SC 13D/A

0000950123-09-002946.txt : 20090217 0000950123-09-002946.hdr.sgml : 20090216 20090217164956 ACCESSION NUMBER: 0000950123-09-002946 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: BGP HOLDINGS CORP. GROUP MEMBERS: PERSHING SQUARE GP, LLC GROUP MEMBERS: PS MANAGEMENT GP, LLC GROUP MEMBERS: WILLIAM A. ACKMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BORDERS GROUP INC CENTRAL INDEX KEY: 0000940510 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 383294588 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52269 FILM NUMBER: 09614877 BUSINESS ADDRESS: STREET 1: 100 PHOENIX DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: (734) 477-1100 MAIL ADDRESS: STREET 1: 100 PHOENIX DRIVE CITY: ANN ARBOR STATE: MI ZIP: 48108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 IRS NUMBER: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 y01088sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Borders Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

099709107

(CUSIP Number)

Roy J. Katzovicz, Esq.
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42^nd Floor
New York, New York 10019
212-813-3700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

with copies to:

Andrew G. Dietderich, Esq.
Alan J. Sinsheimer, Esq.
Sullivan & Cromwell LLP
125 Broad Street, New York, New York 10004
212-558-4000

February 13, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		099709107

NAME OF REPORTING PERSON

Pershing Square Capital Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

25,297,880

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

25,297,880

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,297,880

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.62%¹

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

¹ This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of December 5, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 1, 2008 and warrants covering 14,700,000 shares of Common Stock.


CUSIP No.		099709107

NAME OF REPORTING PERSON

PS Management GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

25,297,880

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

25,297,880

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,297,880

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.62%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

² This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of December 5, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 1, 2008 and warrants covering 14,700,000 shares of Common Stock.


CUSIP No.		099709107

NAMES OF REPORTING PERSON

Pershing Square GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

14,779,433

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

14,779,433

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,779,433

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

19.64%³

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

³ This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of December 5, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 1, 2008 and warrants covering 14,700,000 shares of Common Stock.


CUSIP No.		099709107

NAME OF REPORTING PERSON

William A. Ackman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

25,297,880

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

25,297,880

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,297,880

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

33.62%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

⁴ This calculation is based on 75,238,934 shares of common stock of Borders Group, Inc. This figure is based on 60,538,934 shares of Common Stock outstanding as of December 5, 2008 as reported in its quarterly report on Form 10-Q for the quarterly period ended November 1, 2008 and warrants covering 14,700,000 shares of Common Stock.


CUSIP No.		099709107

NAME OF REPORTING PERSON

BGP Holdings Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

8,798,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

-0-

WITH

SHARED DISPOSITIVE POWER

8,798,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,798,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.69%⁴

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

This Amendment No. 10 (this “Amendment No. 10”) amends and supplements the statement on Schedule 13D, as amended to date (the “Schedule 13D”), by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), (ii) PS Management GP, LLC, a Delaware limited liability company (“PS Management”), (iii) Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”), (iv) William A. Ackman, a citizen of the United States of America, and (v) BGP Holdings Corp., a Delaware corporation (collectively, the “Reporting Persons”), relating to the common stock (the “Common Stock”) of Borders Group, Inc., a Michigan corporation (the “Issuer”). Unless otherwise defined herein, capitalized terms used herein shall have such defined meanings as previously used in the Schedule 13D filed by the Reporting Persons.

As of February 13, 2009, as reflected in this Amendment No. 10, the Reporting Persons are reporting beneficial ownership on an aggregate basis of 25,297,880 shares of Common Stock (approximately 33.62% of the outstanding shares). This includes warrants covering 14,700,000 shares of Common Stock, which represents 9,550,000 warrants received on April 9, 2008 and 5,150,000 warrants received on October 1, 2008 (each, as previously disclosed). The Reporting Persons own cash settled total return equity swaps covering 4,376,163 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 39.44% of the sum of the outstanding shares of Common Stock and the shares of Common Stock underlying such warrants.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented, as follows:

