The largest shareholder at Fisher Communications, the investment fund group managed by Mario Gabelli, pictured, has picked sides in the battle for control of the company. It will support some of the dissident slate, but not all.
The Gabelli funds own 28.49% of Fisher’s stock so it will have a big impact on the outcome of the May 11th vote on nominees for the board of directors. Because of the company’s voting rules, which allow cumulative voting, Gabelli could increase its effective voting power by concentrating its votes on certain nominees.
According to an SEC filing, Gabelli has decided to back three of the four candidates nominated by FrontFour Capital – excluding the one actually affiliated with FrontFour, Stephen Loukas. The candidates who will get backing from Gabelli are: John F. Powers, Chairman for the New York Tri-State Region of CB Richard Ellis, Inc., an indirect wholly-owned subsidiary of CB Richard Ellis Group, Inc., the world’s largest commercial real estate services firm; Joseph J. Troy, Executive Vice President and Chief Financial Officer of Quality Distribution, Inc., a publicly traded operator of the largest dedicated bulk tank truck network in North America; and Matthew Goldfarb, a Portfolio Manager at Fourth Street Holdings, LLC.
Although the voting is just a few days away, the Gabelli filing says the investment firm has not decided whether to apportion its votes itself among the three candidates or give its proxy to FrontFour with authority to allocate the votes among those three candidates.
Mario Gabelli has long been critical of how Fisher is managed and led a dissident movement in 2009 which placed FrontFour’s David Lorber and attorney Paul Bible on the board. Bible, it should be noted, backs the management slate in next week’s vote.
RBR-TVBR observation: The Gabelli move pretty much guarantees that more directors pressing for the sale of all or part of the company will join David Lorber of FrontFour on the Fisher board, but probably not enough to constitute a majority on the nine-member board. At the very least, CEO Colleen Brown will need to stock up on aspirin to deal with the headaches ahead.
As for Mario Gabelli, he’s made it clear that he’d like to cash out of Fisher, but not at the price on the table from FrontFour affiliated Huntingdon REIT. So the question now is whether to sell Fisher Plaza, which is underway, and use the proceeds with cash on hand for a big stock buyback – perhaps a tender which would interest Gabelli – or put the entire company up for sale.