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Wednesday, Dec 6, 2023

Stockholder Rights Plans Adopted

The Ryland Group Inc. and BreitBurn Energy Partners L.P. said their boards this week approved stockholder rights plans designed to discourage hostile takeover attempts.

Ryland, a Calabasas-based homebuilder, and BreitBurn, a Los Angeles-based independent oil and gas developer, have seen their share prices decline significantly since the beginning of the year. Ryland shares, which closed at $16.85 Tuesday, are down 35 percent. BreitBurn’s, which closed at $5.75, are down 78 percent.

Stockholder rights plans make it difficult for shareholders pursuing a takeover without board permission to attain a large enough stake in the company. The plans generally trigger stock distributions that dilute holdings.

Ryland’s plan, which runs through 2018, would be triggered if any person or group from this point forward acquires 4.9 percent or more of the outstanding shares without the approval of the board.

BreitBurn, which is structured as a limited partnership with ownership units instead of common stock, said its three-year plan would be triggered if a person or group from this point forward acquires beneficial ownership of 20 percent or more units, or launches a tender offer that could result in ownership of 20 percent or more units.

“The adoption of the rights plan is intended to give the BreitBurn board of directors adequate time to respond to any potential unfriendly actions that the current depressed market conditions might encourage,” said Co-Chief Executive Hal Washburn in a statement. “The adoption of similar rights plans has been common practice and is an accepted approach to ensuring that all investors are treated equally.”

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