Tuesday, September 28, 2010

Featured Proxy Contest: Barnes & Noble (BKS) v. Yucaipa Companies

Barnes & Noble Announces Preliminary Results of Annual Meeting.    

All three Yucaipa nominees defeated

Yucaipa vows to continue to press for change and calls on Len Riggio to support buyout bids higher than he might make. 
Click here to read Yucaipa's press release.

Since early 2009, Hedge Fund Solutions has been closely following billionaire investor Ronald Burkle, founder of The Yucaipa Companies, and his activist campaign targeting Barnes & Noble (BKS).

The Official Activist Investing Blog will be publishing important documents concerning the proxy fight right up until its conclusion (annual shareholder meeting: September 28, 2010). This information includes shareholder correspondence papers, such as "fight letter" issued in press statements and mailed to shareholders; shareholder presentations filed with the SEC and presented to proxy vote advisory firms; relevant ligation cases; and more.


Proxy Statements:

9/21/10  BKS revises definitive proxy statement (with supplemental info regarding participants)

Fight Letters:

9/21/10  Yucaipa files letter to shareholders (ISS Recommends "For" Yucaipa)
9/16/10  CEO of BKS letter to shareholders (BKS Strategic Plan Objectives)
9/13/10  Yucaipa letter to shareholders ("Enough with the Fiction")
9/9/10    BKS letter to shareholders (highlighting board steps to increase value)
9/1/10    BKS letter to shareholders (The Future of Barnes & Noble is at Stake")
8/30/10  Yucaipa letter to shareholders ("Don't Be Misled By Barnes & Noble")
8/25/10  BKS letter to shareholders ("Protect Your Investment in Barnes & Noble")

Press Releases and Other Communications:
9/27/10 BKS Responds to Yucaipa's Press Release (claims that BKS' special committee members are independent)
9/27/10 Yucaipa Files Press Release (tells BKS shareholders that Leonard Riggio can't be trusted)
9/24/10 Yucaipa Counter-Responds to BKS' Claims (criticizes BKS for "fear mongering")
9/24/10 BKS Responds to Yucaipa's Press Release (calls Yucaipa's press release "misleading")
9/23/10 Yucaipa Sends Letter to BKS Employees (calls on employees to vote against Riggio's wishes)
9/21/10  BKS Files Press Release (update on strategic review process + proxy advisory support + more)
9/21/10  Yucaipa Files Press Release (calls on BKS stockholders to "Unlock Value")
9/20/10  Yucaipa Files Press Release (ISS supports Yucaipa)
9/17/10  BKS additional proxy statement materials (explanation of how to vote by proxy)
9/16/10  Yucaipa clarification for media (general response to media inquiries)
8/31/10  Barnes & Noble Communication to Employees (how to vote with management)


Seeking three board seats on eleven member board; increasing threshold on the poison pill to 30%; forming partnership with technology company; and getting BKS to buy out at least part of its competitor, Borders Group, Inc.



Leonard Riggio (29.8%; voting: 28.2%)
Ronald Burkle (18.8%)
BlackRock Institutional Trust Company (4.0%)
Dimensional Fund Advisors (3.4%)

Legal counsel to BKS on proxy fight: Cravath, Swaine & Moore
Legal counsel to BKS special board committee to review strategic alternatives:  Morris Nichols
Legal counsel to Yucaipa: Bingham McCutchen
Investment banking advisor BKS to review strategic alternatives: Lazard
Proxy solicitor to BKS: Innisfree M&A
Proxy solicitor to Yucaipa: MacKenzie Partners
Public relations advisor to Yucaipa: Sitrick & Company

Posted and updated by David Schatz and Damien Park