Aug 15 – Aug 22, 2010 Edition Barnes & Noble Proxy Fight Looms, Store Closings Possible

NEW YORK, NY/AUTHORLINK NEWS/August 16, 2010–Billionaire Ron Burkle’s has begin mounting a proxy fight for control over Barnes & Noble bookstore chain after Judge Leo E. Strine Jr. last week upheld the bookseller’s poison pill provision, thus blocking purchase of a large share of B&N stock by Burkle’s Yucaipa Companies.

Meanwhile, a NASDAQ report from Realpoint, a Girsgan PA-based stock rating agency, said the bookseller could close 10-to 15% of its stores as it reevaluates its business model. “We are primarily concerned with 119 properties [in commercial mortgage-backed securities deals where] occupancy would decline to less than 80% if Barnes & Noble closed [or] vacated,” said Frank Innaurato , a managing director at Realpoint.

Such a drop could cause other tenants to exercise co-tenancy clauses, protecting them from a decline in traffic at the expense of the landlord. The bookseller is a direct tenant in about $5 billion of properties included in CMBS deals but the overall exposure to the chain is much larger, at about $11.3 billion in 132 transactions. It operates 720 stores. While these locations saw a 3.1% decline in same-store sales in the fourth quarter of fiscal 2010, its online business saw a jump of 51% during the same time.

Judge Strine said in the court ruling that the large acquisition of B&N stock by Burkle’s Yucaipa Companies could be viewed as an attempt by the investor to gain control of the company without having to pay a premium to stockholders. The ruling came only a few hours after settlement talks between Burkle and B&N failed.

Yucaipa quickly announced the firm would nominate three candidates to run for the B&N board in opposition to the board’s late that includes B&N founder and chairman Len Riggio.

Burkle publicly believes that Riggio’s control of the company and the board’s failure to act independently of the Riggio family’s agenda is a major reason the stock price is undervalued.

Yucaipa’s slate of nominees includes Burkle, Stephen F. Bollenbach, non-executive chairman of KB Home and member of the board of Time Warner Inc. and Macy’s, Inc.; and Michael S. McQuary, CEO of Wheego Electric Cars, Inc., and a Partner in Ellis, McQuary, Stanley & Associates, an Atlanta-based consulting and investment firm.

A B&N spokesperson praised the court’s ruling as protecting shareholders from Yucaipa’s attempt to gain control of the company without paying an appropriate price.

Barnes & Noble’s shareholder meeting is set to take place September 28.