I Feel Pretty

Kiri Te Kanawa does Leonard Bernstein’s classic from West Side Story.

This just might make your day

Another Paul Potts? Self-developed talent is truly inspiring.

Children of the Taliban

Another fascinating TED video.

Is the wild ride of Landry’s investors finally over?

Landrys Rst Owning an interest in Houston-based Landryís Restaurants, Inc. over the past several years has not been for the faint-hearted.

But maybe ñ just maybe ñ the patience of long-term holders of Landryís stock is finally going to be rewarded.

This story began back in July of 2007 when Landryís announced that it was delinquent in its regulatory filings with the SEC and that it was in need of refinancing over $400 million in debt in a rapidly deteriorating debt market. Shortly thereafter, the company sued some of its bondholders for declaring the company in technical default under their bonds, but the company quickly settled that litigation on not particularly good terms.

A few months later, Landry’s announced in January 2008 that its CEO and major shareholder (39%), Tilman Fertitta, had made an offer to take the company private by buying the other 61% of the company’s stock for $23.50 share, which worked to be a $1.3 billion deal, including debt.

Given the circumstances, that offer sounded pretty good, particularly given that the proposed purchase price was a 40% premium over the $16.67 share price at the time of the offer.

Unfortunately, a flurry of shareholder lawsuits followed Fertitta’s bid. By early March, 2008, it was apparent that Fertitta’s bid was so speculative that he hadn’t even lined up financing for it.

So, in April of 2008, Fertitta lowered his offer to $21 per share because of "tighter credit markets", and Landry’s board announced in June of that year that it had accepted that price.

But by the fall of 2008, the financial crisis on Wall Street had roiled credit markets even further and Hurricane Ike caused considerable damage to several Landry’s properties.

So, in October of 2008, Fertitta lowered his offer to $13.50 per share.

Then, in mid January of 2009, Landry’s announced that it was terminating the proposed deal with Fertitta. The reason was a bit convoluted, but the gist of it was that Landry’s contended that the SEC was requiring the company to issue a proxy statement disclosing information about a confidential commitment letter from the lead lenders on the buyout deal.

Amidst all this, Landry’s stock was tanking, closing at under $5 per share.

Meanwhile, while the take-private bids languished and the company’s stock plummeted to historic lows, Fertitta continued to buy more Landry’s stock so that he now controls somewhere in the neighborhood of 55% of the company’s shares.

Yes, that’s right. Despite Fertittaís series of unsuccessful take-private offers over the previous couple of years, Landry’s board failed to obtain a standstill agreement from Fertitta that would have prevented him from taking a majority equity position while Landry’s stock price was tanking.

So, given all that, could Fertitta and the Landry’s directors screw things up any worse?

How about proposing yet another deal in which Fertitta would buyout Landry’s other shareholders in return for giving them an equity stake in a publicly-owned spin-off (Saltgrass Steakhouse) in a brutally competitive niche of the restaurant market?

After shareholders and the markets widely panned that spinoff proposal, Landry’s board tentatively approved an offer from Fertitta to buy the balance of Landry’s shares for $14.75 per share. Compared to the spinoff proposal, Fertitta’s cash offer looked relatively good.

There was just one small problem with Fertitta’s proposal. Under Delaware corporate law, Fertitta had to agree that his proposal was subject to a requirement that a majority of the Landry’s shares that Fertitta did not control have to approve the deal.

Enter William Ackman and his Pershing Square Capital Management hedge fund. Pershing Square bought up a bunch of Landry’s shares and announced that it opposed Fertitta’s buyout offer.

So, assuming your head isnít still spinning from all that, whatís the latest with Landryís?

Yesterday, the Landryís board accepted a $24-a-share takeover offer by Fertitta ($.50 more than his January 2008 offer back when he owned only 39% of the company), which makes for about $1.4 billion deal.

In addition, Landryís has the right to shop Fertittaís offer for 45-days in an effort to obtain a higher offer and doesnít have to pay Fertitta a break-up fee if such a higher offer is obtained. Of course, no one other than Fertitta has shown any interest in acquiring Landryís, but thatís a nice touch, anyway.

