The company founder, who now will be able to see the firm's confidential information, can't pursue a deal until January if the board rejects his buyout offer.
Now that Best Buy Co. will let founder Richard Schulze peek at its books, Schulze will likely present a formal buyout offer to the board of directors in early September.
"It's not going to take long," said a source close to Schulze, who requested anonymity because of the sensitive nature of the negotiations.
On Monday, Best Buy and Schulze said they struck a deal that allows Schulze to review the company's financial records and formally form a buyout group, which has 60 days to present a proposal to the board.
The company is currently setting up a "data room," where Schulze and his investors can examine Best Buy's financial records. After that, he will make an offer "within days to a week," the source said.
If the board rejects his offer, Schulze won't be able to pursue an acquisition through the company's shareholders until January 2013.
The agreement, however, allows Schulze to present a second offer to the board, which must make a decision in 30 days. If the board still rejects the buyout, Schulze can take his offer directly to investors, either through a special shareholders meeting or the regular annual shareholders meeting in June.
In addition, Best Buy will grant Schulze, who owns 21 percent of the company, two board seats provided he does not violate the deal.
"The agreement establishes a non-exclusive, orderly process which satisfies the requests made by Mr. Schulze, while at the same time protecting the interests of all shareholders," Best Buy said a statement.
If Schulze fails to buy the company, he can't try again for another year. But Schulze is increasingly confident that he will succeed, the source close to him said.
The Star Tribune previously reported that Schulze enlisted four major private equity firms -- KKR Co, Leonard Green Partners, TPG Capital and Apollo Global Management -- to help bankroll a bid worth approximately $9 billion, which includes a mix of equity and debt.
Two sources close to the situation say Schulze has more equity than he needs to finance an offer, which suggests he has recruited money beyond the four private equity firms.
Schulze also has held discussions with Liberty Media Corp. to join the effort as a strategic investor. Led by billionaire John Malone, Liberty Media owns Starz premium cable channel along with stakes in SiriusXM satellite radio, Live Nation, a music promotion business, Time Warner and Viacom.
Yet Wall Street, for the most part, still appears to doubt that Schulze can pull off a deal, analysts say. Best Buy stock Monday closed at $17.87, up a modest 56 cents.
"Should the buyout discussions resume, we would continue to believe a buyout by Schulze as unlikely," Michael Pachter, an analyst with Wedbush Securities, wrote in a recent research note. "We are not optimistic that deal will be completed on the terms described by Mr. Schulze without significant equity participation from a partner, and we do not think he will find such a partner."
One representative of a major Best Buy investor said Schulze can and will make an acceptable offer to shareholders. "We believe he's got the money," said the representative, who requested anonymity because he was not authorized to speak to the media.
Best Buy, which has 7,500 Minnesota employees, has struggled to grow sales as more shoppers use its brick-and-mortar locations to window shop, then buy at Wal-Mart, Amazon.com and Apple stores. In response, Best Buy has sought to cut $800 million in costs over three years, mostly by closing 50 big-box stores.
Best Buy also plans to eliminate more than 1 million square feet of retail space by shrinking stores and closing more locations. The average store size is 37,000 square feet.
The company recently hired Hubert Joly as its next CEO. The former CEO of Carlson, Joly is known as a turnaround specialist with significant international experience. In delaying Schulze's takeover attempt until next year, the company is trying to buy Joly more time to present a credible plan to turn around Best Buy, analysts say.
Schulze, in turn, is building his own leadership team, having already recruited former Best Buy CEO Brad Anderson and former chief operating officer Al Lenzmeier. Schulze founded the company in 1966, when he opened a music store in St. Paul.
This year, the world's largest consumer electronics retailer has seen an exodus of top management.
CEO Brian Dunn abruptly resigned in April amid allegations that he had an inappropriate relationship with a female worker. Schulze agreed to relinquish his chairman title in June and resign from the board in 2013 after acknowledging that he failed to inform the board about Dunn's alleged behavior. Instead, Schulze resigned from the company to explore other options.
Thomas Lee 612-673-4113