish.
Pretty grounded for a twenty-something year old who makes music in his bedroom.
But here's the other thing about Ian's music: his inner monologue is a bit more effective than others in one sense – his singing voice is an otherworldly musical instrument.
In other words, Ian has a huge voice. Immense. One part Jack White, one part Dan Auerbach and one part Jeff Buckley. I'm not sure there is a better pure vocalist in Milwaukee (or possibly even in the 500 mile radius). There are even parallels to Fiona Apple, whose unassuming presence exists in stark contrast to her voluminous vocal chords. If you get the chance to meet Ian, it is difficult to imagine the sound of his voice coming out of his body. But it is his singing voice that makes that inner monologue so much more powerful. Listening isn't optional, you're going to hear it whether you like it or not.
Ian McCullough, photographed at Beerline Cafe.
Ian is also a student of the musical game. He produces and records all of his own material. His life as a fulltime musician consists, as he describes it, of "sending a lot of e-mails, organizing events, making connections with bands – booking outside Milwaukee, press releasing and promoting and working a lot on video." As hard as he works, he's very humble, relaxed, grounded. He comes from a huge family, and on his mother's side of the family Ian is one of about 100 grandkids. (Yeah, you read that right.) The only other vocalist on "Cullahsus?" His sister.
Ian went to Trinity College in Dublin, Ireland and has a Masters of Philosophy in Music and Media Technology. He can carry a conversation about Psychoacoustics effortlessly. He shared with me his master's thesis, titled "MEDITENTION -- An audio-visual performance and tape piece expressing the emotional state of a performer via brain sensing and the use of four audio-visual themes." Still with me?
(Are you) a slave to a debt or a slave to sweat?
Good question. I suppose down the road Ian will have his answer, admitting that his songs are like a library of his emotional states at the time he wrote them. Kind of like a large emotional reference file.
Explore Cullah's discography and more at cullah.com.


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Dirce Reis is een gemeente in de Braziliaanse deelstaat São Paulo. De gemeente telt 1.623 inwoners (schatting 2009).

Gemeente in São Paulo

redpajama_set_name: RedPajamaWikipedia