Ron Burkle’s $8 a share bid for the Morgans Hotel Group was called into question on Monday, The Post has learned.
The investor, whose after-market offer Friday sparked a 12 percent spike in the company’s shares Monday, to $7.94.
But Burkle may be barred from making the offer, sources close to Morgans said Monday.
Then again, some are questioning whether Burkle actually made a bid — despite widespread media reports of such a move.
“The Yucaipa Companies, LLC would like to make a proposal to the board to purchase the company for $8 a share,” the billionaire Burkle said in a letter to the Morgans board on Friday.
It certainly sounded like an offer.
But Burkle was careful not to make an actual offer because, two sources on different sides of the situation said, he may not be able to legally.
Tying the investor’s hands is an agreement Burkle made in 2009 when he lent Morgans $75 million, sources said.
Burkle agreed he would not make an offer for Morgans unless there was a proxy fight, the sources said.
“There is a restriction unless there is an active proxy fight,” a source said.
And Morgans’ next annual meeting is not until next fall.
Perhaps not so coincidentally, Kerrisdale Capital Management in September said it intended to nominate a separate set of directors to the board of Morgans in the 2014 board election.
It is rare for a shareholder to announce an intention to launch a proxy fight months before it actually can do so.
By announcing its intentions, Kerrisdale may have given Burkle legal cover.
However, the two sources said, it is legally a very gray area since there is no actual proxy fight happening.
A Yucaipa spokesperson stressed to The Post Monday that Burkle has not made an offer for Morgans.
A Morgans spokesman declined comment.
Morgans interim CEO Jason Taubman Kalisman, the 34-year-old grandson of real estate developer Alfred Taubman, has been at war with the 60-year-old investor.
Burkle wants Morgans to sell itself, possibly to him, while Kalisman is more interested in licensing the boutique chain that owns or manages 13 hotels.
On Friday, Morgans board said it would carefully review Burkle’s proposal with its financial and legal advisers and respond in due course.