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Books by Type/Genre
Books by Author
Books by Series
Our titles are available on Amazon, in bookstores across the USA and around the world. Ebook versions of our titles are available through Amazon Kindle, iTunes, Nook, Kobo and their affiliates.
Books by L.E. Franks
Can This Be Real
L.E. Franks
Chef Christian De Guisse can't trust a man who doesn't love his food, while Detective Andrew Simmons won't let any man close who thinks he's broken---somewhere between these two points, love is possible, but only if they get real.
When Chef Christian De Guisse accidently outs Celebrity Chef Jordan Slayer during a fight in front of The Times entertainment reporter---it only gets Christian ex-boyfriend status and a one-way plane ticket to culinary exile in Oregon. But a fortuitous meeting with Detective Andrew Simmons at the Portland airport keeps Christian and his collection of exotic herbs out of the hands of Homeland Security, starting the chemistry simmering between them. Andy isn't much of a foodie and for a chef who communicates love through his cooking this may be one hurdle too high...until they're finally ready to get real.


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Benutzer Journal
Benefits of Accounting Software
von: thomasshaw9688
Geschrieben am: 03-10-2019 @ 04:00 pm
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text: NoDakFreights 160 Posted December 4, 2009 Well in typical North Dakota fashion, we went from 40 degrees and clear to single digits and non-stop snow in a matter of a week. I'd rather be indoors posting, so here's a bonus bench for you. All photos benched myself in North Dakota using Canon equipment (2 cameras, 3 lenses and a flash). Most grain hoppers are from the Canadian Pacific/Soo Line. Most boxcars, reefers, containers and auto racks are the BNSF line. About half were caught while rolling. I bench just about every day and I've got a couple hundred flix that I'm going to try to start posting up in threads labeled by the timeframe I caught them. Enjoy! PS- Make sure you check back on the Reefers thread, I constantly add to that thread (all my reefers)… Quote Share this post Link to post Share on other sites


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6 October 2019
Dear Father,
On behalf of the Sisters of Compassion, thank you for supporting the Suzanne Aubert Celebration Sunday. I am unsure if your parish is able to play the video that has been prepared for this special day. If not, then as an alternative, I am writing to ask if you could please read out the following message after Communion on Celebration Sunday.
"Today at the beginning of the Extraordinary Month of Mission called by Pope Francis, we remember one of the great missionaries who came to New Zealand 150 years ago. Venerable Suzanne Aubert was just 25 when she responded to Christ's call to leave her native country of France and spend three months travelling to New Zealand on a whaling boat. She had a
particular calling to serve Māori, and she became known to the tangata whenua as Meri Hohepa – a woman of great faith.
Her response to what she encountered in Aotearoa at that time was to establish the first soup kitchen in New Zealand, which still serves thousands of meals a year. She established homes for abandoned children and provided care for the severely disabled, the sick, and the dying.
Suzanne died here in Aotearoa New Zealand 94 years ago this week.
For 66 years of her life, she sought to be the compassionate face of Jesus to all she encountered.
Venerable Suzanne has already reached the second of four steps on her journey to sainthood.
Earlier this year, a formal diocesan inquiry was held in Christchurch to investigate an alleged
miracle through her intercession. Those findings are currently being examined in Rome and the New Zealand bishops will be meeting with the Congregation for the Causes of Saints at the Vatican when we visit later this month.
Let us continue to pray for the recognition of Suzanne's intercession in the granting of a miracle.
She can then be beatified and thus universally acclaimed as a true and humble follower of Jesus, inspiring us on our own journey or hikoi of faith. And as we wait, the Sisters of Compassion invite you to consider visiting the final resting place of Venerable Suzanne Aubert in Island Bay, Wellington, which holds some wonderful reflection and prayerful events like the forthcoming Taize weekend in November, or any of the places she visited and worked around New Zealand.
As Suzanne often said: "Thanks be to God for all He has done and is doing for us".
Yours sincerely in Christ
Patrick Dunn
President – NZCBC / Bishop of Auckland
6 October 2019


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Hi folks,
I was hoping to use the 'Product recommendations' feature in Debut. But from what I see it pulls products from ALL the collections and not just the small sub-collection that a product is in. Basically I would like to specify the collection to recommend.
For example: Say I have a tshirt and its part of the global site 'tshirt' collection, but then I also have it in a very small 5 product group called 'bowie'. This bowie collection contains 5 tshirts, all with slight design variations. I would like the customer to be able to see that below the main product there up to 4 additional designs in the collection.
I am hoping to use an existing Section and add in to the product.liquid in a similar way to
{% section 'product-recommendations' %} has been used.
