But now, at least some of the skepticism has been assuaged -- Sherwood has filed a 13-D indicating a 5.48% stake in the company. Should we take the offer more seriously now? Yes. We now have confirmation of Sherwood's ownership of the stock it reported in press releases, and an assurance that the company was not trading on the hype its press releases generated. So the ethical worst case scenario has been eliminated.
But questions remain. Right now, Trans World is a stock trading up about 40% in less than a month on two offers, both of which are contingent on financing.
There are other questions too. How easy will it be to get financing in this market for an unprofitable company in a declining industry? And if Sherwood is serious about buying at $7, why is it so cautious buying at under $6 -- having accumulated a stake of just 5.48%? If Trans World has the cash to acquire Trans World, why the temerity? And if they're planning to buy the company with mostly debt, the questions about financing are even more important.
Sherwood may be playing a game of chicken -- tossing in an air ball offer to try to get Trans World CEO Robert Higgins to go higher. In my last post, I wrote that:
I'll believe that Sherwood's $7 per share offer is serious when a deal is consummated. Goldman Sachs Group, Inc. (NYSE: GS) has been shopping the company for months, it's hard to imagine another bidder emerging with a higher offer.
But until then, I think investors should take Sherwood's offer with a bucket of salt.
I still think that applies, but the 13-D is a sign that Sherwood is more serious than I had previously thought. In the meantime, the company is trading at a premium of nearly 10% to the CEO's offer, which still lacks financing, and it's still hard to know what to make of the Sherwood offer. The Business Review takes a more detailed look at Julian Benscher, the man behind Sherwood's offer. Given that Benscher's major business interests right now appear to be an orchid farm with $5 million per year in sales and life insurance policies on former music mogul Lou Pearlman, there doesn't seem to be anything in his background to predict that acquisition of the largest mall-based music chain in America.
Who knows but, like I said, I'll believe the offer is real when I see the deal close -- if Benscher wants TWMC at $7 and can get the financing, I doubt anyone will jump in with a higher offer. The company has been trying to find a buyer since May, after all.
