IMO, if no announcement of an agreed and signed deal by before the open next Tuesday, there ain't gunna be a deal with Colony.
The leak and follow-up press releases were after the close on Fri, 5/6. I suspect the period of exclusivity would not exceed 30 days. Typically in deals like this, the parties first address the dealbreakers. If you can't get by these, there is no need to waste time on details. In a three way deal as described, the list of details is long and complicated, many times with multiple paths to the same goal. These take lots of time.
IMO, as of now, talks ended quite a while ago (over dealbreakers) or they are up against an exclusivity deadline to finish the deal or walk away. Nothing like a drop dead deadline to fish or cut bait. I suspect that is this weekend (if talks are continuing).
So, imo, it's Tuesday morning announcement or this deal is dead.
SUI just filed a prospectus supplement. Found this:
"Excluding the acquisition of three communities in the second quarter of 2016 for an aggregate purchase price of $44.8 million, after the Acquisition, we will own an aggregate of 116,349 developed sites comprised of 79,511 developed manufactured home sites 20,162 annual RV sites (inclusive of both annual and seasonal usage rights) and 16,676 transient RV sites, and approximately 10,163 additional manufactured home and RV sites suitable for development.
We anticipate that the closing of the Acquisition will occur no later than July 9, 2016.
Had the big deal gone bad or was on the way down the drain, imo, they would have used different language.
First part is they acquired another community not previously disclosed. In earnings release they said 2Q acquisitions were two for 37.8 million. Now it's 3 for 44.8 million, one additional community for 7 million.
Rather unusual trading in NRF/NSAM, don't you think?
Hmmm, I wonder if this portends a press release after the close today.
I would never suspect insiders leaking to friends in this shop. They are the model of frugality and openness.
Meanwhile, legislation including "say on pay" has increased the power of proxy advisory firms, especially the two biggest, Institutional Shareholder Services (ISS) and Glass Lewis and Co.
Just google their names and then email the firm, in your own words (no form letter), to take a hard look at the compensation and the conflicts of interest among directors. These are the same people running the same company which has been split into 3 reporting entities. Hamo got paid over 20 million by NSAM for part time work and over 10 million by NRF for part time work. PLUS he got 126,958 shares of NRE on 2/24/16 and another 210,753 shares of NRE on 3/7/16 plus another 158,065 shares of NRE contingent upon future stock performance......all for part time work. If you value NRE at 11 per share, the non-contingent shares are worth another 3.7 million.
Make your voices heard.
My experience with CPA firms is now getting old since I retired several years ago. With that caution, the really good houses will not sell their opinion for a fee. When a given issue can properly be reported in different ways, go with the client's preference as long as the result is not misleading.
When the client wants to do something which is not proper, the good houses will stand firm. No client is worth your integrity. No client is worth your licence. I remember one local house had a policy of at least 3 partners deciding every hard call (one of which was in charge of the engagement responsible for the issue). After they had discussed the pros and cons of what the client wanted to do, the mandatory question before a vote was, "What would our answer be for a 500 fee?" A 5 million fee got the same answer.
I also remember a solo CPA who had a reputation among CPAs as being a sleazy dirtbag, a disgrace to the profession. Eventually he got convicted of felony perjury and obstruction of justice (his client was a drug dealer). He went to the slammer. In Rhode Island, a felony conviction means automatic revocation of the CPA certificate. At the time, (don't know about today), once RI revoked the certificate, no other state would issue one. A penalty richly deserved by this #$%$.
IV does not censor their posts so my language is a little different on that board. I sent a copy & paste of my IV post on voting to Calabrese who I hope will forward to Hamo.
Now is the time to contact the proxy advisory firms and large tute holders.
Fidelity also has nrf in its electronic voting proxy area.
I just voted in 5 Fidelity accounts.
"Withhold for all" directors and "against" everything else including the auditors for not making nrf call a 40 million writedown on Aerium in 2015 an impairment charge. And now another 10 million writedown in 1Q 2016 disclosed only in a footnote to a footnote (smallest print possible in 10-Q). They bought the Aerium interest in June 2014 for 62 million and in less than 2 years have written off 50 million as worthless, yet they still pay NSAM 10 million per year to "manage" this mostly worthless investment.
Fidelity bought drip shares Tuesday.
I paid 13.2717 for NRF. It closed at 12.47 yesterday, down 6% in two days.
I paid 11.6854 for NSAM and it closed at 11.57, down 1%.
Those who drip today are likely to do better than Fidelity drippers.
15 cents on the dividend plus 3 cents on the buy ain't enough for me. 18/11.21 = 1.6%. We'll see what tomorrow brings. Another 20 cents and I'm out of this lot. Between 10 cents and 20, depends on how I feel the day is going. Under 10 cents, not likely.
I got a 1.83% dinner trade out of nsam today. See IV board.
Also tried to buy 5,000 nre this morning at 10.74. I got a partial fill. See IV board.
We, the retail, are powerless. However, a strong vote against coupled with a big shareholder activist such as Vanguard, will either bring Hamo to the negotiating table for big changes in corporate governance or he is out the door litigating for his severance package.
Yeah, but the board is "bribed" imo. Look at Hanaway, on all 3 boards, collecting 3 board fees for doing incremental work over one board overseeing 3 divisions. So the unspoken deal is (imo) you pay me outrageous salaries and bonus and I'll give you outrageous director fees. It's all paid for by US, not them.
So, if you get Hamo, Tylis and Hanaway all on the same side, it's very hard for the others to out-vote them. So, if somebody does not go along to get along by voicing opposition, they don't get nominated the next time around.
IMO, it's as dirty as it gets while legal on paper.
These rules apply to an UNCONTESTED election of board members. With someone else running for each seat, the plurality wins the seat.
Even though that's nice (if we had other nominees), if control of the board changes to people not approved/nominated by the current incestuous board, that constitutes a "change of control", triggering the severance provisions with golden parachutes for the big shots.
When the parent, Vanguard Group, reports its holdings, that includes all of the Vanguard funds and ETFs.
Adding any of the controlled funds or ETFs to the group total is double counting.
Nevertheless, if Vanguard Group acted like a concerned shareholder, it would carry a helluva clout. But none of the money invested by any of the Vanguard funds/etfs is Vanguard's. It's all outside investors investing through Vanguard. Therefore the corporate entity doesn't give a (you know what).
Bought 3,852 NRE a few minutes ago at 11.2121 for a dividend capture flip. Odd amount is to create a 5,000 share holding lot as I got stuck with 1,148 shares on a partial fill of a prior flip lot.
Ex dividend 15 cents on 5/19, so if I'm wrong, 60/11.0621 = 5.42% which ain't bad (to me since I pay Fidelity less than 2%).
So I get 1.337% of my money back Thursday morning. Gimmee another 1.5% or so by then and I'm out of this one. Otherwise I just wait.
That quote is not my text. It is a copy & paste straight from the NRF proxy statement filed last night.