If its not possible to do this automatically using collections then can add something into the product.liquid (say Custom content or Featured Collection) and then time I can at least manually add the images, prices and product links.
Many thanks,
Hey there, David
Bo here from Shopify Support!
That is a really great question! The recommendation algorithm uses sales data and product descriptions to show a mix of products that are similar or often bought together. Product recommendations become more accurate over time as new orders and product data become available. You can read more about this in this help doc.
I do, however, totally see where you are coming from. Being able to select more closely related products to show alongside your products. For this kind of control, I would have to recommend going down the lines of related product apps. You can take a look at our product recommendation apps here.
Let me know how this goes and if there is anything else I can assist you with, I'm happy to help!
All the Best,
Bo | Social Care @ Shopify
- Was my reply helpful? Click Like to let me know!
- Was your question answered? Mark it as an Accepted Solution
- To learn more visit the Shopify Help Center or the Shopify Blog
That is absolutely great to hear, David. If you would like any feedback on your store please feel free to share it with me on this thread, I would be more than happy to take a look at it for you.
All the Best,
Bo | Social Care @ Shopify
- Was my reply helpful? Click Like to let me know!
- Was your question answered? Mark it as an Accepted Solution
- To learn more visit the Shopify Help Center or the Shopify Blog
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Archive Post
- Best PlaySchool Preschool Daycare in Shivalik Malviya Nagar, South Delhi
- Needed a kids corner
- Why choose preschool
- Effects of war on kids
- Success- Socrates
- Daycare Vs Nanny
- Obesity
- Pollution Caused by Plastics
- World Autism Awareness Day
- Yoga for Children
- Yoga for Young Children (5-12 years)
- Yoga for Adolescents (13-18 years)
- Eating Disorders
- Parenting is a very intricate process
- It's a flow, painting
- Health is wealth
- Swine Flu
- Chicken Pox
- Diabetes
- Thyroid
- Chronic Onychophagia
- Anxiety and Depression
- Preschool Franchise in India
Why choose preschool
When we talk about Preschool, the very first question that comes in our mind is –what benefits will it provide my child?
Surveys reveal that children who go to a Preschool are more active, attentive and clever at works. They learn things faster as compared to children who don't go to preschools.
It is an established fact now that the first five years of a child's life are the most important ones. It is the time when his personality and intelligence level are determined. The child's brain is a lot more active and alert than an adults is, forever grasping new skills, language and methods. We had a talk with Mrs. Shallu Soni, the director of playschool Sadhana Shishu Mandir on how important really Are the Preschool Years in a child's life?
Q) Why is preschool important?
Shallu: The preschool experience prepares children for a lifetime of learning. In preschool children are introduced to concepts in a fun relaxed environment. Children see that learning is exciting and they want to learn more.
Q) What skills are taught to the children in playschool?
Shallu: In playschool children develop social skills needed to get along with others and become independent. Sharing, taking turns, problem solving, and language development are part of the daily routine. We at Sadhana Shishu Mandir provide value based education to the kids and workshops are conducted for the parents as well. Preschool gives children a jump-start to kindergarten. They develop pre-reading skills, pre-math skills, science and social studies skills. Children develop an understanding of listening and following directions as a group. These behaviors are important for kindergarten readiness
Q) How Important Really Are the Preschool Years in a child's life?
Shallu: Preschool is indeed a precious time in your child's life. Do not shrug it off as something that he's not going to remember later and therefore unimportant. Parents and Teachers, working together, can create an environment in which a child can bloom to his or her full potential in later life.


text:
Ministry of Human Resource Development, Govt. of India has established MIC at AICTE with a purpose to systematically foster the culture of Innovation in all Higher Education Institutions (HEIs) across the country. The primary mandate of Innovation Cell is to encourage, inspire and nurture young students by exposing them to new ideas and processes resulting in innovative activities in their formative years fostered through Network of Innovation clubs in Higher Educational Institutions.
After two marvellous editions of Smart India Hackathon, SIH-2019 is poised to reach newer heights by 'inviting problem statements from industries' to challenge our technology students to offer high-calls yet cost-effective innovative solutions.
Rajasthan is the home for entrepreneurs and innovative thinkers. Millions of young minds with brilliant idea, new age thinking and extraordinary skills are ready to take ahead the startup drive. Leveraging this quality of business-brains of the state, Department of IT&C conceptualized an integrated startup platform called, iStart Rajasthan.


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EB-5 Reauthorization bill - What is the big picture?
