The Red Lion chain includes 53 hotels located in nine states and one Canadian province, with 9,266 rooms and 441,640 sf of meeting space. The company also owns and operates an entertainment and event ticket distribution business.
Columbia Pacific Opportunity Fund currently owns 2.3 million shares of Red Lion stock, or 12.7% of the company. Red Lion described the CPOF offer as an "unsolicited, non-binding and conditional preliminary indication of interest" and said the company's board of directors would evaluate the offer.
In a June 27 letter to Red Lion chairman Don Barbieri filed this morning with the SEC, COPF principal Daniel R. Baty states that his firm's stake in Red Lion "reflects our confidence in the company, however we believe the company would better be able to realize enhanced value as a private entity."
Baty says COPF can accomplish its necessary due diligence review within 60 days. "We are prepared to proceed immediately with discussions and our due diligence review in anticipation of signing a definitive merger agreement upon the execution of a confidentiality agreement," he states.
In a note to clients, Deutsche Bank analyst David Loeb says the offer provides a significant premium but not a significant multiple, so he's recommending a hold until the dust settles. "We are maintaining our Outperform rating and $11 price target on Red Lion," he says. "In light of the offer, we expect the shares to trade up, but do not expect the market will discount full franchise value."
SEC filings show that private discussions between Columbia Pacific and the Red Lion board began in April but were broken off by Red Lion without agreement on a buy-out, according to Loeb. "As such, we expect this is likely just the beginning of the story," he writes.
Given that Red Lion's capital structure does not leave significant room for additional debt in a take-private, Loeb says the buyout likely would require equity of approximately $175 million. Other potential buyers could include Carlson Hotels, Choice, Wyndham or, secondarily, Intercontinental or Global Hyatt.
That having been said, he adds that RLH's board and management has desired to remain on-course with its public strategy. "We believe the board believes Red Lion can create substantial shareholder value by increasing the geographic distribution of the brand through ownership, joint ventures, and franchising," Loeb states. "The brand's regional size might be a bit of a work-in-progress before its value is maximized, which would be the board's case should it reject the public offer."
Columbia Pacific Opportunity Fund LP includes Alexander B. Washburn, Daniel R. Baty, Stanley L. Baty and Brandon D. Baty. The principal business address of the Reporting Persons is 1910 Fairview Avenue East, Suite 500, Seattle, Washington 98102. Columbia Pacific Advisors LLC serves as the investment manager of Columbia Pacific Opportunity Fund. Washburn and the Batys serve as the managing members of the CPA and are primarily responsible for all investment decisions regarding each Fund's investment portfolio.
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