Deconstructing Baltimore City’s “Offer” to Senator owner Tom Kiefaber

A few days ago, I asked Senator owner Tom Kiefaber if he would provide a copy of the “offer” letter (PDF) sent to him on January 26th by Andrew Frank, which our Deputy Mayor also simultaneously forwarded to The Messenger and the Sun directly from City Hall.

Astrogirl is not on City Hall's media recipient list, so I had to seek a copy of the letter from Tom, who first balked at the request. When I reasoned that City Hall had already released it to the media, he agreed to send me a copy.

After a few reminders, it showed up in my inbox, but without the comments that I expected would accompany it. That was a telling surprise. No comments from Tom Kiefaber about this strange and convoluted public "offer" from the Mayor's office? Is this the same Tom Kiefaber who in the past would always be ready to give the media and anyone else an insightful mega-dose of more than they really wanted to know?

In my opinion, Andrew Frank's letter is a revealing document that's purposely vague and legally unenforceable. It's a misleading ploy by our Deputy Mayor, acting on behalf of the city, to attempt to fool the public into thinking that City Hall will come to the rescue, while the clock runs down toward a foreclosure auction sale of The Senator. It's also clear as a bell to me and others that it was composed to trigger a diversionary media response, in order to undermine Tom Kiefaber's credibility and support. It was never intended to be a bona-fide offer.

The local media is also complicit by neglecting to sort out and investigate the specifics of this supposed "offer." Instead, they took the lazy rubber stamp slacker approach to the news and quickly turned the whole silly affair into some "will he or won't he accept the nebulous offer" nonsense. The media received the letter from City Hall at the same time as Kiefaber, and they immediately started hounding him like a pack of jackals, hungry for a conflict to exploit. Even Kiefaber's friends and supporters in the media inadvertently hung him out to dry, because they didn't do their homework and still don't understand the duplicitous motives of the key players.

Despite the contradictory, undefined nature of this written "offer," Kiefaber seemed to be compelled by the situation to quickly accept. He publicly called for the process to proceed, a process that virtually guarantees the loss of ownership of his beloved Senator Theatre, which he knows in and out better than anyone. It's surreal to see this play out in ways that don't add up.

Checking the press articles and TV reports turns up a number of conflicting versions of the deal and misinformed speculation that “Tom hasn’t accepted the offer,” putting the blame for the lack of a resolution on him. Keep in mind also that Tom’s family house hangs in the balance. It's pledged as collateral on The Senator’s commercial mortgage. He's probably still being forced to play along with the city’s ruse, in the increasingly far-fetched hope that if the offer was finalized, it would prevent the auction of his home. It’s reasonable to assume that he's being compelled to keep silent about what is actually happening behind the scenes, for fear of losing his home.

Let’s deconstruct the First Deputy Mayor's letter (PDF):

Dear Tom,

For reasons that you and others have articulated well, the Mayor agrees that we should make every effort to secure the future of The Senator Theater for generations to come. We commend you for your tireless efforts to preserve this Baltimore icon and applaud your willingness to support the creation of a non-profit corporation to own and manage The Senator Theater.

Translation: We’re going to butter you up so you’ll be more tender to carve when we bring out the knife. We’re also taking credit for your concerted efforts in past years to transition The Senator to non-profit ownership, but we applaud your willingness to go along with your, I mean “our” idea.

We understand that a small steering committee with expertise in non-profit management, film, theater management, and fundraising has agreed to study the feasibility of establishing such a non-profit, building on the considerable work that has already been completed. As an optimist, I am anticipating that the group will conclude that a non-profit is feasible under certain conditions, including a reduced debt burden.

Translation: We are taking all control of The Senator and its commercial development future out of your hands. We are relating that a secretive steering committee is competent to make this critical decision. (Bill Henry will later acknowledge it does not include anyone with any experience running a theater.) We’re hoping to obscure the fact that the steering committee is a shield and buffer, while we proceed to sort out an optimal method to help ensure the desired outcome of a foreclosure auction. This remains our favored way of reducing the theatre's debt burden, by shifting over most of it to be ultimately satisfied by the sale of your family home.

To that end, the City of Baltimore has been in discussions with First Mariner Bank to purchase the portion of The Senator Theater debt, $320,000, which is not secured by the City’s $600,000 loan guaranty. Under the conditions described below and subject to the approval of the Board of Estimates, the City would hold this portion of the debt as a non-amortizing soft second mortgage. The conditions are as follows:

Translation: We’re providing some broad-stroke numbers for the Sun and the copycat media to oversimplify, so they can lull the public into complacency. We’re building in a lot of excuses to wrangle ourselves out of this “deal,” as the theatre goes to auction.

· The steering committee concludes that The Senator Theater can be operated as self supporting non-profit corporation capable of raising sufficient revenue (through ticket sales and contributions from corporations, foundations and individuals) to cover debt and expenses.

Translation: We formed this steering committee to be able to say the recommendation is theirs, once we all determine just how this land grab and heart and soul-ectomy will come down.

· The Senator Theater would be deeded to the non-profit corporation before the City purchases the aforementioned portion of the debt.

Translation: In the event we find that allowing the creation of a non-profit is politically unavoidable due to public pressure, we’re going to make you sign over full control of the Senator Theatre building and your additional collateral real estate, before the ultimate ownership entity of your wonderful landmark theatre building is determined.

· First Mariner Bank agrees to release from its collateral the property at xxxxx xxxxx xxxxx [Tom’s home address removed for privacy reasons].

Translation: We’re trying to make you think you should play along, thinking that you might not lose your home. Remember, we said IF all these conditions are met. Fat chance of that happening, and now we are already backing off with Bill Henry out and around shilling for that probable outcome.

· 501 Orkney Road remains as collateral on the property.

Translation: Your house on Orkney Road is a residential property adjacent to commercially zoned parcels. We therefore want control over it and we want whatever equity may be there as well.

· The Maryland Department of Housing and Community Development agrees to waive its claim to the theater and xxxxx xxxxx xxxxx [Tom’s home address].

Translation: We worked on this sentence and its double meaning. It sounds as if the State is on board with this offer, but we cannot make decisions for the State.

We understand not all of these conditions are in your control; however, the most critical condition is your willingness to transfer control of the property to the new non-profit entity. Please let me know if you are interested in pursuing this strategy.

Translation: You can’t do a thing about whether or not all of these many conditions are met, but we can make sure some of them are not met. All in all, we're going to put it to you, Mr. Kiefaber, take your wonderful theatre from you as cheaply as possible, and leave you personally with most of the debt. Also, the way we will discredit and defame you, you won’t be able to gather enough support to do anything about it after the fact.

Sincerely,

Andrew B. Frank
First Deputy Mayor