CHICAGO Barnes & Noble Inc (BKS.N) on Thursday said that John Malone's Liberty Media LINTA.O LCAPA.O invested $204 million in the bookseller, but discussions for Liberty to buy the company have ended.
Under the agreement, Liberty purchased preferred stock that can be converted into about 12 million shares, or a 16.6 percent stake in the company.
Liberty offered in May to buy Barnes & Noble for $17 a share, or $1 billion, with the attraction being the bookseller's Nook e-reader, which has helped make Barnes & Noble the second-biggest seller of digital books after Amazon.com Inc. (AMZN.O).
A source familiar with the matter told Reuters that the two sides could not agree on how to value the Nook, with recent volatility in the stock market making it harder to figure out valuations. The source spoke on condition of anonymity because the negotiations were not public.
Under the agreement announced on Thursday, Liberty Chief Executive Gregory Maffei and Senior Vice President Mark Carleton will become part of an expanded Barnes & Noble board.
Liberty will also have voting rights on matters brought forth to common stock shareholders.
The preferred shares also will pay Liberty a dividend rate of 7.75 percent annually to be paid out quarterly.
Liberty Media has pursued a strategy in recent years to snap up cheap distressed media-related assets in the hope of making an outsized return on investment.
In February 2009, Malone acquired a 40 percent stake in Sirius XM Radio (SIRI.O) by lending $530 million to the satellite radio company, which was on the verge of bankruptcy. Malone was rewarded in just a few months after Sirius turned its business around and the stake was worth more than 7 times what he paid.
The Barnes & Noble special committee that considered the deal was advised by Lazard Ltd and Morris, Nichols, Arsht & Tunnell, and the company was advised by Morgan Stanley and Cravath.
Barnes & Noble shares rose 3.5 percent in after-hours trading to $12.51.
(Reporting by Brad Dorfman in Chicago; Additional reporting by Yinka Adegoke in New York and Jessica Hall in Philadelphia; editing by Carol Bishopric and Matthew Lewis)