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Loews Corporation

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Loews Corporation is an American conglomerate headquartered in New York City . The company's majority-stake holdings include CNA Financial Corporation , Boardwalk Pipeline Partners , Loews Hotels and Altium Packaging.

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57-482: The corporation positions itself as a value investor with a long-term focus. In recent years, Loews has also allocated significant capital for share buybacks. In the three years ended December 31, 2012, Loews spent $ 1.3 billion repurchasing shares . Between 1971 and 2020, the corporation reduced its shares outstanding from 1.3 billion shares to 291 million shares. Loews Corporation traces its roots to 1946 when Laurence Tisch persuaded his parents to invest $ 125,000 to buy

114-423: A "minimum holding buyback"). This does not require a resolution but the purchased shares must still be canceled. Repurchases account for a small fraction of the trading volume in a typical stock, making their price impact too small to generate short-term price manipulation. The short-term price increase after buybacks is modest and does not reverse on average. Share repurchases have been critically evaluated since

171-473: A byproduct of natural gas extraction. It is also known as "condensate", "natural gasoline", "casing head gas", "raw gas", "white gas" and "liquid gold". Drip gas is defined in the United States Code of Federal Regulations as consisting of butane , pentane , and hexane hydrocarbons . Within set ranges of distillation , drip gas may be extracted and used to denature fuel alcohol. Drip gas

228-434: A company repurchases its own shares, it reduces the number of shares held by the public. The reduction of the float, or publicly traded shares, means that even if profits remain the same, the earnings per share increase. Repurchases allow stockholders to delay taxes which they would have been required to pay on dividends in the year the dividends are paid, to instead pay taxes on the capital gains they receive when they sell

285-546: A decade later. Loews sold the theater business in 1985 (it continued operating under the Loew's brand name, while the investment operates as Loews ). Laurence Tisch briefly owned, through Loews, a significant portion of US television and radio broadcaster CBS in the 1980s. As chairman of CBS, he also approved the deal that brought late-night host David Letterman to the network from NBC . Loews involvement in CBS ended in 1995, with

342-472: A generational shift in corporate leadership. That year, James Tisch was named president and CEO, and the Office of the president was created with three members: James Tisch, Andrew Tisch, and Jonathan Tisch. In 2006, Jonathan Tisch and Andrew Tisch were elected co-chairmen of the board. The company has issued only a single class of common stock and all shareholders have equal voting rights. The current members of

399-756: A mention in Terrence Malick's movie Badlands . Drip gas was sold commercially at gas stations and hardware stores in North America until the early 1950s. The white gas sold today is a similar product but is produced at refineries with the carcinogen benzene removed. In 1975, the New Mexico State Police's drip gas detail – three men in pickup trucks – began patrolling oil and gas fields, catching thieves and recovering barrels of stolen gas. The detail stopped its work in 1987. The use of drip gas in cars and trucks

456-424: A particular time interval again ranging from months to even years. According to SEC Rule 10b-18, the issuer cannot purchase more than 25% of the average daily volume. An accelerated share repurchase (ASR) is a share buyback strategy where a company repurchases a large chunk of its publicly traded equity shares. Companies rely on specialized investment banks to effectuate the transaction. In a typical ASR transaction,

513-412: A potentially profitable investment for the manager. That is, they may repurchase the currently undervalued shares, wait for the market to correct the undervaluation whereby prices increase to the intrinsic value of the equity, and re-issue them at a profit. Alternatively, they may undertake a fixed price tender offer, whereby a premium is often offered over current market price; this sends a strong signal to

570-465: A public offering, with the proceeds to be used for general corporate purposes. The sale's value was $ 740 million. Loews Corporation was the parent company of Bulova until 2007, when it sold the company to Citizen Watch . On June 4, 2007, Loews Corporation announced it would acquire a portion of the operations of Dominion Resources for $ 4.03 billion dollars. Loews rebranded the assets HighMount Exploration & Production. This wholly owned subsidiary

627-681: A resort hotel in Lakewood, New Jersey . Laurence's brother Robert joined the business shortly thereafter. The Tisch brothers began to invest their profits in expanding the hotel business. By 1956, the brothers were in a position to build their first hotel, the Americana in Bal Harbour, Florida , for $ 17 million in cash. In the wake of the landmark 1948 Supreme Court antitrust ruling in United States v. Paramount Pictures, Inc. , all