On January 27, 2009, Pershing Square and the Issuer agreed to amend the Purchase Offer Letter (the “Second Amendment of Purchase Offer”) to shorten the requisite notice period for acceptance of Pershing Square’s backstop purchase offer on behalf of certain funds managed by Pershing Square, set forth in the Purchase Offer Letter, such that, subject to various terms and conditions previously disclosed on this Schedule 13D, the Issuer may accept the offer by executing and delivering an irrevocable written notice of such acceptance no later than 5 calendar days prior to expiration of the offer. On February 11, 2009, Pershing Square and the Issuer agreed to further amend the Purchase Offer Letter (the “Third Amendment of Purchase Offer”) to shorten such requisite notice period to 3 calendar days prior to expiration of the offer. Other than as set forth in the Third Amendment of Purchase Offer, all terms and conditions remain in place.

On February 13, 2009, Pershing Square and the Issuer entered into that certain Extension and Amendment of Purchase Offer (the “Second Extension of Purchase Offer”) to extend, subject to various terms and conditions previously disclosed on this Schedule 13D, Pershing Square’s backstop purchase offer on behalf of certain funds managed by Pershing Square, set forth in the Purchase Offer Letter, from February 16, 2009 to April 15, 2009, and to amend the requisite notice period for acceptance of such backstop purchase offer such that, subject to various terms and conditions previously disclosed on this Schedule 13D, the Issuer may accept the offer by executing and delivering an irrevocable written notice of such acceptance by no later than 10 business days prior to expiration of the offer. The Second Extension of Purchase Offer also provides that the Issuer will make a payment to Pershing Square in an aggregate amount of $750,000 as reimbursement of expenses and as consideration for the extension of Pershing Square’s backstop purchase offer on behalf of certain funds managed by Pershing Square. Pershing Square received such payment of $750,000 on February 13, 2009. Other than as set forth in the Second Extension of Purchase Offer, all terms and conditions remain in place.

On February 13, 2009, Pershing Square, certain of its affiliates and the Issuer entered into that certain Second Amendment to the Senior Secured Credit Agreement (the “Second Amendment to the Senior Secured Credit Agreement”) to extend the deadline for repayment of the $42,500,000 senior secured term loan owed under the Credit Agreement, as amended pursuant to the First Amendment to the Senior Secured Credit Agreement, by the Issuer to Pershing Square and certain of its affiliates, from February 16, 2009 to April 15, 2009. The Second Amendment to the Senior Secured Credit Agreement also provides for reimbursement of expenses in connection with amendments to the Credit Agreement pursuant to Section 14.2 of the Credit Agreement. Other than as set forth in the Second Amendment to the Senior Secured Credit Agreement, all terms and conditions remain in place.

On February 13, 2009, Pershing Square, the Issuer and Richard T. McGuire, III agreed to terminate the January 17, 2008 Letter Agreement (the “Termination Agreement”). The confidentiality provisions set forth in the January 17, 2008 Letter Agreement will continue to apply to information exchanged between the parties subject to such provisions prior to the date of the Termination Agreement.

The foregoing summary of the above-referenced agreements and the contemplated transactions is not complete and is subject in its entirety to the Second Amendment of Purchase Offer, the Third Amendment of Purchase Offer, the Second Extension of Purchase Offer, the Second Amendment to the Senior Secured Credit Agreement and the Termination Agreement, which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto and are incorporated herein by reference.

The Reporting persons have been and continue to be in discussions with the Issuer regarding the Financing Transactions, including the backstop purchase offer, set forth in the Purchase Offer Letter, as extended and amended and alternative commitments and transactions. Notwithstanding anything to the contrary in this Schedule 13D or otherwise, the Reporting Persons may cease these discussions at any time and can make no assurance that any Financing Transaction will be successfully negotiated and/or consummated.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is hereby supplemented, as follows:

On January 27, 2009, Pershing Square and the Issuer entered into the Second Amendment of Purchase Offer, which is summarized in Item 4 above, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

On February 11, 2009, Pershing Square and the Issuer entered into the Third Amendment of Purchase Offer, which is summarized in Item 4 above, is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

On February 13, 2009, Pershing Square and the Issuer entered into the Second Extension of Purchase Offer, which is summarized in Item 4 above, is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

On February 13, 2009, Pershing Square, certain of its affiliates and the Issuer entered into the Second Amendment to the Senior Secured Credit Agreement, which is summarized in Item 4 above, is filed as Exhibit 99.4 hereto and is incorporated herein by reference.

