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Borders (BGP) To Sell Australian Unit for $110 Million

This is the first in either preparing for a sale by improving equity and debt levels OR, continuing the turnaround by improving liquidity.

From the press release:
Borders Group, Inc. (NYSE: BGP) today announced that it will sell 100 percent of its Australia/New Zealand/Singapore businesses — which includes 30 Borders superstores — to A&R Whitcoulls (ARW), the leading Australasian retailer of books and related products owned by private equity firm Pacific Equity Partners (PEP). The total transaction is valued at up to $110 million and is expected to close next week.

Upon closing of the transaction, Borders Group will receive proceeds of approximately $95 million (AUD) or approximately $90 million (USD based on current exchange rates). Additional deferred payments of up to $15 million (AUD) or approximately $14 million (USD based on current exchange rates) will be paid to Borders Group on or about March 31, 2009 if certain performance targets are achieved.

As part of the agreement, ARW, which owns and operates over 260 stores including Australia’s oldest bookstore chain, Angus & Robertson, as well as popular New Zealand book, magazine and DVD retailer Whitcoulls, among other holdings, will have the right to use the Borders brand throughout Australia/New Zealand/Singapore consistent with a brand licensing pact that is part of the agreement.

“These businesses have performed well led by a talented management team who has consistently delivered strong execution in Borders superstores in Australia, New Zealand and Singapore,” said Borders Group Chief Executive Officer George Jones. “This transaction represents an attractive valuation, permits us to forgo further investment in these businesses, and provides our company with a significant cash infusion to further reduce debt, which is one of our key financial initiatives. ARW is a well respected and highly successful retail company with outstanding leadership that will be strengthened with the addition of the local Borders executive team and our stores. We trust A&R Whitcoulls to successfully manage the Borders brand.”

A&R Whitcoulls Group Managing Director, Ian Draper, said that the Borders assets are complementary to his company’s existing holdings, offering a different yet enhanced shopping experience to Angus & Robertson in Australia and Whitcoulls in New Zealand. “Borders will bring a new dimension to our retail offerings,” he said. “The customer-experience based model invites shoppers to browse with a vast range of books, music, movies and cafes in Borders stores. This model has proven popular in the local market and will complement our existing presence by targeting a different demographic through the premium format and vast selection of products.”

Managing Director of Borders Asia Pacific, John Campradt, will continue to serve in his current role managing the Borders business. “Building the Borders brand throughout Australia, New Zealand and Singapore has been fulfilling,” he said. “Now, we enter an exciting new chapter as part of ARW, which has welcomed our management team, our stores, and our people, and will provide the support we need to drive profitable growth.”

In March the negotiations were put on hold while Borders looked at “other options”, primarily a financing agreement with Pershing and Bill Ackman.

Disclosure (“none” means no position):Long BGP

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Lehman vs Einhorn: Lehman Will Lose

Why can David Einhorn affect Lehman’s (LEH) stock price? The answer is simple really.

It comes down to believe-ability. Einhorn has it, bankers do not.

Investors sitting and watching for the last few years have witnessed the savaging Bill Ackman took from bond insurers MBIA (MBI) and Ambac (ABK) as well as threats from NYC Insurance Commissioner Eric Dinallo. For years they asserted he was “off base” and accused him of spreading rumors, innuendos and outright lies. What happened? Everything Ackman said came to fruition yet he was still blamed for the world’s reaction to the prices of both company’s stocks. As though the actual crippling losses at both company’s has nothing to do with it.

Now it is Einhorn’s turn. Having been short Lehman since last summer, Einhorn is now being blamed for the current rush to sell the stock.

Here is the thing. Einhorn has been saying the same thing for a year now but the stock only cratered since February. Why? The things Einhorn has been saying are now coming true. Lehman has massive CDO exposure, has not written it down properly, has needed more money and has more loses in the works.

Lehman, for its own part is fanning the flames by denying they need money and then going out and raising more of it. Lehman’s advantageous disclosure on page 56 of an SEC filing that seemed to contradict public statements also lead investors to doubt management and gave Einhorn yet more ammunition.

Lehman’s management has spoken about Mr. Einhorn, but they have declined to comment publicly beyond a statement that says Mr. Einhorn “cherry picks” and misconstrues information. Isn’t good enough. Einhorn is being very specific in his critic of the company, unless your refutation of him is the same, you lose. Basically Lehman is saying, “trust us, he is wrong, by the way, got $4 billion you can spare?”