The deal has a couple of contingencies, including court approval of a partial settlement of Delaware class action litigation against Fertitta and certain company directors.

Likewise, the deal must be approved by a majority of shareholders not affiliated with Fertitta, namely Ackman and Pershing Capital. But given the pricing of the deal ñ and the profit that Pershing Capital looks to make on its investment ñ such approval would appear to have been lined up already. So, Landryís investors may finally receive a decent payoff for their wild ride over the past three years.

As the past three years have shown, Landryís investors shouldnít count their chickens before this deal hatches. But if it does, you can count on one thing about Landryís.

The days of Landryís as a publicly-owned company are over. For good.

Update: Steve Davidoff doesn’t think that Pershing Capital will necessarily play ball with Fertitta’s bid. With the paucity of bidders for Landry’s, it seems unlikely to me that Pershing Capital would take the risk of opposing the deal. But you never know in the wild world of Landry’s.

The Human Cost of Criminalizing Business

In the news and public relations business, Friday afternoon is usually a good time to float news that someone involved doesn’t want many folks to notice. News tends to die over the weekend. Monday brings new news. Friday’s news is already old.

This past Friday’s news along those lines was that Joseph Cassano and other former American International Group executives involved in the AIG meltdown that almost brought the world’s financial system to its knees would not be subjected to criminal prosecution.

Inasmuch as the same thing that happened to Enron in late 2001 happened to AIG in late 2008 (as I predicted it could happen in 2005), it’s not particularly surprising that the federal government would like the news that it has elected not to pursue criminal charges against former AIG executives to die over the weekend news cycle.

I mean, really. Other than acknowledging the randomness of the criminalization of business lottery, how could anyone rationalize the government’s decision not to prosecute AIG executives, on one hand, with the government’s brutal treatment of business executives involved in Enron-related business, on the other?

Well, some would say at least the government finally got the decision right in regard to the AIG executives. Better late than never, right? Cassano and the other AIG executives are still subject to multiple civil class action lawsuits in which the responsibility for AIG’s meltdown will be allocated among all of the multiple parties involved. That’s the way this type of thing should be handled, right?

Well, yes, except that all of the mainstream media reports that I read about the government’s decision not to prosecute the AIG executives failed to mention that multiple business executives who did nothing other than be involved in transactions with AIG have already had their careers ruined and their lives uprooted by dubious criminal prosecutions.

Why weren’t these men and their families spared the trauma of facing the brute force of a federal criminal prosecution and a prolonged prison sentence? Likewise, why were these men forced to endure the incalculable human cost of the government’s criminalization-of-business policy?

Meanwhile, the human cost or that dubious policy continues to mount.

This past week, Joe Hirko, the former Enron Broadband executive who copped a plea bargain in the face of a draconian trial penalty, was visited by his wife Kathleen in the California prison where he is serving his sentence.

During her visit, Mrs. Hirko was stricken by either a heart attack or stroke and died, leaving her husband, three children and four grandchildren to pick up the pieces of their lives.

Unlike the news about the government’s decision not to prosecute the AIG executives, Kathleen Hirko’s tragic death did not even register a blip on the mainstream media’s radar screen.

I wonder how much the past seven years of prosecutorial hell that the Hirko family endured contributed to Kathleen Hirko’s death? And what beneficial public purpose did the infliction of that emotional trauma achieve?

A truly civil society would find a better way.

Getting ready to grill steaks?

Get some pointers on grilling those Memorial Day Weekend steaks from Epicurious.comís Elizabeth Karmel.

Au revoir, Roy O

Roy Oswalt Inasmuch as the Stros have been one of the worst teams in Major League Baseball in three of the past four seasons, itís understandable that longtime Stros ace Roy Oswalt has asked the club to trade him to a contender.

Although it almost happened one time before, I was hoping that Stros management would somehow pull a rabbit out its hat and cobble together a club that was good enough to entice Roy O to muddle through for a couple more seasons until the Strosí youth movement in the lower minors progressed to the big league club.