On February 13, 2009, Pershing Square, the Issuer and Richard T. McGuire, III entered into the Termination Agreement, which is summarized in Item 4 above, is filed as Exhibit 99.5 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby supplemented by adding the following exhibits:


Exhibit 99.1		Amendment of Purchase Offer, dated January 27, 2009, between Pershing Square Capital Management, L.P. and Borders Group, Inc.

Exhibit 99.2		Amendment of Purchase Offer, dated February 11, 2009, between Pershing Square Capital Management, L.P. and Borders Group, Inc.

Exhibit 99.3		Extension and Amendment of Purchase Offer, dated February 13, 2009, between Pershing Square Capital Management, L.P. and Borders Group, Inc.

Exhibit 99.4		Second Amendment to the Senior Secured Credit Agreement, dated February 13, 2009, among Borders Group, Inc., the guarantors named therein, the lenders named therein and Pershing Square Capital Management, L.P., as administrative agent and collateral agent.

Exhibit 99.5		Letter Agreement, dated February 13, 2009, between Pershing Square Capital Management, L.P., Borders Group, Inc. and Richard T. McGuire, III.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.


Date: February 17, 2009	PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
	By:	PS Management GP, LLC, its General Partner

	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PS MANAGEMENT GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	PERSHING SQUARE GP, LLC
	By:	/s/ William A. Ackman
		William A. Ackman
		Managing Member

	/s/ William A. Ackman
	WILLIAM A. ACKMAN

	BGP HOLDINGS CORP.
	By:	/s/ William A. Ackman
		William A. Ackman
		Authorized Representative

EX-99.1 2 y01088exv99w1.htm EX-99.1: AMENDMENT OF PURCHASE OFFER EX-99.1

Exhibit 99.1

January 27, 2009

Borders Group, Inc.
100 Phoenix Drive
Ann Arbor, MI 48108


Attention:		Mr. Ron Marshall, President and Chief Executive Officer

AMENDMENT OF PURCHASE OFFER

Ladies and Gentlemen:

Reference is made to our letter to you, dated as of April 9, 2008, as extended pursuant to our letter to you, dated as of December 22, 2008 and as amended pursuant to our letter to you, dated as of January 16, 2009 (the “Purchase Offer Letter”). Capitalized terms used but not defined have the meanings specified in the Purchase Offer Letter.

The reference in Section 1 of the Purchase Offer Letter to “10 Business Days” is hereby replaced with the term “5 calendar days.” The reference in Section 9(i) of the Purchase Offer Letter to “10^th Business Day” is hereby replaced with the term “5^th calendar day.” For the avoidance of doubt, Seller may accept the purchase offer for the UK Business by executing and delivering irrevocable written notice of such acceptance to Buyer no later than February 11, 2009.

The parties hereto agree to revise the form Stock Purchase Agreement attached as Exhibit A to the Purchase Offer Letter promptly prior to its execution and delivery in accordance with the provisions of the Purchase Offer Letter, so as to replace the reference to “tenth business day” in Section 1.3 with the term “fifth calendar day.”

For the avoidance of doubt, the Purchase Offer Letter shall remain in full force and effect in accordance with its original terms, except as expressly amended or modified by this letter agreement.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.


		Very truly yours,

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
		By: PS Management GP, LLC, its General Partner

		By: Name:		/s/ William A. Ackman William A. Ackman, Managing Member

Agreed to and accepted this
27th day of January, 2009

BORDERS GROUP, INC.


