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Fortune Industries abandons sale to skilled-nursing operator

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Indianapolis-based Fortune Industries Inc. plans to remain a professional employer organization after a proposed sale of the company fell through.

According to a Jan. 3 public filing, Fortune Industries terminated its purchase agreement with skilled-nursing operator Ide Management Group LLC of Greenfield.

Fortune Industries had planned to exit the PEO business in favor of becoming a skilled-nursing operator following the death of its founder, Carter Fortune, in late August.

Under the unusual proposal, Fortune Industries would have remained a public company and abandoned its previous plan to be taken private.

The restructuring hinged on shareholder approval of a merger agreement with Ide that would have given Ide Management CEO Mark Ide shares in Fortune Industries. Founded by Ide in 1997, IMG owns or manages 20 skilled-nursing facilities in Indiana, Illinois, Iowa and Wisconsin.

The filing didn’t provide a reason as to why negotiations broke down. Fortune Industries’ lawyer said an agreement simply couldn’t be reached.

Fortune Industries now plans to pursue a sale to CEP Inc., a holding company led by Fortune Industries CEO Tena Mayberry and Chief Financial Officer Randy Butler, which it had considered before the Ide proposal.

The planned management-led buyout, which would have resulted in the business going private, valued the company at $30.5 million. If the sale is completed, the company will follow the original plan and go private.

Mayberry and Butler plan to acquire company shares from Carter Fortune’s estate and use them to buy out Fortune Industries’ PEO subsidiaries, which would operate within CEP.

CEP would be privately held and based in Nashville, Tenn. Both Mayberry and Butler would no longer be a part of Fortune Industries.

Shares of the thinly traded company traded at 18 cents each Friday morning.

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  1. Cramer agrees...says don't buy it and sell it if you own it! Their "pay to play" cost is this issue. As long as they charge customers, they never will attain the critical mass needed to be a successful on company...Jim Cramer quote.

  2. My responses to some of the comments would include the following: 1. Our offer which included the forgiveness of debt (this is an immediate forgiveness and is not "spread over many years")represents debt that due to a reduction of interest rates in the economy arguably represents consideration together with the cash component of our offer that exceeds the $2.1 million apparently offered by another party. 2. The previous $2.1 million cash offer that was turned down by the CRC would have netted the CRC substantially less than $2.1 million. As a result even in hindsight the CRC was wise in turning down that offer. 3. With regard to "concerned Carmelite's" discussion of the previous financing Pedcor gave up $16.5 million in City debt in addition to the conveyance of the garage (appraised at $13 million)in exchange for the $22.5 million cash and debt obligations. The local media never discussed the $16.5 million in debt that we gave up which would show that we gave $29.5 million in value for the $23.5 million. 4.Pedcor would have been much happier if Brian was still operating his Deli and only made this offer as we believe that we can redevelop the building into something that will be better for the City and City Center where both Pedcor the citizens of Carmel have a large investment. Bruce Cordingley, President, Pedcor

  3. I've been looking for news on Corner Bakery, too, but there doesn't seem to be any info out there. I prefer them over Panera and Paradise so can't wait to see where they'll be!

  4. WGN actually is two channels: 1. WGN Chicago, seen only in Chicago (and parts of Canada) - this station is one of the flagship CW affiliates. 2. WGN America - a nationwide cable channel that doesn't carry any CW programming, and doesn't have local affiliates. (In addition, as WGN is owned by Tribune, just like WTTV, WTTK, and WXIN, I can't imagine they would do anything to help WISH.) In Indianapolis, CW programming is already seen on WTTV 4 and WTTK 29, and when CBS takes over those stations' main channels, the CW will move to a sub channel, such as 4.2 or 4.3 and 29.2 or 29.3. TBS is only a cable channel these days and does not affiliate with local stations. WISH could move the MyNetwork affiliation from WNDY 23 to WISH 8, but I am beginning to think they may prefer to put together their own lineup of syndicated programming instead. While much of it would be "reruns" from broadcast or cable, that's pretty much what the MyNetwork does these days anyway. So since WISH has the choice, they may want to customize their lineup by choosing programs that they feel will garner better ratings in this market.

  5. The Pedcor debt is from the CRC paying ~$23M for the Pedcor's parking garage at City Center that is apprased at $13M. Why did we pay over the top money for a private businesses parking? What did we get out of it? Pedcor got free parking for their apartment and business tenants. Pedcor now gets another building for free that taxpayers have ~$3M tied up in. This is NOT a win win for taxpayers. It is just a win for Pedcor who contributes heavily to the Friends of Jim Brainard. The campaign reports are on the Hamilton County website. http://www2.hamiltoncounty.in.gov/publicdocs/Campaign%20Finance%20Images/defaultfiles.asp?ARG1=Campaign Finance Images&ARG2=/Brainard, Jim

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