Yesterday, I noticed that Borders (NYSE:BGP) announced a decision to re-evaluate a $250 million convertible-notes offering to fund debt reduction. I didn't think much of it. But then my "ho-hum" turned into a "What the ...?" moment, when I realized that Borders had just announced the offering the night before. Something serious must have gone down between about 6:00 Tuesday night and 8:45 Wednesday morning.
Digging a little deeper, I found that Borders said it was doing the re-evaluation and considering other financing options because of "shareholder feedback." Things get even more interesting when you consider that major Borders shareholder Pershing Capital Management -- which also owns a stake in Barnes & Noble (NYSE:BKS) -- is the same high-profile activist shareholder that has agitated for change at McDonald's (NYSE:MCD) and Wendy's (NYSE:WEN).
Bloomberg News also noticed Borders' swift about-face. It reported that Borders said "several" investors provided feedback on the issue. When Bloomberg spoke to Dreman Capital Management, which owns 12.9% of Borders stock and is the company's largest shareholder, Dreman didn't own up to being a source of the "feedback." But it did theorize that some shareholders may be holding out for a leveraged buyout of Borders. And if a buyout were in the cards, paying down debt wouldn't be a priority.
There's also the possibility that shareholders are taking issue with the dilutive effects of such a move, although Borders said in its Form S-3 that a related convertible-note hedge transaction would help mitigate the dilutive effects of an offering. Of course, using debt to pay down debt and hedging to mitigate dilution sounds like some odd financial engineering to some of us.
Borders' mysterious behavior -- not to mention the mysterious shareholder critics -- makes for an interesting read, although instead of a "whodunnit?" we have something more like a "who called?" situation. Having a corporation make such a big change of heart within a 15-hour timeframe, literally overnight, and particularly by shareholders, can certainly ignite the imagination. I'm not any more bullish on Borders than I was when it reported its last quarter, but given that there appear to be serious shareholder pressures churning about, it seems we may be in the middle of a very intriguing chapter for the bookseller.
Bury your nose in these articles on the booksellers:
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Alyce Lomax does not own shares of any of the companies mentioned.
