122 Fifth Avenue, New York, NY 10011
June 4, 2012
Via EDGAR
Jim Allegretto
Senior Assistant Chief Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
RE: | Barnes & Noble, Inc. | |
Form 10-K Filed June 29, 2011 File No. 1-12302 |
Dear Mr. Allegretto:
On behalf of Barnes & Noble, Inc. (we, or the Company), this letter responds to the letter dated May 21, 2012 (the Comment Letter) from the U.S. Securities and Exchange Commission (the Commission) to the Company, providing comments of the staff of the Division of Corporation Finance of the Commission (the Staff) on the Annual Report on Form 10-K for the fiscal year ended April 30, 2011 (the 10-K), filed by the Company with the Commission on June 29, 2011.
We respectfully submit the following responses to the comments contained in the Comment Letter. For your convenience, each heading and comment from the Comment Letter has been reproduced below in bold, followed by the Companys response to each such comment.
RESPONSES
Form 10-K for the Fiscal Year Ended April 30, 2011
Exhibit 13.1
Note 1. Summary of Significant Accounting Policies, page F-41
Goodwill and Unamortizable Intangible Assets, page F-43
1. | We have reviewed your response to comment 6 in our letter dated April 2, 2012 and have the following comments: |
We note that the implied control premium as of the October 31, 2011 goodwill impairment testing date was 65.5%. Please explain in greater detail how you determined such a significant control premium was reasonable and clarify how this percentage is supported by historical transactions for similar types of businesses.
We note that you applied the market and transaction approaches in your goodwill impairment test only as reasonableness tests for the income approach since there was a lack of comparable companies and a limited number of market transactions in the public space. We note in your response to comment 15, however, that you weighted the market and transaction approaches by 25% each in reassigning goodwill to your reporting units under ASC 350-20-35-45. Although we realize these valuations were performed as of different dates, please tell us what changed from the time of your goodwill reallocation calculation that resulted in reduced usefulness of the market and transaction approaches as of your most recent goodwill impairment testing date.
As previously requested, please tell us if any of your unamortizable intangible assets were or are at risk of impairment as of your most recent impairment testing date. Tell us the date of your most recent impairment test for such assets and whether or not there were any events or changes in circumstances that caused you to conduct an impairment test between annual testing dates. To the extent that a reasonably likely change in assumptions, judgments, and/or estimates would have resulted in an impairment charge, please revise your critical accounting policies in future filings to include a qualitative and quantitative analysis of the sensitivity of your reported results to such changes.
Response: Over the past several years, the Companys stock price has fluctuated as it has evolved from a retailer into a content, commerce and technology
2
company. Over the past twenty-four months, the Companys per share stock price has fluctuated between $8.77 and $24.14. The Companys stock price as of October 31st, 2011 (the valuation date) was $12.30, and the stock price as of market close on May 31st, 2012 was $16.43. The Company strongly believes the short-term stock performance (and related market capitalization) is not indicative of its long-term value.
As we have transformed the business model, finding comparable historical transactions for similar types of businesses has been a challenge. However, during our valuation we were able to obtain a listing of all acquisitions publically available from December 2009 through October 2011 with control premiums greater than 50%. The list includes companies in various industries, including retailers as well as technology players. Please refer to Appendix 1 for this listing.
We believe a significant control premium to be reasonable given the expected long-term benefits from the digital transformation, additional physical book share gains given the Borders liquidation, comparable market transactions, and an undervalued stock price (and market capitalization) as of the test date.
As further validation of the control premium, on April 30th 2012 the Company announced a strategic partnership with Microsoft, which will make an equity investment in the Companys NOOK and College businesses based on a $1.7 billion post-money valuation. This valuation exceeded the Companys equity market capitalization as of October 31st, 2011, even without including a value on the Companys retail stores.
The following discussion addresses the reduced usefulness of the market and transaction approaches between valuation dates.