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684-421: A selective buyback. The notice to shareholders convening the meeting to vote on a selective buyback must include a statement setting out all material information that is relevant to the proposal, although it is not necessary for the company to provide information already disclosed to the shareholders, if that would be unreasonable. A company may also buy back shares held by or for employees or salaried directors of

741-479: Is a low-density mixture of hydrocarbon liquids that are present as gaseous components in the raw natural gas produced from many natural gas fields . Some gas species within the raw natural gas will condense to a liquid state if the temperature is reduced to below the hydrocarbon dew point temperature at a set pressure. The natural gas condensate is also called condensate , or gas condensate , or sometimes natural gasoline because it contains hydrocarbons within

798-400: Is also used as a cleaner and solvent as well as a lantern and stove fuel. Some early internal combustion engines —such as the first types made by Karl Benz , and early Wright brothers aircraft engines—used natural gasoline , which could be either drip gas or a similar range of hydrocarbons distilled from crude oil. Natural gasoline has an octane rating of about 30 to 50, sufficient for

855-424: Is dangerous for crew due to the danger of explosions, oxygen displacement and the threat of asphyxiating and anaesthetizing, which can occur within a few human breaths. Because condensate is typically liquid in ambient conditions and also has very low viscosity, condensate is often used to dilute highly viscous heavier oils that cannot otherwise be efficiently transported via pipelines . In particular, condensate

912-606: Is engaged in the exploration and production of natural gas and natural gas liquids . On May 23, 2014, Loews announced that HighMount is pursuing strategic alternatives, including a potential sale of business. HighMont was sold later that year to the private equity firm EnerVest. On December 17, 2007, Loews Corporation announced a plan to spin off its entire ownership interest in Lorillard to holders of Carolina Group stock and Loews common stock. Founders Laurence and Robert Tisch served as co-CEOs until 1998 when they retired as part of

969-462: Is exchanged for a reduction in the number of shares outstanding . The company either retires the repurchased shares or keeps them as treasury stock , available for reissuance . Under U.S. corporate law , there are six primary methods of stock repurchase: open market, private negotiations, repurchase " put " rights, two variants of self-tender repurchase (a fixed price tender offer and a Dutch auction ), and accelerate repurchases. More than 95% of

1026-422: Is frequently mixed with bitumen from oil sands to create dilbit . In 2013, the increased use of condensate as diluent significantly increased its price in certain regions. Drip gas , so named because it can be drawn off the bottom of small chambers (called drips ) sometimes installed in pipelines from gas wells, is another name for natural-gas condensate, a naturally occurring form of gasoline obtained as

1083-473: Is often affected by share buybacks, part of their rewards may be tied to targets on share price or earnings per share. Due to the reduction of the number of shares the share price increases more than the market capitalization of the company. Share repurchases has been criticized for causing misaligned incentives between total shareholder value and executive compensation. Natural gas liquids Natural-gas condensate , also called natural gas liquids ,

1140-440: Is the open-market stock repurchase, representing almost 95% of all repurchases. A firm will announce that it will repurchase some shares in the open market from time to time as market conditions dictate and maintains the option of deciding whether, when, and how much to repurchase. Open-market repurchases can span months or even years. There are, however, daily buyback limits which restrict the amount of stock that can be bought over

1197-462: The balance sheet , which makes the company a more attractive target for takeover, since the cash can be used to pay down the debt incurred to carry out the acquisition. Anti-takeover strategies, therefore, often include maintaining a lean cash position and share repurchases bolster the stock price, making a takeover more expensive. The most common share repurchase method in the United States

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1254-583: The 1970's when Securities and Exchange Commission ascertained "that a large volume of stock buybacks would manipulate the market". Rule 10b-18 has been criticized for leaving stock repurchases "virtually unregulated". According to Lenore Palladino, an economist at the Roosevelt Institute , stock buy back programs are "one of the drivers of our imbalanced economy, in which corporate profits and shareholder payments continue to grow while wages for typical workers stay flat." Executive compensation

1311-438: The board of directors of Loews Corporation are Ann E. Berman, Joseph L. Bower, Charles D. Davidson, Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Philip A. Laskawy, Susan P. Peters, Anthony Welters , Andrew H. Tisch, James S. Tisch and Jonathan M. Tisch. On February 13, 2003, the company restated its financial statements as of and for the years ended December 31, 2001 to 2000 as well as its interim financial statements for