Crying about short sellers is a losers game. Why? If your results and disclosures do not give them anything to stump, they go away or get crushed. When you get into a “tit for tat” with them, they win unless you are 100% accurate and disclose everything not just in a filing, but in public statements. Unless you do both all the time, and Lehman has not, you lose.

PS. The NY Times described Einhorn as a “rabble-rousing hedge fund manager“. Having heard him speak, nothing can be further from the truth. Icahn? Yes, Einhorn? Not by a mile. Einhorn reminds one of a librarian.

Disclosure (“none” means no position):None

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More Thoughts on Sears Holdings (SHLD)

Some thoughts on Sears (SHLD) from articles from the web.

Felix Salmon points out that “Eddie Lampert has given up on the idea of running it as a hedge fund, and in any case Sears is losing money, which means that Lampert can’t invest its free cash flow.” While I like Felix’s writing, I could not disagree more. Lampert has given up trying to be a “retail head”, not a hedge fund manager and losing money does NOT mean Sears is “cash flow negative”.

Evan Newmark in the WSJ has a typical Sears article. He points out that Sears’ “analysts” can’t seem the get is right (true), high profile investors are in the stock (more on that later), the retail side is suffering and shorting the stock at this point is dangerous. The article essentially boils down to a “extrapolation of current events” to future ones.

Jeff Annello over at Cicle of Competence points out “the panic over their cash balances, debt, and decreased cash flow couldn’t be further from the mark. The company ended the quarter with $1.4 billion in cash. In context, their quarterly interest expense comes to $66 million, and the net loss was $56 million. The company is not circling the drain. The fact is, in a bad economy disadvantaged retailers suffer; I’m not sure what is shocking Sears onlookers so much. CEO Bruce Johnson even predicted the company would have higher EBITDA this year than the last.”

He finished pointing out “The story is quickly summed up by Mohnish Pabrai, who to my pleasure, recently disclosed a position in Sears (from the Chicago Tribune)

“Hedge fund investor Mohnish Pabrai has been watching Lampert since he worked his magic at Kmart and until recently viewed Sears shares as too expensive. But last fall—a time when the shares began their decline to below $100—his Irvine, Calif.-based Pabrai Investment Funds began buying and as of March 31 held 517,607 shares, according to Securities and Exchange Commission filings.

“There are two ways to look at Sears,” Pabrai said. “One is as a retailer. The second is as a collection of assets being managed by the greatest capital allocator. And I view it as the latter.”

Remember this: Short-sightedness can be blinding. Those who saw Berkshire Hathaway (BRK.A) as a textile (and a “failing” one at that)* maker were trumped by those who saw it as a collection of assets being managed by a brilliant capitalist.”

* Comment added by me

Concentrated Value has a thought provoking post in which he points out “As of May 23, 2008, Sears Holdings has 132,013,524 outstanding common shares. ESL Investments currently owns 65,639,184 shares giving the fund a 49.7215% ownership stake in SHLD. Notice how SHLD buybacks have significantly slowed as ESL closed in on the 50% ownership stake. Is Lampert timing the buybacks to coincide with a larger event?

Directors & Executive Officers as a group (19 persons) own 55.3% of Sears Holdings. The Tisch family alone owns 4,219,101 shares.

Eddie Lampert’s stake in Auto Nation is 40%. His fund has been aggressively buying shares in 2008. Will Lampert declare a 50% ownership stake in SHLD and AN at the same time?

From Acxiom’s (AXI) 2007 10-K:
“Our client base consists primarily of Fortune 1000 companies in the financial services, insurance, information services, direct marketing, publishing, retail and telecommunications industries. Some of our major clients include American Express (AXP), Bank of America (BAC), Baxter International (BAX), Capital One, CitiGroup (C), City of Chicago, DeLuxe, Discover Card (DFS), eFunds, Federated Department Stores , GE (GE), General Motors (GM), Guideposts, HSBC Bank USA (HSBC), HSBC Technology & Services (USA), IBM (IBM), Information Resources, Inc., JP Morgan Chase (JPM), Philip Morris (MO), Primedia, R.L. Polk, RR Donnelley, Sears, Sprint (S), TransUnion and Washington Mutual (WM).”

