Fertitta gets squeezed this time

Looks as if Tilman Fertitta is about to endure a bit of his own medicine.

As this post from a couple of months ago explains in detail, Landry’s Restaurants, Inc. shareholders have had a wild — and mostly bad — ride over the past several years as Fertitta (who is the company’s founder, CEO and chairman) tried to figure out a way to finance taking the company private.

Because Landry’s board failed to obtain a standstill agreement from Fertitta while he put shareholders through a series of failed buyout offers, Fertitta increased his ownership stake in Landry’s from approximately 39% to 55% as the company’s stock fell as low as $5 per share. As you might expect, Fertitta and the Landry’s board are defendants in a shareholder lawsuit in connection with that oversight.

Finally, after shareholders and the markets widely panned Fertitta’s Saltgrass Steakhouse spinoff proposal in September, the 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 is just one small problem with Fertitta’s proposal this time — under Delaware corporate law, Fertitta had to agree that his proposal is subject to a requirement that a majority of the Landry’s shares that Fertitta does not control have to approve the deal.

Enter William Ackman and his Pershing Square Capital Management hedge fund.

In an Schedule 13D filed with the SEC this past Friday, Pershing and its partner William McGuire (the Borders Group chairman) announced that they had purchased just under 10% of Landry’s outstanding shares and that they hold derivatives contracts that could hike the share to almost 14% of the oustanding shares.

And while they were at it, Pershing and McGuire announced that they opposed Fertitta’s $14.75 per share buyout offer.

So, Fertitta would appear to have only two choices. Either pull his proposal off the table — and risk a wholesale shareholder revolt of his actions that have depressed the company’s stock price over the past several years– or raise his offer to satisfy Pershing.

And even if he decides to meet Pershing’s asking price, where is Fertitta going to find the financing for his proposal? It’s not as if the financing markets have been particularly bullish on the company over the past couple of years.

Hold on tight, Landry’s shareholders. Your wild ride is not over yet.

The NY Times Steve Davidoff has more.

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