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Las Vegas Business Press
Wednesday, August 20, 2008
Investor, educate thyself!

By David McKee
June 22, 2006

It looks as though the sale of Riviera Holdings to a development consortium led by Barry Sternlicht, Neil Bluhm, Brett Torino, et cie is a lead-pipe cinch to go through. The hopes of dissident shareholders may have been buoyed when Riviera stock traded at $21 and change for several weeks this spring. In other words, the Street's collective wisdom was that the $17/share accepted by Riviera's board was chump change.

But no white knight has appeared, bearing a rival offer, and RIV is trending downward. Also, will the Riviera board go against CEO William Westerman, after he sandbagged them with a surprise selloff of his RIV stock? (Westerman must have a well-developed sense of irony, as his sucker-punch sale was revealed to the board on Pearl Harbor Day.)

Although Riviera was able to negotiate an additional, face-saving $2 per share from Sternlicht & Co., Westerman put them in a difficult position: While he's implicitly made the statement that Riviera isn't worth more than $15/share, do board members dare go against the CEO and publicly rebuke him by rejecting the Sternlicht deal?

By liquidating his own position in the company to Sternlicht/Torino/Bluhm, etc., Westerman has effectively forced Riviera's board to take the deal, by way of his public vote of "no confidence" in his own company. (In yet another irony, Riviera just posted a rare profitable quarter.)

A few institutional investors have made noises about blocking the sale but it's an open question whether they can cobble together the 40% needed to thwart Westerman. And while some are keeping a close eye on RIV, others aren't exactly helping their case. Certain investors aren't even sure where the Las Vegas Riviera is. With opponents like that, Westerman scarcely needs allies.





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