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http://phx.corporate-ir.net/phoenix...ewsArticle&ID=1846779&highlight=
Now it gets interesting;

"The Company's board of directors has not changed its recommendation with respect to the pending transaction with Kohlberg."
If the other, $38/share, bid is a Superior Proposal (*), how does that not change the recommendation (to shareholders, I presume) regarding the Kohlberg bid? Or is Steinway signaling that they think Kohlberg would provide better management than Other Bidder? Or something else?

(*) Which I guess means, a proposal for more money, the unfortunate all-important determination for publicly traded companies, regardless of the management merits of the bidders.
Well -- Kohlberg may up it's offer, or there may still be another bidder lurking. The bottom line is that the board of directors, minus "interested parties," must determine what is in the best interest of SMI, rather than the interest of the share holders since the stock has already exceeded, by a considerable percentage, the share price prior to the decision to "go private." Hopefully, the best interest of the future of SMI will be the deciding point.
I certainly hope the board of directors can make the best interest of the future of SMI to be the deciding point. But can they? I would think that the interests of the almighty dollar would mean that for the disinterested shareholder, their best interest is in taking the highest offer, regardless of what it means for the future health of the private SMI. The higher it gets beyond what the share price used to be before this all started, the better. Why should shareholders settle for $35 when they can get $38? This is looking at it purely from the short-term financial view for shareholders.

I don't like this, but after hearing so much about corporate governance (in general) having to take short-term instead of long-term strategies (to the detriment of long-term health) because of the stock market and quarterly earnings reports and so on, I would be pleasantly surprised if in this, its last act as a publicly traded company, the SMI board of directors were able to make a decision or recommendation that did not place share price as the first consideration.
Stock price now is at $39.28.
Originally Posted by Plowboy
Stock price now is at $39.28.


And I just sold at that price.
Originally Posted by Steve Cohen
Originally Posted by Plowboy
Stock price now is at $39.28.


And I just sold at that price.


It is tempting. My stock is in a self-directed 401k account. I've recently received mail from them asking me for instructions on how to deal with the merger. I can't figure that out, so maybe I'll just sell, too. That's $17 per share more than I paid.
I sold, too. ($39.33)
Quote
Well -- Kohlberg may up it's offer, or there may still be another bidder lurking.


There may be more to it than meets the eye.

Norbert help
Norbert - That is exactly my point.
Quote
Norbert - That is exactly my point.


Perhaps it's the moment to buy - rather than sell?

[Sorry, my money goes elsewhere... grin]

Norbert
Actually, from the link in the original post, it sounds like the Steinway Board of Directors is recommending the new deal. It has offered to renegotiate with Kohlberg, which does not sound like it is sticking with the $35 per share offer from Kohlberg.

I wonder what a "disinterested" director is.
Originally Posted by Norbert
Quote
Norbert - That is exactly my point.

Perhaps it's the moment to buy - rather than sell?

It will be interesting to see, on Wednesday when the dust settles, if the share price will be above $40.00/share.
Originally Posted by Rank Piano Amateur
I wonder what a "disinterested" director is.

RPA, are you picking up on my use of the term "disinterested shareholder"? I didn't mean the directors, I meant the general shareholder. I meant that the general shareholder might be assumed to only be interested in maximixing their shortterm profits: that is, they are uninterested in the fate of SMI apart from how much money the shareholders can make off of their shares. And I thought all the short-term driven-by-the-stock-market thinking that corporate governance in general seems to be driven into, judging by what I read in newspapers, might mean that in this case the hands of the SMI board of directors might be tied: that they are legally bound to recommend what is in the financial best interests of the shareholders, which is to get as high as shareprice as possible.

Originally Posted by Minnesota Marty
The bottom line is that the board of directors, minus "interested parties," must determine what is in the best interest of SMI, rather than the interest of the share holders since the stock has already exceeded, by a considerable percentage, the share price prior to the decision to "go private."

I still don't understand what this means. So what if the stock is already higher than it used to be? It can go even higher! Why stop at $35 a share when you can get $38, or $39.33, or possibly over $40? Why should the board of directors be able to switch from maximizing financial benefit to the shareholders to maximizing piano-building benefit for SMI, just because the shareholders are making some money, when the shareholders could make even more money if the board of directors make certain shareprice-maximizing decisions?

I'm not saying I want SMI to be sold to highest bidder, future plans for continued building of good pianos be damned. I'm wondering what the limits are on corporate governance, and to what extent the board of directors must pursue and recommend the highest price for the shareholder in a buyout, and to what extent they can ultimately recommend a lower price but a better result for SMI as a piano-building business going forward.
The press release referred to "disinterested directors." I found it odd--it seems to me that a director by definition has the interests of the corporation at heart, and should not be objective. (Disinterested, of course, means objective and not uninterested, although it is misused all the time.)

