Liberty Media Corporation (NASDAQ: LMCA, LMCB) & Barnes & Noble, Inc. (NYSE: BKS)
today announced that Liberty Media Corporation has entered into agreements to reduce its stake in Barnes & Noble. Liberty Media informed Barnes & Noble that while Liberty has sold the majority of its shares to qualified institutional buyers in reliance on Rule 144A under the Securities Act, it will retain approximately 10 percent of its initial investment. Liberty further informed Barnes & Noble that the sale is expected to settle on Tuesday, April 8.
As a result of Liberty’s reduced ownership, they will no longer have the right to elect two preferred stock directors to Barnes & Noble’s Board. Additionally, Liberty’s consent rights and pre-emptive rights will cease to apply. Due to the loss of the right to elect two preferred stock directors, Greg Maffei will cease to serve on the board as of the closing on April 8. Mark Carleton has been re-elected to the Barnes & Noble Board effective upon the closing on April 8.
“By reducing our preferred position and eliminating some of our related rights, Barnes & Noble will gain greater flexibility to accomplish their strategic objectives,” said Greg Maffei, President and Chief Executive Officer, Liberty Media. “We look forward to maintaining our relationship with the Company and are pleased that Mark Carleton will continue serving on the board. Mike Huseby and his team are doing a great job in the retail, college and NOOK
spaces,” Mr. Maffei added.
“Liberty Media has been a strong supporter of the Company and Greg Maffei and Mark Carleton have been and continue to be tremendous partners at an important time in the Company’s history,” said Leonard Riggio, Chairman of Barnes & Noble, Inc. “Liberty’s decision to retain a portion of its investment and have active involvement on our board underscores Liberty’s ongoing commitment to Barnes & Noble.” Mr. Riggio added that Liberty’s reduced ownership also gives the Company greater flexibility to pursue various strategic options.