As we have continued to build our NOOK business, the accumulation of additional periods of actual historical information has enabled us to gain valuable insight and increased knowledge around our digital metrics. As the business model has become more sophisticated, coupled with the challenge of finding comparable historical transactions for a hybrid retail/technology player, we have placed less emphasis on the market and transaction approaches.
Had we utilized the market and transaction approaches in a similar manner to our previous valuation, the control premium would have been even higher. Also, please note the testing preceded the Microsoft announcement.
As of our most recent impairment testing date, none of our unamortizable intangible assets were impaired. We have tested all of our unamortizable intangible assets during the quarter ended January 28, 2012, and there have been no impairment indicators since that date. Please see our response to Comment 4 below regarding our publishing contracts. We confirm that we will disclose in our critical accounting policies in future filings a qualitative and quantitative analysis of the sensitivity of reported results to changes in assumptions, judgments and/or estimates.
3
Revenue Recognition, page F-44
2. | We have reviewed your response to comment 9 in our letter dated April 2, 2012. Please tell us how you determine the best estimate of selling price for the undelivered PCS and wireless access related to your NOOK sales. Also tell us, with a view toward disclosing, the average percentage of a NOOKs sales price that is deferred for the undelivered items and recognized over NOOKs 2-year estimated life. Also tell us and disclose, to the extent material, the amount of NOOK-related deferred revenue as of each balance sheet date presented in your filing and the balance sheet line items in which you classify this amount. |
Response: We determine the best estimate of selling price for the undelivered PCS by performing a detailed review of the payroll by department for software engineers that are associated with PCS. We look at their projected time dedicated to PCS based on forecast and history and apply the percentage of time against the payroll costs associated with those employees. We then divide that by the budgeted estimated sales, net of returns, to determine the cost of PCS. This cost is then marked up based on our average retail markup to arrive at the best estimate of selling price for PCS.
The Company does not currently sell products with free 3G wireless access. This service is only provided in our first generation devices. When those products were sold by the Company, we determined the best estimate of selling price for 3G wireless access by reviewing the off-peak and on-peak network charges per megabit as well as short message service rates per our contract with our 3G service provider to determine the average cost per eBook download. We then multiplied this by our estimated eBook sales per device and added our service providers per device registration fee to determine the cost of 3G service. This was then marked up based on our average markup at that time to arrive at the best estimate of selling price for 3G wireless service.
We confirm that we will include similar disclosure within our description of the revenue recognition policy in the footnotes to the financial statements in future Form 10-K filings as follows:
The average percentage of a NOOKs sales price that is deferred for undelivered items and recognized over its 2-year estimated life ranges between 2% and 5%, depending on the type of device sold. The amount of NOOK-related deferred revenue as of April 30, 2011 and May 1, 2010 was $18.2 million and $7.4 million, respectively. These amounts are classified on the Companys balance sheet in accrued liabilities for the portion that is subject to deferral for one year or less and other long-term liabilities for the portion that is subject to deferral for one year or more.
4
Note 10. Other Comprehensive Earnings (Loss), Net of Tax, page F-59
3. | We have reviewed your response to comment 13 in our letter dated April 2, 2012. Although you indicate that the $2.5 million increase to AOCI represents the removal of $2.5 million in other comprehensive losses related to the sale of Calendar Club, we are still unclear why this balance remains in accumulated other comprehensive income at the end of fiscal 2011. Please clarify why this amount was not netted to zero upon the sale of Calendar Club. |
Response: The components of the Accumulated Other Comprehensive Loss table disclosed the sale of Calendar Club and the Calendar Club foreign currency translation in separate columns. The amount in the sale of Calendar Club column represented the removal of the foreign currency translation. We confirm the columns will be netted together which will result in the removal of both columns.