As a general corporate matter, a lot of shareholders feel that the interests of the corporation and of the shareholders should presumptively be one and the same, which has of course produced some epic battles over the years.
I believe the 'disinterested' directors are Messina and Kim who both have submitted competing bids.
Originally Posted by Rank Piano Amateur
The press release referred to "disinterested directors." I found it odd--it seems to me that a director by definition has the interests of the corporation at heart, and should not be objective. (Disinterested, of course, means objective and not uninterested, although it is misused all the time.)

As a general corporate matter, a lot of shareholders feel that the interests of the corporation and of the shareholders should presumptively be one and the same, which has of course produced some epic battles over the years.


Here's the definition of the term from the Virginia Corporate Code; I disremember in which state Steinway is incorporated, but that is the state whose corporate law would govern the issue (and many others):

"Disinterested director" means a director who, at the time action is to be taken under § 13.1-871, 13.1-878, or 13.1-880, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the action, and if the action is to be taken under § 13.1-878 or 13.1-880, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (a) nomination or election of the director to the current board by any person, acting alone or participating with others, who is so interested in the matter or (b) service as a director of another corporation of which an interested person is also a director.
RPA, thanks for clarifying. I thought I'd scoured the press release for any occurrence of "disinterested director," but apparently I shall have to scour again.

Incidentally, I'm now wondering if "disinterested" is quite the right word I wanted for the shareholders; "uninterested" doesn't seem quite right either, and I am aware of the difference. Hmmm. Off to ponder words.
You guys still don't see the forest, only the trees.
Quote
You guys still don't see the forest, only the trees.


Actually that's nice.

Some see only $$$

Norbert smile
Originally Posted by Steve Cohen
You guys still don't see the forest, only the trees.


So what does the forest show?
Originally Posted by Norbert
Quote
You guys still don't see the forest, only the trees.


Actually that's nice.

Some see only $$$

Norbert smile


And speaking of money, are you sure this won't turn out like the Facebook IPO?
Originally Posted by laguna_greg
And speaking of money, are you sure this won't turn out like the Facebook IPO?

Say what? This isn't an IPO. 1996 is long gone.
Quote

Steinway shares are up nearly 70% in 2013, and shares have jumped 8.5% just today to $39.32, after posting a new intra-day high of $39.44. The 52-week low is $20.61. The jump past the new offer indicates that investors think a bidding war might be about to start.
Originally Posted by Steve Cohen
You guys still don't see the forest, only the trees.


Yeah. Sad, really.

Steve: please explain your somewhat Delphic and cryptic utterance. What are we missing? What is the forest? Is something bad going to happen? Mysterious hints are not the answer. . . if you know that something is going on that we are missing, please tell us!

I was just interviewed by WNYC for a business segment to be aired on Wednesday about the Steinway situation.

If I come off sounding good I'll post a link. If I sound like a fool please disregard this post. wink
Steve you crack me up. [jodi mode] Snort [/jodi mode]

Paulson hedge fund has teamed with Michael Sweeney, Steinway CEO, to make a rival offer. Google for articles. Still can't see the forest for the trees!
Buy,buy,buy.....

plus

trees,trees,trees,


Norbert cool
Originally Posted by Steve Cohen

I'm still holding out for (and predicting) a move by Chairman Kim by 8/14.

At a recent meeting he said, (tongue in cheek) when asked about the buyout, something like "let the games begin".
_________________________
Piano Industry Consultant-See my profile on Linkedin.com

Consultant & Contributing Editor - Acoustic & Digital Piano Buyer

Jasons Music Center
Maryland/DC/No. VA
Family Owned since 1937.

www.jasonsmusic.com
My postings, unless stated otherwise, are my personal opinions, not those of my clients.



Originally Posted by Steve Cohen
You guys still don't see the forest, only the trees.


WALTHAM, Mass., Aug. 12, 2013 /PRNewswire/Steinway Receives Superior Proposal of $38.00 Per Share
...an affiliate of an investment firm with over $15 billion under management. The definitive offer includes a fully negotiated merger agreement and the related financing commitments....

I'm not seeing forest, nor trees, but unless Mr. Kim is now an affiliate of an investment firm with over $15 billion under management, I'm not seeing Mr. Cohen's prediction nor the meaning of the title of this thread with the available information at this time either.
How big would be shock if the Ritmueller gang ends up buying company?

Of course unthinkable nonsense....

Norbert sick


http://phx.corporate-ir.net/phoenix.zhtml?c=76306&p=irol-sec
Yikes! John Paulson's hedge fund, according to the FT. He made a billion dollars shorting the housing market, and now has lost a billion dollars in the gold market collapse. He's gone from one of the great enhancers of investor value, to one of the great destroyers. Whatever his interest in Steinway is, it's probably not musical.
Steve,

Now that Kohlberg have withdrawn should we expect another bid or wait for Messrs Paulson and Sweeney make a killing?
Originally Posted by Withindale
Steve,

Now that Kohlberg have withdrawn should we expect another bid or wait for Messrs Paulson and Sweeney make a killing?


