Books-A-Million, a.k.a. BAM!, owner of what’s claimed to be “the second largest U.S. bookstore chain,” has announced that it’s gone private. And this move by Barnes & Noble’s chief U.S. retail bookstore competitor is bound to fuel speculation about what B&N’s next move will be after BAM!’s big bang.
In its official release, Books-A-Million announces “the completion of its acquisition by Clyde B. Anderson, executive chairman of the Company, certain family members and related parties of Mr. Anderson and senior management.” The privatization terms give stockholders outside the purchasing group a $3.25 per share cash payout. ” As a result of the transaction, the Company’s common stock will cease to trade on the NASDAQ Global Select Market prior to the opening of the market on December 10th and will be delisted.” Apparently, around 89 percent of all shareholders voted to approve the transaction, which had a total reported value of around $21 million.
Clyde B. Anderson said in the announcement: “I am pleased that the majority of the minority shareholders voted in favor of the go-private merger proposal. The 93% premium to the stock price prior to announcing the merger in January represents a fair value for shareholders. Also, I am excited to lead the company into the next phase of its history. The transaction returns the company to private ownership in a way that allows us to focus on our customers, suppliers, employees, and the communities we serve.”
According to its own materials, the company “presently operates 257 stores in 32 states,” as well as selling books online via www.booksamillion.com. Some commentators on Seeking Alpha and elsewhere argued that the privatization bid, the Anderson family’s second concerted privatization push since 2012, undervalued its assets and business prospects. The buyers, however, cited Glass Lewis’s recommendation of the deal, without however enlarging on the company’s business prospects. Recent reports indicate a pattern of sustained losses, albeit with some uplift in sales.
Books-A-Million did make it into 24/7 Wall Street‘s 2014 list of “America’s Worst Companies to Work For,” although it managed to escape the 2015 list. “Like many retailers with unhappy employees, Books-A-Million institutes commission-based pay structures,” ran the citation. “One employee wrote, ‘to[o] much stress for the pay, very low pay, low chance of promotion, hours are based on magazine and discount card sales. Even if you’re normally good, if you have a bad week you get cut.’ Just 14% of employees said they would recommend this company to a friend. Books-A-Million’s culture and value were rated just 1.8, the lowest among companies reviewed. CEO Terry Finley is also not popular, with just 22% thinking he is doing a good job.”
Privatization deals often are talked up as opportunities for management and any new investors to turn the company round and make needed improvements, without the distractions of quarterly earnings reports and other listed-status handicaps. If those comments above are real reflections of the state of play at BAM!, improvements may not be hard to come by. Are the Andersons ready to make them? According to the announcement, “Terrance G. Finley will continue to serve as Chief Executive Officer and President,” which suggests that there may be all too much continuity after the deal.
Could similarly bold moves be in the pipe for B&N? America’s Number One bookstore may have seen a stock plunge recently off poor numbers, but analysis points to the Nook platform as the chief culprit, with retail book sales otherwise not too disappointing. TheStreet retains a “Hold” rating on B&N. Investment bankers and stock hypers may hope for a B&N privatization, but perhaps an aggressive move on BAM! might make more sense. U.S. retail bookstore consolidation? Expansion for B&N? A big payday for retiring Andersons? Could it happen? That’d certainly be a big BAM!