July 14, 2011 / 11:17 AM / 8 years ago

Borders loses Najafi deal, may face liquidation

NEW YORK (Reuters) - Borders Group Inc BGPIQ.PK moved closer to going out of business as a bankruptcy judge approved a plan to liquidate the second-largest U.S. book retailer after a sale to private equity firm Najafi Cos fell apart.

The plan, approved at a Thursday hearing in the U.S. Bankruptcy Court in Manhattan, would sell Borders to liquidators led by Hilco Merchant Resources unless another bidder offers more money to keep the company in business.

If no other bidders step forward, Borders would shut down its roughly 400 remaining stores, eliminating 11,000 jobs, according to a Borders spokeswoman.

The Hilco plan would bring in $250 million to $284 million in cash. Borders would keep the rights to its brand name and real estate, and sell those assets to pay creditors.

Najafi, which owns the Book-of-the-Month Club, would have paid $215 million in cash and assumed $220 million in liabilities, and made Borders part of its Direct Brands unit, a distributor of DVDs, CDs and books.

That plan, however, fell apart late Wednesday after creditors objected.

Najafi said in a statement Thursday it is “disappointed” in losing the deal, and remains “willing, ready and able” to resume negotiations. It also said it never intended to liquidate Borders.

Borders filed for bankruptcy in February after struggling for years to compete with larger rival Barnes & Noble Inc BKS.N and Amazon.com Inc (AMZN.O) as more consumers bought books through the Web. Online sales account for a tiny fraction of Borders sales.


The designation of Hilco as the so-called “stalking-horse bidder” makes liquidation more likely, but not inevitable.

Borders’ creditors committee worried that the Najafi deal would have allowed that firm to liquidate Borders’ bookstores, and that the company would be better off selling itself to liquidators such as Hilco.

Najafi or any other bidder still could make a better bid before Tuesday’s auction as long as that bid keeps Borders in operation, Borders lawyer Andrew Glenn said. Potential buyers have until Sunday to submit bids, Glenn said.

A hybrid deal in which a buyer takes on some stores while a liquidator shutters others also remains a possible outcome, and Barnes & Noble is among multiple companies that have expressed interest in buying some stores, he said.

David Strasser, an analyst at Janney Capital Markets, said liquidating Borders could make Barnes & Noble more valuable.

That company is examining a $1 billion takeover offer made in May by John Malone’s Liberty Media Corp LINTA.O.

“A full liquidation of Borders increases the value of the entire company,” Strasser said in a note to clients on Thursday. “This is perhaps an opportunity for a higher negotiated bid via Liberty or an entrance of another bidder.”

A Barnes & Noble spokeswoman declined to comment.

Borders operated 642 stores under its own name and Waldenbooks before it filed for Chapter 11 protection. It has since closed 226 stores, primarily Borders superstores.

The Hilco-led liquidator group also includes Gordon Brothers Retail Partners, SB Capital Group, Tiger Capital Group and Great American Group.

The case is In re Borders Group Inc, U.S. Bankruptcy Court, Southern District of New York, No. 11-10614.

Additional Reporting by Phil Wahba in New York and Tanya Agrawal in Bangalore. Editing by Maureen Bavdek and Robert MacMillan

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