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Friday's Links

More Krugman, Borders, Tech, ReadBurner

– This one is priceless..

– No, not there, how about Central Mass?

– The reason tech companies dominance grows shorter..

– Anyone use this?

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Friday’s Links

More Krugman, Borders, Tech, ReadBurner

– This one is priceless..

– No, not there, how about Central Mass?

– The reason tech companies dominance grows shorter..

– Anyone use this?

Todd Sullivan's- ValuePlays

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Pershing Updates Borders (BGP) Stake

Bill Ackman files a 13-D/A regarding his holdings in borders (BGP).

From the 13D/A filed yesterday:

“As of April 9, 2008, as reflected in this Amendment No. 7, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 20,147,880 shares of Common Stock (approximately 28.8% of the outstanding shares). This includes warrants covering 9,550,000 shares of Common Stock (as further described below in Item 4). The Reporting Persons own cash settled, total return equity swaps covering 4,805,463 notional shares of Common Stock (as previously disclosed). The notional shares that underlie such swaps are not included in the totals set forth in the charts earlier in the Schedule 13D. The aggregate economic exposure of the Reporting Persons to shares of Common Stock, including the aggregate shares of Common Stock beneficially owned by the Reporting Persons plus the aggregate notional shares underlying such swaps, represents approximately 35.6% of the sum of the outstanding shares of Common Stock and the shares of Common Stock underlying such warrants.”

Disclosure (“none” means no position):Long BGP

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Borders 10-K notes

Some information from the just-released Borders (BGP) 10-K.

* Achieved average sales per square foot of $228 and average sales per superstore of $5.6 million.
* International superstores, which operate under the Borders name, achieved average sales per square foot of $381 and average sales per superstore of $8.3 million in 2007.
* Waldenbooks Specialty Retail operates stores under the Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores. Average sales per square foot were $277 and average sales per store were $1.1 million for 2007
* Borders leases all of its stores. Borders store leases generally have an average initial term of 15 to 20 years with multiple three- to five-year renewal options. At February 2, 2008, the average unexpired term under Borders existing store leases in the United States was 9.8 years prior to the exercise of any options. The expiration of Borders leases for stores open at February 2, 2008 are as follows:
* Waldenbooks Specialty Retail store leases generally have an initial term of five to 10 years, and in certain cases posses renewal terms of one to three years. At present, the average unexpired term under Waldenbooks Specialty Retail existing store leases is approximately 1.7 years.
* Borders has $92.2 million remaining on a share repurchase authorization but cannot repurchase them if borrowings under credit agreement exceed 90%.
* Borders Rewards has grown to over 25 million members.

Again, nothing earth shattering which is a nice disclosure sign.

Disclosure (“none” means no position):Long BGP

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Are You Kidding? Circuit City (CC) and Blockbuster (BBI)?

When this was first emailed to me I thought the emailer was being a smart a#@. Turns out it is true. How? Why? Haven’t shareholders suffered enough? Why does management hate them so much?

Blockbuster (BBI) said it made a $1 to $1.3 billion cash offer in a Feb. 17 letter to Circuit City (CC) Chief Executive Philip Schoonover. They decided to go public with the offer Monday after Circuit City did not provide access to its books. (Read the letter.)

Circuit City said today of Blockbuster they had “reservations as to their ability to finance the offer.” Considering that as of January Blockbuster only had $184 million in cash on the books, they are only $1 to $1.12 billion short of the stated goal.

In the letter
Blockbuster CEO Jim Keyes said, “Given current debt market conditions, we believe most of the cash necessary would be generated through the issuance of additional Blockbuster equity, most probably in a rights offering to our existing shareholders. We believe they, and the market, will recognize the merits of this transaction and we are confident that we can raise the required equity. The borrowing capacity of the combined business would provide the remaining cash proceeds.”

They’ll have to essentially dilute shareholders to the max and then raid the credit line CC set up in February to fund the deal since banks are not loaning money for deals that make sense much less one that means a struggling retailer barely making a profit buying one that isn’t.

The larger issue is, what is Blockbuster trying to become? They have a valuable franchise in video if they would just realize the video store concept is officially dead. Adding more brick and mortar locations, diluting shareholders and maxing out the credit line to acquire another problem is a huge mistake.

