Yes, corporate greed is reaching every corner of our society. In this case, it has been corporate greed of epic proportions. It's the kind you only get away with when nobody is paying any attention.
PlanetOut Inc. (LGBT) is the owner of gay.com, a matchmaking website. Together, the executives of this company managed to lose over a hundred million dollars in stockholder equity over the last few years. But that was apparently not enough.
As it was trading around 35 cents with 4.1 million shares outstanding, despite having over 8 million in cash on hand at the end of their September 2008 quarter, the CEO Karen Magee, a former gay rights activist, announced a buyout. Oh, but those words are not always music to the ears of investors, not when the buyout only involves receiving twenty percent of a private company's shares. And not when that private company appears to be worthless!
More on that later.
It gets worse. While the company's currently illiquid shares were trading at a liquid .35 for the last three months, or a 1.4 million market capitalization, and while it continues to trade there today, management did the unthinkable: they assigned a $500,000 termination fee on the worthless deal, or over a third of their market cap. Oh, but there's more. The strategic alternative specialists involved are to receive 1 million dollars for their extraordinary work, along with extra expenses, of which they have already just received $400,000. An extra firm was even hired for $200,000 to say that the deal was worth $20 a share. And then there are probably around 300,000 in proxy fees and legal expenses. If you're keeping score that's 2 million to facilitate (or force) a deal for a 1.4 million dollar company.
Did I forget to mention severance payments? That's right, the CEO and other executives are in line for about 2.5 million in severance payments.
And yet, the company would still have some value left over, with 20 million in assets on their balance sheet. After all, the domain name gay.com itself along with their subscribers and traffic has significant value. But what kind of agreement did this all lead to?
"How about we take 100% of your company and all of its assets and give you 20% of our combined company stock, of which we - just two individuals - will hold almost 80%. Our company, Here!, is a gay production company where we routinely pour money into TV and film projects that get mediocre reviews, pay ourselves off with revenue, and then look for other gay friendly investors to dilute the previous investors' shares and continue our losing or break even operation, looking for that one big hit. Our balance sheet is not impressive and don't even look at our past earnings losses, but we're guiding for a lot of earnings in the future!"
That was not a direct quote. But if you listened to the conference call you might have been beside yourself as the CEO of the acquiring company discussed with glee how wonderful the PlanetOut asset was for them. Indeed, getting something for nothing is always wonderful. Unless, of course, you're a shareholder being forced to give something for nothing.
By the way, did I mention PlanetOut had already sold their publishing business to the acquiring company earlier in the year, saying they wanted to rid themselves of the falling publishing business? Now, they're reuniting with the same company in the same year. I'm all for gay marriage but this one should be outlawed. It's an all paid expense marriage by PlanetOut investors who now face a termination fee of one third their current market cap if they choose to vote down the deal.