Note 11. Changes in Intangible Assets and Goodwill, page F-61
4. | We have reviewed your response to comment 14 in our letter dated April 2, 2012. Although you indicate you believe that your publishing contracts will continue to produce value indefinitely, we note that you previously reclassified $8.3 million of indefinite-lived contracts to definite lives in fiscal 2007. We also note your response to comment 6 indicates that you continue to evaluate your publishing contracts for impairment due to the contraction of the business. Considering ASC 350-30-35-3 indicates that a useful life determination should consider historical experience in renewing or extending similar arrangements and the effects of obsolescence, demand, competition, and other economic factors, such as the stability of the industry, please tell us in greater detail how you determined there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful lives of your publishing contracts. Also, we note that you discuss in your response a contract that grants you exclusive publishing rights that are automatically renewable if royalties exceed a specified amount. If this contract does not make up the majority of your publishing contract intangible asset, please ensure your response discusses the nature and terms of all material contracts. |
Response: Sterling Publishing (Sterling) primarily publishes illustrated non-fiction books, specializing in a wide-range of how-to, recreational and educational categories. This core business includes art, crafts, culinary, do-it-yourself, health & wellness, history, gardening, lifestyle, mind-body-spirit, music, parenting, photography, puzzles & games, reference, sports and travel.
5
Sterlings annual title base is relatively predictable. Books are generally developed with a consistent base of authors, agents and publishers with whom the Company has long-standing relationships. The length and depth of these relationships is one of the reasons Barnes & Noble purchased Sterling in 2003. Sterling does not typically compete with major publishing houses for new, emerging or speculative bestselling authors and titles.
The value of the contract cited in our previous response represents $5.4 million of the $21.3 million in publishing contract-related intangibles on the balance sheet. While it is the largest within the portfolio, its terms are not representative of a typical contract. The majority of the contracts are on a book-by-book basis each year. Given Sterlings strong history of maintaining long-standing relationships, the valuation concluded that new, similar works within this predictable title base would continuously replace previous releases in the same genre, thus the value lies in the relationships, which has continued to produce value on an indefinite basis.
Sterlings primary customer is the Company, whose sales of Sterling titles have declined over the past several years primarily due to lower store traffic in a declining physical book market. However, the Company has seen trends improve given the consolidation of the physical book market, especially the Borders Group Inc. liquidation. Moreover, Sterlings sales to non-B&N third parties have remained consistent over the past several years, indicating steady demand for these predictable, non-speculative titles.
These contracts are still an essential part of the core business they are associated with, so the expectation is that the contracts will continue to produce cash flows indefinitely, consistent with the valuation. While the contraction of the business has caused those cash flows to be reduced, our most recent impairment test shows that, though these contracts were at risk of impairment, their fair value continues to exceed their carrying amount. Based on these facts, we believe these contracts should continue to be held as indefinite-lived intangibles and tested appropriately for impairment.
Please note the $8.3 million reclassification to definite lived assets noted above were specifically for a class of what are known as distribution contracts, where Sterling distributed other publishers books through its network. Sterling had started to strategically scale back on this type of low-margin business. Therefore, these distribution contracts were determined to possess a definite life and amortized as such. These contracts are different than those related to the core business.
6
We confirm that in future filings, the Company will add the following disclosure to its Critical Accounting Policies as follows:
Publishing contracts include the value of long-standing relationships with authors, agents and publishers established upon the Companys acquisition of Sterling in 2003. Given Sterlings strong history of maintaining such relationships, the Company believes they produce value indefinitely without an identifiable remaining useful life. However, given recent declines in the physical book business, these contracts were at risk of impairment as of its most recent impairment testing date and may be at risk in the future if declines in sales continue. A 10% decrease in Sterling sales trends would have had an impact of $5.4 million impairment charge on the Companys results of operations in fiscal 2012.