Keyes said “The combination of Blockbuster and Circuit City will result in an $18 billion retail enterprise uniquely positioned for the convergence of media content and electronic devices. We would seek to differentiate products in both Blockbuster and Circuit City stores by offering exclusive content and content-enabled devices. Both companies would benefit from complementary products, marketing, management strengths, technology and distribution and the resulting synergies would significantly improve consolidated financial performance.”

He has mentioned this vision before but it has yet to be rolled out in Blockbuster locations, why bet the farm on a wholly unproven concept? He talks about “differentiating products” in both locations. That is confusing because I was not aware of any similarities currently. Let’s also be real honest here. Using the term “management’s strengths” and either Blockbuster or Circuit City in the same sentence is laughable unless it is preceded by “lack of”.

Now, were RadioShack (RSK) to make a run a CC, that would make sense. Borders (BGP) and Barnes and Noble (BKS) does. This doesn’t on any level.

Maybe Keyes is officially throwing on the towel in the war with Netflix (NFLX) and has decided to try a new direction?

Circuit City shareholders should jump at the price because they won’t see $6 to $8 a share anytime soon, this will destroy Blockbuster holders…

Disclosure (“none” means no position):Long BGP, None

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Borders 8-K Filed

Some interesting notes from Borders (BGP) 8-K filed last night.

* Management as a group own 1.103 million shares making them a the 5th largest holder behind Citadels LP’s 3 million shares. Pershing is by far #1, Dremen Management is #2, and Deutsche Bank (DB)is #3.

* Most executive officers of the Company had received minimal or no bonus for the last three years.

Regarding Pershing and International Operations:

“The Purchase Offer Option is a backstop purchase offer that will give the Company the right, but not the obligation, until January 15, 2009, to require Pershing Square to purchase the Company’s Paperchase, Australia, New Zealand and Singapore subsidiaries, as well as its approximately 17% interest in Bookshop Acquisitions, Inc. (Borders U.K.) (collectively, the “Subject Companies”). Pershing Square’s purchase offer is at a price of $135,000,000 (subject to adjustment for indebtedness for borrowed money of the subject businesses and the after-tax benefit of cash remaining with the Subject Companies). Although the company believes that these businesses are worth substantially more than the backstop purchase offer price, the relative certainty of this arrangement provides the company with valuable flexibility to pursue strategic alternatives. Proceeds to the Company of any such purchase by Pershing Square would be first applied to repay amounts outstanding under the Term Loan Facility.

The Company may sell all of the foregoing businesses or may elect to sell only Paperchase and the Company’s interest in Bookshop Acquisitions (collectively, the “UK Business”) alone or together with the Company’s Singapore business. In the event of such election, the purchase price for the UK Business will be $65,000,000, or $67,500,000 for the UK Business and the Company’s business in Singapore (in each case, subject to adjustment).”

“Pershing Square has agreed not to interfere with the sale of the Subject Businesses to third parties until the acceptance of the Purchase Offer by the Company, and has agreed not to contact any potential alternative buyers, with whom the Company or any of its representatives are then in discussions with prior to December 15, 2008 (or until January 15, 2009 if the Company is then party to a definitive agreement for the sale of all Subject Businesses not yet sold).”

” The Company has retained the right, in its sole discretion, to forego selling some or all of the Subject Companies to any party, to sell some or all of the Subject Companies to one or more third parties, or to require Pershing Square to consummate the purchase transaction. Pershing Square has no right of first refusal or breakup fee or other preemptive right with respect to the sale of the Subject Companies by the Company to other parties.”

Regarding the Warrent to Pershing:

“The Warrants are freely transferable, subject to securities law restrictions, except the Side Letter provides that Pershing Square may not transfer (other than internally among its affiliates) any Warrants until January 1, 2009 or the earlier public announcement of the entry into a definitive agreement with respect to (or the completion of) a change of control or other extraordinary transaction involving the Company to which Pershing Square is not a party. In addition, Pershing Square has agreed not to sell or transfer any of its shares of the Company’s common stock until such time.”

No real bombshells here which is nice because it means Borders is doing a nice job disclosing relevant information to shareholders as it become available.