1368-476: The buyback programs worldwide are through an open-market method, whereby the company announces the buyback program and then repurchases shares in the open market (stock exchange). In the late 20th and the early 21st century, there was a sharp rise in the volume of share repurchases in the United States. Large share repurchases started later in Europe than in the United States, but are nowadays a common practice around

1425-415: The company delivers the cash up front to the investment bank and enters into a forward contract to have its shares delivered at specified future date, adhering to regulations. Subsequently, the bank, borrows shares of the company, and delivers those shares back to the company. Companies often engage in accelerated share repurchase (ASR) programs, if they have certain convictions about the intrinsic valuation of

1482-448: The company or a related company. This type of buyback, referred to as an "employee share scheme buyback", requires an ordinary resolution. A listed company may also buy back its shares in on-market trading on the stock exchange, following the passing of an ordinary resolution if over the 10/12 limit. The stock exchange's rules apply to "on-market buybacks". A listed company may also buy unmarketable parcels of shares from shareholders (called

1539-471: The company or if they have commitments of capital return to shareholders. Prior to 1981, all tender offer repurchases were executed using a fixed-price tender offer. This offer specifies in advance a single purchase price, the number of shares sought, and the duration of the offer, with public disclosure required. The offer may be made conditional upon receiving tenders of a minimum number of shares, and it may permit withdrawal of tendered shares prior to

1596-605: The company restated results from 2001 through September 2005 to correct accounting for discontinued operations acquired in CNA's merger with the Continental Corp. in 1995. On March 8, 2006, the company said that financial statements for periods from 2001 to 2004 and the first three quarters of 2005 shouldn't be relied on because of accounting classification errors at its majority-owned subsidiary CNA Financial Corp, and it would restate financial statements for 2003 and 2004 and for

1653-603: The end of the classic movie "palaces" from the Golden Age of Hollywood . The brothers soon diversified the Loews business, successfully venturing into a variety of areas as the 1960s and 1970s progressed. Loews acquired Lorillard Tobacco Company in 1968, CNA Financial in 1974, and the Bulova Watch Company in 1979. Through acquisitions, Loews's revenues grew from $ 100 million in 1970 to more than $ 3 billion by

1710-541: The energy industry globally. In 2003, Loews purchased Texas Gas Transmission, then bought Gulf South Pipeline Company a year later. These two companies were consolidated into a new entity, Boardwalk Pipeline Partners, which went public in 2005. Structured as a midstream master limited partnership (MLP), Boardwalk Pipeline provides transportation, storage, gathering, and processing of natural gas and liquids for its customers. On May 10, 2006, Loews Corporation announced that it would offer 15 million shares of Carolina Group via

1767-463: The first three quarters of 2002 to reflect an adjustment to the company's historical accounting for CNA's investment in life settlement contracts and the related revenue recognition. On March 19, 2003, the company announced a revision to its previously reported fourth-quarter and year-end 2002 results to reflect an additional $ 28.9 million of impairment losses on equity securities at the company's CNA Financial Corporation subsidiary. On February 16, 2006,

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1824-445: The first three quarters of 2005 to correct the classification errors. Repurchasing shares Share repurchase , also known as share buyback or stock buyback , is the reacquisition by a company of its own shares. It represents an alternate and more flexible way (relative to dividends ) of returning money to shareholders. Repurchases allow stockholders to delay taxes which they would have been required to pay on dividends in

1881-442: The form of dividends or stock repurchases. The remainder of profits are retained earnings , kept inside the company and used for investing in the future of the company, if profitable ventures for reinvestment of retained earnings can be identified. However, sometimes companies may find that some or all of their retained earnings cannot be reinvested to produce acceptable returns. Share repurchases are an alternative to dividends. When

1938-422: The fuel. Most were also equipped with thermosiphon cooling systems that used no water pumps. Natural convection allowed the water to flow up and out of the engine block and into the top of the radiator, where it cooled and dropped and fell to continue the cycle. Woody Guthrie 's autobiographical novel Seeds of Man begins with Woody and his uncle Jeff tapping a natural gas pipeline for drip gas. The gas also has

