Reading International, or at least a major stake in it, might soon be on the block following a tentative court ruling involving a squabble among members of the Cotter family that controls the No. 9 exhibition chain.
California’s Superior Court in Los Angeles wants to appoint a temporary trustee who would have “the narrow and specific authority to obtain offers to purchase the Reading stock in the voting trust” created by founder James Cotter, Sr. who died in 2014.
The Cotter Living Trust has about 41.4% of Reading’s voting common stock.
The tentative Superior Court decision says it doesn’t have jurisdiction over the company, and therefore can’t mandate a sale. But is does have a say over who owns the stock in the Living Trust.
The decision tossed aside a 2014 amendment to the Living Trust that made Cotter’s son, James Jr., a co-trustee with his sisters — Ellen and Margaret — effectively giving him veto rights.
Ellen and Margaret said that James Jr. had improperly influenced their father at a point when he had lost his ability to make appropriate business decisions.
The court agreed that James Sr. was subject to “undue influence” on June 19, 2014 when he signed the amendment. It notes that an hour after the agreement was signed “Cedars Sinai staff determined Sr. could not sign a consent to a medical procedure.”
In addition, videos taken that day and the day before show that James Sr. “was inattentive, minimally responsive, and possibly confused.”
If the court decision becomes final, then Ellen and Margaret will be the sole Co-Trustees.
The ruling adds that although James Sr. wanted the voting stock to stay in the family “there is no explicit prohibition on their sale.” In addition, “circumstances have changed, both as to the ability of his children to work cooperatively as executives in his company…the potential conflict of interest with any of the children as to the grandchildren, and the lack of diversification with the extensive holdings in the cinema industry.”
The Reading board fired James Jr. as CEO in mid 2015, giving the top job to Ellen Cotter. He sued, alleging that the sisters were running their company for their personal benefit, not for shareholders.
There’s a separate probate proceeding in Nevada that involves The James J. Cotter Estate, which owns 25.5% of Reading’s voting shares. That stock was supposed to move into the Cotter Living Trust.
The CEO told investors last month that “if there is to be a sale” of the shares under the court’s jurisdiction, then “Margaret and I intend to participate as potential purchasers.”
James Jr. has said that he wants “the same opportunity” to buy the shares, Reading says in its last quarterly report.
Reading’s board has a special committee of independent directors — not affiliated with the Cotter family — that “will evaluate matters related to any such event, and we’ll take such steps that the committee believe to be in the best interest of the company and all of its stockholders,” she added.
The company says today that the special committee will review “the scope and implications of the Tentative Ruling.”
In December Patton Vision’s Paul Heth disclosed that a consortium he’s leading was prepared to offer $436 million for Reading.
B. Riley’s Eric Wold says today that investors have little confidence that Heth will succeed.
Still, the analyst adds, “we could see a situation where even one interested bidder generates a back-and-forth bidding process until the value of the company reaches a more appropriate level.”
Although the bidding would only involve the Cotter shares, “a higher value for those shares would also imply a higher value for the common shares as well as potentially put the entire company in play given the change in control that would take place.”
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