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.