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Senior Housing Properties (SNH) Message Board

halbeck99 8 posts  |  Last Activity: Sep 16, 2014 6:14 PM Member since: Feb 8, 1999
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  • Look at the top institutional and mutual fund holders of FVE, and you have to ask yourself "Where are these investors? Is anyone paying attention? They could put up two candidates for this election to replace Barry and his agent and elect their representatives to the board in this election cycle. In another year, two at most, they could dispose of Barry and have a change in control without a change in ownership that would diminish the substantial tax benefit of the net operating loss carryovers. If anyone is more derelict in performing fiduciary duties regarding FVE, these institutional and mutual fund investors take the prize. It's not just Barry! It's the lethargy of these bloodsuckers who take a little here, a little there, and do nothing to earn their fees.

    Writing to the SEC will do no good. Write to John Oliver!

  • ...the next important event is the annual meeting and Barry's unelection. Will he pull a rabbit out of the hat to preserve his role in FVE or do we have a chance for real change? Will we be getting our voting proxies next week with alternative candidates or will Barry get re-elected again with a minority of votes simply because he is unopposed? Even Roger Goodell could beat Barry in this election. If we have a mediocre report, Barry survives, and the stock sells off, will we get a hostile tender offer? Or has Barry tied the SNH/FVE/RMR knot so well that no one with the necessary resources sees potential in freeing the slave?

  • halbeck99 by halbeck99 Sep 15, 2014 10:58 AM Flag

    ...can Barry postpone his unelection?

  • Reply to

    Barry's election

    by halbeck99 Aug 22, 2014 12:08 PM
    halbeck99 halbeck99 Aug 27, 2014 3:55 PM Flag

    At least a root canal has therapeutic benefits.

  • halbeck99 by halbeck99 Aug 22, 2014 12:08 PM Flag

    The last time Barry was up for election, 2011, he received 14.0m votes, 13.3m voted against him, 0.6m abstained and there were 5.3m broker nonvotes. In the weeks leading up to that election, FVE shares traded between $7+ and nearly $9 per share. Almost immediately after the election, the share price took a nose dive and traded in the $2 range for the last few months of the year, occasionally breaking $3. How many votes do you think Barry will get in this year's election?

  • Reply to

    Kicking the can down the road:

    by tommccauley31 Aug 19, 2014 12:07 PM
    halbeck99 halbeck99 Aug 21, 2014 9:58 AM Flag

    FVE "manages" only about 20% of those properties under management contracts; the others are owned by FVE or mostly leased by FVE from SNH. If SNH bought the properties owned by FVE and the leasehold interests held by FVE, then SNH could designate anyone to manage those properties, including RMR. So long as Barry is using SNH money to acquire them, he does not care; pump it up to make the FVE shareholders go away and let him take over remainder of the management company and the management contracts at a bargain price. The delay indicates the difficulty he has in getting this done without exposing himself to the prospective shareholder lawsuits or competing bids for FVE that could prove threatening. Barry is up for re-election this year, and he has to pull a rabbit out of the hat. Last year, Barry's boy Gans got elected with a minority of votes because of abstentions by a plurality of shareholders.

  • Reply to

    Kicking the can down the road:

    by tommccauley31 Aug 19, 2014 12:07 PM
    halbeck99 halbeck99 Aug 20, 2014 5:30 PM Flag

    I should have said FVE would be left with cash, the management contracts and the management company - with or without the leases, depending on how the acquisition by SNH of the properties was structured. Getting SNH to put up more money for the properties and leases would be no problem for Barry, since SNH shareholders are a docile lot. Then FVE would have a management company with nothing to manage except for the few management contracts it has. Under those conditions, it could slip under the RMR umbrella at little cost, and maybe the shareholders get $9 a share.

  • Reply to

    Kicking the can down the road:

    by tommccauley31 Aug 19, 2014 12:07 PM
    halbeck99 halbeck99 Aug 20, 2014 5:16 PM Flag

    I think you are missing one essential point in the takeover game: FVE has substantial net operating loss carryovers, which would be extinguished with a change in ownership. So, the first step in Barry’s plan would be to have SNH buy all of the properties from FVE at a price sufficient to do two things: 1) get income into FVE sufficient to absorb the tax loss carryovers; 2) leave FVE with nothing but cash and management contracts. Based on my calculation of taking shareholders’ equity at 9/30/13 less intangibles plus $100 million gain on sale of the properties (which would be enough to absorb carryovers of losses and credits so no tax would be due on the sale and amounts to only a $20 million (5%) gain on original cost), this would mean about $8 per share. What Barry wants to do is pay the shareholders the $8 and siphon away the management company into RMR for little or nothing the way he finessed the Sonesta management company when HPT bought the Sonesta hotels. The problem he is having with such a deal is the management company may be worth a great deal more in this market than Barry can swallow, and it could slip from his grasp in a tender offer by a third party or a shareholder lawsuit over its value. The delay in issuing the financial statements arises from this dilemma: How can he make the management company unattractive to anyone other than RMR. Getting the shareholders to take the $8 would probably be easy, since getting that much of their cash out of Barry’s hands would warrant a discount in the absence of a lawsuit regarding or third party bidder for the management company.

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