The leaders of local bank holding company First Farmers & Merchants Corp. say they will soon file corrected financial statements for 2012 and 2013 after discovering errors in how they accounted for their post-retirement health care plan in those years. The mistakes with the defined-benefit plan — which covers employees who retired before mid-20007 — came to light in preparing the company's 2014 numbers and, in a filing with the SEC, First Farmers execs say they've brought accounting firm BKD into the loop.
Columbia-based First Farmers has $1.1 billion in assets and posted a profit of $7.6 million through the first nine months of last year. The company runs 19 offices in eight area counties.
Drawing on his team's plentiful experience gained from squaring off with Sardar Biglari, Cracker Barrel Old Country Store General Counsel Michael Zylstra has partnered with Bass Berry & Sims attorney Howard Lamar to outline a playbook for handling the not-so-friendly approaches of an activist investor. Among the major points the two emphasize is the need to stay away from grandstanding — that's reserved primarily for the Biglaris, Ackmans and Icahns of the world — and to communicate clearly to the company's employees, who can be strongly affected by activists' claims. Also key: Working hard to get major shareholders up to speed and inoculated against the activist.
These interactions provide not only insight to the business of a company but also provide shareholders an appreciation for the importance of independent oversight through the board of directors. Furthermore, this empowers shareholders to be more trusting of management and the board, and potentially to be less susceptible to claims made by an activist as to allegations of improper or entrenching motives of management or a company’s directors. Notwithstanding the potentially persuasive observations of an activist, the development of relationships by a company’s representatives over time can be a significant advantage when shareholders are faced with choices in a proxy contest.
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The directors of Healthcare Realty Trust last week voted to declassify the real estate investment trust's board structure, which now divides the nine-member body into groups of three. If shareholders approve next spring — and there's little reason to believe they won't — all directors will stand for a one-year term from then on.
Private equity investment firm Bain Capital will be able to fill a seat on the board of directors of Acadia Healthcare once the Franklin-based company completes its $1.18 billion deal to buy CRC Health Group, which Bain has owned since 2006. Acadia's board now consists of nine members.
In an SEC filing detailing some of the nitty gritty of their plans, Acadia officials also say they have lined up CRC financing help from Merrill Lynch, Bank of America and Jefferies Capital. Among the plans are a new senior term loan of up to $580 million, bridge loans of up to $250 million and other long-term financing packages. Also detailed: Should Acadia's plan to buy CRC fall through, it will owe the California company $50 million.
HCA Holdings announced Monday that CEO Milton Johnson will become chairman of the company's board of directors on Dec. 31. On that day, Johnson will replace Richard Bracken, who is retiring. Bracken served as chairman of the board since 2009, and also served as CEO from 2009 to 2013.
"As a longtime HCA veteran and executive leader, Milton has a keen understanding of hospital operations and a strong commitment to HCA's patients-first culture," Bracken said in a release. "He is ideally suited to lead HCA to continued success.
Shares of HCA (Ticker: HCA) were down to $71.40. Year to date, they're up nearly 50 percent.
In his latest Dealpolitik column, Ronald Barusch writes that investors shouldn't get too worked up about hedge fund Elliott Advisors' nomination of a slate of directors for Family Dollar's board. It's a move he calls "largely pointless" because Family Dollar can bump back its annual meeting — the most recent one took place in January of this year — a bit to allow its pending sale to Dollar Tree to proceed.
By then, Family Dollar’s assertion that the Dollar Tree deal can attain early regulatory clearance will be tested, and shareholders would have their chance to choose whether to take that deal. And if both deals get bogged down at the FTC that long, I would expect both deals to emerge from the review at the same time—producing a head-to-head bidding war—unless one of the bidders has failed to come to a deal with the FTC.
POSTDATA: WARRANTY DEEDS