November 23, 2016
Los Angeles, CA – Siblings clash over control of L.A.-based movie theater chain Reading International
From The Los Angeles Times: Los Angeles-based movie theater chain Reading International Inc. has dozens of cinemas around the world, major real estate holdings, and a nearly 200-year history with roots in the railroad and coal business.
But the future of the storied company has been clouded by an extraordinary family drama that is playing out in court. The three children of Reading’s late chief executive, James J. Cotter Sr., are waging a battle for control of the company, a feud that is reminiscent of the discord that created chaos at the media giant Viacom Inc. this year. Unlike the Viacom case, however, this dispute has largely gone unnoticed in Hollywood.
The son, James Cotter Jr., sued the company’s directors last year after he was ousted as CEO in what he calls a “massive power grab” by his sisters, Ellen Cotter and Margaret Cotter. The sisters are also dueling with the brother in Los Angeles court over their father’s controlling stake. Both cases are pending.
Compounding matters, the siblings are also clashing over whether to entertain a $400-million offer to buy Reading. James Cotter Jr. has accused the company led by his sisters of giving short shrift to an offer from Paul Heth, the CEO of a major Russian theater chain, to buy the company for $17 a share. The company maintains the price is inadequate.
The court battles have weighed on Reading’s stock, which trades at about $15 a share, virtually unchanged from a year ago. A shareholder lawsuit was settled earlier this year, but investors remain anxious about the infighting and uncertainty over Reading’s direction.
“I think a more independent board would be more aggressive in seeking objective advice from knowledgeable bankers, rather than from Cotter’s daughters, who are spending millions against their younger brother fighting to control the entity,” said Andrew Shapiro, an investor whose firm Lawndale Capital Management in Mill Valley, Calif., has long owned Reading stock (it holds about 7% of non-voting shares).
As with Sumner Redstone’s Viacom — in which the company’s CEO was ousted after clashing with the mogul’s daughter, Shari — the infighting at Reading International highlights the perils that sometimes confront family-controlled publicly traded companies. James Cotter Sr. owned 70% of Reading’s Class B voting shares, leaving non-voting Class A shareholders with virtually no say in how the company operates.
“It’s designed to preserve family control in perpetuity, but sometimes the person you pick in perpetuity doesn’t work out or the family doesn’t work out,” said Charles Elson, a corporate governance expert at the University of Delaware. “So the other shareholders are essentially stuck in the middle.”
Billionaire Mark Cuban owns about 12% of the voting shares, but has mostly stayed on the sidelines of the various disputes.
The Cotter siblings and Cuban declined to comment for this story. Reading also would not comment.
Reading operates 57 theaters and 465 screens in the U.S., Australia and New Zealand, including numerous locations in San Diego and Hawaii, and employs about 2,300 people. The company also owns live theaters — including the Orpheum and Minetta Lane in Manhattan, and the Royal George in Chicago — and other commercial properties.
Launched in 1833 as the Philadelphia & Reading Railroad Co., the business was created to move anthracite coal mined in Pennsylvania. But after World War II, railroad companies and the coal market declined, leading Reading to declare Chapter 11 bankruptcy in 1971.
James J. Cotter Sr., a Los Angeles businessman, took control of the Reading name (made famous in the Monopoly board game) in the 1980s. Later, Reading began to acquire and develop real estate, focusing on properties with cinemas and live theater venues.
Cotter Sr. resigned as CEO and chairman in August 2014 because of declining health, leaving son James Cotter Jr. in charge. Cotter Sr. died in September 2014 at age 76.
Shortly thereafter, his two daughters went to court, alleging their brother improperly convinced their father to add him to a trust that would control the voting shares of the company. Ellen and Margaret Cotter said in court papers that James Cotter Jr. unduly influenced their father while he was in the hospital after suffering a fall in his home. The daughters said their father lacked “the knowledge and understanding necessary” to make such financial decisions.
The daughters contend that after their dad was admitted to the hospital, their brother convinced an estate attorney to draft an amendment to the trust that made him a co-trustee. They allege he lied to Margaret by saying the changes were made based on videos he took of their father expressing his wishes.
Distressed over her father’s failing health, Margaret tried to convince her father to sign the amendment, the daughters’ petition said. Cotter Sr. signed the amendment only after Margaret begged and “tears were shed,“ according to the petition.
Cotter Jr. struck back with his own petition, calling the allegations against him “nonsense” and “fictional.” He said his father was “in full control of his faculties” when he signed the amendment to the trust and accused his sisters of “abusing their power… and breaching their duties.” He further contended his sisters tried to prevent him from selling his Reading stock, in order to “choke off” funds and force him to settle. Cotter Jr. owned about 16% of Reading’s shares as of April 2016, according to a regulatory filing.