Disclosure (“none” means no position):Long BGP,

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Borders Gets New Deal with Ackman

This is really good news for shareholders…

Here are the new terms:

* A lower interest rate of 9.8% on the $42.5 million senior secured term loan. The original Pershing Square financing commitment carried a 12.5% interest rate.

* An increased backstop purchase offer (“put”) of $135 million for the international subsidiaries. The original Pershing Square financing commitment included a purchase obligation at a price of $125 million. As previously stated, Borders Group believes its international subsidiaries are worth substantially more than the amended backstop purchase offer price and the company has retained the right to continue its ongoing strategic alternatives process for these businesses.

* A reduction in the number of warrants issued at closing to Pershing Square to 9.55 million warrants to purchase company common stock at $7.00 per share and a reduction in the term of all warrants issued to Pershing Square from 7.5 years to 6.5 years. The original Pershing Square financing commitment included 14.7 million in up-front warrants at $7.00 per share. Under the new agreement, Borders Group is required to issue an additional 5.15 million warrants to Pershing Square if any of the following three conditions occurs: the company exercises the put related to the sale of the international subsidiaries, a definitive agreement relating to a change-of-control of the company is not signed by October 1, 2008, or the company terminates the strategic alternatives process.

“We are pleased to have reached a final financing agreement with Pershing Square that includes more advantageous terms and still provides Borders with the necessary funding to continue implementing our key initiatives,” said Borders Group Chief Executive Officer George Jones. “The process of reviewing alternative financing proposals over the past two weeks was beneficial as it yielded an outcome that is better for our company and our shareholders. We are pleased to have the backing of Pershing Square, our largest shareholder, as we move forward and we appreciate their continued confidence. Borders is now turning its focus to the broader strategic alternatives process.”

Essentially Ackman has told the company “I’ve got your back. Go get any offer you can and I will make you a better one.” This really does illustrate the belief ha has in the prospects for the company. It also shows us how bad he wants to keep control of it. Rather than let a third party come in and stake a claim, he has given the company the latitude to shop for deal that he will willingly beat. Good…

Disclosure (“none” means no position):Long BGP

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Weekend Reading At VIN

Her are the Top 20 this week at Value Investing News
1. Official SEC XML Feeds
(via www.fatpitchfinancials.com)

This weekend I spotted orange XML feed images all over EDGAR. It looks like the SEC finally added feeds to the output of their database. Now we can track company filing updates from our news readers!

2. CS21 Net/Net Index Week in Review: Into Positive Territory

(via stocksbelowncav.blogspot.com)

Cheap Stock’s index of net/net stocks was very volatile this past week, with 20% of index members up at least 12%.

3. Premier Exhibitions (PRXI): Value not Without Controversy

(via stocksbelowncav.blogspot.com)

Good write up of the value in Premier Exhibitions. Be sure to check out the accurate and funny comment at the end.

4. Forum on Emerging Issues & Trends in Real Estate – University of Missouri

(via business.missouri.edu)

Warren Buffett will be speaking for an hour at this event on Friday, April 4, 2008. It is a free event open to the public.

5. Fooled by a Percentage Into Catching Falling Knife!

(via fundooprofessor.blogspot.com)

The good professor discusses the problem of price anchoring.

6. Little Books For Big Profits

(via magicdiligence.com)

Combining Joel Greenblatt’s The Little Book that Beats the Market with Pat Dorsey’s The Little Book that Builds Wealth provides an investor with a framework for finding the best value based investment opportunities on the market today.

7. Ackman’s Target Loss..wow

(via valueplays.blogspot.com)

Ackman lost a cool $8oo plus million so far

8. US recession will not hinder those emerging market stocks

(via www.ft.com)

Mark Mobius of Templeton Emerging Markets sees continued growth in emerging markets even though the U.S. facing a recession.

9. Multiple Disciplines

(via mikesnewsletterinvesting.blogspot.com)

Charlie Munger advocates learning multiple disciplines to add to a latticework of mental models. This post goes over how to apply some rules of economics to investing.

10. Peter Lynch Interview

(via mikesnewsletterinvesting.blogspot.com)

Famed mutual fund manager is interviewed.

11. Small Cap Stock Ideas

(via www.stockpursuit.com)

Some small-cap stock ideas. Some are contrarian. Boss Holdings is a Benjamin Graham Net Current Asset Stock.

