It’s a governance failure that might have been prevented in a one-vote, one-share ownership scenario
Executives owning a lot of stock in the company? Good! Company lending money to said executives to buy that stock? Not good. Company making the loan, then forgiving it? The worst.Graham Rosenberg, an accountant with a history of “consolidation-based strategies,” as his company bio says, started the company in 2011 to buy up Canadian dental practices.
By the time of the 2021 IPO, according to the disclosures, there were three top executives who still owed the company for their shares. Then-president Guy Amini and chief financial officer Nate Tchaplia owned about 1.25 million shares apiece and each owed $12.8-million to Dentalcorp. And Mr. Rosenberg, who owned 8.11 million shares, owed $52.3-million to the company.
That’s largely an academic discussion, because there doesn’t seem to be much chance Dentalcorp will hit that target. After advancing to a high of $18.68 in November, 2021, the shares sunk as interest rates rose. A year later, in November, 2022, Dentalcorp traded as low as $5.65. Today the shares are sitting at $7.99.
The preferred shares came with a redemption feature with which the executives’ companies could essentially cancel them and Dentalcorp would receive “nominal consideration.” Mr. Rosenberg did not participate in this restructuring, but he now has his turn. The company announced in June that the CEO will soon engage in a similar, but even more complicated, loans-for-preferred-shares transaction.
But frankly, Mr. Rosenberg never should have had multiple-voting rights in the first place. There’s nothing so extraordinary about the Dentalcorp roll-up business plan that his “founder’s vision” needed to be protected from the short-term vagaries of the market. Indeed, investors’ current verdict on the value of Dentalcorp seems quite appropriate.
Company Dentalcorp Share Stock Forgiveness Cent Shares Loan Toronto Stock Exchange IPO Dentalcorp
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