CF » Topics » Other Events.

This excerpt taken from the CF 8-K filed Jul 7, 2009.
Other Events.

 

On July 6, 2009, CF Industries Holdings, Inc. (“CF”) issued a press release announcing that it has extended the expiration date of its exchange offer (the “Offer”) for all of the outstanding shares of Terra Industries Inc. to Friday, August 7, 2009. The Offer, which was scheduled to expire at 5:00 p.m., Eastern time, on Friday, July 10, 2009, has been extended until 5:00 p.m., Eastern time, Friday, August 7, 2009, unless further extended. All other terms and conditions of the Offer remain unchanged. CF also announced that on July 6, 2009, it filed a certification with the United States Federal Trade Commission (“FTC”) that CF has substantially complied with the FTC’s request for additional information in connection with the Offer.

 

This excerpt taken from the CF 8-K filed May 28, 2009.

Item 8.01. Other Events.

 

Effective January 1, 2009, CF Industries Holding, Inc. (Company) adopted Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (SFAS No. 160) and FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (FSP No. EITF 03-6-1).  SFAS No. 160 requires the recognition of a noncontrolling interest as equity in the consolidated financial statements and separate from the parent’s equity.  The amount of net income attributable to the noncontrolling interest is included in consolidated net income on the face of the income statement.  FSP No. EITF 03-6-1 requires that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share pursuant to the two-class method.   The presentation and disclosure requirements of SFAS No. 160 and FSP No. EITF 03-6-1 are required to be applied retrospectively for all periods presented.

 

The Company’s Annual Report on Form 10-K (2008 Form 10-K) was filed with the Securities and Exchange Commission (SEC) on February 26, 2009.  The Company’s consolidated financial statements for each of the years ended December 31, 2008, 2007 and 2006 along with the Report of Independent Registered Public Accounting Firm, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Selected Financial Data from the Company’s 2008 Form 10-K, which have been revised to reflect the retrospective application of SFAS No. 160 and FSP No. EITF 03-6-1, have been included herein as Exhibit 99.1 to this Current Report and are incorporated herein by reference.

 

The financial statements and other information included in this Current Report on Form 8-K supersedes the financial statements and other information in the Company’s 2008 Form 10-K. This Current Report does not update for changes in circumstances or other developments since the filing of our 2008 Form 10-K. For developments since the filing of the Company’s 2008 Form 10-K, refer to subsequent 2009 Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 

This excerpt taken from the CF 8-K filed Mar 23, 2009.

Item 8.01              Other Events.

 

On March 23, 2009, CF Industries Holdings, Inc. (“CF”) issued a press release announcing that its board of directors has recommended that CF’s stockholders reject Agrium Inc.’s offer to acquire all outstanding shares of CF. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Also on March 23, 2009, CF issued a press release announcing that its board of directors has reaffirmed its intention to pursue a business combination with Terra Industries Inc. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01

 

Financial Statements and Exhibits.

 

 

 

 

 

(d)     Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1

 

Press Release.

 

 

 

99.2

 

Press Release

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: March 23, 2009

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Vice President, General Counsel,
and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release.

 

 

 

99.2

 

Press Release.

 

4


This excerpt taken from the CF 8-K filed Mar 11, 2009.

Item 8.01     Other Events.

 

On March 10, 2009, in order to ensure compliance with the Canadian Competition Act, CF Industries Holdings, Inc. (“CF Holdings”) filed the required short-form notification with the Canadian Competition Commissioner with respect to its offer to exchange each issued and outstanding share of common stock of Terra Industries Inc. for 0.4235 shares of CF Holdings common stock (the “Offer”).

 

Also on March 10, 2009, in order to ensure compliance with the Canada Transportation Act, CF Holdings filed a notification to the Canadian Minister of Transport with respect to the Offer.

 

Additional Information

 

This communication relates to the offer (the “Offer”) by CF Industries Holdings, Inc. (“CF Industries”) through its direct wholly-owned subsidiary, Composite Acquisition Corporation (“Composite Acquisition”), to exchange each issued and outstanding share of common stock (the “Terra common stock”) of Terra Industries Inc. (“Terra”) for 0.4235 shares of CF Industries common stock. This communication is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, Terra common stock, nor is it a substitute for the Tender Offer Statement on Schedule TO or the preliminary Prospectus/Offer to Exchange included in the Registration Statement on Form S-4 (including the Letter of Transmittal and related documents and as amended from time to time, the “Exchange Offer Documents”) filed by CF Industries and Composite Acquisition with the Securities and Exchange Commission (the “SEC”) on February 23, 2009. The Registration Statement has not yet become effective. The Offer is made only through the Exchange Offer Documents. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

CF Industries and its wholly-owned subsidiary CF Composite, Inc. (“CF Composite”) intend to file a proxy statement and other relevant materials with the SEC in connection with the solicitation of proxies for the 2009 annual meeting of stockholders of Terra. INVESTORS AND SECURITY HOLDERS OF TERRA ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

Investors and security holders will be able to obtain free copies of any documents filed by CF Industries with the SEC through the web site maintained by the SEC at www.sec.gov.  Free copies of any such documents can also be obtained by calling Innisfree M&A Incorporated toll-free at (877) 456-3507.