Only 34 hours to go....
Can the board still recommend the $35.00 Kohlberg proposal? Or are they required to recommend the higher $38.00 proposal from Paulson and Sweeney? Or whatever it is the board does with proposals... "recommend", "proceed with", etc.?
Originally Posted by PianoStudent88
Can the board still recommend the $35.00 Kohlberg proposal? Or are they required to recommend the higher $38.00 proposal? Or whatever it is the board does with proposals... "recommend", "proceed with", etc.?


It's moot now. That bidder has withdrawn (technically, it waived its right to bid again).
Right, I read the document and saw that waiver as the technical statement of what they've done. Part of what I was wondering is whether "waiving the right to bid again" means that they've actually taken the $35 bid off the table, or if the $35 bid is still on the table, if the board of directors can see a way to accept it. Or if once the $38 is on the table as a higher bid, that wipes out all previous bids and even if Kohlberg still wanted to be active at $35, they'd have to actually bid again at that price.

So it comes back to a question I've been trying to ask in various forms but never get an answer to: is the board of directors required to accept the highest offer? Or can they prefer, recommend, and proceed with a lower offer?

I've been reading a series of columns in Forbes about how defining the purpose of a publicly held corporation to be to deliver shareholder value, distorts the actions of companies and damages the economy.
Originally Posted by PianoStudent88
Right, I read the document and saw that waiver as the technical statement of what they've done. Part of what I was wondering is whether "waiving the right to bid again" means that they've actually taken the $35 bid off the table, or if the $35 bid is still on the table, if the board of directors can see a way to accept it. Or if once the $38 is on the table as a higher bid, that wipes out all previous bids and even if Kohlberg still wanted to be active at $35, they'd have to actually bid again at that price.

So it comes back to a question I've been trying to ask in various forms but never get an answer to: is the board of directors required to accept the highest offer? Or can they prefer, recommend, and proceed with a lower offer?

I've been reading a series of columns in Forbes about how defining the purpose of a publicly held corporation to be to deliver shareholder value, distorts the actions of companies and damages the economy.


I don't know if anyone could give you a bulletproof answer, but it would depend on what (if anything) has been said in the corporate law (including interpretations by the state's courts) in the state where the company is incorporated.

As a general principle, cases where corporate boards have recommended a substantially lower bid are quite rare and would be hard for a board to justify. Whether such action would be impossible (or nearly impossible) is a matter of that state's corporate law, and the answer may vary from state to state.
It really gets confusing, doesn't it?

"On August 13, 2013, Parent and Purchaser notified Steinway that they waived their right to negotiate with the Steinway Board with respect to the New Proposal and any other proposal at the same or higher price than the New Proposal.”

The way I read this is that Kolhberg has formally stated that they will not raise their $35.00/share offer. But, it doesn't seem to be conclusive if the bid is still on the table. Let's face it, there is a lot which is not publicized and only the SEC filings are available.

That does open the door for speculation!

Mssrs. Messina and Kim are already removed from the final vote. I would assume, but it is only an assumption, that this removes Mr. Sweeney from the voting, also.

The plot, and forest, thickens.
All the headlines & articles I'm seeing say that Kohlberg has dropped its bid, though the text of the articles say the same things as above such as
Quote
in a regulatory filing submitted on Tuesday, Kohlberg said it had “waived their right to negotiate with the Steinway board” over a higher bid.

Kohlberg’s decision not to raise its offer sets up Paulson to acquire the 160-year-old company.


http://www.ft.com/intl/cms/s/0/ca006f2a-0426-11e3-a8d6-00144feab7de.html
Thank you all for the replies about lower offers.
The board can accept a lower bid. They have to review the totality of the offers on hand. If Kohlberg were to submit an all-cash offer, that would generally be superior to a bid at a somewhat higher price that has some cash and a lot of debt. Unfortunately it is hard to tell here, because both bidders are hedge funds which want to put the least amount of cash into the company as possible and get out with a fat profit as quickly as possible.

A lot also depends on which bid the minority Korean owner supports. That's an awful lot of shares they control. They could also submit their own bid depending on the terms of the go-shop clause.

Yet another bid could emerge from a third party. There's not enough hidden value for a shark like Carl Icahn to be interested (he's busy enough trying to get his hands on Apple's $100+ billion cash sitting in offshore accounts). But there are plenty of opportunists in the hedge fund world.
Originally Posted by Norbert
Buy,buy,buy.....

plus

trees,trees,trees,


Norbert cool


Norbert Mon Chére et Vieux,

I'm still hiring the mourners. Nothing anybody has said, especially Steve, has convinced me that the pianos will do anything but suffer in quality.

By the way, I bought TSLA at 19, and NFLX at 68. Why would I be interested in this paltry increase?

http://finance.yahoo.com/news/paulson-co-acquire-steinway-musical-113000195.html

"Steinway has a 160-year history of manufacturing the highest quality pianos and musical instruments. The Company's proven business model and highly skilled employees provide a strong foundation on which to expand. We fully intend to maintain the superb quality of Steinway's musical instruments, which are the finest in the world."

