By Greg Roumeliotis and Dhanya Skariachan and Nadia Damouni
NEW YORK (Reuters) - Several private equity firms that have been approached to join in a buyout of Best Buy
Buyout firms are skeptical if the former chairman of the world's largest consumer electronics retailer would be able to overcome a Minnesota anti-takeover law, convince the board to open its books and line up the necessary equity financing, several sources in the private equity community told Reuters on condition of anonymity because the talks are private.
Another concern is whether Schulze has the ammunition or a clear plan to turn around a chain that has posted same-store sales declines in seven of the last eight quarters.
"We knew (private equity) guys who would take a meeting but we couldn't find anybody to commit. If you get this thing wrong, it's like Circuit City," one banker told Reuters, referring to the Best Buy rival that filed for bankruptcy in 2008.
Another private equity source following the matter was also skeptical.
"I don't think anyone has seriously rolled up their sleeves here. In fact a number of people are scratching their heads a little bit, not having an obvious plan," that source said.
Earlier this week, the 71-year-old Schulze expressed interest in buying the struggling retailer for $8.16 billion to $8.84 billion, or $24 to $26 a share. Including the assumption of Best Buy's debt, the total value would be $10.9 billion, making it the year's biggest leveraged buyout so far.
The unsolicited proposal comes at a time when the company, founded by Schulze in 1966, is struggling to fend off online and discount rivals, and tackle its own unwieldy size.
On Monday, Schulze said he has developed a business plan addressing the many challenges Best Buy faces, but did not give details.
Best Buy declined comment on Wednesday. A representative for Schulze did not respond to a request seeking comment.
Schulze, who owns about a fifth of Best Buy's shares, said he planned to fund the deal through a combination of investments from private equity firms, reinvestment of about $1 billion of his own equity, and debt financing.
He said he had held talks with top private equity firms about his proposal, but did not name them. Credit Suisse, Schulze's financial adviser, has said it is highly confident it can arrange the necessary debt financing, Schulze said in a letter to Best Buy Chairman Hatim Tyabji.
Raising $7 billion to $8 billion in debt financing was possible in this market, but raising $3 billion in equity of which Schulze only has $1 billion would be a tough task, one of the sources said.
"It is not like the guy has a plan...there is no traction with any private equity guys other than what every PE guy would say which is keep us in mind we have a lot of capital to do a big deal," that source said.
Also working against the deal is a Minnesota law which says a shareholder who takes a significant stake without prior board approval must wait four years from the date of the investment before a deal can be executed.
If Schulze forms a buyout group, his partners could be deemed to be new acquirers of his shares, and the group would therefore be subject to the four-year waiting period, another person familiar with the matter told Reuters.
Schulze does not plan to take a management role if his offer is accepted, two sources familiar with the matter told Reuters. But he has had held talks with past Best Buy executives who were interested in rejoining the company, including former CEO Brad Anderson and former chief operating officer Allen Lenzmeier, a move that drew some skepticism, especially since they ran the retailer before online shopping became popular.
Schulze has been exploring options for his ownership stake in Best Buy since he resigned from the board in June and was holding talks with the board. He lost the chairmanship after a probe by a board committee found he had failed to tell the board about allegations of personal misconduct by then-CEO Brian Dunn.
At $26 a share, the total transaction value would be about 3 times Best Buy's last 12 months EBITDA, far less than recent retail leverage buyouts, which have generally been done in the 7 to 9 times range, said Anthony Chukumba with BB&T Capital Markets.
Despite the hurdles lined up against a potential deal, a source familiar with Schulze's thinking questioned "why private equity firms would not spend a couple of million dollars on due diligence just to take a look and see what really is going on there."
"It's hard from the outside, you need to study every single store to see which ones make money and which ones can just close. You also need to figure out how expensive it is to get out of the bad leases," that source said.
(Reporting By Dhanya Skariachan, Greg Roumeliotis and Nadia Damouni)