By: Name:		/s/ Mark Bierley Mark Bierley
Title:		Executive Vice President and Chief Financial Officer

EX-99.2 3 y01088exv99w2.htm EX-99.2: AMENDMENT OF PURCHASE OFFER EX-99.2

Exhibit 99.2

February 11, 2009

Borders Group, Inc.
100 Phoenix Drive
Ann Arbor, MI 48108


Attention:		Mr. Ron Marshall, President and Chief Executive Officer

AMENDMENT OF PURCHASE OFFER

Ladies and Gentlemen:

Reference is made to our letter to you, dated as of April 9, 2008, as extended pursuant to our letter to you, dated as of December 22, 2008 and as amended pursuant to our letters to you, dated as of January 16, 2009 and January 27, 2009 (the “Purchase Offer Letter”). Capitalized terms used but not defined have the meanings specified in the Purchase Offer Letter.

The reference in Section 1 of the Purchase Offer Letter to “5 calendar days” is hereby replaced with the term “3 calendar days.” The reference in Section 9(i) of the Purchase Offer Letter to “5^th calendar day” is hereby replaced with the term “3^rd calendar day.” For the avoidance of doubt, Seller may accept the purchase offer for the UK Business by executing and delivering irrevocable written notice of such acceptance to Buyer no later than 11:59 p.m. on February 13, 2009.

The parties hereto agree to revise the form Stock Purchase Agreement attached as Exhibit A to the Purchase Offer Letter promptly prior to its execution and delivery in accordance with the provisions of the Purchase Offer Letter, so as to replace the reference to “fifth calendar day” in Section 1.3 with the term “third calendar day.”

For the avoidance of doubt, the Purchase Offer Letter shall remain in full force and effect in accordance with its original terms, except as expressly amended or modified by this letter agreement.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.


		Very truly yours,

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
		By: PS Management GP, LLC, its General Partner

		By: Name:		/s/ William A. Ackman William A. Ackman, Managing Member

Agreed to and accepted this
11th day of February, 2009

BORDERS GROUP, INC.


By: Name:		/s/ Mark Bierley Mark Bierley
Title:		Executive Vice President and Chief Financial Officer

EX-99.3 4 y01088exv99w3.htm EX-99.3: EXTENSION AND AMENDMENT OF PURCHASE OFFER EX-99.3

Exhibit 99.3

February 13, 2009

Borders Group, Inc.
100 Phoenix Drive
Ann Arbor, MI 48108


Attention:		Mr. Ron Marshall, President and Chief Executive Officer

EXTENSION AND AMENDMENT OF PURCHASE OFFER

Ladies and Gentlemen:

Reference is made to our letter to you, dated as of April 9, 2008, as extended pursuant to our letter to you, dated as of December 22, 2008 and as amended pursuant to our letters to you, dated as of January 16, 2009, January 27, 2009 and February 11, 2009 (the “Purchase Offer Letter”). Capitalized terms used but not defined have the meanings specified in the Purchase Offer Letter.

This confirms your and our agreement that:

(i) the Drop-Dead Date is hereby extended to April 15, 2009, or such later date as you and we may mutually agree in writing; and

(ii) the reference in Section 1 of the Purchase Offer Letter to “3 calendar days” is hereby replaced with the term “10 Business Days,” and the reference in Section 9(i) of the Purchase Offer Letter to “3^rd calendar day” is hereby replaced with the term “10^th Business Day.” For the avoidance of doubt (x) the terms “Business Day” and “business day” used in the Purchase Offer Letter shall have the same meaning ascribed to the term “business day” in the form Stock Purchase Agreement (the “Form SPA”) attached as Exhibit A to the Purchase Offer Letter, and (y) Seller may accept the purchase offer for the UK Business by executing and delivering irrevocable written notice of such acceptance to Buyer by no later than 11:59 p.m. on March 30, 2009.

The parties hereto agree to revise the Form SPA promptly prior to its execution and delivery in accordance with the provisions of the Purchase Offer Letter, so as to replace the reference to “third calendar day” in Section 1.3 with the term “tenth business day.”

The parties hereto agree and acknowledge that Seller is making today a payment to Buyer in an aggregate amount of $750,000 as reimbursement of expenses of Buyer and as consideration for the extension of the Drop-Dead Date as set forth herein and the receipt of such funds by Buyer today is a condition precedent to the effectiveness of this letter agreement.

