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Hotel group gears up for proxy fight

Profile Photo By: Steve Shellum
December 19, 2015

Hotel group gears up for proxy fight

A top Morgans Hotel Group Co shareholder is preparing to launch a proxy fight, according to documents obtained by Reuters, as it lines up three candidates to serve on the company’s board of directors.
The battle brewing inside the upscale hotel company comes after two failed deals, one involving Yucaipa Companies billionaire Ronald Burkle and the other with Los Angeles hotelier Sam Nazarian.
Rambleside Holdings, an investment firm that owns a roughly four percent stake in Morgans, has filed a formal request for the company’s list of shareholders, according to a December 15 letter obtained by Reuters. Such a letter ? pursuant to section 220 of Delaware Corporate Law ? is typically the first step in a proxy contest, allowing a shareholder to canvas fellow owners for support.
The request follows a letter Rambleside sent last month to the company’s board, which says that it has shareholder support to have Rambleside chief executive officer Greg Cohen on the board and three other candidates: ex Morgans CEO Fred Kleisner; ex-KKR executive Nils Brous; and John Tolbert, a consultant who used to work for billionaire and Blockbuster Video founder, Wayne Huizenga.
?Inviting these highly qualified individuals onto the Board will help assure the investor community about the Board’s seriousness of maximizing shareholder value,? says the letter, dated November 5.
Morgans replied by saying that adding more directors to the board was not in the best interest of the company, according to a letter obtained by Reuters, signed by Howard Lorber, Morgans’ chairman.
The two sides could still reach an agreement before the annual meeting and avoid a fight.
Morgans, which has a market value of around US$100 million and whose boutique hotel brands include Hudson and Mondrian, did not immediately return a call for comment.
Morgans’ properties include the Delano on Miami Beach as well as other prize properties in London, New York in other gateway cities.

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