5. | We have reviewed your response to comment 15 in our letter dated April 2, 2012 noting that you reallocated goodwill between your B&N Retail and B&N.com segments as of October 31, 2010. However, since the disclosures in your Forms 10-Q for the quarterly periods ended October 30, 2010 and January 29, 2011 indicate that you were currently evaluating the allocation of goodwill between B&N Retail and B&N.com, it appears that this reallocation of goodwill was not performed until a later date. Considering it appears you first reported three reportable segments in your Form 10-Q for the quarterly period ended July 31, 2010, please tell us why did not perform your goodwill reallocation as of the date of your reporting structure reorganization. |
Response: Due to the increased focus and expansion of the digital business, the Company performed an evaluation on the effect of that expansion on the identification of operating segments. The assessment considered the way the business is managed and the manner in which the chief operating decision maker interacted with other members of management. As a result of this assessment, the Company determined that it had three operating segments: B&N Retail, B&N College and B&N.com (where NOOK, its digital business, was recorded along with its eCommerce operations).
In accordance with ASC 350-20-35-45, Reorganization of Reporting Structure, when an entity reorganizes its reporting structure in a manner that changes the composition of one or more of its reporting units, the guidance in paragraphs 350-20-35-39 through 35-40 shall be used to reassign assets and liabilities to the reporting units affected. However, goodwill shall be reassigned to the reporting units affected using a relative fair value allocation approach similar to that used when a portion of a reporting unit is to be disposed of.
We allocated the appropriate assets and liabilities to each of the reporting units during the quarterly period ended July 31, 2010. We were unable to reassign goodwill to the reporting units at this time as the rapid evolution of our digital business added uncertainty, volatility and additional complexities to our projections. Given the lack of historical experience in this area and its rapid growth, the Company needed additional time to measure digital metrics, size the
7
market opportunity, accumulate historical results, and assess the appropriate level of infrastructure to support the business in order to prepare more comprehensive financial models on which to base the allocation of goodwill upon. There were no triggers or indicators to imply goodwill should be impaired during this time period.
We finalized the long-term projections during the fourth quarter of fiscal 2011 and recorded the reallocation based on those results.
In connection with our above responses, we acknowledge that:
| the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance. If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to contact me at (212) 633-3340.
Sincerely, | ||