 

CF Industries, CF Composite, their respective directors and executive officers and the individuals nominated by CF Composite for election to Terra’s board of directors may be deemed to be participants in the solicitation of proxies from Terra stockholders for Terra’s 2009 annual meeting of stockholders. Information regarding such participants and a description of their direct and indirect interests in such solicitation, by securities holdings or otherwise, is contained in the Schedule 14A filed by CF Industries with the SEC on February 4, 2009. CF Industries and its directors and executive officers may also be deemed to be participants in any solicitation of proxies from Terra stockholders or CF Industries stockholders in respect of the proposed transaction with Terra. Information regarding CF Industries’ directors and executive officers is available in its proxy statement for its 2008 annual meeting of stockholders, which was filed with the SEC on April 4, 2008, and a description of their direct and indirect interests in such solicitation, by security holdings or otherwise, will be contained in the proxy statement/prospectus filed in connection with the proposed transaction with Terra.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: March 11, 2009

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

By:

       /s/ Douglas C. Barnard

 

 

Name: Douglas C. Barnard

 

 

Title:   Vice President, General Counsel, and Secretary

 

3


This excerpt taken from the CF 8-K filed Feb 25, 2009.

Item 8.01               Other Events.

 

On February 25, 2009, the board of directors of CF Industries Holdings, Inc. (“CF Holdings”) received a letter from Agrium Inc. (“Agrium”) containing a non-binding unsolicited proposal by Agrium to acquire each share of outstanding capital stock of CF Holdings for one share of Agrium common stock and $31.70 in cash.  Agrium stated that its proposal was conditioned on (i) CF Holdings terminating its bid for Terra Industries Inc. (“Terra”), (ii) negotiation of a definitive merger agreement between Agrium and CF Holdings, (iii) receipt of the necessary CF Holdings board and stockholder approvals, (iv) receipt of necessary regulatory approvals, (v) the absence of any material adverse changes to CF Holdings or its business and the continued operation of CF Holdings in the ordinary course of business and (vi) the opportunity for Agrium to conduct limited confirmatory due diligence on CF Holdings.

 

Also on February 25, 2009, CF Holdings announced that its board of directors intends to evaluate Agrium’s proposal carefully in the context of its strategic plans to create shareholder value, including CF Holdings offer to acquire Terra, and to make its determination regarding Agrium’s proposal in due course.

 

Additional Information

 

This communication relates to the offer (the “Offer”) by CF Industries Holdings, Inc. (“CF Industries”) through its direct wholly-owned subsidiary, Composite Acquisition Corporation (“Composite Acquisition”), to exchange each issued and outstanding share of common stock (the “Terra common stock”) of Terra Industries Inc. (“Terra”) for 0.4235 shares of CF Industries common stock. This communication is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, Terra common stock, nor is it a substitute for the Tender Offer Statement on Schedule TO or the preliminary Prospectus/Offer to Exchange included in the Registration Statement on Form S-4 (including the Letter of Transmittal and related documents and as amended from time to time, the “Exchange Offer Documents”) filed by CF Industries and Composite Acquisition with the Securities and Exchange Commission (the “SEC”) on February 23, 2009. The Registration Statement has not yet become effective. The Offer is made only through the Exchange Offer Documents. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS AND OTHER RELEVANT MATERIALS AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

CF Industries and its wholly-owned subsidiary CF Composite, Inc. (“CF Composite”) intend to file a proxy statement and other relevant materials with the SEC in connection with the solicitation of proxies for the 2009 annual meeting of stockholders of Terra. INVESTORS AND SECURITY HOLDERS OF TERRA ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

 

Investors and security holders will be able to obtain free copies of any documents filed by CF Industries with the SEC through the web site maintained by the SEC at www.sec.gov.  Free

 



 

copies of any such documents can also be obtained by calling Innisfree M&A Incorporated toll-free at (877) 456-3507.

