If the "other" financing deal goes through and PZN doesn't deReit, then it would be subject to the Real Estate Investment Trust tax laws which require a dividend be paid--AND the service companies would still have to be separate and accounted for independently. These two deals sound mutually contradictory to me.
You are probably correct, but who would have guessed that the BOD could have, without shareholder approval, negotiated a deal with Blackstone that has such onerouse back-out terms? Technically, yes, the BOD has to put these things to a vote but if they can (without shareholder approval) accept criminally high walk-away fees (what was it for Blackstone's "expenses" $18 million!) I would argue that in reality the BOD can fix the game so that they can force an outcome.
My belief is that Blackstone can counter in any way they wish, but PL can still insist that their offer is included in a proxy to shareholders. We can be asked to choose between two offers. Unless there really is some doubt as to which is better, Blackstone and the BOD would be unlikely to present their deal next to PL's deal.
An example of a hostile takeover that I am thinking of would be Wells Fargo's rather disasterous purchase of First Interstate. First Interstate, from the BOD down to line employees, opposed the offer ferociously. They had a legitimate white knight making viable offers (a Minnesota bank I believe - I've forgotten which one). In any case, Wells just kept raising their bid and in the end got First Interstate because they were willing to pay more than it was worth. Of course, the unhappy First Interstate employees left in droves, Wells found that they could not manage what they bought, and the deal turned out to be a disaster for Wells shareholders (but great for First Interstate shareholders if they cashed out). Then another Minnesota bank bought Wells (poetic justice).
This kind of history suggests to me that a BOD can not refuse to present an offer to shareholders, even when they do have a reasonable counter-offer. The shareholders have the right to vote on any offer.
I have no knowledge of what a BOD is required to do in a situation like this. When I read the recently published stuff, I see things like "Blackstone has the right to counter any offer..." and it makes me wonder - what if Blackstone makes some silly changes to their original proposal and makes it slightly better for us and then the BOD looks at it and says "Yup, that's better than Pacific Life's. We'll take it!".
Again, I just don't know the legal requirements.
I agree with your assessment of PZN's value with the Blackstone offer; that's why I sold around $5.
certainly isn't giving the new deal a big vote of confidence. To me, it seems very clear that the new deal would virtually assure one thing - No BR for PZN. The new plan brings in new cash, results in lower negotiated (compared to now) interest rates on their LOC, deREITs for 2000 (I read that in a news release this weekend) thus virtually ending the cash drain.