Microsoft Mulling Nook Media LLC Purchase For $1 Billion

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Microsoft is offering to pay $1 billion to buy the digital assets of Nook Media LLC, the digital book and college book joint venture with Barnes & Noble and other investors, according to internal documents we’ve obtained. In this plan, Microsoft would redeem preferred units in Nook Media, which also includes a college book division, leaving it with the digital operation — e-books, as well as Nook e-readers and tablets.

The documents also reveal that Nook Media plans to discontinue its Android-based tablet business by the end of its 2014 fiscal year as it transitions to a model where Nook content is distributed through apps on “third-party partner” devices. Speculation about the plan to discontinue the Nook surfaced in February. The documents we have are not clear on whether the third-party tablets would be Microsoft’s own Windows 8 devices, tablets made by others (including competing platforms) or both. Third-party tablets, according to the document, are due to get introduced in 2014.

Nook e-readers, meanwhile, do not appear to fall into the discontinuation pile immediately. Rather, they’re projected to have their own gradual, natural decline — following the general trend of consumers moving to tablets as all-purpose devices.

Microsoft and B&N representatives declined to comment for this story.

A deal to buy the digital assets of Nook Media is the natural next step for Microsoft, which first announced a plan to work with Barnes & Noble on its Nook devices and content in April 2012, ponying up $300 million at the time to help. That plan included an additional $180 million advance to develop content for its Windows 8 devices — which Nook has been doing.

To date, there have been 10 million Nook devices sold, including both tablets and e-readers, with more than 7 million active subscribers. Microsoft has seen limited interested in its Windows 8 devices (although it says it has sold more than 100 million licenses for the OS to date). Currently the Nook app is available on every major platform, including Android, iOS and Windows.

Nook Media split from the retail arm last October with a $300 million investment by Microsoft for a 16.8 percent stake in the company. The partnership was aimed at getting B&N content on then-nascent Windows 8 tablets. At the time, President of Digital Product at Nook Media, Jamie Iannone, said “It’s hardware, software, content: everything Nook is part of Nook Media. There will always be a long-term relationship between Barnes & Noble and the Nook business.”

Nook’s decline seems to have helped alter company strategy. Barnes & Noble founder Leonard Riggio proposed buying back the whole of the company’s retail operation.

The documents TC has seen values B&N at $1.66 billion. When Nook Media was first formed, the valuation of that division alone was $1.7 billion. When Pearson invested $85 million at a 5 percent stake in January, it was valued at $1.8 billion. If the deal goes through, Microsoft’s $1 billion purchase will be well below the price it had originally bought in at.

The documents, which are based on company filings and management discussions, show the Nook unit brought in total revenue of $1.215 billion for fiscal year 2012 (which for Barnes & Noble ends every April 30th), for a loss of $262 million in earnings before interest, taxes, depreciation and amortization (EBITDA). It expects revenue to fall to $1.091 billion in fiscal year 2013, for a loss of $360 million as tablets are phased out — and estimates revenues to gradually recover, up to $1.976 billion by fiscal year 2017, for EBITDA profit of $362 million.

In the meantime, the Nook division has taken a beating this year following a slow holiday season. The new models have sold at a discount for weeks at a time and their flagship 10-inch Nook HD+ fell from $269 to $179. Kindle is offering the Fire HD for the same price. The hardware, while in many ways superior to Amazon’s, seems to have fallen behind in the race to market share and revenue. If Microsoft steps in, the dedicated e-reader race between the stalwart B&N and Jeff Bezos’ Amazon could be over.

John Biggs contributed to this article.

Update: Publishers’ Lunch notes that there may be other factors in a calculation of the valuation, for example counting Microsoft’s equity stake in the College division, and what impact additional payments made by Microsoft would have. Read more details here.