$40/share.
The latest.....

http://phx.corporate-ir.net/phoenix...ewsArticle&ID=1847470&highlight=
Good timing for your interview! Business as usual without constraints?
This story from NPR this morning has it about right.

http://www.npr.org/blogs/therecord/...y-selling-itself-to-a-hedge-fund-manager
This is a description of Paulson and Co. from its website.

"About Paulson & Co.

"Paulson & Co., founded in 1994, is an investment management firm specializing in event-driven arbitrage strategies, including merger arbitrage, bankruptcy reorganizations and distressed credit, structured credit, recapitalizations, restructurings, and other corporate events. Our goals are capital preservation, above average returns over the long-term, and low correlation to the markets.

"The flexibility of having long and short event exposure across the capital structure enables us to attempt to optimize performance across market cycles. In addition to its hedge funds, Paulson & Co. manages real estate private equity funds which focus on various types of distressed real estate recovery opportunities.

"The firm operates as a partnership consisting of John Paulson and the other partners of the Firm. It is our core belief that this structure fosters a collaborative environment dedicated to long-term performance, as it ensures alignment between the partners and our investors.

"Paulson & Co. manages approximately $18 billion and employs approximately 120 employees in offices located in New York, London and Hong Kong. As an organization, Paulson & Co. relies on bottom-up fundamental research within corporate events and sectors where we have expertise, and encourages teamwork by incentivizing collaboration and idea sharing. All of our strategies are focused on compounding gains over the long-term."

I am not sure what it means. Can any of our corporate experts out there interpret?


The Other Shoe?

http://phx.corporate-ir.net/phoenix.zhtml?c=76306&p=irol-sec
I would take $1 per share less to see Steinway acquired by Samick rather than some Wall Street investment firm.
Originally Posted by Steve Cohen

The boot on the other foot?

From Samick's filing:

"In connection with the Proposal, Samick also engaged in discussions with representatives of the Issuer regarding the Proposal and the circumstances under which the Reporting Persons would agree to support a proposal at a higher price from another bidder, but no such agreements have been entered into.

The Reporting Persons [Samick Musical Instruments Co, Ltd.] may, from time to time and at any time, alone or in conjunction with others, make proposals to the Issuer, or seek to acquire additional shares of Common Stock and/or other equity, debt or other securities, notes or instruments (collectively, “Securities”) of the Issuer in the open market or otherwise, in each case in a manner consistent with the standstill provision set forth in the Subscription Agreement (as amended), and reserve the right to dispose of any or all of their Securities in the open market, through tender offers by other bidders or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities. The Reporting Persons reserve the right to not tender their shares of Common Stock pursuant to the Kohlberg tender offer or any alternative transaction, and to vote against any alternative transaction."
Does anyone know if Samick and Edelweiss are publically traded?
Originally Posted by Minnesota Marty
Does anyone know if Samick and Edelweiss are publically traded?


Samick


Thanks!

That would seem to negate "going private."
Originally Posted by Plowboy
I believe the 'disinterested' directors are Messina and Kim who both have submitted competing bids.

It would be the opposite. These two directors have an interest in the transaction. All other directors do not have a conflicting interest and are "disinterested" as such.
Hey, somebody sold too cheaply.

Didn't I say buy-buy -buy?

http://www.faz.net/aktuell/wirtscha...nds-manager-kauft-steinway-12532341.html

Norbert

From the linked article, a bit more information perhaps about how the Kohlberg offer came to be "off the table":
Quote
On August 13, 2013, Kohlberg & Company delivered notice to Steinway that it would not match the terms of the Paulson Merger Agreement. Subsequently, Steinway terminated its previously announced merger agreement with Kohlberg and will pay the firm a termination fee of approximately $6.7 million.

Not quite the scenario that "off the table" originally implied to me.

And from later in the article, here are some provisions for and requirements around accepting yet higher offers ( presumably this is similar to the kind of agreement that was in place with Kohlberg):
Quote
The Paulson Merger Agreement does not provide for a "go-shop" period, but the Company is permitted to respond to unsolicited offers in certain circumstances, and ultimately, to accept a Superior Proposal (as defined in the Paulson Merger Agreement) until the closing of the tender offer, subject to payment of a termination fee of approximately $13.4 million.


What happened to Steve Cohen's promised interview?
The interview was for background not on-air broadcast.

The latest volley:

http://phx.corporate-ir.net/phoenix.zhtml?c=76306&p=irol-sec
Steve: can you tell us about the trees we have all been missing? I had thought that you were going to reveal the trees in the interview. . . .I am curious!
I'm afraid I cannot post details.


I CAN say that I would much rather have seen Steinway & Sons in the hands of a committed piano professional. I see little upside (except for the $ gains to stockholders) in the pending sale to Paulson.

I'm still not sure the "fat lady has sung", but it is beginning to look that way.

http://phx.corporate-ir.net/phoenix.zhtml?c=76306&p=irol-sec
Just sold at $41.29 after reading that.