RBS Partner’s recently took up a 4.2% stake in the company. Everyone knows Lampert is a data mining geek constantly scrutinizing sales data. Acxiom’s value proposition is the enormous amount of data it owns on consumers and their buying habits. How do you value all the large longitudinal data sets currently provided by Acxiom? If large diversified retailer purchased Acxiom, would it provide a competitive advantage?

Deep value investors (Fairholme, Pershing Square, Force Capital, Perry, RBS, Legg Mason) and insiders own over 80% of the shares. They are not selling; in fact, Fairholme practically doubled its shares since their last filing. Would Fairholme make an $800M bet on SHLD on the allure of Lampert alone? Would Ackman buy $600M in SHLD if he did not see something? The same guy that reportedly read over 100,000 pages during his analysis of short sale of MBIA (MBI) and Ambac (ABK).”

Sears boils down to a company with a very concentrated shareholder base who also happen to be some of the most successful investors today. Should one think “Lampert does not know what he is doing” then one also has to then say Berkowitz, Ackman, Pabrai, Perry etc. have also been hoodwinked or enjoy losing money with a colleague. It is obvious neither are true.

Far too often people think a current situation is a irreversible path. That is good because without such erroneous thought processes, value investing would not exist.

Disclosure (“none” means no position):Long SHLD, AN, None

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Target's CFO: Why?

I just do not understand, given what has happened to those recently who have opened their mouths, why someone would do this.

Target’s (TGT) CFO said earlier this week the company could potentially pay a higher dividend, following an increase to the payout last year. “I clearly think that there’s room to increase the dividend,” Chief Financial Officer Doug Scovanner said at a conference broadcast on the Internet. But he added: “I do not believe that we are likely to fundamentally alter the dividend yield in any abrupt kind of way.”

Last June, Target increased its quarterly dividend by 2 cents per share to 14 cents per common share for a current yield of 1%.

Target has been using excess cash to buy back shares as part of a $10 billion share repurchase plan announced in November after agitation from Bill Ackman. It has said it expects to complete half or more of the stock buyback program by the end of the year.

Why is even talking about a dividend that yield 1%? It is out there now. Because you were ambiguous about it, people will want it increased and will be upset when you do not deliver. Why create an issue over a 56 cent annual payout? Now, admittedly this is not a onerous as a earnings “guarantee” but the fact that hew did not dismiss it, and actually gave it credibility will give it life.

If that is not in the plans, just say so. Dismiss it, put it to bed, and move one. Do not let it linger for people to run with.

Anything short of doubling the dividend keeps it insignificant for shareholders, ignore it. To be honest, they would probably do better by shareholders by scrapping the stupid thing and using the same cash to repurchase shares. I mean 1%?

Think about it. Target will spend about $460 million this year on dividends. At current prices they could use that to repurchase 8.2 million shares of 1% of the outstanding total. I would argue doing that each year would benefit shareholder more than a 1% yield will. Now, as they continue to repurchase the shares, that same money would by incrementally more of the outstanding number on a percentage basis.

There is a reasons that investors like Ackman, Lampert and Berkshire’s (BRK.a) Buffett never talk about 1% yields when talking about investing. There are better uses for the cash.

Disclosure (“none” means no position):None

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Target’s CFO: Why?

I just do not understand, given what has happened to those recently who have opened their mouths, why someone would do this.

Target’s (TGT) CFO said earlier this week the company could potentially pay a higher dividend, following an increase to the payout last year. “I clearly think that there’s room to increase the dividend,” Chief Financial Officer Doug Scovanner said at a conference broadcast on the Internet. But he added: “I do not believe that we are likely to fundamentally alter the dividend yield in any abrupt kind of way.”

Last June, Target increased its quarterly dividend by 2 cents per share to 14 cents per common share for a current yield of 1%.

Target has been using excess cash to buy back shares as part of a $10 billion share repurchase plan announced in November after agitation from Bill Ackman. It has said it expects to complete half or more of the stock buyback program by the end of the year.

Why is even talking about a dividend that yield 1%? It is out there now. Because you were ambiguous about it, people will want it increased and will be upset when you do not deliver. Why create an issue over a 56 cent annual payout? Now, admittedly this is not a onerous as a earnings “guarantee” but the fact that hew did not dismiss it, and actually gave it credibility will give it life.