By: | /s/ Allen W. Lindstrom | |
Allen W. Lindstrom | ||
Vice President, Corporate Controller | ||
(principal accounting officer) |
cc: | Michael Huseby |
Gene DeFelice
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Appendix 1
SUMMARY OF TRANSACTIONS CONTROL PREMIUMS > 50%
Target |
Acquirer |
Transaction |
30 Day Control |
|||||||
interCLICK, Inc. |
Yahoo! Inc. |
10/31/2011 | 62.2 | % | ||||||
Synovis Life Technologies Inc. (NasdaqGS:SYNO) |
Baxter International Inc. |
10/27/2011 | 57.4 | % | ||||||
Adolor Corporation |
Cubist Pharmaceuticals Inc. |
10/24/2011 | 145.7 | % | ||||||
HealthSpring Inc. |
CIGNA Corporation (nka:Cigna Corp.) |
10/24/2011 | 57.3 | % | ||||||
Anadys Pharmaceuticals Inc. |
Hoffmann-La Roche Inc. |
10/16/2011 | 289.5 | % | ||||||
BigBand Networks, Inc. |
Arris Group Inc. |
10/10/2011 | 68.4 | % | ||||||
Craftmade International Inc. |
Litex Industries, Limited |
10/3/2011 | 88.9 | % | ||||||
American Medical Alert Corp. |
Tunstall Group Ltd. |
9/22/2011 | 69.3 | % | ||||||
Global Industries Ltd. |
Technip |
9/11/2011 | 128.6 | % | ||||||
ilinc Communications, Inc. |
BroadSoft, Inc. |
9/7/2011 | 1239.6 | % | ||||||
Clark Holdings Inc. |
The Gores Group LLC; Gores Capital Partners III, L.P. |
9/1/2011 | 84.1 | % | ||||||
Access to Money, Inc. |
Cardtronics USA, Inc. |
8/15/2011 | 235.3 | % | ||||||
Openlane, Inc. |
ADESA, Inc. |
8/15/2011 | 137.1 | % | ||||||
Allied Healthcare International Inc. |
Saga Group Ltd. |
7/28/2011 | 56.0 | % | ||||||
Icagen, Inc. |
Pfizer Inc. |
7/20/2011 | 145.9 | % | ||||||
SFN Group, Inc. |
Randstad North America, L.P. |
7/20/2011 | 59.6 | % | ||||||
Petrohawk Energy Corporation |
BHP Billiton Ltd. |
7/14/2011 | 60.5 | % | ||||||
Vaughan Foods Inc. |
Resers Fine Foods, Inc. |
7/6/2011 | 295.0 | % | ||||||
APAC Customer Services, Inc. |
NCO Group Inc. |
7/6/2011 | 51.1 | % | ||||||
Sterling Chemicals, Inc. |
Eastman Chemical Co. |
6/22/2011 | 100.0 | % | ||||||
Parkvale Financial Corp. |
F.N.B. Corporation |
6/15/2011 | 120.8 | % | ||||||
RMG Capital Corporation |
Opus Bank |
6/6/2011 | 249.4 | % | ||||||
Orthovita Inc. |
Stryker Corp. |
5/16/2011 | 80.8 | % | ||||||
DEI Holdings, Inc. |
Charlesbank Capital Partners, LLC; Charlesbank Equity Partners VII, L.P. |
5/12/2011 | 165.5 | % | ||||||
Bank of Granite Corporation |
FNB United Corp. |
4/26/2011 | 56.3 | % | ||||||
Bancorp Rhode Island, Inc. |
Brookline Bancorp, Inc. |
4/19/2011 | 54.9 | % | ||||||
Tasty Baking Co. |
Flowers Bakeries, LLC |
4/10/2011 | 77.8 | % | ||||||
Burst Media Corporation |
Blinkx plc |
4/7/2011 | 2817.9 | % | ||||||
National Semiconductor Corporation |
Texas Instruments Inc. |
4/4/2011 | 61.2 | % | ||||||
GS Financial Corp. |
Home Bancorp, Inc. |
3/30/2011 | 82.6 | % | ||||||
Cardiogenesis Corporation |
CryoLife Inc. |
3/28/2011 | 63.2 | % | ||||||
drugstore.com, inc. |
Walgreen Co. |
3/23/2011 | 92.9 | % | ||||||
Century Mining Corp. |
White Tiger Gold Ltd. |
3/14/2011 | 180.0 | % | ||||||
K-SEA Transportation Partners LP |
Kirby Corporation |
3/13/2011 | 52.9 | % | ||||||