Within 10 years, Samick will have purchased the Steinway & Sons name from Paulson and be manufacturing them in Indonesia next to the Prambergers and Knabes.

The wolves have won again, America takes another slap in the face from Wall Street. At least Henry Z didn't live to see it.

Originally Posted by Plowboy
Just sold at $41.29 after reading that.

Within 10 years, Samick will have purchased the Steinway & Sons name from Paulson and be manufacturing them in Indonesia next to the Prambergers and Knabes.

The wolves have won again, America takes another slap in the face from Wall Street. At least Henry Z didn't live to see it.


That's my fear too, but I don't think the name is nearly as valuable if the country of manufacture changes, at least I hope not.
Originally Posted by Mr. Square

Originally Posted by Plowboy
Within 10 years, Samick will have purchased the Steinway & Sons name from Paulson and be manufacturing them in Indonesia next to the Prambergers and Knabes.

The wolves have won again, America takes another slap in the face from Wall Street. At least Henry Z didn't live to see it.


That's my fear too, but I don't think the name is nearly as valuable if the country of manufacture changes, at least I hope not.


Hope yet?

John A. Paulson, the hedge fund billionaire, already owns three Steinway & Sons pianos; the medium model M grand, the larger model O and the nearly seven-foot-long model B, together worth tens of thousands of dollars....

And while Paulson & Company owns stakes in companies, it has never before bought one outright. But Mr. Paulson said that the calculation was rather simple — he loves the pianos.


http://dealbook.nytimes.com/2013/08/14/paulson-agrees-to-buy-steinway-for-512-million/?src=dlbksb
Whoda thunk it?

Now, we need to start a search to find Mr. Paulson a piano teacher.
Who is Henry Z?
Henry Z. Steinway, the great grandson of the founder. He was the last family member associated with S&S.
If this holds together, it will be interesting to see who is the CEO, President, and the make-up of the board of directors.
Originally Posted by Withindale

Hope yet?

John A. Paulson, the hedge fund billionaire, already owns three Steinway & Sons pianos; the medium model M grand, the larger model O and the nearly seven-foot-long model B, together worth tens of thousands of dollars....

And while Paulson & Company owns stakes in companies, it has never before bought one outright. But Mr. Paulson said that the calculation was rather simple — he loves the pianos.


http://dealbook.nytimes.com/2013/08/14/paulson-agrees-to-buy-steinway-for-512-million/?src=dlbksb


Withindale, I hope your optimism proves correct.
Quote
Mr. Paulson vowed to keep the business largely as it is. He indicated that he had no plans to close, relocate or change any of Steinway’s manufacturing operations.

Instead, Mr. Paulson said his strategy centers on expanding Steinway’s reach around the world. He is also betting that the improving economy and strengthening housing market will help the sales of Steinway pianos, a luxury item that proved to be out of reach in recent years, even for its usual wealthier clientele.
I'm optimistic, also.
Originally Posted by Minnesota Marty
If this holds together, it will be interesting to see who is the CEO, President, and the make-up of the board of directors.


I would assume that Michael Sweeney the current CEO will remain. He apparently is part of the buyout by Paulson.
If Paulson just considers it a play toy, rather than a serious money maker, maybe things will work out.
Too bad that Jeff Bezos wasn't interested. Can you imagine the stunning articles in the Washington Post?
Originally Posted by Withindale


John A. Paulson, the hedge fund billionaire, already owns three Steinway & Sons pianos; the medium model M grand, the larger model O and the nearly seven-foot-long model B, together worth tens of thousands of dollars....

And while Paulson & Company owns stakes in companies, it has never before bought one outright. But Mr. Paulson said that the calculation was rather simple — he loves the pianos.


Aha, he bought the company so he could get a discount on a nine-foot-long model D!
Originally Posted by Withindale
Originally Posted by Mr. Square

Originally Posted by Plowboy
Within 10 years, Samick will have purchased the Steinway & Sons name from Paulson and be manufacturing them in Indonesia next to the Prambergers and Knabes.

The wolves have won again, America takes another slap in the face from Wall Street. At least Henry Z didn't live to see it.


That's my fear too, but I don't think the name is nearly as valuable if the country of manufacture changes, at least I hope not.


Hope yet?

John A. Paulson, the hedge fund billionaire, already owns three Steinway & Sons pianos; the medium model M grand, the larger model O and the nearly seven-foot-long model B, together worth tens of thousands of dollars....

And while Paulson & Company owns stakes in companies, it has never before bought one outright. But Mr. Paulson said that the calculation was rather simple — he loves the pianos.


http://dealbook.nytimes.com/2013/08/14/paulson-agrees-to-buy-steinway-for-512-million/?src=dlbksb


Not only that, but in the story he describes the real embedded value of the Steinway piano franchise to be the strength of its reputation as a top-quality piano. Those two things should be some comfort to all but the most conspiracy-smitten among us.
What's more the article also says:-

Today, Steinway has expanded beyond pianos to sell horns, clarinets, saxophones and drums. It so happens that that aspect of the business is right up Mr. Paulson’s alley.