Webinar on June 24, 2015 titled: Implications of the Grassley Leahy Bill
2015年6月24日举办的网络研讨会:Grassley Leahy提案或许带来的影响
Discussion w/ Ron Klasko, Angelo Paparelli, John Tishler, Ozvaldo Torres and Michael Kester
评论参加者:Ron Klasko、Angelo Paparelli、John Tishler、Ozvaldo Torres和Michael Kester
Angelo Paparell: What is the big picture here? What is this bill going to do to the industry? There's a restriction on the amount of capital that can be raised from non-EB5 funds; there are disclosure requirements and the tax return submission requirements are now 7 years.
Angelo Paparell:提案的关键安在?会给EB-5职业带来怎样的影响?提案关于非EB-5资金的融资额度作出了束缚,且提出了跨度达7年的发表和提交交税申报单的要求。
What are these changes going to do to the industry? Some have suggested that USCIS is now authorized to hire more expensive staff to review these applications and petitions. But what if the industry dries up because there isn't a big enough appetite and other nations offer more attractive citizenship or residency options. I'd like some predictions on where we're going.
Ron&难民服nbsp;Klasko: I think there are two key parts to this bill that if they were enacted in their present form would at the very least do very serious harm to the EB5 industry and render many and possibly most present projects unable to use EB5 money.
Ron Klasko:假如提案以现在的方式予以公布,那么其中有两个要害部分将会在最低限度上对EB-5职业形成严峻损伤,并使许多最近推出的项目无法运用EB-5资金。
First is the&nb宿世的期盼春暖花开sp;TEA&nbs法拉利458,美国出资移民EB-5再授权提案的关键,梁静茹p;provision. There's a very clear rural vs. urban aspect to this bill. The two sponsoring senators are both from rural states and this bill clearly favors rural states, which is one of the reasons that many of the senators from non-rural states are not going along with it.
Basically what it would say is that the only thing that is a TEA and the only thing that prevents the investment amount from going from $500,000 to $1,200,000 is if you're a rural area or a single census track, high-unemployment area. I have a whole bunch of economists who've been looking at this and probably more than 90% of the present urban projects that are TEA's using census track aggregation are not currently in a census&nbs石头花园的歌女p;track with an unemployment rate of 150% of the national average, and this is because the concept of census track aggregation, using contiguous census tracks, takes&n主犯陈文辉bsp;into account where the workers are coming from and the commuting distance concept.张继科趴地动作走红
If you eliminate that as this bill does and only allow single 苏妤陆历承census track TEAs, virtually no urban project would be in a TEA. You'd have to assess the value of the program when the minimum investment is going up 140%.
The other thing that will have a very serious effect on the EB5 industry is vast changes in what counts for job&n李芸蓁bsp;creation. If you put them together, many of the existing projects today would have very little job creation that would count and many if not most of the projects today would not be able to use EB5 in the future.
There's three differ法拉利458,美国出资移民EB-5再授权提案的关键,梁静茹ent aspects to the changes in the job creation. There's a 90/10 rule, a 50/50 rule and there's a 30/70 rule.
1.The 90/10 rule says, that at least 10% of the total jobs that you can count for EB5 must be direct jobs. The way I read the language of this bill is it says it has to be direct jobs of the commercial enterprise (NCE), which in most cases is the lending company which never has any jobs to speak of. Well let's say what they really meant and if they amend the language what it's going to say would be, well it can be W2 jobDATCs of the job creating enterprise or the borrower in the lending model. Well that's okay, but in most of the projects that are successful in today's marketplace, most of the jobs are construction jobs, which from an immigration point of view are indirect jobs of the job creating enterpri法拉利458,美国出资移民EB-5再授权提案的关键,梁静茹se (JCE). The language would then have to be amended to allow for direct construction jobs, which are not W2 employees of the job creating enterprise. That's a mess. Unless that's changed, it would render most projects no longer approvable.
2.The 30/70 provision in the bill that many of us who have read many times don't completely understand but what it seems to say is that if a project does not have mostly EB5 money in the capital stack, it's going to have very severe limitations&nb法拉利458,美国出资移民EB-5再授权提案的关键,梁静茹sp;on the number of jobs that can be counted. If EB5 money is not more than 70% of the capital stack, then the job count is limited. There may be a limitation that only 30% or less of the&nb纳豆网校sp;jobs that presently count for EB5 would count if this bill were to become the law. This clearly favors projects that are mostly or solely EB5 money in the capital stack, which is exactly the opposite of what's marketable in China in today's market, which are big projects where there's a lot of developer money in and EB5 is a smaller part of the capital stack.
3.The 50/50 changes to the job creation, which may have a little bit less effect is a determination of whether the jobs that are created can be created outside the TEA. Basically what it says is that if a project is in a TEA and the TEA is in a&nbs法拉利458,美国出资移民EB-5再授权提案的关键,梁静茹p;metropolitan statistical area (MSA) or a CSA, then 50% of the jobs must be in the MSA or CSA. If the project is not in an MSA or a CSA, then 50% of the jobs must be in the same or adjacent county. This clearly limits a projects that has indirect and induced jobs that are not in the local area.
