Business

Morgans Hotel Group set for second proxy fight

There will be a second proxy fight at the chic Morgans Hotel Group in as many years.

Sahm Adrangi’s Kerrisdale Capital, which is pressing management of the company, owner of the fashionable Hudson Hotel, to sell the company immediately, will nominate a full slate of directors to run against the current board at the May 14 annual meeting, it said in a letter to the Morgans board on Wednesday.

The Ian Schrager-founded Morgans also owns the Delano and Mondrian hotel brands.

Adrangi, a confident, 32-year-old, Iran-born Canadian, and two other Kerrisdale principals will be among the nominees, he told The Post.

The investor said his nominees, if elected, will hire a bank and quickly run a sales process.

There is a “good chance,” Adrangi added, that if he won election, he would take the best price for the company, even if it was not much above where it is presently trading. He feels the run-up in the shares over the last few months has been from sale speculation.

Morgans shares were trading at $8.01 a share in early Wednesday-afternoon trading, up about 0.4 percent.

In November, Ron Burkle said he would consider making an $8-a-share offer.

Morgans CEO Jason Kalisman supports a sale, too — as hotel companies have fetched high premiums of late — but only after the company straightens out its finances, sources said.

Adrangi, whose firm owns 3.8 percent of Morgans’ stock, has been calling leading shareholders in recent weeks, letting them know he would be launching a proxy fight, The Post reported exclusively on March 5.

In the letter, Adrangi criticized the Morgans board for its less-than-friendly dealings with Ron Burkle’s Yucaipa Cos.

“Strained personal relations between the current board and the company’s largest creditor has led to increased corporate expenses related to litigation with Yucaipa Cos.,” Adrangi said in his letter.

“These strained personal relations have led the Board to retire debt bearing a low 2.375 percent interest rate and replace it with far costlier mortgage debt bearing an interest rate of LIBOR plus 565 basis points.”

This month, Morgans agreed to pay $88 million for some of Yucaipa’s convertible notes with money it raised from new loans.

“Personal animosities should not be permitted to interfere with the best course of action for the company’s stockholders,” the letter said.

Adrangi told The Post he voted for Burkle’s incumbent slate at Morgans’ last annual meeting — a slate that was voted out.

Young real-estate scion Kalisman, grandson of Alfred Taubman, successfully ran a slate of board nominees against Burkle’s slate, arguing that Burkle was looking to buy some of the chain’s best hotels himself at lower-than-market prices.

Adrangi told The Post he was not nominating Burkle or any Yucaipa members as part of his activist slate.

Burkle is prevented as part of this debt agreements from launching a proxy fight, a source said. However, Burkle owns nearly $100 million of preferred stock and warrants to buy 30 percent of Morgans.