Orange Community Bancorp |
Grandpoint Capital, Inc. |
3/10/2011 | 71.6 | % | ||||||
EnergyConnect Group, Inc. |
Johnson Controls Inc. |
3/2/2011 | 87.8 | % | ||||||
America Service Group Inc. |
Corizon, Inc. |
3/2/2011 | 51.0 | % |
9
Target |
Acquirer |
Transaction |
30 Day Control |
|||||||
Clinical Data, Inc. |
Forest Laboratories Inc. |
2/21/2011 | 99.6 | % | ||||||
Frontier Oil Corp. |
Holly Corporation (nka:HollyFrontier Corporation) |
2/21/2011 | 54.3 | % | ||||||
Sonomawest Holdings Inc. |
Stapleton Acquisition Company |
2/18/2011 | 67.5 | % | ||||||
XETA Technologies Inc. |
Quagga Corporation |
2/8/2011 | 69.2 | % | ||||||
Silverleaf Resorts Inc. |
Cerberus Capital Management, L.P. |
2/3/2011 | 110.1 | % | ||||||
Sterling Bancshares Inc. |
Comerica Incorporated |
1/16/2011 | 52.6 | % | ||||||
Microfluidics International Corporation |
IDEX Corporation |
1/10/2011 | 68.8 | % | ||||||
Sonic Solutions |
Rovi Corporation |
12/22/2010 | 52.9 | % | ||||||
Whitney Holding Corp. |
Hancock Holding Co. |
12/21/2010 | 67.6 | % | ||||||
Legacy Bancorp Inc. |
Berkshire Hills Bancorp Inc. |
12/21/2010 | 66.5 | % | ||||||
NHS Health Solutions, Inc. (OTCPK:NHSH) |
|
12/17/2010 | 1300.2 | % | ||||||
Marshall & Ilsley Corporation |
Bank of Montreal |
12/17/2010 | 55.3 | % | ||||||
MidCarolina Financial Corporation |
American National Bankshares Inc. |
12/15/2010 | 149.3 | % | ||||||
InfoLogix, Inc. |
Stanley Black & Decker, Inc. |
12/15/2010 | 143.6 | % | ||||||
North Penn Bancorp Inc. |
Norwood Financial Corp. |
12/14/2010 | 68.7 | % | ||||||
Matrixx Initiatives, Inc. |
H.I.G. Capital, LLC |
12/14/2010 | 64.8 | % | ||||||
Technology Research Corp. |
Coleman Cable, Inc. |
12/2/2010 | 101.1 | % | ||||||
Kurrant Food Enterprises, Inc. |
|
11/30/2010 | 101.0 | % | ||||||
Mercer Insurance Group, Inc. |
United Fire & Casualty Company (nka:United Fire Group, Inc) |
11/30/2010 | 53.1 | % | ||||||
Baldor Electric Company, Inc. |
ABB Ltd. |
11/29/2010 | 51.1 | % | ||||||
Caprius, Inc. |
Vintage Capital Group, LLC |
11/10/2010 | 132.1 | % | ||||||
Optelecom-NKF Inc. |
TKH Group NV |
11/10/2010 | 71.3 | % | ||||||
BakBone Software, Inc. |
Quest Software Inc. |
11/8/2010 | 120.0 | % | ||||||
Biotel Inc. |
CardioNet, Inc. |
11/5/2010 | 221.8 | % | ||||||
United Retirement Plan Consultants |
Stonehenge Partners, Inc.; Stonehenge Opportunity Fund III, LP |
11/4/2010 | 231.8 | % | ||||||
COMFORCE Corporation |
ABRY Partners, LLC |
11/1/2010 | 78.6 | % | ||||||
First Mercury Financial Corporation |
Fairfax Financial Holdings Limited |
10/28/2010 | 67.3 | % | ||||||
Wilber Corp. |
Community Bank System Inc. |
10/22/2010 | 59.7 | % | ||||||
Fort Orange Financial Corp. |
Chemung Financial Corp. |
10/14/2010 | 64.2 | % | ||||||
First Franklin Corp. |
Cheviot Financial Corp. |
10/12/2010 | 141.7 | % | ||||||
ActivIdentity Corporation |
HID Global Corporation |
10/11/2010 | 51.9 | % | ||||||
King Pharmaceuticals Inc. |
Pfizer Inc. |
10/11/2010 | 52.1 | % | ||||||
Gymboree Corp. |
Bain Capital Private Equity |