1995-856: The gasoline boiling range, and is also referred to by the shortened name condy by many workers on gas installations. Raw natural gas used to create condensate may come from any type of gas well such as: There are many condensate sources, and each has its own unique gas condensate composition. In general, gas condensate has a specific gravity ranging from 0.5 to 0.8, and is composed of hydrocarbons such as propane , butane , pentane , and hexane . Natural gas compounds with more than two carbon atoms exist as liquids at ambient temperatures and pressures. Propane , butane , and isobutane are liquid at normal temperatures only under pressure. Additionally, condensate may contain: There are hundreds of different equipment configurations to separate natural gas condensate from raw natural gas. The schematic flow diagram to

2052-419: The heavy fuel would flow to the carburetor. Shutters or curtains were typically used to restrict airflow to the radiator, keeping the engine sufficiently hot for efficient operation. Coolant temperatures in the 200 degree F range were normal. John Deere two-cylinder all-fuel tractors worked well on heavy fuel, as their long piston strokes, slow engine speeds and low compression ratios allowed for effective use of

2109-411: The heavy fuel. They were equipped with a small gasoline tank and a large fuel tank, both of which fed into a common valve supplying the fuel to the carburetor. The engine would be started on gasoline and the tractor would then be worked until the engine was sufficiently warm to change over. At that point, the fuel valve would be turned to switch the fuel supply from the gasoline tank to the fuel tank and

2166-493: The high and low pressure separators may need to be processed to remove hydrogen sulfide ( H 2 S ) before the water can be disposed of underground or reused in some fashion. Some of the raw natural gas may be re-injected into the producing formation to help maintain the reservoir pressure, or for storage pending later installation of a pipeline. Natural gas condensate is generally more flammable and explosive than normal crude oil. Operating in areas where condensate has escaped

2223-561: The low pressure separator is sent to a "booster" compressor that raises the gas pressure and sends it through a cooler, and then to the main gas compressor. At the raw natural gas processing plant, the gas will be dehydrated and acid gases and other impurities will be removed from the gas. Then, the ethane ( C 2 ), propane ( C 3 ), butanes ( C 4 ), and pentanes ( C 5 )—plus higher molecular weight hydrocarbons referred to as C 5+ —will also be removed and recovered as byproducts. The water removed from both

2280-469: The low-compression engines of the early 20th century. By 1930, improved engines and higher compression ratios required higher-octane, refined gasolines to produce power without knocking or detonation. Beginning in the Great Depression , drip gas was used as a replacement for commercial gasoline by people in oil-producing areas. "In the days of simple engines in automobiles and farm tractors it

2337-559: The major movie studios, including Metro-Goldwyn-Mayer (MGM), were ordered to sell off the movie theater chains they owned and operated. In 1959, the Tisch brothers purchased a controlling interest in Loew's Theatres , a nationwide chain of 102 movie theaters, from MGM. This acquisition formed the foundation of the modern-day Loews Corporation, and the company was listed on the New York Stock Exchange that same year. By

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2394-500: The market that they believe that the firm's equity is undervalued, which is proven by their willingness to pay above market price to repurchase the shares. However, scholars also suggest that repurchases sometimes might be a cheap talk and convey a misleading signal due to the flexibility of repurchases. Share repurchases avoid the accumulation of excessive amounts of cash in the corporation. Companies with strong cash generation and limited needs for capital spending will accumulate cash on

2451-427: The offer's expiration date. Shareholders decide whether or not to participate, and if so, the number of shares to tender to the firm at the specified price. Frequently, officers and directors are precluded from participating in tender offers. If the number of shares tendered exceeds the number sought, then the company purchases less than all shares tendered at the purchase price on a pro rata basis to all who tendered at

2508-420: The operating pressure of and the distance to the raw natural gas processing plant and may require a multi-stage compressor. The gas condensate from the high pressure separator flows through a throttling control valve to a low pressure separator. The reduction in pressure across the control valve causes the condensate to undergo a partial vaporization referred to as flash vaporization . The raw natural gas from

2565-563: The purchase price on a pro rata basis to all who tendered at or below the purchase price. If too few shares are tendered, then the firm either cancels the offer (provided it had been made conditional on a minimum acceptance), or it buys back all tendered shares at the maximum price. The first firm to use the Dutch auction was Todd Shipyards in 1981. In broad terms, a selective buyback is one in which identical offers are not made to every shareholder, for example, if offers are made to only some of