Though Mr. Paulson is not a pianist, he played the drums, clarinet and saxophone when he was a teenager and into his 20s, eventually setting them aside when he could not keep up the necessary commitment.


The glove fits!
This might turn out right after all, Ian. I certainly hope so.
It is my understanding that the "other" parts of the Steinway corporation are actually larger than piano division. Many people don't know that.

While I truly hope the best for the future of the brand, I can only smile about the implied significance of the entrepreneur's musical dabbling as a high schooler and the conjectured connection between that and this business deal.
The Year to Date revenue for SMI is as follows:

Piano Operations - $102.2 million
Band Operations - $ 67.0 million
And from the Globe and Mail...

Piano Maker Steinway Goes Private in $512 Million dollar Deal


Piano maker Steinway goes private in $512-million deal Add to ...

Maria Ajit Thomas and Greg Roumeliotis

Reuters

Published Wednesday, Aug. 14 2013, 11:27 AM EDT


Steinway Musical Instruments Inc., best known for its grand pianos, agreed on Wednesday to be taken private by Paulson & Co. after the hedge fund firm raised its offer to $40 per share, valuing the 160-year old company at about $512-million (U.S.)

Steinway shares rose above the Paulson bid, touching a high of $41.60, suggesting some investors expect a higher offer.

The piano maker caters to the tastes of the rich and famous, a market known to be more resilient to economic shifts, said CJS Securities Inc analyst Arnold Ursaner.

“When you are dealing with any global luxury brand, the value is in the eye of the beholder. To me it’s no different than a work of art, it’s what someone is willing to pay for that unique asset. The piano business of Steinway has a great pedigree and is not easy to come by,” Ursaner said.

A leveraged buyout of Steinway represents an unusual private equity-style deal for hedge fund mogul John Paulson, who shot to fame in 2007 with a prescient bet against subprime mortgages and repeated his success in 2009 with a bet on gold.

“We will proudly support the company’s legacy as the premier global piano manufacturer, a reputation earned with an uncompromising commitment to quality appreciated by almost all of the world’s most demanding pianists,” Paulson said in a statement.

He added he does not plan to close, relocate or change any of the company’s manufacturing operations.

Steinway said Paulson & Co. raised its offer to $40 a share from $38 following a $39 bid by South Korea’s Samick Musical Instruments Co. Ltd.

Steinway said on Tuesday that private equity firm Kohlberg & Co, which agreed to a deal with Steinway in July for $35 per share, had waived its right to match or beat Paulson’s offer, which represents a premium of 31.4 per cent to Steinway’s share price prior to the Kohlberg offer.

Steinway said the deal with Paulson did not provide for a “go-shop” period during which the company could actively seek out competing bids. But Steinway is allowed to accept a superior offer until the closing of Paulson’s tender offer, within 25 days.

Steinway would have to pay a termination fee of about $13.4-million to Paulson if it accepted another offer. It will pay Kohlberg $6.7-million to terminate their agreement.

Steinway, whose pianos have been used by legendary artists such as Cole Porter and Sergei Rachmaninoff and by contemporary ones like Chinese concert pianist Lang Lang, is nearly one-third owned by Samick, according to Thomson Reuters data.

Founded in 1958, Samick already manufactures pianos in the United States and has a production capacity of more than a half million guitars per year through factories in South Korea, Indonesia, China and the United States, according to its website.

Steinway’s brands also include Bach Stradivarius trumpets, Selmer Paris saxophones, C.G. Conn French horns, Leblanc clarinets, King trombones and Ludwig drums.

Waltham, Massachusetts-based Steinway’s sales have been stagnating and it has struggled to keep production margins competitive. Sales rose just 2 per cent in 2012.

The company said in December it had decided not to sell itself after a 17-month-long review of strategic options.

Kohlberg made its offer six months later, valuing the company at about $438-million.

Steinway completed the sale of its leasehold interest in the Steinway Hall building on Manhattan’s 57th Street in June to a partnership led by JDS Development Group for $46.3-million.

Paulson is paying between 10 and 10.5 times Steinway’s current earnings before interest, tax, depreciation and amortization, Ursaner said.

Steinway said it expects the deal to close in late September.
Originally Posted by Steve Cohen
I was just interviewed by WNYC for a business segment to be aired on Wednesday about the Steinway situation.

If I come off sounding good I'll post a link. If I sound like a fool please disregard this post. wink


Originally Posted by Steve Cohen
The interview was for background not on-air broadcast.


That's different from what your first post suggested. Thanks for clarifying.

Can you provide a link for the on-air part that was aired without you?
Originally Posted by Supply
It is my understanding that the "other" parts of the Steinway corporation are actually larger than piano division. Many people don't know that.

