Storer Communications Inc., the Miami-based media company that is fighting a dissident shareholder group, said yesterday that its directors approved a leveraged buyout in which $75 in cash, $25 face value of securities and other rights would be exchanged for each share of Storer common stock.
Investors in the buyout include a group led by Kohlberg Kravis Roberts & Co., a New York firm specializing in management buyouts, and Storer's management. Yesterday's announcement was made only three days after Storer had announced a $100-a-share partial-buyout plan and rejected a leveraged-buyout offer from KKR. The company said yesterday that its previously announced plan has been withdrawn and that the new KKR offer "was improved from one rejected earlier this week."
In this leveraged buyout, a small group of investors would acquire Storer stock using cash and borrowed money. The investor group would use the company's assets as collateral for the money it borrows, and pay the interest on the borrowed funds out of cash generated by the company in the future.
The proposal includes a special provision giving Storer stockholders the right to acquire a total of 10 percent of the new company for 10 years, provided that the new company has made a public offering of its common stock.
Completion of the buyout is subject to several conditions, including negotiating a definitive agreement, obtaining financing and gaining the approval of Storer stockholders. It also is subject to approval by government regulators, including the Federal Communications Commission and various cable-franchising authorities.
Storer stock closed at 77 3/4, up 2 7/8 yesterday.
Storer recently became the first media company to become the target of a hostile takeover bid. CBS Inc. became the second such target last week when broadcaster Ted Turner launched a $3 billion bid for the company.
A dissident stockholder group has proposed its own slate of directors for election at Storer's annual meeting next month, along with a plan to maximize the return to shareholders by liquidating the company. Investment bankers said that Storer management proposed its own buyout of the company because management was in danger of losing the proxy fight at next month's annual meeting.
A representative of the dissident stockholder group, Paul Tierney, said yesterday that the group will continue its fight for control of the company. He said Storer's leveraged-buyout agreement with KKR merely puts a minimum price on the company.
Under terms of the proposed buyout, stockholders would receive $25 face value of preference stock that will begin to accrue cumulative dividends on the sixth anniversary of the merger at 13 percent annually, the company said. Storer said it expects the stock to trade below its $25 face value. The company said that, if the rights it is offering shareholders to purchase 10 percent of the stock in the new company do not become exercisable, Storer will repurchase those rights from stockholders in 10 years at a price based on the appraised value of the new company.
If the proposed buyout is not completed because of certain conditions, KKR would be entitled to a fee of about $20 million and will be reimbursed for out-of-pocket expenses, the company said. The conditions include the re-election of fewer than five incumbent directors at the company's annual meeting on May 7; or the acquisition by a third party of 15 percent of Storer's common stock in a tender offer; or the disclosure by another party of ownership of 15 percent or more of Storer's common stock, including at least 5 percent acquired after April 24.