If that is not in the plans, just say so. Dismiss it, put it to bed, and move one. Do not let it linger for people to run with.

Anything short of doubling the dividend keeps it insignificant for shareholders, ignore it. To be honest, they would probably do better by shareholders by scrapping the stupid thing and using the same cash to repurchase shares. I mean 1%?

Think about it. Target will spend about $460 million this year on dividends. At current prices they could use that to repurchase 8.2 million shares of 1% of the outstanding total. I would argue doing that each year would benefit shareholder more than a 1% yield will. Now, as they continue to repurchase the shares, that same money would by incrementally more of the outstanding number on a percentage basis.

There is a reasons that investors like Ackman, Lampert and Berkshire’s (BRK.a) Buffett never talk about 1% yields when talking about investing. There are better uses for the cash.

Disclosure (“none” means no position):None

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Barnes & Nobel (BKS) looking at Borders (BGP)

The biggest part of this news is not the possible Barnes and Nobel (BKS) bid for Borders (BGP)

Here is the big news, according to the Wall St. Journal,30 people, including strategic buyers and private equity firms, have either signed confidentiality agreements or are in talks to sign agreements so they can look at a bid for Borders.

There are some anti-trust issue with a possible BKS bid. Amazon (AMZN) is the #2 book seller with 15% of the market and a BKS, BGP combo would then have over 30%. Based on recent results (Whole Foods (WFMI) & Wild Oats, XM (XMSR) & Sirius (SIRI)) however, even if the government did object, chances are the merger would still eventually go through anyway.

Just yesterday, Carlye’s David Rubenstein said that, far from being dead, private equity deals in the $2 billion to $4 billion range will take precedence. “We are casting our net wider for $2 billion to $4 billion deals that will require little or no debt” said Rubenstein. He continued, “I think that the bottom has been hit in terms of private-equity investing activity and you’re now beginning to see the upward swing”.

Borders has a current market cap of $350 million and $580 million in debt. A deal that gave shareholders $12 a share would come in at $1.3 billion and change. At this price, the number of buyers who could purchase the chain is plentiful and perhaps the reason for the wide interest.

30 potential buyers will make for a very interesting and competative bidding process and is very good for shareholders.

We bought shares at $5 and change looking for this very possibility, not as a long term permanent holding. While sure this would eventually happen, I thought it was far more likely towards the fall as the Ackman financing and dilution deadline approached.

Either way, gonna be a fun summer with this one.

Disclosure (“none” means no position):Long BGP, none

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Time to Buy Ambac?

Recent events may say that Ambac (ABK) has bottomed..

1- Ackman:
According to his SEC filing today, Pershing’s Bill Ackman no longer hold a short position in the company. The most vocal critic of the bond insurers, Ackman’s actions show he feels the downside from here is limited. It is also of note that he dramatically also scaled back his short exposure to MBIA (MBI) since December.

2- Whitman:
Value investor Martin Whitman has picked up over 10 million shares of the bond insurer. Whitman, whose Third Avenue Value has trounced the markets since its inception, is famous for his bets in troubled companies.

3- Exposure:
Ambac recently responded to a Moody’s rating inquiry “we have already taken substantial reserves against our CES and HELOC portfolios (48% and 33%, respectively, against below investment grade exposure). Moreover, we have not assumed any recoveries related to our active remediation efforts. Despite very stressful loss estimates of our portfolio, we believe we have already exceeded Moody’s stressed Aaa target as of April 30th, 2008 and we continue to build excess capital.”

It also said “Ambac has no material exposure to subprime borrowers in either asset class. The estimated range of average FICO scores for borrowers within pools we’ve insured in these asset classes is 695 – 745.”

The big news is the Ackman exit. Without his negative commentary (and the specter of his presence) on the insurers, sentiment will begin to turn and the value investors that have bought shares and their outlook will begin to take a dominant role.

It has become clear that the NY Insurance Commissioners Office has decided that these two, MBIA and Ambac will not fail. They have held off ratings downgrades and the public statements from the office are always an attempt to reassure investors. Let’s also not forget that a failure of either of these will not exactly put the Office in the best of light. Without pal Eliot Spitzer to look out for him, Commissioner Dinallo may be in danger of being able to “pursue other opportunities”.