 

CF Industries, CF Composite, their respective directors and executive officers and the individuals nominated by CF Composite for election to Terra’s board of directors may be deemed to be participants in the solicitation of proxies from Terra stockholders for Terra’s 2009 annual meeting of stockholders. Information regarding such participants and a description of their direct and indirect interests in such solicitation, by securities holdings or otherwise, is contained in the Schedule 14A filed by CF Industries with the SEC on February 4, 2009. CF Industries and its directors and executive officers may also be deemed to be participants in any solicitation of proxies from Terra stockholders or CF Industries stockholders in respect of the proposed transaction with Terra. Information regarding CF Industries’ directors and executive officers is available in its proxy statement for its 2008 annual meeting of stockholders, which was filed with the SEC on April 4, 2008, and a description of their direct and indirect interests in such solicitation, by security holdings or otherwise, will be contained in the proxy statement/prospectus filed in connection with the proposed transaction with Terra.

 

All information in this press release concerning Terra, including its business, operations and financial results was obtained from public sources.  While CF Industries has no knowledge that any such information is inaccurate or incomplete, CF Industries has not had the opportunity to verify any of that information.

 

Safe Harbor Statement

 

Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of federal securities laws.  All statements in this press release, other than those relating to historical information or current condition, are forward-looking statements.  These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements.  Risks and uncertainties relating to the proposed transaction include: Terra’s failure to accept CF Industries’ proposal and enter into definitive agreements to effect the transaction; our ability to obtain shareholder, antitrust, regulatory and other approvals on the proposed terms and schedule; uncertainty of the expected financial performance of CF Industries following completion of the proposed transaction; CF Industries’ ability to achieve the cost-savings and synergies contemplated by the proposed transaction within the expected time frame; CF Industries’ ability to promptly and effectively integrate the businesses of Terra and CF Industries; and disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers.  Additional risks and uncertainties include: the relatively expensive and volatile cost of North American natural gas; the cyclical nature of our business and the agricultural sector; changes in global fertilizer supply and demand and its impact on the selling price of our products; the nature of our products as global commodities; intense global competition in the consolidating markets in which we operate; conditions in the U.S. agricultural industry; weather conditions; our inability to accurately predict seasonal demand for our products; the concentration of our sales with certain large customers; the impact of changing market conditions on our forward pricing program; the reliance of our operations on a limited number of key facilities; the significant risks and hazards against which we may not be fully insured; reliance on third party transportation providers; unanticipated adverse consequences related to the expansion of our business; our inability to expand our business, including the significant resources that could be required; potential liabilities and expenditures related to environmental and health and safety laws and regulations; our inability to obtain or maintain required permits and governmental approvals or to meet financial assurance requirements; acts of terrorism;

 

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difficulties in securing the supply and delivery of raw materials we use and increases in their costs; losses on our investments in securities; loss of key members of management and professional staff; recent global market and economic conditions, including credit markets; and the other risks and uncertainties included from time to time in our filings with the SEC.  We undertake no obligation to update or revise any forward-looking statements.

 

4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: February 25, 2009

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Vice President, General Counsel,
and Secretary

 

5


This excerpt taken from the CF 8-K filed Jan 16, 2009.

Item 8.01               Other Events.

 

On January 15, 2009, CF Industries Holdings, Inc. (“CF”) announced via press release CF’s proposal to acquire Terra Industries Inc.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This excerpt taken from the CF 8-K filed Nov 17, 2008.

Item 8.01               Other Events.

 

On November 13, 2008, CF Industries Holdings, Inc. (the “Company”) completed its program to repurchase $500 million of the Company’s common stock, par value $0.01 per share (“Common Stock”). The Company had announced the repurchase authorization on October 27, 2008.  The Company purchased 8,479,377 shares of Common Stock, representing 14.9 percent of its outstanding Common Stock at September 30, 2008, at an average price of $58.96.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: November 17, 2008

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Vice President, General Counsel,

 

 

 

and Secretary

 

3


This excerpt taken from the CF 8-K filed Oct 28, 2008.

Item 8.01               Other Events.

 

                On October 27, 2008, CF Industries Holdings, Inc. (the “Company”) announced that its Board of Directors authorized the repurchase of up to $500 million of the Company’s common stock.  Purchases under the repurchase program may be made from time to time in the open market, in privately negotiated transactions, or otherwise.  The manner, timing, and amount of any purchases will be determined by the Company’s management based on their evaluation of market conditions, stock price, and other factors.

 

 

 

2



 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 28, 2008

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Vice President, General Counsel,
and Secretary

 

 

3


 

This excerpt taken from the CF 8-K filed May 28, 2008.

Item 8.01               Other Events.

 

On May 27, 2008, Stephen R. Wilson, Chairman of the Board of Directors, President and Chief Executive Officer of CF Industries Holdings, Inc. (the “Company”), entered into a Rule 10b5-1 trading plan (the “Plan”) with a broker to sell Company common stock to be acquired upon exercise of certain of Mr. Wilson’s employee stock options. The Plan is in addition to the Rule 10b5-1 trading plan previously disclosed on the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 29, 2007 and the Rule 10b5-1 trading plan previously disclosed on the Company’s Current Report on Form 8-K, filed with the SEC on February 29, 2008.

