The Real Deal New York

Securities law firm investigating Morgans-SBE deal

Rigrodsky & Long looking into "potential legal claims" against hotel manager's board

May 10, 2016 02:15PM
By Rey Mashayekhi

Morgans SBE

From left: Howard Lorber and Sam Nazarian

A securities law firm is investigating Sam Nazarian’s planned buyout of Morgans Hotel Group and exploring “potential legal claims” against Morgans’ board of directors.

Rigrodsky & Long said Tuesday that it is looking into “possible breaches of fiduciary duties and other violations of law” related to the beleaguered hotel operator’s deal this week to be acquired by Nazarian’s SBE Entertainment Group.

Los Angeles-based SBE is paying $2.25 per share in cash for all outstanding shares of Morgans common stock in a transaction representing a total enterprise value of roughly $794 million, Morgans announced yesterday.

Nazarian, founder and CEO of SBE, will helm the combined company and acquire all of Morgans’ boutique hotel brands, as well as ownership of Morgans’ Hudson New York hotel in Midtown and Delano South Beach hotel in Miami.

The deal would resolve a long-running search by Morgans for a buyer that would recapitalize the company and provide a new strategic direction, with Morgans plagued in recent years by shareholder infighting that managed to derail previous merger talks with SBE last year.

But Rigrodsky & Long — which has offices in Wilmington, Del., and Garden City, N.Y., and specializes in securities law and corporate governance litigation – said it is examining whether Morgans’ board, which is chaired by Vector Group president and CEO Howard Lorber, failed to properly market the company and “obtain the best possible value for Morgans’ shareholders” before striking the SBE deal.

In a release announcing the investigation, the law firm reached out to Morgans shareholders who acquired their stock before the announcement of the deal and may “think the proposed buyout price is too low.”

Representatives for both Morgans and Rigrodsky & Long did not return requests for comment.

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