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Why John Malone’s Liberty Is Virtually Closing the Book on Barnes & Noble

Liberty Media said it will sell about 90% of its stake in Barnes & Noble, a blow to the bookseller that was once an acquisition target by John Malone’s conglomerate.

The major reduction in Liberty’s B&N ownership, announced Thursday, comes as Liberty is focused on expanding holdings in the cable business, through its interest in Charter Communications.

Liberty Media in 2011 acquired a 17% stake in B&N for $204 million — after previously offering to buy the company for around $1 billion. As of April 8, Liberty will own just under 2% of the company.

SEE ALSO: Liberty Media Drops Plan to Buy Rest of SiriusXM, Creates Two Tracking Stocks

The news drove Barnes & Noble’s stock price down 13.5%, to close at $19.12 per share yesterday.

Both Liberty Media and Barnes & Noble spun the move as giving the bookseller more flexibility to explore new strategic options. “We look forward to maintaining our relationship with the company,” Liberty Media president and CEO Greg Maffei said. “(Barnes & Noble CEO) Mike Huseby and his team are doing a great job in the retail, college and Nook spaces.”

Last month, Liberty Media scrapped plans to acquire shares of SiriusXM it didn’t already own. Instead, Liberty wants to raise capital for Charter to expand — after the MSO and Liberty Media lost their bid to acquire Time Warner Cable, which accepted Comcast’s $45 billion offer. To do that, Liberty expects to launch two new tracking stocks in Q3: Liberty Media Group and Liberty Broadband Group, the latter of which will encompass Liberty’s 27% stake in Charter, plus its 1% interest in Time Warner Cable as well as wholly owned subsidiary TruePosition, a provider of location-based tech solutions.

Under the tracking stock plan, Liberty stockholders will be able to acquire one additional share of Liberty Broadband tracking stock at a discount for every five shares of Liberty Broadband tracking stock they receive. Cash raised will go to the Liberty Broadband Group and that, according to Malone, “will provide us greater flexibility to, among other things, support Charter in its expansion efforts.”

“We remain very excited about our investments in the cable sector and Charter Communications,” Malone said last month in announcing the tracking stocks — but, evidently, not so much with Barnes & Noble.

With the reduced stake in B&N, Liberty no longer has the right to elect two preferred stock directors to the bookseller’s board. Maffei will no longer be a board member while Liberty SVP Mark Carleton will remain on the board. In addition, Liberty’s consent rights and pre-emptive rights will cease to apply.

Liberty Media owns the Atlanta Braves and TruePosition, and the company holds interests in SiriusXM, Charter, Live Nation Entertainment and Barnes & Noble. It also has minority equity investments in Time Warner Inc., Time Warner Cable and Viacom.

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