In June 2015, the company’s board of directors fired Cotter Jr. for undisclosed reasons and put Ellen Cotter in charge. Cotter Jr. quickly sued his sisters and other Reading directors, accusing them of staging a “boardroom coup” to wrest away control of the company. He said in court documents that his sisters, and company directors loyal to them, had him forced out because he refused an ultimatum to give up his claim to the trust.
He also accused the sisters of choosing their own financial interests over the well-being of the company and trying to use Reading resources to pay for personal expenses, including an expensive Thanksgiving dinner for Ellen, the company’s CEO; Margaret, its vice chair; and their mother.
The company said in a regulatory filing that “numerous of the factual allegations included in the complaint are inaccurate and untrue,” and vowed to “vigorously defend” against the claims. A trial date in the case has not been set.
All the squabbling has created unease among investors. “The biggest issue is who gets to call the shots,” said B. Riley media analyst Eric Wold, the only analyst who covers Reading’s stock. “It’s been a distraction.… I’d love for them to settle this."
Further clouding matters is whether Reading should be sold. In a May 31 letter, Heth offered to buy Reading for $17 a share, a 35% premium above the stock price at the time, but the board rejected the bid.
A rebuffed Heth in September sent another letter saying he was “disappointed” that Ellen Cotter had not engaged him in talks about his all-cash offer, financed by prominent investment firms TPG Capital and the Santo Domingo Group.
Heth, best known as the CEO of Karo Film Group in Russia, told The Times that he wants to buy small theater chains in North America and retrofit them in the image of his high-end cinemas overseas.
“Reading has the footprint I’m looking for,” Heth said. “I respect what the family’s done, but I and my team can take it to the next level. I think there’s a lot I can do with it.”
Ellen Cotter said in a recent earnings call that the board met in June and November to review Heth’s proposal and determined that shareholders would be better off if the company remained independent. “We don’t believe that the pursuit of a short term premium to market through a sales process is the best way to realize the value in our company,” she said.
Investors interviewed by The Times agreed that Heth’s offer was low, but said the board needs to entertain offers.
“I agree with the company that $17 greatly underestimates its value, but I don’t agree with the company not being willing to engage with a serious party interest,” said Jonathan Glaser, whose Los Angeles firm JMG Capital Management owns Reading shares.
JMG was part of an investor group that sued Reading last year for breach of fiduciary duty after Cotter Jr. was fired. The funds later withdrew their complaint and the case was settled.
Notwithstanding the legal skirmishes, Reading’s business has been growing. Revenue in the quarter ended Sept. 30 jumped 23% to $71.3 million compared with the same period a year earlier. Profit was $3.9 million, up from $327,000 in the prior-year quarter.
Reading has had some success renovating its theaters in San Diego and elsewhere by improving food and beverage options, seating and other amenities. The company also expects to generate substantial cash flow from a six-story retail and office development in Manhattan that will replace an off-Broadway theater. The project is projected to open in 2018.
B. Riley analyst Wold, whose price target for Reading is $26, said the company ’s movie theater and real estate businesses are showing signs of strength, despite its relatively small size and ongoing court battles.
“There’s clear indication that there is value,” Wold said. “It does put pressure on management to deliver more value for shareholders.”
Story link: http://www.latimes.com/business/hollywood/la-fi-ct-reading-international-drama-20161109-story.html
November 14, 2016
From The Wall Street Journal: The sleepy movie-theater industry rarely is a player in big-ticket deals. But after working for months to get skeptical investors on board, AMC Entertainment Holdings Inc. appears poised to win shareholder approval for an acquisition that would make it the largest exhibitor in the world.
AMC, which currently is the second-biggest theater chain in the U.S., plans to pay $1.2 billion to acquire Carmike Cinemas Inc., a tie-up that Carmike shareholders are expected to vote on Tuesday. The initial deal, announced in March, was met with investor backlash and forced a delay of the vote.
Meanwhile, AMC Chief Executive Adam Aron is pursuing a second acquisition that would expand the company to Europe. The deal is expected to close by the end of the year.
October 25, 2016
From The Wrap: AMC Entertainment Holdings, the parent company of cinema chain AMC Theatres, announced in a Thursday filing that it would issue $1.4 billion in new debt to finance two billion-dollar acquisitions it has agreed on this year.
In July, AMC — which is owned by Chinese entertainment giant Dalian Wanda Group — agreed to buy British theater chain Odeon & UCI in a deal valued at $1.2 billion. That same month, the board of Carmike Cinemas, the U.S.’ fourth-largest exhibitor, agreed to accept AMC’s second and sweetened offer for $1.2 billion.
The Carmike acquisition would make AMC the country’s biggest theatrical exhibitor, passing current No. 1 Regal Cinemas. Combined, Odeon and Carmike control more than 5,000 screens, and completing both deals would make AMC parent Wanda — which also owns China’s biggest theater chain — the first exhibitor to manage more than 10,000 screens worldwide.
