3. Talbots

Up until 24 hours ago, Talbots ( TLB) originally topped the list as the largest decliner for the year, but that all changed after the women's apparel retailer received (and subsequently rejected) a private equity offer from Sycamore Partners.

Shares of Talbots soared 70% on Tuesday to $2.65. Nonetheless, the stock is still off nearly 70% in 2011 from its 2010 close at $8.52.

Talbots received a bid of $205.2 million, valuing the stock at $3 per share. This is a 92% premium over Talbots' closing price of $1.56 on Tuesday. Sycamore Partners is Talbots' largest shareholder with a 10% stake.

Talbots has met with Sycamore, but the firm said that Talbots' managers have rejected attempts to discuss any "value-enhancing transaction."

"Given the extended period of negative trends, rapidly deteriorating performance, current liquidity issues and heavily strained balance sheet and cash flow at Talbots, we cannot argue with an all-cash premium offer presented by Sycamore," Janney Capital Markets analyst Adrienne Tennant wrote in a note. "While a full-blown turnaround would likely yield a far higher valuation, there is tremendous uncertainty surrounding such a turn, and a new management team will likely take another 12 months to execute a new strategy and impact the business in any material way."

This comes just days after the women's apparel retailer announced its Chief Executive Officer Trudy Sullivan intends to retire once the company finds her replacement.

Sullivan was brought on board four years ago to turn around the company, but she will leave Talbots in just as precarious a position as when she started.

Talbots reported a wider-than-expected loss in its third quarter, weighed down by heavy discounting. The company has posted a loss in three of the last four years.

The holiday period doesn't look much merrier, as Talbots is forced to continue to promote heavily and November revenue was down more than 5%.

Following its quarterly report, the company announced it will lay off about 9% of its workforce, or about 100 employees. It will also suspend national advertising and TV campaigns and cut inventory levels.

Talbots has been shuttering underperforming stores and throwing its money into remodeling "premium" locations.

Sycamore said that it is frustrated with the company's "rapidly deteriorating situation" during the all-important holiday shopping season and decided quick action was needed. '

"We do not believe Talbots has the balance sheet and cash flow to sustain another failed attempt at a turnaround," Janney's Tennant wrote. "Given the uncertain state of the turnaround strategy, we note that it could be some time before the stock itself were to rise back about $2 on the fundamental merits of a turnaround. Although investors might think they could get more with a solid long-term turnaround, we think investors should get paid in the immediate term, with the potential for a higher bid upon Sycamore's due diligence."

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