12. Overstock’s Moat

(via mikesnewsletterinvesting.blogspot.com)

Overstock.com is a tech company that doesn’t appear to have a moat, this article disputes that

13. Recurring Revenues and Industrials

(via valuediscipline.blogspot.com)

Economic uncertainty generally steers investors toward steady eddy businesses such as foods, consumer staples, healthcare and utilities. But what investors should be seeking is recurring revenues, predictable and stable revenues with a high degree of certainty.

14. Altria’s Spin Cost Basis

(via valueplays.blogspot.com)

Here is the cost basis for your shares

15. Third Avenue Q1 Shareholder Letters

(via www.thirdavenuefunds.com)

Martin Whitman devotes a section of his quarterly letter to refuting William Ackman’s views on MBIA. My favorite sentence: “The argument that if an entity is in trouble, every liability on the balance sheet of that entity is also in trouble is strictly ‘amateur hour’.”

16. Borders New Concept Store (Video)

(via valueplays.blogspot.com)

Here is what it looks like

17. Borders Delays 10-K

(via valueplays.blogspot.com)

Some scenario’s involving the recent announcement

18. N*1 Screen: Sanderson Farms

(via ei-forum.com)

Looking for value, we decided to run one of our typical ‘best in industry’ screens on companies with a market capitalization of under 1,000,000 USD. The only company that made the screen is Sanderson Farms (SAFM). We had followed this company in the past but the stock had been severely punished during the avian-flu scare and is slowly recovering.

19. Market Underestimating Ingersoll-Rand’s (IR) Earnings Power

(via collegeanalysts.com)

Ingersoll-Rand, after a series of acquisitions and divestitures, is set to become a leading “cyclical-lite” with significant earnings power thanks to its climate control segment.

20. Moslty an Rant

(via mikesnewsletterinvesting.blogspot.com)

How I got screwed over by government regulations, and why restsraint on how minors can manage their money are unecesary.

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Borders Delays 10-K

Borders (BGP) announced yesterday that it is delaying its 10-K and made an interesting disclosure.

Here is the announcement:
“Borders Group, Inc. (NYSE: BGP) today announced that it is delaying the filing of its Annual Report on Form 10-K for fiscal year 2007, ended February 2, 2008. The company expects to make the filing on or before April 17 after it has completed its evaluation of financing alternatives and can include finalized transactions in its 10-K filing.”

“As stated in the company’s most recent financial news release dated March 20, as well as in exhibit 10.1 to its current report on Form 8-K filed March 21 with the Securities and Exchange Commission, Borders Group has received a financing commitment from Pershing Square Capital Management, L.P. Under the terms of the commitment, which expires on April 4, 2008, Borders Group is allowed to explore alternatives to the Pershing Square financing that may be more advantageous to the company.”

Here is the interesting part:
“Borders Group has entered into discussions with several parties regarding alternative financing proposals. The company’s board of directors and senior management are currently evaluating the terms of these proposals against the Pershing Square commitment, and no decision has yet been made. As this process is not complete as of today’s filing deadline, Borders Group is delaying the filing in accordance with Rule 12b-25 under the Securities Exchange Act of 1934.”

This is good stuff and the possibilities are endless. Is it just another financing option on better terms? Is there a buyer? Will someone just take a large chunk of the company? Is it simply an international operations sale?

The good news is that any of the options will be an improvement over what Ackman was going to do (not that what he was going to do was bad). We can be assured it will be a shareholder friendly deal since Ackam owns 25% of the shares and has Board representation.

Can’t wait to hear….

Disclosure (“none” means no position):Long BGP

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Borders New Concept (Video)

Here is a video of Borders (BGP) new concept store in Michigan.

Disclosure (“none” means no position):Long BGP

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Thursday’s Links

Reality TV, Interest rates, Borders, Tips

– I never Tivo the right shows…

And we thought 6% was “too high”?

– The Master’s jump on the Borders Bandwagon

– Wow…. that is all I can say

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Borders Call Notes

Finally got around to reading the Borders (BGP) earnings call and the take away for me at least was very positive…

A couple of things struck me.

1- Guidance:
Despite a 2% comps sales increase number last year, guidance for the current year was in the words of CEO George Jones “very conservative”, “given the current environment”.