That being said, the downward heat on both companies just subsided big time. With smart money pouring into Ambac, I think it may be time to take a small stake..

Disclosure (“none” means no position):None

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Pershing Releases 13-F: More Sears, No Longer Short Ambac

Bill Ackman released the 13-F for his hedge fund today. Here are the current holdings. Missing is Ambac…

Holdings (in $ millions)
Target (TGT)= $1,215.9
Target (TGT)= $133 (calls)
Sears Holdings (SHLD)= $794.3
Barnes and Nobel (BKS)= $200.4
Borders (BGP)= $62.1
MBIA (MBI)= -$74 (puts)
Greenlight Capital (GLRE)= $4.5
Wendy’s (WEN)= $164.6
Cadbury Schwepps (CBY)= $1.6

Some big news as there is a a $150 million increase in Sears Holdings and Ackman is no longer short Ambac (ABK). He also reduced his MBIA short from over $500 million as of 12/31 to its current level.

Disclosure (“none” means no position):Long SHLD, BGP, None

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Wal-Mart Beats…….Yawn

Like McDonald’s (MCD), this isn’t really so much news anymore. Should they ever miss, only then will it be.

Wal-Mart (WMT) today reported its sales and earnings for the quarter ended April 30, 2008. Net sales for the first quarter of fiscal year 2009 were approximately $94.1 billion, an increase of 10.2 percent over $85.4 billion for the first quarter of fiscal year 2008. Net income for the quarter was $3.022 billion, an increase of 6.9 percent from $2.826 billion in the first quarter of fiscal year 2008. Diluted earnings per share for the first quarter of fiscal year 2009 were $0.76, up from $0.68 per share in the same prior year quarter.

In early April
I said “a common refrain out there is that people are trading down to Wal-Mart from Target (TGT). I happen to disagree. While I think some people are indeed trading down, the changes the company has made to scores of locations, it online dominance and its new “Save More, Live Better” ad campaign have more to do with it. But, for arguments sake, lets go with “trading down”.

The wealth loss in the US is due to one thing, housing. People still have jobs as the unemployment rate is low and wages are actually rising. It is the value of their homes, their largest expense, and the fear that illicits are creating the current environment.

Now, since housing prices have fallen at the fastest rate in almost 100 years, this wealth deficit has been dramatic. It also means that a recovery to pre-bubble levels will take years, maybe decades. People who bought homes in the last 3 years have a negative equity or, now not enough to tap for loans. Sensing this, they will spend accordingly.

If this is the reason people are running to Wal-Mart rather than the other retailers, one can only assume this trend will be in effect for the foreseeable future.

For shareholders of Wal-Mart, that is indeed good news. For holders of Target (TGT), JC Penny (JCP), Macy’s (M) and others, it means rapidly shrinking margins and the necessity to redefine themselves.”

As each quarter is pout in the books, this appears to not only becoming fact, but the pace at which is doing so is accelerating. Target is already out there stumping about their prices and the “value” they give shoppers rather than focusing on their trendy image as they have in the past.

Even Bill Ackman, who holds a 10% economic interest in the company recently acknowledged this on CNBC recently when he said “because Target has bright clean isles, it is perceived as being more expensive.”. While I think that is too simplistic a reason, it is true they are perceived that way. It isn’t because they are clean (new and refurbished Wal-Mart’s are just as nice), it is because Wal-Mart pounds their value proposition into our heads ever day, unlike Target. Target, until recently has focused on their fashion and people equate fashion with expensive.

This isn’t a trend one ought to expect top reverse anytime soon.

Disclosure (“none” means no position):Long WMT, MCD, None

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Ackman on Investing (Part 2)

This part has a pretty detailed discussion on bond insurers Ambac (ABK), MBIA (MBI), banks (Bear Sterns (BSC)) as well as more on Target (TGT).

If you have not seen it, watch part one first:

Video:

Disclosure (“none” means no position):None

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Chicago Tribune Corrects Ackman / Lampert Story

After several stories in the MSM and blogs yesterday erroneously said Pershings Bill Ackman flew to Sears Holdings (SHLD) annual meeting to confront Chairman Edward Lampert “because you will not take our calls”, the Tribune issued a correction.