Originally Posted by Minnesota Marty
The Year to Date revenue for SMI is as follows:
Piano Operations - $102.2 million
Band Operations - $ 67.0 million


Well, Marty, to be fair to Jurgen if we are talking about manufactured products we could knock of about $20 million from piano operations for Boston and Essex. About half of piano revenues come from the Americas. That puts Astoria pianos around $40 million, about 60% of band operations.

Lies, damned lies, and statistics.
Originally Posted by PianoStudent88
Originally Posted by Steve Cohen
I was just interviewed by WNYC for a business segment to be aired on Wednesday about the Steinway situation.

If I come off sounding good I'll post a link. If I sound like a fool please disregard this post. wink


Originally Posted by Steve Cohen
The interview was for background not on-air broadcast.


That's different from what your first post suggested. Thanks for clarifying.

Can you provide a link for the on-air part that was aired without you?


The recent interview on which I provided background is at http://www.npr.org/blogs/therecord/2013/...ge-fund-manager

The earlier article I was interviewed for (and quoted in) is at

http://www.wqxr.org/#!/blogs/wqxr-blog/2013/jul/02/explainer-what-steinway-sale-means-music-fans/.

A good summary of the situation can be found at http://www.musictrades.com/.
Hi Ian,

However, we are discussing the total sale of SMI. Why did you exclude Hamburg? Remember that Boston and Essex are sold in Europe and are a major source of income for "the piano division." Though Steve Cohen would argue, they are still a product of Steinway.

In a PM, Jurgen posed an interesting question about O.S. Kelly Foundry and Kluge Keyboards. It's anyone's guess where they fit in, but I would guess "piano" rather than "band." But, stranger things have happened in the corporate world.

(To offset the rebuttal, isn't an iPod a product of Apple?)
Originally Posted by Minnesota Marty
Hi Ian,

Remember that Boston and Essex are sold in Europe and are a major source of income for "the piano division." Though Steve Cohen would argue, they are still a product of Steinway.


(To offset the rebuttal, isn't an iPod a product of Apple?)


To be clear... while Steinway has designed some elements, and markets Boston and Essex, it is my position that that Boston and Essex are not "made by Steinway" nor should schools that buy Boston and/or Essex pianos claim to be "All Steinway Schools".
Posted By: Orz Re: As Predicted - Steinway's Other Shoe Falls - 08/15/13 10:38 PM
Originally Posted by Steve Cohen
Originally Posted by Minnesota Marty
Hi Ian,

Remember that Boston and Essex are sold in Europe and are a major source of income for "the piano division." Though Steve Cohen would argue, they are still a product of Steinway.


(To offset the rebuttal, isn't an iPod a product of Apple?)


To be clear... while Steinway has designed some elements, and markets Boston and Essex, it is my position that that Boston and Essex are not "made by Steinway" nor should schools that buy Boston and/or Essex pianos claim to be "All Steinway Schools".


iPhone/iPad/iPod are product of Foxconn...
lol j/k
Orz,

That was exactly my point. An iPod is a product of Apple and is manufactured by Foxconn and other foreign manufacturers.
Originally Posted by Steve Cohen
Originally Posted by Minnesota Marty
Hi Ian,

Remember that Boston and Essex are sold in Europe and are a major source of income for "the piano division." Though Steve Cohen would argue, they are still a product of Steinway.


(To offset the rebuttal, isn't an iPod a product of Apple?)


To be clear... while Steinway has designed some elements, and markets Boston and Essex, it is my position that that Boston and Essex are not "made by Steinway" nor should schools that buy Boston and/or Essex pianos claim to be "All Steinway Schools".


Steve,

I think you have been a little less forthcoming in this Saga than I think you should have, but with this statement I agree fully!

Jonathan
Like it or not, the Boston and Essex lines are part of SMI and part of the sale. I'm curious where the "made by Steinway" quote came from. It sure wasn't from S&S or SMI.

Yes Steve, we are well aware of your position on "All Steinway School" usage.
Originally Posted by Minnesota Marty
However, we are discussing the total sale of SMI. Why did you exclude Hamburg?

Marty

In rough round figures, my breakdown of your YTD sales revenues of $100m for the piano operations are $20m Boston & Essex (global), $40m NY Steinway (Americas), $40m Hamburg Steinway (Europe/Asia). You are right that $80m from Steinway pianos exceed $67m revenues from band instruments, but I was looking at the made in USA element. However the costs of sale of all Steinway pianos and band instrumenrs, representing the value of production, appear roughly comparable around $50m.

Jurgen

I guess Kohlberg saw some potential in the instrument brands and I imagine Mr Paulson will be keen explore that too, not least because he can play some of them.
Ian,

My YTD revenues? I didn't do any breakdown of NY vs. Hamburg vs. Boston vs. Essex. The figures I listed are from the SMI 2nd. quarter report and listed YTD.

