In a filing with the Securities & Exchange Commission Monday morning, Barnes & Noble's chairman, founder and largest shareholder, Len Riggio, said he has notified the company board that he plans to make an offer to acquire B&N’s retail trade stores. The retail segment includes all bricks-and-mortar stores, barnesandnoble.com, and Sterling Publishing. It excludes the Nook Media group which houses the Nook digital devices and Nook bookstore as well as the college stores.
Riggio’s proposal comes after B&N announced in January that sales of its digital devices were below expectations for the holidays and that its loss would be even with that of the last year after it had originally predicted a smaller loss. While the Nook segment will continue to lose money, the retail stores have remained profitable.
The B&N board has been evaluating its options for Nook Media and the retail stores ever since Microsoft made a $600 million investment in B&N that led to the creation of Nook Media with the prospect that Riggio would take the retail stores private considered one of the likely scenarios.
B&N said Riggio’s proposal will be evaluated by a committee made up of three independent directors David G. Golden, David A. Wilson and Patricia L. Higgins, who is chair of the strategic committee. B&N’s stock was up in morning trading and was selling at about $14.77 per share. No details of Riggio’s offer have been yet released and it was unclear if his offer would be higher than the current share price which also factors in the Nook and college segments.
For the first six months of fiscal 2013, revenue at the retail stores was $2.11 billion and EBTDA was $103 million. Sales in the college store unit were $994 million with EBITDA of $73 million, while the Nook segment had sales of $352 million and an EBITDA loss of $108 million). B&N will report third quarter results Thursday.