August 29, 2016
Hollywood Reporter: Summer Box-Office Wrap: Why Hollywood’s on Red Alert Despite Near-Record Revenue
From The Hollywood Reporter: The sequelitis virus infected a number of big-budget franchise installments, except for a precious few (think ‘Captain America: Civil War’ and ‘Finding Dory’), while horror also helped save the day and Disney dominated.
Even though there’s still a week to go before the summer season ends on Labor Day, the verdict is in: Box-office revenue in North America should clock in at $4.5 billion, predicts comScore. That’s the second-best showing ever, behind only 2013’s $4.8 billion and up one percent over last year.
So why is Hollywood on red alert? Blame it on the sequelitis virus, which hit the U.S. particularly hard.
On the one hand, moviegoers in the U.S. and across the oceans turned out in force for Marvel Studio’s franchise installment Captain America: Civil War and Pixar’s sequel Finding Dory — they delivered Disney the summer’s two top-grossing films worldwide with $1.52 billion and $929.1 million, respectively. But the same moviegoers largely rejected a number of other big-budget sequels, reboots and remakes. One genre that’s been immune to the disease is horror, helping to deliver a number of solid doubles and triples that boosted the bottom line.
In terms of attendance, 518 million people went to the movies this summer in North America, according to early projections. That’s down roughly 3 percent from last year, but up from a dismal showing in 2014, when 497 million consumers bought tickets. However, the 518 million is behind summer 2013 (585 million) and summer 2012 (539 million).
Heading into summer, no studio executive could have imagined that STX Entertainment’s $20 million Bad Moms, an R-rated comedy that has grossed $95 million to date in North America, or Universal’s $5 million horror sequel The Purge: Anarchy ($79 million) would domestically out-gross the $170 million sequel Alice Through the Looking Glass starring Johnny Depp, which earned just $77 million in North America.
July 12, 2016
From The Wrap:
AMC Theatres announced deal to acquire London-based Odeon & UCI Cinemas Group
China-controlled AMC Entertainment continues its global expansion, announcing plans on Tuesday to acquire Europe’s largest movie theater chain for $1.2 billion.
London-based Odeon & UCI Cinemas Group has been in the hands of Guy Hands’ Terra Firma private equity outfit.
AMC, which is also finalizing its acquisition of Georgia-based U.S. exhibitor Carmike, announced it would pay 75 percent in cash and 25 percent in stock for Odeon. The companies expect to complete the deal by the end of the year. Odeon & UCI oversee 242 theaters and 2,236 screens, selling 90 million tickets annually, according to MarketWatch.
With the acquisitions, AMC’s holdings would include 627 theaters and 7,600-plus screens in eight countries.
“While we acknowledge that there are some uncertainties related to Brexit, we are encouraged that current currency rates are highly favorable to AMC with the pound falling to a three decade low versus the dollar,” AMC CEO Adam Aron said in a statement.
October 20, 2015
Enjoy some wonderful movies from silent film stars like Buster Keaton, Charlie Chaplin, Louise Brooks & Mary Pickford. You can find more great old movies to enjoy free on site like Fandor and Open Culture’s 101 Free Silent Films: The Great Classics including Charlie Chaplin’s two rel parody of Bizet’s Carmen.
July 10, 2015
“If the film is rare, highly flammable, and was made before 1951, there’s a good chance it’ll end up on George Willeman’s desk.”
December 17, 2014
Russian cinema chains are calling on owners of shopping malls where their theaters are located to adjust rental contracts against the backdrop of the weakening ruble, which threatens to drive them out of business.
Several large cinema chains, including Cinema Park, Karo Film, Kinomaks and Formula Kino, have sent an open letter to mall owners, requesting that rental contracts, in which rent is normally stipulated in U.S. dollars, be revised and rent fixed in rubles.
The lion’s share of contemporary Russian film theaters are located in shopping malls. Now that the ruble has fallen off the cliff against the dollar, with the exchange rate plummeting as low as 80 rubles for one U.S. dollar on Tuesday, as opposed to 47 rubles a month ago, theater chains have trouble paying rent as their revenues from ticket sales are all in rubles.
Read entire article online at hollywoodReporter.com.
December 15, 2014
The Commodore Theatre will celebrate 25 years to the day that it re-opened as the restored Commodore Theatre with a new vision of first-run movies and fine dining, the first such cinema-eatery in the country.
The Commodore Theatre was recently named one of the “10 greatest dine-in theaters in America” in a Motion Picture Association of America publication (2014) and one of America’s 7 Best Movie Theaters of Food Lovers,“ in a 2013 issue of Bon Appetit Magazine.
Read the entire article at Hamptonroads.com.
October 31, 2014
A blog post in We Got This Covered touches on the foundation of many members' love for this site, the joy of seeing a movie on the big screen. The brief read is worth your time as it really illuminates not so much the actual theatre but the components of experiencing a film with others. Enjoy!