2- Cost cutting:
DVD “shrinkage” (read:theft) was at $20 million last year. The company has both made changes to security measures and will be reducing the number of titles sold and the expectations are for this number to fall dramatically.

Inventory ended the year at $1.3 billion and change, essentially flat over the previous year. Now, the company is moving towards a “face out” strategy on books that will reduce the number of titles sold at the store level. The results will be a dramatic fall in carried inventory at the store level. This savings drops immediately to the bottom line. The locations that have the “face out” shelving, carry 20% fewer titles yet are seeing double digits sales growth. hmmm.

The dividend was stopped (for now) and that will save $25 million and change.

3-Selective Promotions:
The Borders Rewards program now sports a membership of 25 million people. The importance of this is huge. It allows Borders to track purchases from its members and then tailor promotions to maximize the value of them. Retailers have been using these programs for years but Borders is only now getting involved. The tie in with the upcoming website launch will allow email-to-purchase marketing previously not available on this scale to the company.

4-Borders.com
The heavy costs involved with rolling out the site are done. Estimates of them were not given but looking sat the site one ought to assume they were substantial. It is important to note that in the previous year, Borders reaped no benefits from that investment. This year they will both reap the benefits and see a decrease in costs. CEO Jones said that he expects CapEX to fall from $200 million to “around” $140 million

5- Sale of assets
The minimum that will be raised in the $125 million offered by Ackman. Now, the company only has a market cap of just under $400 million at the current share price. They could conceivably by back 25% of the shares and have cash left over for operations or debt repurchases.

So where does this leave us? A cursory look shows $80 to $100 million in cost cuts available without any real effort or impediment to operations. The inventory reductions should be over an additional $100 million as the stores (not the company) begin stocking fewer titles.

Border lost $157 million last year and it looks as though it could easily cut its way to break-even or better this year now that much of heavy lifting in investment has be done. This assumes the above conservative guidance. Should that guidance prove to be conservative, results could improve even more.

Disclosure (“none” means no position):Long BGP

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Who Will Buy Borders?

It seems there are four options for a purchaser of Borders (BGP).

1- Barnes and Noble (BKS)
This has been talked about fr a few years now. The theory being that a combined entity would be better able to compete with Amazon (AMZN) without the cannibalization of the foot traffic market the two currently compete for.

2- Indigo-
Canada’s largest bookseller has been mentioned as a possible suitor. This has some interesting story-lines to it. Indigo leads in market share in Canada. Here is the interesting part. Indigo’s CEO Heather Reisman knows Borders well. She lead the attempt to expand Borders into Canada in 1996 that was blocked by the Canadian government. She eventually left Borders,started Indigo, and then took over Canadian rival Chapters in 2001, claiming market dominance in the country. A combination of the two would lead to a North American powerhouse and with the controlling interesting being Canadian, would see no objection from that country’s government.

3- Pershing.
Ackman will already own the international operations soon enough, why not just convert his soon to be 40% stake into total ownership, do what he wants to it, and then spin it out in a few years when the climate is better?

4- Nothing.
It is possible for the company to continue on its own should no legitimate offered come about as the Ackman loan allows for uninterrupted operations through 2009. This option is not likely though. It was probably done to give the company some bargaining power in negotiations.

No matter what happens, Pershing will own the international operations on Australia, New Zealand, Singapore and Britain. Having those operation off the books may clear the way for Indigo to scoop up the US assets at a reduced price.

Borders is a profitable business that is turning around albeit very slowly in the current environment. With that being said, there is a market for the business for a buyer.

Again, the good news for current shareholders is Ackman’s interest. Being the largest shareholder and essentially in control of the sale process, shareholders can be assured of a good deal should one come about.

Disclosure (“none” means no position):Long BGP, none

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Starbucks: What Are They Doing Out There?

This one is priceless…..

So, yesterday Starbucks (SBUX) announced its “transformational ideas” to bring life back to the company. Rather than recite them in detail, here they are in brief, new machines, ground coffee, rewards card, social site. Yea, I though the same thing, “you kidding me?”

