Barnes & Noble Inc. will spin off its college-bookstore business from its retail chain and Nook e- reader operations, creating two publicly traded companies.
As part of the breakup, shares in the new Barnes & Noble Education business will be distributed tax-free to investors, the New York-based company said Thursday in a statement. Barnes & Noble will offer as many as 775 million shares in the spinoff, which is expected to be completed by the end of August.
Mergers & Acquisitions predicted more companies would spin off assets in 2015. For more, see Strategic Buyers Will Shed Non-Core Assets.
The split comes six years after the retailer purchased the division from company founder and current Chairman Len Riggio for $514 million. Barnes & Noble has deliberated for months over how to restructure its business, which has suffered from a slowdown in brick-and-mortar retail as well as heavy competition from Amazon.com Inc. in e-readers.
“Separating Barnes & Noble Education will create an industry-leading, pure-play public company with more flexibility to pursue strategic opportunities in the growing educational services markets,” Chief Executive Officer Michael Huseby said in Thursday’s statement.
Shares of Barnes & Noble, the largest bookstore chain, rose 6.9 percent to $25.92 in New York, the biggest one-day gain in more than two months. The shares have climbed 12 percent this year, compared with a 2.5 percent increase for the Standard & Poor’s 500 Index.
In December, Barnes & Noble bought back Microsoft Corp.’s stake in the struggling Nook business, fueling speculation that the e-reader division would be spun off. At the time, Barnes & Noble said it was still speaking with potential partners and hadn’t made a decision over whether it would proceed with a spinoff or another transaction.
Barnes & Noble’s purchase of the college division from Riggio in 2009 drew criticism from shareholder Ron Burkle, who felt the retailer overpaid. Burkle, founder of investment firm Yucaipa Cos., then waged a proxy fight for control of the board that Riggio won. Burkle also lost a lawsuit to dismiss a poison pill, or takeover defense plan, that stopped him from increasing his stake.
The business, which runs the bookstores at 714 campuses in the U.S., posted a sales decline of 0.9 percent to $1.75 billion during the fiscal year ended in May. It accounted for about 27 percent of total revenue. The division had $114.6 million in earnings before interest, taxes, depreciation and amortization during the same period, making up 46 percent of the company’s total.
One advantage the college division has over the retail stores is that it doesn’t hold leases, so it has fewer costs. The unit instead signs multiyear contracts to run stores for the schools.
Since buying the division from Riggio, the company has said it would play a key role in its digital strategy. In recent years, the unit has branched out into renting textbooks and selling digital versions. Last year it debuted Yuzu, an e- reading and study application.
The college business didn’t mesh closely with Barnes & Noble’s retail chain, which is why the spinoff makes sense, David Strasser, an analyst at Janney Montgomery Scott LLC in New York, said in a research note.
The move “is likely good for shareholders as there were not many valuation synergies,” he said.