“A story in Tuesday’s business section mischaracterized the reason activist investor William Ackman attended the annual meeting of Sears Holdings Corp. Ackman said he flew to Hoffman Estates from New York to hear Sears Chairman Edward Lampert speak. He had not tried to call Lampert.”

Here is a link to the correction:

This is troubling for the simple reason that the story in the Tribune has fictitious information. Another story in the NY Post reiterated it and one can only come to the conclusion the authors just invented most of it.

What is even worse is the tribune has changed the story online. If you do a Google search for “ackman lampert calls” you get the following results. You’ll notice the Tribune link says “But Ackman traveled thousands of miles to attend the meeting because Lampert wouldn’t take his call, the investor said in an interview after the event…” Yet, that is curiously missing from the story and the correction that has been made is not noted.

The heading “Wouldn’t Take Call” is still there in the actual article, but no mention of what it is talking about. A sloppy whitewash..

It is one things to misquote someone slightly, it is another entirely to invent an conversation…

Disclosure (“none” means no position):Long SHLD

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Pershing's William Ackman Talks Investing (Part 1)

Pershing’s Bill Ackman talks about Target (TGT), Ambac (ABK), Goldman Sachs (GS), sort selling and CDO’s. This is good stuff…

Disclosure (“none” means no position):None

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Pershing’s William Ackman Talks Investing (Part 1)

Pershing’s Bill Ackman talks about Target (TGT), Ambac (ABK), Goldman Sachs (GS), sort selling and CDO’s. This is good stuff…

Disclosure (“none” means no position):None

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Ackman Active, Except at Sears

With the news that Target (TGT) has agreed to sell $3.6 billion worth of credit card receivables to JP Morgan (JPM), one cannot help but notice he has made not a single demand from Edward Lampert at Sears holdings (SHLD). This would be the only investment in memory he has taken such a stance.

Ackman was at Sears’ annual meeting yesterday and did ask a few benign questions. According to Ackman, his 5 million share investment in Sears “is due to Eddie Lampert”.

Now some will say that Ackman has bee quiet because “he knows Lampert” or some such foolishness. Let’s be honest, you do not invest over $500 million and keep quiet if you think things are not being done properly. Last time I checked, Ackman was loath to not speak up when he thought management was not doing the proper things.

Now, some out there have claimed Lampert’s statement yesterday that Sears was “cutting costs” means he “took the late train”. The assumption must be that because he only talks to folks maybe 4 times a year that when he says something it only happens from that point on? It has not been an ongoing effort? This is just disingenuous at best and totally dishonest at worst. These are the same folks that have complained for the past two years that Lampert has “cut costs too much” at Sears and the retailer has suffered because of it. Let’s get the story straight folks. Which is it? Is he late cutting costs or has he cut them too much?

Now let’s look at it. Other retailers like JC Penny (JCP) and Macy’s (M) are taking on additional debt to get through the current environment. Target (TGT) is shedding valuable assets. Only Wal-Mart (WMT) is thriving. Sears, suffering like the rest of the industry is actually repurchasing stock and paying off debt, improving an already industry best balance sheet.

In short, Lampert is acting like a guy who is in this thing for the next few decades, not quarters.

Disclosure (“none” means no position):Long SHLD, WMT, none

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Pershing Updates Borders (BGP) Stake

Bill Ackman files a 13-D/A regarding his holdings in borders (BGP).

From the 13D/A filed yesterday:

“As of April 9, 2008, as reflected in this Amendment No. 7, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 20,147,880 shares of Common Stock (approximately 28.8% of the outstanding shares). This includes warrants covering 9,550,000 shares of Common Stock (as further described below in Item 4). The Reporting Persons own cash settled, total return equity swaps covering 4,805,463 notional shares of Common Stock (as previously disclosed). The notional shares that underlie such swaps are not included in the totals set forth in the charts earlier in the Schedule 13D. The aggregate economic exposure of the Reporting Persons to shares of Common Stock, including the aggregate shares of Common Stock beneficially owned by the Reporting Persons plus the aggregate notional shares underlying such swaps, represents approximately 35.6% of the sum of the outstanding shares of Common Stock and the shares of Common Stock underlying such warrants.”

Disclosure (“none” means no position):Long BGP

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