The New Thomas William F Holding in Five Star Quality Care, Inc
Thomas William F filed with the SEC SC 13D/A form for Five Star Quality Care, Inc. The form can be accessed here: 000092189516006019. As reported in Thomas William F’s form, the filler as of late owns 6.3% or 3,116,753 shares of the Health Care–company.
Five Star Quality Care, Inc stake is a new one for the and it was filed because of activity on November 3, 2016. We feel this shows Thomas William F’s positive view for the stock.
Reasons Why Thomas William F Bought – Five Star Quality Care, Inc Stock
Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented as follows:
On November 7, 2016, Gemini Properties, together with William F. Thomas and Robert D. Thomas (collectively, the “Thomas Group”), delivered an open letter to shareholders of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.In the letter, the Thomas Group expressed its deep concerns regarding the improper manner in which the misaligned, entrenched and inherently conflicted Board of Directors of the Issuer (the “Board”) is permitting Managing Director Barry M. Portnoy (“B. Portnoy”) to firm up his value-destructive grip on the Issuer through an inadequate $3.00 per share tender offer launched by ABP Acquisition LLC, a wholly owned subsidiary of ABP Trust, an entity owned by B. Portnoy and his son, Adam (“A. Portnoy”, and together with B. Portnoy, the “Portnoys”).The Thomas Group urged the Issuer’s shareholders in the letter to reject the Portnoy Tender Offer given its belief that (i) the Portnoy Tender Offer is grossly undervalued, fraught with deep conflicts of interest, and fails to provide full and fair value to the Issuer’s shareholders and (ii) the purpose of the Portnoy Tender Offer is to enrich the Portnoys and to increase B. Portnoy’s effective control over the Issuer at the expense of shareholders.
CUSIP No. 33832D106
The Thomas Group explained to shareholders that it believes they should reject the Portnoy Tender Offer for the following six reasons, which are explained in more detail in the letter:
The Portnoy Tender Offer is Grossly Undervalued.
Just eleven months ago, B. Portnoy and the Board rejected the Thomas Group’s $325 million proposal to acquire certain assets for cash that equated to $6.50 per share to the Issuer, which is more than twice the $3.00 per share Portnoy Tender Offer.
A Non-Competitive and Unfair Process.
Last month, the Issuer’s purported “Independent Directors” effectively denied the Thomas Group’s right to concurrently offer shareholders an alternative tender option even though it was priced at $3.45 per share, a 15% premium over the Portnoy Tender Offer.The Thomas Group believes this is a direct result of the Independent Directors’ unfailing allegiance to the Portnoys given the cobweb of interrelationships among the Portnoys, the Issuer’s external manager RMR LCC and the Issuer’s landlord Senior Housing Properties Trust and their affiliated entities, as well as other directors and officers of the Issuer, that has created an inherently conflicted governance structure.
Tendering shares to the Portnoys, which the Portnoys will purchase on a pro-rata basis, is tantamount to giving-up effective control of the Issuer to the Portnoys and to a Portnoys-beholden Board.
Consideration of Alternatives.
Rejection of the Portnoy Tender Offer would serve as a referendum that the status quo is clearly untenable and a hopeful call to action for the Board to seriously evaluate how to transform the Issuer into an industry leader. Since the Thomas Group’s initial investment in the Issuer in 2012, the Thomas Group has neither seen nor heard the strategic plan for turning the Issuer’s declining value around.
Election of New Independent Director.
By retaining the Issuer’s shares and rejecting the Portnoy Tender offer,
shareholders retain their right to vote and importantly, their right to elect directors who will protect their best interests. Accordingly, last week, the Thomas Group nominated David R. Ford as an Independent Director candidate for election to the Board at the Issuer’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”).
Envisioning a Better Future.
The Thomas Group believes the inherent value of the Issuer is not reflected in its stock price and that significant value can be unlocked given the obvious demographic changes occurring throughout the next 30 years and favorable industry dynamics currently available to the Issuer. Unfortunately, the Issuer’s disastrous corporate governance is, in the Thomas Group’s view, the single greatest barrier preventing the Issuer from achieving sustainable shareholder value.With the right governance structure in place, the Thomas Group believes the Issuer can become a best-in-class senior housing leader with a market capitalization that reflects its true value
CUSIP No. 33832D106
Given the Board’s troubling track record of placing its own interests ahead of shareholders, as evidenced by the inadequate and unfair Portnoy Tender Offer, the Thomas Group believes immediate change to the Board is required to ensure shareholders’ interests remain paramount.To that end, on November 3, 2016, the Thomas Group delivered a letter to the Issuer nominating David R. Ford for election to the Board at the 2017 Annual Meeting. Mr. Ford is a highly qualified candidate with direct industry experience as a former seniors housing operator, as evidenced by his biography below, who is truly independent with no ties to the Portnoy family or the Thomas Group.
