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Kerrisdale Capital Management, LLC
("Kerrisdale"), a private investment management firm and beneficial owner of
more than 3% of the shares of Morgans Hotel Group Co. ("Morgans" or the
"Company")
, today announced that it has delivered a letter to
the Company's Board of Directors responding to the Company's press release
issued on March 19, 2014.
The full text of the letter is included below:
April 2, 2014
Board of Directors
Morgans Hotel Group Co.
475 Tenth Avenue
New York, NY 10018
To the Board of Directors:
Kerrisdale Capital Management, LLC, together with its affiliates
("Kerrisdale"), would like to refute certain statements made by the current
board of directors (the "Board") of Morgans Hotel Group Co. ("Morgans" or the
"Company") in its press release issued on March 19, 2014 (the "Press Release")
responding to our notice nominating seven highly qualified director nominees
for election to the Board at the 2014 Annual Meeting of Shareholders expected
to be held on May 14, 2014 (the "2014 Annual Meeting").
We welcome your response to our nomination notice.
Our nominees are exceptionally qualified and possess the necessary skills
required to lead the Company.
Three of our director nominees are industry veterans in the financial sector,
who have respectively (i) managed a multibillion dollar distressed debt hedge
fund for thirteen years and currently serves on multiple corporate boards,
three of which are public companies, (ii) spent ten years at a multibillion
dollar distressed, special situations and private equity fund as a managing
director, as well as seven years as an attorney at a leading international law
firm; and (iii) spent three years as a partner in a credit opportunities fund
at one of the most prestigious private equity firms in the world and a partner
and portfolio manager for seven years at one of the most prestigious
distressed debt funds in the world.
Our final director nominee has more than fifteen years of experience in hotel
brokerage and third party hotel management. He has been the principal hotel
broker for over 150 hotel transactions, was named one of Real Estate New
Jersey's Broker All-Stars, has been involved personally in the sale of over 50
hotels in the last eighteen months, and is a graduate of the Cornell School of
Hotel Administration.
The directors selected by Kerrisdale are highly competent professionals with
proven track records. We have specifically avoided nominating individuals
with deep operational expertise, because we do not intend to interfere with
the current operations of the Company. We believe the current managers
originally appointed by Yucaipa that have operated Morgans over the past
several years are the most fit to operate the Company. To the extent the new
Board later determines that special expertise should be brought in to
supplement the Board, its members will reconstitute the Board as necessary to
accommodate such expertise.
Kerrisdale's platform is simple: we are committed to initiating an exploration
of strategic alternatives, including a serious consideration of selling
Morgans to the highest bidder. Shareholders who prefer the noncommittal
approach of the current Board, whose platform consists of cutting a little
SG&A here, refinancing a little debt there, firing a few executives here and
suing a few creditors there, can vote for the current Board. Shareholders who
want the Board to hire a highly qualified investment bank to solicit bids from
a wide array of interested parties, and sell the company through a robust and
professionally run sale process, should vote for Kerrisdale's slate of
directors.
Finally, consider the current Board's celebration of its own accomplishments,
which we re-print from the Press Release below:
"In just nine months, this Board has overseen improved earnings, the
significant reduction of a previously perilous corporate expense structure,
important steps toward the resolution of costly litigation and the
de-risking of a legacy balance sheet. These improvements are partially
reflected in the approximately 52% increase in the price of Morgans' common
stock since the announcement of the OTK slate last year. Additionally, the
successful debt refinancing at Hudson and Delano South Beach on attractive
terms provides the Company with improved liquidity and flexibility."
We believe that Morgans' improved earnings are the result of the
Yucaipa-appointed management team, and are not a result of any actions of the
current Board. Reducing corporate expenses provides minimal value to
shareholders, since an acquirer can reduce corporate expenses itself. Given
that the current Board is responsible for Morgans' exposure to costly
litigation, we find it inappropriate that the Board celebrates resolving the
costly litigation that they themselves invited. In terms of the de-risking of
a legacy balance sheet and refinancing of the Hudson and Delano mortgages, the
current Board has merely replaced lower-cost debt with higher-cost debt, while
incurring unnecessary refinancing fees.
Furthermore, the approximate 52% increase in the stock price is in our opinion
due to the $7.50 unsolicited bid by Hyatt, and the subsequent $8.00
unsolicited bid by Yucaipa, which together have created a floor for the stock
price. We therefore refute the Board's claim that the stock price increase is
a result of its efforts.
In order to successfully expand its key hotel brands, Morgans must overcome
numerous challenges, including attaining attractive financing, hiring local
managerial talent, contracting real estate locations on a global scale, and
must do so while funding its own IT, legal and public company expenses. In
almost every critical factor necessary for Morgans to succeed, a
well-capitalized global hotel operator can achieve these outcomes cheaper,
faster, and at far lower risk.
If elected to the Board, our nominees will not only better represent
shareholders' interests than the current Board, but will reopen communications
between the Board and Morgans' shareholders. A new Board consisting of
Kerrisdale's nominees will re-initiate conference calls after earnings
releases and make itself available for shareholder input and inquiries.
It is time for a Board whose interests are directly aligned with all
shareholders. We believe that our highly qualified director nominees are the
appropriate candidates to lead the Company. We are confident that our nominees
will provide effective, stockholder-aligned leadership of Morgans Hotel Group.
Sincerely,
Sahm Adrangi
Chief Investment Officer
Kerrisdale Capital Management, LLC
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