2622-488: The purchase price. If the number of shares tendered is below the number sought, the company may choose to extend the offer's expiration date. The introduction of the Dutch auction share repurchase in 1981 allows an alternative form of tender offer. A Dutch auction offer specifies a price range within which the shares will ultimately be purchased. Shareholders are invited to tender their stock, if they desire, at any price within

2679-409: The right depicts just one of the possible configurations. The raw natural gas feedstock from a gas well or a group of wells is cooled to lower the gas temperature to below its hydrocarbon dew point at the feedstock pressure. This condenses a large part of the gas condensate hydrocarbons. The feedstock mixture of gas, liquid condensate and water is then routed to a high pressure separator vessel where

2736-423: The sale of CBS to Westinghouse Electric Corporation for $ 5.4 billion. In the past two decades, Loews further diversified into the energy business. In 1989, the company acquired Diamond M Drilling. The subsidiary acquired ODECO in 1992, adding 39 oil rigs. A year later, the combined businesses were renamed Diamond Offshore. The operating subsidiary, which went public in 1995, provides contract drilling services to

2793-462: The shareholders in the company. In the United States, no special shareholder approval of a selective buyback is required. In the UK, however, the scheme must first be approved by all shareholders, or by a special resolution (requiring a 75% majority) of the members in which no vote is cast by selling shareholders or their associates. Selling shareholders may not vote in favor of a special resolution to approve

2850-420: The stated range. The firm then compiles these responses, creating a demand curve for the stock. The purchase price is the lowest price that allows the firm to buy the number of shares sought in the offer, and the firm pays that price to all investors who tendered at or below that price. If the number of shares tendered exceeds the number sought, then the company purchases less than all shares tendered at or below

2907-432: The stock, whose price is now higher because of the smaller number of shares outstanding. Aside from paying out free cash flow, repurchases may also be used to signal and/or take advantage of undervaluation. If a firm's manager believes their firm's stock is currently trading below its intrinsic value, they may consider repurchases. An open market repurchase, whereby no premium is paid on top of current market price, offers

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2964-426: The summer of 1960, the brothers had gained control of the company; the brothers became co-chairmen. The theaters were aging and not suited to then-current movie-going trends, which anticipated the multiplex ; however, the theaters were located on highly valuable city property. Almost immediately, the Tisch brothers began closing and demolishing many of these theaters, selling the vacant lots to developers. This hastened

3021-425: The tractors were referred to as "all-fuel". The most important factor in burning heavy fuels in a spark-ignition engine is proper fuel vaporization. Tractors designed to run on those fuels usually used a "hot" intake air manifold that allowed exhaust heat to warm the manifold and carburetor to aid vaporization. Given the poor vaporization at low temperatures, all-fuel tractors were started on gasoline, then switched to

3078-404: The water and the raw natural gas are separated and removed. If a pressure boost is required, the raw natural gas from the high pressure separator is sent to the main gas compressor , which raises the pressure of the gases to whatever pressure is required for the pipeline transportation of the gas to the raw natural gas processing plant. The main gas compressor discharge pressure will depend upon

3135-489: The world. U.S. Securities and Exchange Commission (SEC) rule 10b-18 sets requirements for stock repurchase in the United States. Rule 10b-18 provides a voluntary "safe harbor" from liability for market manipulation under Sections 9(a)(2) and 10(b) of the Securities Exchange Act of 1934 . Companies typically have two uses for profits. Firstly, some part of profits can be distributed to shareholders in

3192-401: The year the dividends are paid, to instead pay taxes on the capital gains they receive when they sell the stock, whose price is now proportionally higher because of the smaller number of shares outstanding . In most countries, a corporation can repurchase its own stock by distributing cash to existing shareholders in exchange for a fraction of the company's outstanding equity ; that is, cash

3249-614: Was not uncommon for anyone having access to a condensate well to fill his tank with 'drip,'" according to the Oklahoma Historical Society. Sometimes it worked fine. "At other times it might cause thundering backfires and clouds of foul-smelling smoke." Certain manufacturers such as John Deere made farm tractors specifically designed to run on heavy, low-octane fuels which were commonly called " distillate " or "tractor fuel". Other names were tractor vaporising oil (United Kingdom) and "power kerosene" (Australia). Often

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