You put those three changes of counting job creation together, along with the reduction in what would be TEAs, and the impact on the EB5 industry would be very, very, very substantial. The good news is that the chances of all of that happening, certainly from&nbs郑恩智p;the involvement I've had in the advocacy of this in Washington, are not very good. I think there is a lot of opposition.
Doug Edwards, EB-5MA
Doug Edwards,马萨诸塞州EB-5作业有限公司
?2015?年?7?月?8?日? ?5?:?04?:?18
Hi Kurt and Folks,
I had responded to your request for comment last week concerning the Leahy-Rural Tea response. Which agreed with this week's comment by Ron Klasko. We've been in the creative TEA sector of&n法拉利458,美国出资移民EB-5再授权提案的关键,梁静茹bsp;our industry for 6 years or more. Let me suggest an even more ominous possibility for those virtually non existent one-census tract TEAs. Even if the TEA is realized as conforming to the original census tract sharing precepts of TEA creation, mathematically, the chances are very great that the single census tract will be more volatile and thus more apt to be forced out of said TEA status (unless Grandfathered) due to changing economic factors within a small geographic area. Meaning, those projects originally granted TEA status would soo熟成蘑菇ner or later lose the required unemployment rate that originally was granted. This would make it virtually untenable for any legitimate developer to wait then understand that they might lose the TEA designation during the raise period. Not Good! Could make this program look like a sad imitation of what the Program has overcome during the past 25 years. WOW! * There is so much more to discuss but the obvious problems that have been exacerbated are looking ominous for our industry.
依据你们的恳求,我现已于上星期回复了关于Leahy议员关于乡村区域TEA问题所作回复的观点。Leahy议员的回复与本周Ron Klasko律师给出的见地不约而同。咱们现已在EB-5职业首创的TEA范畴干了6年或更久。我想在此提出一个关于那些简直不存在的单个人口普查区的TEA的晦气远景。即使TEA遵循原先的人口普查区共享规则得以树立,但可以必定的是,单个人口普查区极有或许将会更不安稳,且会因为较小地舆区域内的多变经济要素而更简单失掉TEA状况(除非免受新规束缚)。也便是说,那些原先取得TEA认可的项目将会早晚失掉原先认可的所需失业率水平。这样的话,就会形成任何合法的开发商等候然后得知他们将在融资期间失掉TEA指定的现实,而实际上这是说不通的。这显着是坏消息。EB-5将会惋惜地重蹈曩昔25年间所阅历的种种困难的覆辙。需求评论的问题还有许多,可是那些现已呈加重态势的显着问题关于EB5职业显着是晦气的。
Peace to all
Doug Edwards
EB-5 Jobs For Massachusetts RC


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Questions with detailed step by step solutions from Structure of Atom
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What is PrEP?
PrEP stands for pre-exposure prophylaxis and is a prescription medication taken daily to reduce the risk of acquiring HIV. If taken consistently, it can reduce the risk from unprotected sex by up to 99%. It is generally well tolerated. Some people may experience headache, or stomach upset but it is usually mild and goes away. If you have unprotected sex and don't always know your partner's status, PrEP may be right for you.
"On-Demand" PrEP is taking the medication only during a risk exposure. Two tablets are taken 2-24 hours just before sex and then 1 tablet daily for two days. The pharmacy recommends standard daily PrEP but On-Demand may be an option for some and there is evidence this provides some protection.
We offer free delivery of PrEP anywhere in Ontario and always have it in-stock.
Set up free regular text reminders for your medication at https://thesexyouwant.ca/reminder/
What is PrEP? video unitl 0:50 applies to Ontarians
What is PEP?
PEP stands for post-exposure prophylaxis and is a prescription medication regimen taken following a high risk exposure to HIV (eg. condom breaks, sexual assault, unknown partner status). It is important to seek medical attention as soon as possible as PEP needs to be taken within 72 hours of exposure - the sooner the better. We always have PEP in-stock.
We have after hours PEP access. Press "2" when you hear the answering machine to be connected to us and a pharmacist will open the store to dispense the medication (until midnight). You can also email email@example.com
Is It Free?
PrEP and PEP are covered by the Ontario Drug Benefit Program. If you are 24 and under without private insurance and have an Ontario health card they are free. The medications are also covered for seniors 65+, those on disability, or Ontario Works.
If you have private insurance your plan may cover them as well. Call us, email us, or come by the store to check your coverage and answer any other questions you may have.
Last year, PrEP became available as a generic medication and the price was greatly reduced. If you do not have any insurance coverage you may be able to get some support from the Trillium program in Ontario. Our team can assist you with this process.
