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Barnes & Noble founder wants to buy retail side

| Tuesday, Feb. 26, 2013, 12:01 a.m.

NEW YORK — The last remaining national bookstore chain is being taken off the shelf and dusted off for sale.

Barnes & Noble's founder Leonard Riggio disclosed in a regulatory filing Monday that he wants to acquire the company's stores and website, but not the business that makes the Nook e-reader or the company's college bookstores. No price was disclosed.

It's the latest attempt by a company founder to take back control of all or part of a company he started. Best Buy co-founder Richard Schulze is considering a bid for the electronics retailer, and Michael Dell earlier this month announced a $24.4 billion deal to take the namesake computer company he founded private.

The deals are a way for executives to exert more control over companies without the need to run everything by shareholders. In all of these cases, the founders have devoted decades to the businesses, and the companies are struggling to survive in a changing retail landscape.

“When you've got control outside public eye or public market, you can invest and translate your strategy at your own pace,” said Peter Wahlstrom, analyst at Morningstar. “It's him believing he can run it better by himself without the distraction of the digital side. He believes the brand has value that's not being recognized by investors.”

Barnes & Noble, based in New York, has been struggling to find its place as more readers have shifted to electronic books and competition has grown from discount stores and online competitors. The company, which has 689 bookstores in 50 states and 674 college bookstores, has been trying to avoid the fate of its former rival Borders Group, which did not adapt to the growing threat of the Internet and e-books and went out of business in 2011.

Technically, Riggio, who is chairman of the chain, didn't found the original Barnes & Noble store in New York when it opened in 1917. But he bought the store and brand name in the 1970s. Under his leadership, Barnes & Noble became a one of the pioneers of the “big box” format in which national chains would set up large stores that offer a wide selection of merchandise under one roof.

The company also pioneered bookselling in general. In 1975, it began offering 40 percent off New York Times best sellers, which was then unheard of in the bookselling business.

Throughout the 1980s, the company expanded through acquisitions. It bought B Dalton Bookseller in 1987 and BookStop in 1989. Then it went public in 1993.

and established its website in 1997.

But the company was hurt by Internet retailers such as Amazon and discounters such as Wal-Mart and Costco expanding their book selections. Barnes & Noble has been proactive, investing heavily in its Nook e-book readers and a digital library. It struck a deal with Microsoft last April to begin a Nook subsidiary. But the Nook faces competition from other devices such as Apple's iPad Mini, Amazon's Kindle and Google's Nexus tablet.

And the unit is far from profitable. Earlier this month, the company said it expects Nook media revenue of less than $3 billion in fiscal 2013. It also anticipates a loss for the unit before interest, taxes, depreciation and amortization to exceed the $262 million loss recorded in its 2012 fiscal year.

This follows a report from the retailer in January that its Nook unit revenue fell 12.6 percent to $311 million during the critical holiday period. Overall sales during the holiday period fell 10.9 percent at bookstores and online compared with a year ago. Barnes & Noble is scheduled to report third-quarter results Thursday.

Barnes & Noble bookstores, though, have been profitable even though they're facing falling sales. The company has broadened its offerings in stores and sells more high-margin games, educational toys and other non-book items to improve results.

In the fiscal quarter ended Oct. 27, earnings before interest, taxes, depreciation and amortization in the retail segment — which includes the stores and the website that Riggio wants to buy — doubled to $28 million, helped by selling higher-margin products. Revenue from that segment fell 3 percent to $996 million. Overall, the company's net income totaled $2.2 million, up from a prior-year loss of $6.6 million. Revenue was nearly flat at $1.88 billion.

Monday's filing with the Securities and Exchange Commission said that Riggio, who is Barnes & Noble's largest shareholder with nearly 30 percent of the company's shares, will seek to negotiate a price with the company's board and pay for the deal with cash and debt. Riggio is making the offer in order to facilitate the company's review of its strategic options for separating its Nook business, according to the filing.

Barnes & Noble said the offer will be considered by a committee of three independent directors. But there is no timetable for the process.

Morningstar's Wahlstrom said the deal makes sense, considering the retail side of the business has been overshadowed by investments needed for the Nook business. He added that the move by Riggio was not unexpected: His large stake in the company — and history with it — would likely make finding extra financing the company needs easier.

“Riggio feels like he can run it better than just about anyone else, and with four decades of operating history, there's not much reason to believe that he can't,” he said.

On the news, Barnes & Noble shares rose $1.55, or about 11.5 percent, to close at $15.06. Its shares have traded in a 52-week range of $10.45 in mid-April to $26 later that same month.

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