Now I read this little nugget in the USA Today:
“Consumers will be encouraged to submit ideas, to comment and vote on ideas from others, and even to follow along as ideas evolve into real products (on the new “social site”). Some 48 Starbucks employees will respond to comments on the site, and Schultz will have a blog. Alas, consumers will not be compensated for ideas that Starbucks adopts, says spokesman Brandon Borrman.”

Is this what Schultz $ Co. have been reduced to? Having employees pilfer ideas from customers? Guys, you sell coffee, you are not splicing DNA out there in Seattle. Go back to what you do best and stop all this ancillary garbage that clearly has taken your mind off the game. CD sales, not working, end it. Breakfast and lunch, done. If I want a book, I’ll go to Borders (BGP), not the local coffee shop. Just because you have empty floor and counter space, you do not need to put crap there to sell.

Howard, rather than blogging away the day, figure out how to get me a coffee in under ten minutes when there are more than 5 people in line. How about a location I can actually sit in? This is getting out of control.

The question is now this. What is Starbucks? Is it a coffee house chain? I mean, wasn’t that the genesis of the whole thing? Wasn’t Starbucks modeled after Italian style coffee houses Schultz visited in Europe? They are so far away from that now, getting back may just require a complete “do over”. They have now unequivocally lost their soul. No question.

Trolling the web for ideas……..sad

Alas shareholders, Schultz, far from being the company’s savior, may just be its largest hurdle…

Disclosure (“none” means no position):None (thank god)

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Buying Borders

Well, that didn’t take very long. “Ask and ye shall receive” I guess?

So yesterday I posed some questions about Borders (BGP) and today, answers came piling in.

Bill Ackman’s Pershing Square Capital Management Borders’s largest holder, has entered into the following agreement with Borders.

– A $42.5 million secured term loan to Borders at a 12.5% annual interest rate; the loan matures Jan. 15, 2009.
– Pershing committed to a “backstop purchase offer” that gives Borders the option until Jan. 15, 2009, to sell its Paperchase, Australia, New Zealand and Singapore units and its 17% interest in Borders U.K. to Pershing for $125 million, “after the company has pursued a sale process to maximize the value of those assets.”
– Borders will issue to Pershing 14.7 million warrants to buy shares at $7 each. That would be just under a 20% stake in Borders. The stake would be protected against dilution if Borders were to issue more equity, except shares issued for employee stock options.

The proposal is binding on Pershing Square until April 4. Borders has the right until then to seek better financing deals. If Borders finds a better deal, it can end the Pershing agreement with no break-up fee, although Pershing can request reimbursement of “reasonable expenses”, Borders said.

And oh yea….

The company today also reported results for the fourth fiscal quarter and full year 2007, ended Feb. 2, 2008. As detailed below, on an operating basis, fourth quarter income from continuing operations was $84.7 million or $1.44 per share compared to $87.7 million or $1.45 per share a year ago. Total consolidated sales from continuing operations were $1.3 billion in the fourth quarter. Excluding the impact of the extra week during fiscal 2006, this represents a 2.8% increase over the same period a year ago.

Ok.

After Ackman exercises the warrants, his ownership of the chain will be 40% when you take into consideration his economic interest being held in “total return swaps”. This ownership percentage will effectively give him total control of the chain. This is very good for shareholders.

Let’s not forget, Ackman began buying at $24, doubled down at $12 and now will pick up another chunk at $7.

A key here is the dilution protection. Buying shares here can be done with a reasonable as can be expected assumption of no further dilution. That is important. One could probably assume that Ackman may be buying more now with the stock hovering around $5.50 a share.

Here is why all the above is good news. The equity stake by Ackman in Borders is a non issue because his interest in the chain is the same as mine. He is “eating his own cooking” when it comes to the company as Berkshire’s (BRK.A) Warren Buffett is fond of saying.

Were this an outside equity stake, we could not be sure what the intent of the holder was. The loan that is issued would take priority over the stock price but with the loan holder being Ackman, and he having an interest in 40% of the shares, the stock price will not be ignored.

Yes the dividend was eliminated but let’s be honest, 11 cents a share ain’t gonna buy a summer home. Keep it and get this going.

The question that was not answered was the online store. But, a look at the results there from Barnes and Nobel (BKS) show that there is definitely growth there (13%) apart from Amazon (AMZN).

All that being said, at $5 and change, time to pick it up…

Disclosure (“none” means no position): Long BGP

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