How Do I Get It?
We now have a weekly PrEP clinic at our 420 Leacock Drive and 47 Grove St E location! PrEP is only available by prescription and your family doctor can prescribe the medication or the doctor at our on-site PrEP clinic. Prior to starting PrEP a doctor will order bloodwork including tests for HIV and other STIs (sexually transmitted infections). They will have a regular follow up with you prior to each new prescription. If you do not have a family doctor and would like to see the on-site pharmacy doctor call us @ 705-725-6033.
If your doctor is not familiar with prescribing PrEP please provide them with our PrEP: Info for Prescribers document. We are also always available to answer any questions they might have. Canadian guidelines on prescribing PrEP and PEP are also available. For those requiring PEP it is recommended to go to their nearest emergency room for fast access.
PrEP does not protect against other STIs such as syphilis or HPV. It is always best to also consider using condoms in conjunction and knowing your partner's status. Our pharmacy highly recommends being vaccinated against Hepatitis A and B (if you have not already), as well as the HPV vaccine. For more info please speak to our pharmacy team!
Why Our Pharmacies?
We are highly knowledgeable on PEP and PrEP. Our pharmacists take the time to provide thorough detailed counselling that you may not receive elsewhere for this specific medication. We are also an available resource for your doctor.
We are a designated Safer Space and the team is respectful and understanding of the LGBTQ+ population
We always carry PrEP and PEP at the pharmacy
We offer after hours access to PEP and free delivery of PrEP and PEP across Ontario


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General Information
Lot Size: 6300 sqm
Unique large waterfront piece of land in Parga overlooking the Ionian sea.The beauty of the area is breathtaking combining the green trees with the unique color of the Ionian water.
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Property papers and videos from above are sent upon request.


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|Editions | myCNN | Video | Audio | Headline News Brief | Feedback
Attack 'may damage public confidence'
LONDON, England (CNN) -- Although Microsoft has been downplaying the severity of a hacker attack on its computer network, experts say damage to public confidence may already be setting in.
Aled Miles, of Internet Security Technology company Symantec, told CNN's World Business Today programme that a security breach was bound to have an effect on the brand of a company.
Miles said he thought there were a number of possible motivations for the attack, but thought it unlikely that the hacker was attempting to hold Microsoft's source code hostage.
"It could also have been done for publicity. You've also got the motivation of respect in the hacker community. All of these things converge," he said.
Miles said he did not believe Microsoft was wrong to attempt to keep its source code secret. "They're protecting what's at the very heart of their organisation. I think they're right to protect it in this way."
He said he did not believe lax security could be blamed. "I don't think the security is an issue. It's like the house analogy -- you can block up your doors and windows, you'll be secure, but you won't be productive because you won't be able to get in and out."
But Miles warns that all large companies should not be complacent.
"The Internet is creating a world of e-mail ... and the perimeter fence around companies is being broken down. There is software, there's policy management -- and all of these things need to be used by corporations, from the IT director to the board, to try to reduce vulnerability."
But he added: "I think the reality is that a determined hacker will get in and risk and reputation will be at stake."
CNNfn.com: Microsoft's big hack attack
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You are currently browsing the daily archive for March 21, 2007.
Last year Team CSO auctioned off ourselves to appear in concert as part of the Sunflower Revolution Gala. (In case you were wondering, we are worth $3000) The Sunflower Revolution is a Cincinnati cycling event whose mission is to promote wellness in the area's Parkinsons Disease community. The 2006 event netted $300,000 for research programs like the Davis Phinney Foundation and the Neuroscience Institute at UC. As we performed in front of the scientists and cyclists in the audience -we were so close that an unsuspecting guest could have had their teeth knocked out by a stray clarinet bell- I


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Blue Buffalo Pet Products, Inc. (NASDAQ:BUFF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On February22, 2018, Blue Buffalo Pet Products, Inc., a Delaware corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with General Mills Inc., a Delaware corporation ("Parent") and Bravo Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). to the Merger Agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") will be converted into the right to receive $40.00 in cash, without interest (the "Merger Consideration"), other than shares of the Company's common stock held by Parent, Merger Sub or any other wholly-owned subsidiary of Parent, shares owned by the Company (including shares held in treasury) or any of its wholly-owned subsidiaries, and shares owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law.
