Traverse City Record-Eagle

Business

August 7, 2012

Best Buy could go private

Company founder Schulze offers $24 to $26 per share

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NEW YORK (AP) — Best Buy's co-founder is looking to make a buy of his own, offering to take the electronics seller private only months after leaving as the company's chairman.

Best Buy Co. said it would consider the offer but called it "highly conditional." And analysts are skeptical that former Chairman Richard Schulze's opening offer of $24 to $26 per share would get a deal done and that it could be tricky to line up investment firms to help pay for it.

It's the latest twist in the Minneapolis company's struggles to stay relevant as more people buy electronics online. Over the past year, it has announced a major restructuring plan and fired CEO Brian Dunn amid allegations that he had an inappropriate relationship with a female employee.

Best Buy is trying to avoid the fate of its rival Circuit City, which went bankrupt in 2009, partly because of changing shopper habits.

The offer values the company at as much as $8.84 billion. Schulze already has 20.1 percent of the stock in the company, so paying for the rest of shares would mean coming up with about $6.9 billion.

Schulze resigned as chairman in May, after Dunn's departure. A company investigation found that Schulze knew about the inappropriate relationship and failed to alert the board or human resources.

Schulze had been expected to stay on the board until the company's annual shareholder meeting in June, but he resigned unexpectedly before the meeting and said he was exploring options for his hefty stake in the company. Analysts had been expecting a possible bid since that announcement.

"Immediate and substantial changes are needed for the company to return to its market-leading ways," Schulze said in a statement. "It is my strong belief that Best Buy's best chance for renewed success is to implement with urgency the necessary changes as a private company."

Schulze's offer would represent a 36 percent to 47 percent premium over the company's Friday closing stock price.

Schulze said he would have preferred to pursue a deal privately but went public with the offer for the sake of speed.

"I am deeply concerned that further delay and indecision will cause additional loss of both value and talented leaders who are now uncertain of the company's future," Schulze said in a statement.

Schulze, 71, opened his first store called the Sound of Music in St. Paul, Minn., in 1966. He expanded the chain to nine stores in Minnesota by 1983 and renamed it Best Buy.

The company revolutionized the electronics business, operating warehouse-style stores and putting all inventory on store floors, rather than keeping it in back rooms. Schulze was CEO for more than 30 years, steering it through decades of steady growth before relinquishing that title in 2002. He remained active on the board and is still the company's largest shareholder.

In his letter to Best Buy's board, Schulze said he has a plan to deal with the company's challenges and has talked with private equity firms about joining in a deal, though he did not specify which firms. Schulze said he would finance the deal through a combination of private equity investments, about $1 billion of his own equity and debt. He said he was working with Credit Suisse to line up financing and that the firm was confident he could find lenders.

Shares of Best Buy rose $2.35, or 13.3 percent, at $19.99 in Monday trading. That kept the stock well below Schulze's offer, indicating shareholders are skeptical. Analysts also expressed doubt the deal would happen quickly.

"It's got a lot of obstacles to overcome before we see a final deal consummated," said Morningstar analyst R.J. Hottovy. He noted that Best Buy's board has to approve any offer before Schulze can line up private equity financing, as required by Minnesota law, and that is unlikely to happen at the offering price, he said. An offer of $30 would be more appropriate, according to his calculations.

Research firm NBG Productions analyst Brian Sozzi said a deal is possible, but the biggest hiccup will be finding private equity firms to help pay for it. He also thought a higher bid was likely.

"This is going to be a placemaker type bid just to get the ball rolling," he said.

After the market closed, ratings agency Standard & Poor's downgraded the company's credit rating from the lowest investment grade of "BBB-" to a junk-grade "BB+." "We believe that Best Buy's credit profile would weaken materially because such a transaction would add substantial amounts of debt and hinder cash flow protection measures," S&P said in a statement.

Best Buy has been shrinking store size and focusing on its more-profitable products such as mobile phones. It's also trying to combat the so-called "showrooming" of its stores — when people browse at Best Buy but purchase electronics goods elsewhere, especially online.

In March, it announced a major restructuring that includes closing 50 stores, cutting 400 corporate jobs and trimming $800 million in costs.

Since Dunn's departure, interim CEO Mike Mikan has made strong statements about how he plans to restructure the company, focusing on services and revamping stores.

In early July, Best Buy said it would lay off 600 staffers in its Geek Squad technical support division and 1,800 other store workers.

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