Originally Posted by Minnesota Marty
The Year to Date revenue for SMI is as follows:

Piano Operations - $102.2 million
Band Operations - $ 67.0 million


Please remember that this is revenue, not profit.
Marty

Yes, I know. See edit in my post - it's getting late here.
Originally Posted by Steve Cohen
The recent interview on which I provided background is at http://www.npr.org/blogs/therecord/2013/...ge-fund-manager

The earlier article I was interviewed for (and quoted in) is at

http://www.wqxr.org/#!/blogs/wqxr-blog/2013/jul/02/explainer-what-steinway-sale-means-music-fans/.

A good summary of the situation can be found at http://www.musictrades.com/.

Thanks for the links, Steve.

This is interesting, from your musictrades link:
Quote
Kohlberg & Co. offered $35 per share for the company. In a subsequent 45-day “shopping period” Paulson was one of 64 buyers who evaluated the company’s financials

Quite a lot of interest in Steinway. I wonder if that's typical for a buyout offer though: lots of big investment managers coming by the lot and kicking the tires, in case a good deal shows up. Or maybe it's usually 100s of evaluators, and 64 is small.

Your first link got mangled, but I assume you meant this:
Why Steinway is Probably Selling Itself to a Hedge Fund Manager
The latest:
http://www.steinwaymusical.com/news.php
Quote
To the employees, dealers and partners of Steinway & Sons:
On behalf of Paulson & Co., I would like to introduce our firm and share our enthusiasm for our pending acquisition of Steinway
Musical Instruments. We are excited to participate in the
future of Steinway & Sons, re nowned for producing the finest
quality pianos in the world.
Paulson & Co. is an investment firm that manages approximately US$18 billion in assets and has offices in New York, London, and Hong Kong.

Our investment team has experience in a variety of industries, including several relevant to Steinway: media and entertainment,
consumer products, and retailing. We have succe ssfully invested in both public and private companies that have executed global growth strategies center ed around remarkable brands.
We are delighted to have the opportunity to invest in a
business with the tradition for excellence that Steinway enjoys. We will proudly support the company’s legacy as the premier global piano manufacturer, a reputation earned with an uncompromising commitment to quality appreciated by the world’s most demanding pianists. Personally, I am the owner of
three Steinway grand pianos ─ models M, O and B-
and intend to add a fourth, a model B incorporating a factory-installed player piano system.

We intend to champion each of the attributes that make Steinway a unique company: its highly trained and skilled employees, perfected manufacturing processes, unwavering commitment to
quality, revered global brand name, and dedication to partners,
customers, artists and music lovers.

Paulson does not plan to close, relocate, or change any
of the company’s manufacturing operations. We fully endorse management’s current strategy to grow in the company’s
traditional markets as well as underpenetrated markets in Asia, Eastern Europe and South America.

We look forward to a bright future as together we build upon the great legacy of Steinway & Sons.
Sincerely yours,
John Paulson
President
Paulson & Co. Inc
Posted By: AJB Re: As Predicted - Steinway's Other Shoe Falls - 08/16/13 04:14 AM
If Apple design it (In California), market it and sub contract or license the manufacture, it's an Apple product. With just a weeny bit of Samsung DNA ;-)

If Steinway design it, market it, put it in their owned or franchised dealerships, put their Designed by Steinway brand on it, and subcontract manufacture of it to pianocosomewhere, then its a Steinway product. Therefore "all Steinway" schools with some Essex and Boston Steinway sub-brands are indeed all Steinway, whether some dealer / consultant likes it or not.

Looking at the revenue numbers I am a little surprised how small Steinway group is:not even the beginning of a pimple on the US economy. Small beer for the serious players but very important to the aficionados. My own guess remains, especially with hedge fund ownership and the trader mentality that entails, that Steinway will get broken up, with band side sold off, Hamburg separated, maybe with a Frankfurt listing if they can scrape up enough scale (no pun intended), and the US piano rump falling to the highest bidder.
I changed my mind
Best wishes-
Originally Posted by AJB
If Apple design it (In California), market it and sub contract or license the manufacture, it's an Apple product. With just a weeny bit of Samsung DNA ;-)

If Steinway design it, market it, put it in their owned or franchised dealerships, put their Designed by Steinway brand on it, and subcontract manufacture of it to pianocosomewhere, then its a Steinway product. Therefore "all Steinway" schools with some Essex and Boston Steinway sub-brands are indeed all Steinway, whether some dealer / consultant likes it or not.

Looking at the revenue numbers I am a little surprised how small Steinway group is:not even the beginning of a pimple on the US economy. Small beer for the serious players but very important to the aficionados. My own guess remains, especially with hedge fund ownership and the trader mentality that entails, that Steinway will get broken up, with band side sold off, Hamburg separated, maybe with a Frankfurt listing if they can scrape up enough scale (no pun intended), and the US piano rump falling to the highest bidder.

Splitting Hamburg off would make no sense whatsoever and destroy a great deal of brand value.
Posted By: AJB Re: As Predicted - Steinway's Other Shoe Falls - 08/16/13 06:14 PM
Depends...Keep Hamburg as a European manufacturer. Sell NY to the Chinese to feed a large market. Sell off te band instruments. Break ups often maximise short term returns.
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