At the Effective Time, each stock option of the Company, whether vested or unvested, that is outstanding immediately prior to the Effective Time will automatically be cancelled and will only entitle the holder of such stock option to receive, without interest, an amount in cash equal to the product of (i)the total number of shares of Common Stock subject to the stock option multiplied by (ii)the excess, if any, of the Merger Consideration over the exercise price of such stock option, less applicable tax withholding. At the Effective Time, each restricted stock unit of the Company outstanding immediately prior to the Effective Time will, whether vested or unvested, automatically be cancelled and will only entitle the holder thereof to receive, without interest, an amount in cash equal to the product of (i)the total number of shares of Common Stock subject to the restricted stock unit multiplied by (ii)the Merger Consideration, less applicable tax withholding. Immediately prior to the Effective Time, the holding restrictions applicable to each share of restricted stock of the Company outstanding immediately prior to the Effective Time will automatically expire and each such share of restricted stock will be converted into the right to receive the Merger Consideration.
Each party's obligation to consummate the Merger is subject to certain conditions, including, among others: (i)expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii)the absence of any order issued by any court of competent jurisdiction or governmental entity or any applicable law or other legal restraint, injunction, prohibition that makes consummation of the Merger illegal or otherwise prohibited; and (iii)the passing of twenty (20)days from the date on which the Company mails to the Company's stockholders the Information Statement (as defined below) in definitive form. Parent's obligation to consummate the Merger is also conditioned on, among other things, the absence of any Company Material Adverse Effect (as defined in the Merger Agreement).
Following execution of the Merger Agreement on February22, 2018, Invus, L.P., The Bishop Family Limited Partnership, William W. Bishop, Jr. and The Orca Trust (the "Majority Stockholders"), holders of a majority of the issued and outstanding shares of Common Stock, duly executed and delivered to the Company a written consent, approving and adopting the Merger Agreement and the transactions contemplated thereby, including the Merger (the "Written Consent"). Notwithstanding the execution and delivery of the Written Consent, the Merger Agreement provides that the Company may, subject to the terms and conditions set forth in the Merger Agreement, engage in negotiations or discussions with, otherwise contact, or furnish any confidential information to any third party that makes an unsolicited written, bona fide acquisition proposal if, and only if, the board of directors of the Company (the "Board") determines in good faith such acquisition proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal (as defined in the Merger Agreement). The Merger Agreement also provides that, in the event that the Board determines in good faith, after consultation with the Company's outside legal and financial advisors, that such acquisition proposal constitutes a Superior Proposal, and the Company complies with certain notice and other conditions set forth in the Merger Agreement, including providing Parent with a three (3)business day period to match or improve upon such Superior Proposal, and Parent does not deliver a proposal matching or improving upon such Superior Proposal (as determined by the Board in good faith after consultation with the Company's outside legal and financial advisors) within such three (3)business day period, the Company may, prior to 11:59 p.m., Eastern time, on the later of (x)March24, 2018 or (y)in the event the Company has delivered a notice to Parent of a Superior Proposal, the next calendar day following the applicable match right period with respect to such Superior Proposal, terminate the Merger Agreement to accept such Superior Proposal, subject to the Company's payment to Parent of a termination fee of $234,000,000.
Subject to certain exceptions relating to receipt of an acquisition proposal that constitutes, or would reasonably be expected to lead to or result in, a Superior Proposal, the Merger Agreement prohibits the Company and its subsidiaries and its and their officers, directors and other representatives from directly or indirectly initiating, soliciting, or knowingly encouraging or facilitating an acquisition proposal from any third party.
The Merger Agreement includes customary representations, warranties and covenants of the Company, Parent and Merger Sub. Among other things, the Company has agreed to conduct in all material respects its business in the ordinary course of business, consistent with past practice until the Merger is consummated. The Company and Parent have also agreed to use their respective reasonable best efforts to obtain any approvals from governmental authorities for the Merger, including all antitrust approvals, on the terms and subject to the conditions set forth in the Merger Agreement.
The Merger Agreement contains certain provisions giving each of Parent and the Company rights to terminate the Merger Agreement under certain circumstances. Upon termination of the Merger Agreement, under specified circumstances (including those described above), the Company will be required to pay Parent a termination fee of $234,000,000.
In connection with entering into the Merger Agreement, Parent and each of the Majority Stockholders entered into a support agreement, dated as of February22, 2018, providing for each such Majority Stockholder's agreement to vote in favor of the Merger and prohibiting such Majority Stockholders from soliciting alternative acquisition proposals, except as permitted by the Merger Agreement (the "Support Agreements"). The Support Agreements will automatically terminate if the Merger Agreement is terminated in accordance with its terms, including in the event of a termination of the Merger Agreement in connection with a Superior Proposal.
The foregoing description of the Merger Agreement, the Support Agreements and the transactions and agreements contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement and the form of the Support Agreements, copies of each of which are attached hereto as Exhibits 2.1 and 99.1, and the terms of which are incorporated herein by reference.
