Kohler is one of the largest and oldest privately held companies in America. It started by manufacturing plumbing fixtures, famously inventing the first modern bathtub, and soon after began manufacturing small engines and generators. Today the company is also in the furniture and luxury resort business. Most of the company’s shares are held by members of the Kohler family, however 4% of the outstanding stock is owned by outsiders. Herbert Kohler Jr., the CEO and Chairman of Kohler, would like to do what he can to keep Kohler stock within the Kohler family and its interests.
This led to the 1998 recapitalization. In this restructuring of equity, family members and permitted transferees (Kohler Trusts, Kohler Foundations, ect.) were given the option to exchange their stock for several different classes of stock, such as common stock, non voting stock, Series A and Series B. The shareholders not classified as a permitted transferee would either have to sell their shares for what an independent firm determines fair market value, or dissent and allow fair market value to be determined by a legal proceeding. The fair market price offered by Kohler in 1998 was $55,400.
Kohler’s stock recently fetched between $100,000 to $135,000 and the two largest outside shareholders recently bought a combined 93 shares right around $100,000. So Gen, a mutual fund and largest outside shareholder, believed market value per share could be $400,000. Because of this discrepancy in price; outside shareholders decided to file suit against Kohler claiming the price of $55,400 undervalued the stock and was not fair market value.
It is now April 2000 and Herbert Kohler Jr. must decide whether to settle with the plaintiffs or go to trail in 2 days. It was very possible that the court would determine fair market value to be much higher than price offered. Herbert also must consider that the IRS will use a court determined share price to determine the tax liability...
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