10/11/2010 | 71.5 | % | ||||||
Cadence Financial Corp. |
Community Bancorp LLC |
10/6/2010 | 100.2 | % | ||||||
Henry Bros. Electronics, Inc. |
Kratos Defense & Security Solutions, Inc. |
10/5/2010 | 100.0 | % | ||||||
American Community Bancorp Inc. |
German American Bancorp |
10/4/2010 | 75.9 | % | ||||||
Capital Gold Corp. |
Gammon Gold, Inc. |
10/1/2010 | 70.5 | % |
10
Target |
Acquirer |
Transaction |
30 Day Control |
|||||||
ITC^DeltaCom Inc. |
EarthLink Inc. |
10/1/2010 | 106.9 | % | ||||||
Keithley Instruments Inc. |
Danaher Corp. |
9/29/2010 | 136.1 | % | ||||||
National Coal Corp. |
|
9/27/2010 | 56.3 | % | ||||||
AirTran Holdings Inc. |
Southwest Airlines Co. |
9/26/2010 | 69.1 | % | ||||||
NightHawk Radiology Holdings, Inc. |
Virtual Radiologic Corporation |
9/26/2010 | 138.1 | % | ||||||
Hypercom Corp. |
VeriFone Systems, Inc |
9/24/2010 | 134.7 | % | ||||||
Netezza Corporation |
International Business Machines Corp. |
9/19/2010 | 75.4 | % | ||||||
Nu Horizons Electronics Corp. |
Arrow Electronics, Inc. |
9/19/2010 | 116.7 | % | ||||||
ArcSight, Inc. |
Hewlett-Packard Company |
9/13/2010 | 70.4 | % | ||||||
Synthetech Inc. |
W. R. Grace & Co.- Conn |
9/13/2010 | 132.7 | % | ||||||
ZymoGenetics, Inc. |
Bristol-Myers Squibb Company |
9/7/2010 | 139.0 | % | ||||||
A.D.A.M. Inc. |
Ebix Inc. |
8/29/2010 | 89.7 | % | ||||||
AuEx Ventures, Inc. |
Fronteer Gold Inc |
8/28/2010 | 92.8 | % | ||||||
California Oaks State Bank (Thousand Oaks, CA) |
California United Bank |
8/24/2010 | 100.6 | % | ||||||
McAfee, Inc. |
Intel Corporation |
8/18/2010 | 56.0 | % | ||||||
Osteotech, Inc. |
Medtronic Sofamor Danek Inc. |
8/16/2010 | 117.4 | % | ||||||
Trubion Pharmaceuticals Inc. |
Emergent BioSolutions, Inc. |
8/12/2010 | 67.8 | % | ||||||
Allis-Chalmers Energy, Inc. |
Seawell Limited |
8/12/2010 | 87.1 | % | ||||||
Unica Corporation |
International Business Machines Corp. |
8/12/2010 | 111.3 | % | ||||||
Penwest Pharmaceuticals Co. |
Endo Pharmaceuticals Holdings Inc. |
8/9/2010 | 52.9 | % | ||||||
Comm Bancorp Inc. |
F.N.B. Corporation |
8/9/2010 | 127.4 | % | ||||||
Semco Instruments Inc. |
TransDigm Group Incorporated |
8/6/2010 | 138.4 | % | ||||||
Connecticut River Community Bank |
Liberty Bank |
7/23/2010 | 115.0 | % | ||||||
LSB Corporation |
Peoples United Financial Inc. |
7/15/2010 | 72.8 | % | ||||||
First Commerce Bancorp |
Grandpoint Capital, Inc. |
7/14/2010 | 63.3 | % | ||||||
ADC Telecommunications Inc. |
TE Connectivity Ltd. |
7/12/2010 | 64.9 | % | ||||||
Playboy Enterprises Inc. |
Rizvi Traverse Management LLC |
7/8/2010 | 56.1 | % | ||||||
Abraxis BioScience, Inc. |
Celgene Corporation |
6/30/2010 | 61.8 | % | ||||||
Wainwright Bank & Trust Co. |
Eastern Bank Corporation |
6/29/2010 | 106.8 | % | ||||||
Talecris Biotherapeutics Holdings Corp. |
Grifols USA, LLC |
6/6/2010 | 66.6 | % | ||||||
Proginet Corp. |
Tibco Software, Inc. |
6/3/2010 | 53.3 | % | ||||||
Central Jersey Bancorp |
Kearny Financial Corp. |
5/25/2010 | 117.4 | % | ||||||
Virtual Radiologic Corporation |