The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of the Merger Agreement and as of specific dates as set forth therein; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement; may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 1.01. Submission of Matters to a Vote of Security Holders
On February22, 2018, the Majority Holders, which, as of such date, controlled a majority of the voting power of the Company, executed Written Consents adopting the Merger Agreement.
to rules adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, a Schedule 14C Information Statement (the "Information Statement") will be filed with the SEC and sent or given to the stockholders of the Company.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and the form of the Support Agreement is attached hereto as Exhibit 99.1, which are both incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
|Agreement and Plan of Merger, dated February22, 2018, by and among General Mills, Inc., Blue Buffalo Pet Products, Inc. and Bravo Merger Corp.*
|Form of Support Agreement
|Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained in this release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of Section21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such as "may," "will," "expect," "should," "anticipate," "intend," "believe" and "plan." The forward-looking statements contained in this release include, without limitation, statements related to: the planned acquisition of the Company and the timing and financing thereof; the ability to obtain regulatory approvals and meet other closing conditions for the planned acquisition; the expected impact of the planned acquisition, including among others, on Parent's net sales, expected trends in net sales, earnings performance, profitability and other financial measures; expectations regarding growth potential in various products, geographies and market categories, including the impact from a more diversified portfolio of brands and business mix; expectations regarding growth in the pet food category; the realization of anticipated cost synergies, margin expansion and adjusted earnings per share accretion from the acquisition; the ability to retain key personnel; and the anticipated sufficiency of future cash flows to enable the payment of interest and repayment of short- and long-term debt as well as quarterly dividends.
These and other forward-looking statements are based on each party's respective management's current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Results may be materially affected by factors such as: risks associated with transactions generally, such as the inability to obtain, or delays in obtaining, required approvals under applicable anti-trust legislation and other regulatory and third party consents and approvals; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted following announcement of the transaction; potential volatility in the capital markets and the impact on the ability to complete the proposed debt and equity financing necessary to consummate the acquisition of the Company; failure to retain key management and employees of the Company; Parent's level of indebtedness as a result of the transactions and its ability to achieve its objective of reducing indebtedness; issues or delays in the successful integration of the Company's operations with those of Parent, including incurring or experiencing unanticipated costs and/or delays or difficulties; difficulties or delays in the successful transition from the information technology systems of the Company to those of Parent as well as risks associated with other integration or transition of the operations, systems and personnel of the Company; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the transaction by customers, competitors, suppliers and employees; future levels of revenues being lower than expected and costs being higher than expected; conditions affecting the industry generally; local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and changes in the level of capital investment, and other risks described in Parent's filings with the Securities and Exchange Commission, including Parent's Annual Report on Form 10-K for the fiscal year ended May28, 2017 and in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended December31, 2016.
Actual results could differ materially from those projected in the forward-looking statements. Neither Parent, nor the Company undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Additional Information and Where to Find It
The Company will prepare an information statement on Schedule 14C for its stockholders with respect to the approval of the transaction described herein. When completed, the information statement will be mailed to the Company's stockholders. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC's website, www.sec.gov or from the Company's website at ir.bluebuffalo.com.
|Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
Blue Buffalo Pet Products, Inc. ExhibitEX-2.1 2 d543900dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among GENERAL MILLS,…To view the full exhibit click
About Blue Buffalo Pet Products, Inc. (NASDAQ:BUFF)
Blue Buffalo Pet Products, Inc. (BBPP) is a holding company. The Company, through its subsidiaries, develops, produces, markets and sells pet food under the BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary Diet lines. Blue Buffalo Company, Ltd. (Blue), Blue Buffalo Import Mexico, S. de R.L. de C.V. and Blue Buffalo Mexico, S. de R.L. de C.V. are subsidiaries of BBPP. The Company categorizes its products as dry foods, and wet foods, treats and other products. The Company's products are produced domestically at its Heartland facility and through contract manufacturers for distribution to retailers in specialty channels throughout the United States, Canada, Japan and Mexico. It has a product portfolio across various product types, including diet types, breed sizes for dogs, life stages and flavors. BLUE Wilderness is a high-meat, high-protein, grain-free ancestral feeding line. BLUE Freedom is a grain-free line.


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Linda Barnard is a former Toronto Star staff reporter who is currently a freelance contributor for The Star.
Keeping pace brisk in 'The Laundromat' seen as vital to keep audience from being 'overwhelmed with the amount of data.'
The evening gave guests a rare chance to sit down to supper with Hollywood notables (including Joaquin Phoenix) and rising stars, moviemakers and industry luminaries.
Returning from long hiatus, movie star finds acuity and longing for domesticity in buzzy portrayal of '40s superstar.
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Irish actor Buckley stars as a Glasgow single mother dreaming of Nashville stardom in movie that debuted at TIFF in 2018.