Alas, this seasonís club is on track to be one of the worst ñ and quite possibly the worst ñ in Strosí history. So, that hope didnít pan out.

But I will always appreciate Oswalt. As a lifetime follower of baseball and a 40-year follower of the Stros (and a season ticket holder for the past 25 seasons), Oswalt is the best pitcher that Iíve had the pleasure of watching live on a regular basis. He is likely the best pitcher that any of us Houstonians will ever watch live on a regular basis.

Drafted by the Stros in 1996 and developed within the Stros’ heralded (at the time) minor league pitching program, Oswalt jumped from AA ball to the Stros in 2001 and quickly became one of the best pitchers in the National League. Remarkably durable throughout his career to date, Oswalt pitched the key win that vaulted the Stros into their first World Series in 2005 and has developed into one of the best pitchers in MLB history at this stage of his career.

As regular readers of this blog know, I think the statistic of runs saved against average (ìRSAAî) provides the best measure to evaluate a pitcher during his career and against pitchers from other eras. RSAA measures how many more (or fewer) runs that a pitcher saves relative to a league-average pitcher during each season of his career (an exactly league-average pitcher RSAA is zero).

Thus, not only does it provide a good indication of how a pitcher compares to an average MLB pitcher during his career, RSAA provides a useful comparison across eras because it shows how much better (or worse) a pitcher stacked up against an average pitcher during his era. That’s really the best way to compare pitchers from different eras because comparing other pitching statistics — such as earned run average, wins and hitting statistics against — is often skewed between pitchers of hitter-friendly eras (i.e., the era in which Oswalt has pitched) versus pitchers of pitcher-friendly eras (i.e., such as the late 1960’s and early 70’s).

Oswalt is 32 years old and has saved 229 more runs than an average NL pitcher would have saved in the same number of innings during his career. In the history of Major League Baseball, thatís the 32nd best performance for a pitcher 32 years and under. To give you an idea of the pitchers comparable to Oswalt at this stage of his career, Dodger great Don Drysdale is tied with Oswalt at 32nd and both Sandy Koufax (36th) and Bob Gibson (37th) are behind Oswalt. Within his next few starts, Oswalt will probably pass Ferguson Jenkins, who is 31st.

Since his debut in the 2001 season, Oswalt is 3rd in RSAA among MLB pitchers:

1    Roy Halladay                304  
2    Johan Santana             263  
3    Roy Oswalt                   229  
4    Brandon Webb             199  
5    Tim Hudson                  194  
6    Randy Johnson             193  
7    Mark Buehrle                181  
8    Curt Schilling                178  
9    Mariano Rivera             177  
10   C.C. Sabathia               172

And it really isnít even close that Oswaltís stellar RSAA makes him the best pitcher in Stros history:

1    Roy Oswalt                  229  
2    Roger Clemens            114  
3    Billy Wagner                  99  
4    Dave Smith                    75  
5    Octavio Dotel                67  
T6   Mike Hampton              60  
T6   Nolan Ryan                   60  
T8   Andy Pettitte              56  
T8   Wade Miller                  56  
10   Don Wilson                   55  
11   Joe Sambito                 53  
12   Brad Lidge                    46  
13   Larry Andersen             45  
14   Shane Reynolds            43  
T15  Mike Cuellar                 40  
T15  Mike Scott                   40  
17   Ken Forsch&#
160;                   39  
18   Larry Dierker                 36  
19   J.R. Richard                  34  
20   Joe Niekro                    33

But beyond the statistics, the things that I most appreciate about Oswalt are the intangibles. His teammates and spectators love to watch him pitch because he wastes minimal time in between pitches. My sons and I over the years have coined games in which Oswalt pitched as ìRoy O Specialsî because they often last less than two and a half hours, which has become a rarity in Major League Baseball.

Moreover, Oswalt is the quintessential gamer. He continues to challenge hitters with the inside fastball and he has no problem throwing his wicked curve at any point in in the count. As they say in baseball parlance, Roy O ìhas a little turd in him.î

I am going to miss Roy O.