Providence Equity Partners LLC |
5/16/2010 | 53.6 | % | ||||||
BioSphere Medical, Inc. |
Merit Medical Systems, Inc. |
5/13/2010 | 74.5 | % | ||||||
Brazauro Resources Corp. |
Eldorado Gold Corp. |
5/9/2010 | 121.4 | % | ||||||
Rock of Ages Corp. |
Swenson Granite Company LLC |
5/6/2010 | 56.7 | % | ||||||
Burntsand Inc. |
Open Text Corp. |
4/26/2010 | 130.8 | % | ||||||
Thomas Weisel Partners Group, Inc. |
Stifel Financial Corp. |
4/25/2010 | 95.0 | % | ||||||
Mariner Energy, Inc. |
Apache Corp. |
4/14/2010 | 68.1 | % | ||||||
Dialysis Corporation of America |
U.S. Renal Care, Inc. |
4/13/2010 | 66.8 | % |
11
Target |
Acquirer |
Transaction |
30 Day Control |
|||||||
DynCorp International Inc. |
Cerberus Capital Management, L.P. |
4/11/2010 | 59.7 | % | ||||||
Javelin Pharmaceuticals, Inc. |
Hospira Inc. |
4/9/2010 | 54.9 | % | ||||||
Gold Summit Corp. |
Crown Gold Corporation |
4/9/2010 | 143.6 | % | ||||||
National Dentex Corp. |
GeoDigm Corporation |
4/2/2010 | 102.4 | % | ||||||
Bell Microproducts Inc. |
Avnet Inc. |
3/28/2010 | 54.2 | % | ||||||
Techwell, Inc. |
Intersil Corporation |
3/22/2010 | 50.2 | % | ||||||
Sterling Banks, Inc. |
Roma Financial Corp. |
3/17/2010 | 104.9 | % | ||||||
Facet Biotech Corporation |
Abbott Laboratories |
3/9/2010 | 74.9 | % | ||||||
Southwest Water Co. |
J.P. Morgan Asset Management / Water Asset Management |
3/2/2010 | 81.5 | % | ||||||
Millipore Corporation |
Merck KGaA |
2/28/2010 | 55.1 | % | ||||||
OSI Pharmaceuticals Inc. |
Astellas US Holding, Inc. |
2/12/2010 | 68.0 | % | ||||||
Nipro Diagnostics, Inc. |
Nipro Corporation |
2/2/2010 | 85.5 | % | ||||||
COMSYS IT Partners, Inc. |
ManpowerGroup |
2/1/2010 | 98.5 | % | ||||||
Global Med Technologies, Inc. |
Haemonetics Corp. |
1/31/2010 | 56.4 | % | ||||||
Lodgian, Inc. |
Lone Star Funds |
1/22/2010 | 72.4 | % | ||||||
Catalyst Lighting Group Inc. |
Woodman Management Corp. |
1/15/2010 | 50.7 | % | ||||||
Viskase Companies Inc. |
Icahn Enterprises, L.P. |
1/12/2010 | 72.2 | % | ||||||
Zareba Systems Inc. |
Woodstream Corporation |
1/11/2010 | 101.3 | % | ||||||
Bowne & Co. Inc. |
R.R. Donnelley & Sons Company |
1/8/2010 | 76.9 | % | ||||||
OAK Financial Corp. |
Chemical Financial Corp. |
1/7/2010 | 53.1 | % | ||||||
Halifax Corporation of Virginia |
Global Equity Capital, LLC |
1/6/2010 | 110.5 | % | ||||||
Clear Choice Health Plans, Inc. |
PacificSource Health Plans |
12/29/2009 | 147.2 | % | ||||||
Merrimac Industries, Inc. |
Crane Co. |
12/23/2009 | 67.5 | % | ||||||
Interstate Hotels & Resorts Inc. |
Thayer Lodging Group / Shanghai Jin Jiang International Hotels |
12/18/2009 | 67.9 | % | ||||||
International Royalty Corp |
Royal Gold, Inc. |
12/17/2009 | 77.2 | % | ||||||
California Micro Devices Corporation |
ON Semiconductor Corp. |
12/14/2009 | 56.7 | % | ||||||
Highbury Financial Inc. |
Affiliated Managers Group Inc. |
12/12/2009 | 91.2 | % | ||||||
ICO Inc. |
A. Schulman, Inc. |
12/2/2009 | 88.2 | % |
Source: CAPITAL IQ
12
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