David R. Ford
, age 61, is a business and legal advisor to, as well as an investor in, the seniors- housing industry, commercial real-estate ventures and start-up enterprises. Mr. Ford has been an advisor to each of the Walker Group, a real estate advisory firm, since June 2014 and Linked Senior, a developer of interactive software for people living with Alzheimer’s and other forms of dementia in the senior-care market, since March 2016. Mr. Ford is also currently an investor in Aegis Senior Communities LLC (d/b/a Aegis Living), a leading developer and operator of senior-housing communities in California, Nevada and Washington, where he previously served as Vice Chairman of its Board of Managers from 2002 to April 2015.Prior to that, he was the Chief Operating Officer and General Counsel of Maden Technologies LLC, an integrator of outsourced IT solutions and cyber security solutions for the public and private sectors, from 2000 to 2002.For the first two decades of his professional life, he was an attorney in private practice in Washington, D.C., where he specialized in mergers and acquisitions in the healthcare, technology and government-contracting industries. Mr. Ford is currently Chairman of the Board of the Washington D.C. chapter of Minds Matter, Inc., an all-volunteer, not-for-profit organization whose mission is to transform the lives of accomplished high school students from low-income families by preparing them for success in college, a position he has held since November 2014.He has also served on the Board of Directors of Teach for America – DC Region, a non-profit organization, since December 2015 and as President of the Cosmos Club, Washington, D.C., a non-profit organization, since May 2016, where he previously served as its Vice President from May 2015 to May 2016.Mr. Ford also previously served on the Executive Board of the American Seniors Housing Association, a non-profit organization, from 2004 to April 2015.In addition, in June 2007, he co-founded Kalorama Village, Inc., a non-profit organization dedicated to helping seniors “age in place”, where he served as a director until 2009. Mr. Ford received his Bachelor of Arts degree from Rollins College and his J.D. degree from the University of Virginia School of Law.He is a member of the District of Columbia Bar.
The Reporting Persons have engaged, and intend to continue to engage, in discussions with management and the Board regarding Board representation and the composition of the Board, generally as well as opportunities to create value for the Issuer’s shareholders.
Five Star Quality Care, Inc Institutional Sentiment
Latest Security and Exchange filings show 89 investors own Five Star Quality Care, Inc. The institutional ownership in Q3 2015 is high, at 65.72% of the outstanding shares. This is increased by 3779575 the total institutional shares. 32542726 were the shares owned by these institutional investors. In total 8 funds opened new Five Star Quality Care, Inc stakes, 37 increased stakes. There were 11 that closed positions and 26 reduced them.
Phoenix Investment Adviser Llc is an institutional investor bullish on Five Star Quality Care, Inc, owning 269564 shares as of Q3 2015 for 0.84% of its portfolio. Endurant Capital Management Lp owns 1608023 shares or 1.66% of its portfolio. PA Schneider Capital Management Corp have 0.77% of their stock portfolio for 1188762 shares. Further, Osmium Partners Llc reported stake worth 6.86% of its US stock portfolio. The MN Punch & Associates Investment Management Inc owns 968583 shares. Five Star Quality Care, Inc is 0.41% of the manager’s US portfolio.
Five Star Quality Care, Inc. operates senior living communities, including independent living communities, assisted living communities and skilled nursing facilities (SNFs). The Company operates through senior living community segment. In the senior living community segment, it operates for its own account or manages for the account of third parties independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. It operates over 270 senior living communities with approximately 31,420 living units, including over 240 primarily independent and assisted living communities with approximately 28,610 living units and over 30 SNFs with approximately 2,800 living units. It owns and operates over 30 communities (approximately 3,210 living units), it leases and operates over 180 communities (approximately 20,010 living units) and manages over 60 communities (approximately 8,190 living units).
SEC Form 13D is filed within 10 days, by anyone who acquires beneficial ownership of 5%+ of any public firm. Activist investors and practices such as: company breakups, hostile takeovers, and change of control events, are permitted for this form filers. A filer must promptly update its 13D filing in case of acquisition or disposition of 1% or more of the securities that are the subject of the filing.