 

Pursuant to the Plan, stock options with respect to a maximum of 200,000 shares of common stock may be exercised and the underlying common stock sold within a predetermined range of dates between August 2008 and February 2010, subject to certain predetermined criteria based on the market price of the Company’s common stock, after which time the Plan will terminate. The Plan may be cancelled as provided in the Plan. Mr. Wilson entered into the Plan as part of his personal long-term investment strategy for asset diversification.

 

Any transactions under the Plan will be reported by Mr. Wilson through Rule 144 filings and individual Form 4 filings with the SEC, as appropriate.

 

The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 allows corporate insiders to establish prearranged written stock trading plans at a time when the insider is not aware of material, nonpublic information. Subsequent receipt by the insider of material, nonpublic information will not prevent prearranged transactions under the Rule 10b5-1 plan from being executed.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

Date: May 28, 2008

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

Name:

Douglas C. Barnard

 

 

Title:

Vice President, General Counsel, and Secretary

 

 

3


This excerpt taken from the CF 8-K filed Mar 18, 2008.
Other Events.

 

On March 17, 2008, CF Industries Holdings, Inc. issued a press release reporting that it had completed repairs and resumed full production at its joint venture Medicine Hat Complex in Alberta, Canada following the previously reported unplanned outage in one of the two Medicine Hat ammonia plants.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This excerpt taken from the CF 8-K filed Feb 29, 2008.
Other Events.

 

                                                On February 29, 2008, Stephen R. Wilson, Chairman of the Board of Directors, President and Chief Executive Officer of CF Industries Holdings, Inc. (the “Company”), entered into a Rule 10b5-1 trading plan (the “Plan”) with a broker to sell Company common stock to be acquired upon exercise of certain of Mr. Wilson’s employee stock options. The Plan is in addition to the Rule 10b5-1 trading plan previously disclosed on the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 29, 2007.

 

                                                Pursuant to the Plan, stock options with respect to a maximum of 200,000 shares of common stock may be exercised and the underlying common stock sold within a predetermined range of dates between April 2008 and October 2009, subject to certain predetermined criteria based on the market price of the Company’s common stock, after which time the Plan will terminate. The Plan may be cancelled as provided in the Plan. Mr. Wilson entered into the Plan as part of his personal long-term investment strategy for asset diversification.

 

                                                Any transactions under the Plan will be reported by Mr. Wilson through Rule 144 filings and individual Form 4 filings with the Securities and Exchange Commission, as appropriate.

 

                                                The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 allows corporate insiders to establish prearranged written stock trading plans at a time when the insider is not aware of material, nonpublic information. Subsequent receipt by the insider of material, nonpublic information will not prevent prearranged transactions under the Rule 10b5-1 plan from being executed.

 

 

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This excerpt taken from the CF 8-K filed Nov 29, 2007.

Item 8.01 Other Events.

On November 28, 2007, Stephen R. Wilson, Chairman of the Board of Directors, President and Chief Executive Officer of CF Industries Holdings, Inc. (the “Company”), entered into a Rule 10b5-1 trading plan (the “Plan”) with a broker to sell Company common stock to be acquired upon exercise of certain of Mr. Wilson’s employee stock options.

Pursuant to the Plan, stock options with respect to a maximum of 100,000 shares of common stock may be exercised and the underlying common stock sold within a predetermined range of dates between January 2008 and July 2009, subject to certain predetermined criteria based on the market price of the Company’s common stock, after which time the Plan will terminate. The Plan may be cancelled as provided in the Plan. Mr. Wilson entered into the Plan as part of his personal long-term investment strategy for asset diversification.

Any transactions under the Plan will be reported by Mr. Wilson through Rule 144 filings and individual Form 4 filings with the Securities and Exchange Commission, as appropriate.

The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 allows corporate insiders to establish prearranged written stock trading plans at a time when the insider is not aware of material, nonpublic information. Subsequent receipt by the insider of material, nonpublic information will not prevent prearranged transactions under the Rule 10b5-1 plan from being executed.

 

2



 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  November 29, 2007

 

CF INDUSTRIES HOLDINGS, INC.

 

 

 

 

 

 

 

 

By:

/s/ Douglas C. Barnard

 

 

 

Name:

Douglas C. Barnard

 

 

 

Title:

Vice President, General Counsel, and Secretary

 

 

3


 

This excerpt taken from the CF 8-K filed Nov 21, 2007.

Item 8.01               Other Events.

On November 19, 2007, the Company issued a press release announcing that it has received notification that the Evaluation Committee of the Block 88 Contractor Companies has selected its bid for a natural gas contract from Peru’s Camisea gas fields. A copy of the press release announcing this development is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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