Moore's never been more engaging as a plucky grownup seeking romance, no matter the obstacles.
Backers of Share Her Journey event, including Canada's Mia Kirshner, lay out personal reasons for their support.


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Life can get so busy that no matter what you do, you can't seem to keep up. Between work, school, the kids' sports, and activities, and a little bit of fun, those housekeeping and personal finance chores can slip past. Soon, you find yourself trying to catch up because a bill got missed or an undone task turned into a complicated maintenance issue.The solution? Or, at least a partial answer: bring on the automation.
Things to automate
Regular monthly bills: Take a single day and set up all your regular incoming bills for automation. Go online to each vendor and set up their free auto-withdrawal from your account. You can do this for your cellphone bill, your cable or satellite bill, your Internet bill, auto insurance, electric and gas bills, water and trash, car payments, homeowners or rental insurance, association dues, health and fitness club dues, school bills, and any other bill you have with an automated withdrawal option. You can set these up to go from a single credit card that you "pre-fund" (see below) so that you don't have to worry about having enough money in your checking account. You can also set this up from a secondary checking account.
It's vital that these automated payments do not pull from the same account that you use for incidentals. The last thing that you need is to overdraw or overdraft an account and then have your automated payments bounce.
Now, list all the remaining monthly outgo. This list includes things like rent or your mortgage payment, loans, credit card bills, and anything else that you can't automate through its own system. For these bills, go into your account and set up Bill Pay. The way that most bill pay systems work is that they can send electronic payments to specific companies, so always use the electronic version if it's available.
If no electronic link is available for the payment you need to make—if your bill is from a small, local company, for example—then set up a bill pay check delivery. It is important to note the due dates for check delivery and arrange your payments to be early just in case there is a postal delay.
Protect your arrangements
Once you have this setup, create a separate account for your "spending" money. This is the account that will have your grocery, gas (unless you pay by card), eating out, entertainment, and other casual spending money.
Set up your bank to text you anytime money leaves this account, and to send you your balance once a week (or daily if you spend from it often). That way, you'll always know if you can afford that latte or nightcap.
If you're saving to buy a home, make sure to keep those savings in a separate account and automate the transfer from your incoming paycheck into that account too. If you need help knowing how much you need to save up, talk to a real estate professional in the area where you want to buy.
My name is Susan Cioffi. I have been a Realtor for 17 years now. I pride myself in customer service. I have won the Diamond award for volume with my first brokerage, but also won the Customer Service award that same year, so I am very proud of that. I specialize as a Listing Agent, Property Management, New Home Sales, Buyers, Waterfront, Rentals, Condo Conversions in the South Shore Area (Riverview, Apollo Beach, Lithia, Brandon, Gibsonton). I am active in the community and with the Riverview Chamber of Commerce. Awarded Volunteer of the year in 2007. Also giving to various charities. Each year we raise money to help homeless veterans in the area with their Christmas gift. Also give to Children's Miracle network all year with every closing I have.
Originally from Boston, we moved here over 18 years ago. It's hard to believe it's been that long. We miss family and friends but we love the Florida Lifestyle. I have been married for almost 32 years to my husband, Vin. I have two wonderful children, Vincent (30), and Christopher (25), and a dog, Bandit. Plus my first grandchild, Colton, who is 2and 1/2. I also have my mother that live right down the street from house, and my brothers are also close to us. We live in the great community of Lake St Charles.


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Move-in ready, perfect & updated beautifully. Thomasville cherry wood cabinets thru out. Killer kitchen features huge custom island, pendant lighting, stainless steel appliances & sunny breakfast ''nook.'' Awesome master bathroom remodel. Beautiful second bath remodel with slab granite. Plantation shutters, brushed nickle faucets, newer gas furnace, high end garage floor coating & so much more! Private backyard with covered patio & pool backs to an arroyo with stunning 180 degree mountain views. Get here fast!
Listing courtesy of Realty Executives. Selling Office: Jonovich and Associates Realty.
All information should be verified by the recipient and none is guaranteed as accurate by ARMLS. Copyright 2020 Arizona Regional Multiple Listing Service, Inc. All rights reserved.


text: The Conservatives have promised they will create two million new jobs over the next five years. They have also promised to create three million new apprenticeships and to make the national minimum wage free of income tax. From 1 October 2015, the national minimum wage (NMW) for adults will rise by 20p per hour from £6.50 to £6.70 with the new apprenticeship rate set at £3.30 which represents a rise of 57 pence. This is the largest increase in the NMW for apprentices since this rate was introduced. This is a rate higher than the Low Pay Commission's (LPC's) had recommended and the Government intends that apprenticeships will provide a wage that is comparable to other choices for work.Last modified on