Insitutional Activity: The institutional sentiment decreased to 0.65 in Q2 2016. Its down 0.05, from 0.7 in 2016Q1. The ratio turned negative, as 16 funds sold all Five Star Quality Care, Inc. shares owned while 35 reduced positions. 17 funds bought stakes while 16 increased positions. They now own 21.27 million shares or 17.58% less from 25.81 million shares in 2016Q1.
Moreover, Gsa Cap Prtn Ltd Liability Partnership has 0.06% invested in Five Star Quality Care, Inc. (NASDAQ:FVE) for 490,936 shares. Royal Comml Bank Of Canada last reported 114,587 shares in the company. Millennium Lc holds 0% of its portfolio in Five Star Quality Care, Inc. (NASDAQ:FVE) for 401,215 shares. Pnc Fincl Grp reported 4,000 shares or 0% of all its holdings. First Quadrant Ltd Partnership Ca has 60,200 shares for 0% of their US portfolio. Schwab Charles Inv Management holds 0% of its portfolio in Five Star Quality Care, Inc. (NASDAQ:FVE) for 14,335 shares. Acadian Asset Mngmt last reported 1.73 million shares in the company. Menta Lc has 65,912 shares for 0.02% of their US portfolio. California Employees Retirement System holds 0% or 296,600 shares in its portfolio. Panagora Asset has 34,622 shares for 0% of their US portfolio. Moreover, Boston has 0% invested in Five Star Quality Care, Inc. (NASDAQ:FVE) for 427,606 shares. Invesco Limited has 0% invested in the company for 103,586 shares. Citigroup Inc has invested 0% of its portfolio in Five Star Quality Care, Inc. (NASDAQ:FVE). Tower Ltd Liability Company (Trc), a New York-based fund reported 59,963 shares. Goldman Sachs, a New York-based fund reported 138,173 shares.
About 1.08M shares traded hands or 193.23% up from the average. Five Star Quality Care, Inc. (NASDAQ:FVE) has risen 22.60% since April 5, 2016 and is uptrending. It has outperformed by 20.64% the S&P500.
Five Star Quality Care, Inc. operates senior living communities, including independent living communities, assisted living communities and skilled nursing facilities . The company has a market cap of $138.66 million. The Firm operates through senior living community segment. It currently has negative earnings. In the senior living community segment, it operates for its own account or manages for the account of third parties independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents.
More notable recent Five Star Quality Care, Inc. (NASDAQ:FVE) news were published by: Businesswire.com which released: “Five Star Quality Care, Inc. Announces Correspondence with Thomas Brothers” on October 27, 2016, also Businesswire.com with their article: “Five Star Quality Care, Inc. Announces Third Quarter 2016 Results” published on November 03, 2016, Finance.Yahoo.com published: “Five Star Quality Care, Inc. Third Quarter 2016 Conference Call Scheduled for …” on October 27, 2016. More interesting news about Five Star Quality Care, Inc. (NASDAQ:FVE) were released by: Businesswire.com and their article: “Five Star Quality Care, Inc. Appoints Richard A. Doyle, Jr. as Chief Financial …” published on December 15, 2015 as well as Businesswire.com‘s news article titled: “Five Star Quality Care, Inc. Announces First Quarter 2016 Results” with publication date: May 04, 2016.
According to Zacks Investment Research, “Five Star Quality Care, Inc. is in the business of leasing and operating senior living facilities, including senior apartments, assisted living facilities, congregate communities and nursing homes.”
FVE Company Profile
Five Star Quality Care, Inc., incorporated on September 17, 2001, operates senior living communities, including independent living communities, assisted living communities and skilled nursing facilities (SNFs). The Firm operates through senior living community segment. In the senior living community segment, it operates for its own account or manages for the account of third parties independent living communities, assisted living communities and SNFs that are subject to centralized oversight and provide housing and services to elderly residents. The Firm operates approximately 270 senior living communities located in over 30 states with approximately 31,420 living units, including over 240 primarily independent and assisted living communities with approximately 28,610 living units and over 30 SNFs with approximately 2,800 living units. The Firm owns and operates approximately 30 communities (approximately 3,210 living units), it leases and operates over 180 communities (approximately 20,010 living units) and manages over 60 communities (approximately 8,190 living units). The Company’s approximately 270 senior living communities include over 10,750 independent living apartments, approximately 15,500 assisted living suites and over 5,160 skilled nursing beds.
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