Corporate Report

Corporate Report

Walter Industries Inc. plans

to spin-off, merge subsidiary

corporate report by Sean Roth | Real Estate Editor

Tampa-based Walter Industries Inc., a producer and exporter of U.S. metallurgical coal for the steel industry, plans to separate its financing operations from its core natural resources businesses.

The company plans to sell its interest in its subsidiary JWH Holding Co. LLC, parent company of Walter Mortgage Co. and Jim Walter Homes, to its shareholders.

Prior to the distribution, Jim Walter Homes will be sold or otherwise separated from JWH Holding Co. and will not be part of the spin-off entity.

The company also plans to merge JWH Holding Co. with Hanover Capital Mortgage Holdings Inc., a New Jersey-based real estate investment trust, effective immediately after the spin-off. The combined company, to be named Walter Investment Management Corp., will operate as a publicly traded REIT.

"Today marks a momentous step in our strategy to transform Walter Industries into a pure-play natural resources and energy company," company chairman Michael T. Tokarz, said in a press release. "The spin-off of the financing business will preserve the significant value of its portfolio for our shareholders and will allow for the efficient distribution of its earnings through dividends following the merger."

Mark J. O'Brien, chairman and CEO of JWH Holding Co., will become chairman and CEO of Walter Investment Management following the merger. Charles E. Cauthen, currently president of Walter Mortgage Co., will become president and chief operating officer of the new company.

The board of directors of Walter Industries will designate six directors, including Tokarz and O'Brien, to Walter Investment Management's board and Hanover will appoint one director.

The new company will continue to be headquartered in Tampa and will have 225 employees.

The spin-off and merger is scheduled for completion in early 2009, dependent upon approval from Hanover's shareholders, the IRS and the SEC.

The law firm of Simpson Thacher & Bartlett LLP and investment banker Moelis & Co. are serving as advisors to Walter Industries on the transaction. The investment banking firm of Keefe, Bruyette & Woods Inc. and the law firm of Thacher Proffitt & Wood LLP are advising Hanover.

Hanover Capital Mortgage Holdings Inc. is a specialty finance company that invests in mortgage loans and mortgage-backed securities.

CPC of America hires FTI

to explore strategic options

Sarasota-based CPC of America Inc. retained FTI Capital Advisors, LLC, the investment-banking subsidiary of FTI Consulting Inc., to explore strategic alternatives for the company.

FTI Capital Advisors will report back to the board of directors any potential interest from third parties in new licensing agreements or in acquiring the company or its technology.

CPC of America also appointed FTI's strategic communications practice, FD, to counsel CPC on public and investor relations.

CPC of America acquires, develops and oversees the manufacturing of cardiology therapeutic devices to diagnose and treat coronary artery disease. CPC's current focus is obtaining FDA approval of MedClose Vascular Closure System, an internal, puncture-closing device for use in catheter laboratories.

FTI is a global business advisory firm serving clients primarily involved in investigations, litigation, mergers and acquisitions, regulatory issues, reputation management and restructuring.

Living Water Products licenses

Coleman name for tubs, spas

Clearwater-based Living Water Products reached a licensing agreement with The Coleman Co. Inc. of Wichita, Kan., to manufacture Coleman-branded hot tubs and spas.

"We are excited about our brand-new lineup of hot tubs for 2009 that includes significant upgrades in technology and aesthetics," said Bradford Tatum, president of Living Water Products president, in a press release, and that he plans to introduce the new products on November 15.

The Coleman Co. markets a variety of outdoor products, including lanterns, stoves, tents, sleeping bags, backpacks, coolers, furniture and grills.

Living Water Products, formerly known collectively as Tatum Manufacturing Inc., Gulf Coast Spa Manufacturers and Spa Services Inc., makes a variety of name-brand hot tubs, including La-Z-Boy Spas, at a facility in Tampa.

Source Interlink subsidiary to

market "Animal

Atlas" DVD

NCircle Entertainment, a subsidiary of Bonita Springs-based media and marketing services company Source Interlink Cos. Inc., reached an exclusive three-year distribution agreement with LongNeedle Entertainment for the North American DVD and digital rights to "Animal Atlas," a critically acclaimed children's TV series.

In its fifth season, "Animal Atlas" informs viewers ages three to 12 about domesticated and wild animals. The nationally syndicated program reaches more than 85% of U.S. television households through Fox and ABC owned-and-operated stations, plus Raycom, Sinclair, Cox, Media General, and Clear Channel stations. It is also aired in Spanish on the Telefutura Network and in HD on the VOOM Network, plus is shown in nearly a dozen international markets.

"'Animal Atlas' has proven to be a great success in the broadcast arena and we believe consumers will welcome our quality home entertainment programs into their homes as a new medium," Peter McDonnell, head of business development at LongNeedle Entertainment and a producer of the show, said in a press release. "Putting 'Animal Atlas' on DVD provides an opportunity for more children to discover the incredible animal kingdom and revisit it time and time again. NCircle has an in-depth knowledge of the children's home entertainment sector and the breadth of experience we've been looking for to effectively launch and market DVDs of 'Animal Atlas.'"

The premiere "Animal Atlas" DVD is set for release on Dec. 23.