For the avoidance of doubt, the Purchase Offer Letter and the Form SPA shall remain in full force and effect in accordance with their original terms, except as expressly amended or modified by this letter agreement.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

[signatures on following page]

-2-


		Very truly yours,

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
		By: PS Management GP, LLC, its General Partner

		By: Name:		/s/ William A. Ackman William A. Ackman, Managing Member

Agreed to and accepted this
13^th day of February, 2009

BORDERS GROUP, INC.


By: Name:		/s/ Mark Bierley Mark Bierley
Title:		Executive Vice President and Chief Financial Officer

-3-

EX-99.4 5 y01088exv99w4.htm EX-99.4: SECOND AMENDMENT TO THE SENIOR SECURED CREDIT AGREEMENT EX-99.4

Exhibit 99.4

SECOND AMENDMENT TO THE SENIOR SECURED CREDIT AGREEMENT, dated as of February 13, 2009 (this “Amendment”), made by and among (a) Borders Group, Inc., a Michigan corporation (the “Borrower”), (b) Pershing Square Credit Partners LLC, a Delaware limited liability company (“Pershing Square” or a “Lender), (c) PSRH, Inc., a Cayman Islands exempted company (a “Lender”, and collectively with Pershing Square, the “Lenders”), and (d) Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Collateral Agent” and the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement (as hereinafter defined).

RECITALS

WHEREAS, the Borrower, the Lenders, the Collateral Agent, the Administrative Agent and certain other parties entered into that certain Senior Secured Credit Agreement, dated as of April 9, 2008 as amended by the First Amendment to the Senior Secured Credit Agreement, dated as of December 22, 2008 (the “Credit Agreement”);

WHEREAS, the Borrower, the Lenders, the Collateral Agent and the Administrative Agent desire to amend the Credit Agreement in accordance with Section 14.12 of the Credit Agreement in the manner set forth in this Amendment in order to extend the Maturity Date until April 15, 2009;

NOW, THEREFORE, in order to carry out their intent as expressed above and in consideration of the mutual agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” and replacing it in its entirety with the following new definition:

“Maturity Date. April 15, 2009.”

2.		References in the Credit Agreement to “this Credit Agreement” or any particular Section thereof shall be deemed to refer to the Credit Agreement or such Section as amended hereby.

3.		Borrower has agreed to reimburse Pershing Square for its expenses in connection with amendments to the Credit Agreement pursuant to Section 14.2 of the Credit Agreement.

4.		Except as expressly amended hereby, the Credit Agreement remains unmodified and is in full force and effect.

5.		This Amendment may be executed in two or more counterparts, each of which constitutes an original and all of which, when taken together, constitute one agreement. This Amendment may be delivered by facsimile and when executed and so delivered, shall be an original for all purposes.

6.		THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.


BORROWER:

	BORDERS GROUP, INC.

	By:	/s/ Mark Bierley Name: Mark Bierley
		Title: EVP and Chief Financial Officer


LENDERS:

	PERSHING SQUARE CREDIT
	PARTNERS LLC

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P., its Managing
	By:	Member

		PS MANAGEMENT GP, LLC, its
	By:	General Partner

	By:	/s/ William A. Ackman Name: William A. Ackman
		Title: Managing Member

	PSRH, INC.

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P., its Authorized
	By:	Representative

		PS MANAGEMENT GP, LLC, its
	By:	General Partner

	By:	/s/ William A. Ackman Name: William A. Ackman
		Title: Managing Member


ADMINISTRATIVE
AGENT/COLLATERAL AGENT:

	PERSHING SQUARE CAPITAL
	MANAGEMENT, L.P.

		PS MANAGEMENT GP, LLC, its
	By:	General Partner

	By:	/s/ William A. Ackman Name: William A. Ackman
		Title: Managing Member

EX-99.5 6 y01088exv99w5.htm EX-99.5: LETTER AGREEMENT EX-99.5

Exhibit 99.5

February 13, 2009

Borders Group, Inc.
100 Phoenix Drive
Ann Arbor, MI 48108


Attention:		Mr. Ron Marshall, President and Chief Executive Officer

Dear Ron:

Reference is made to the letter agreement among Borders Group, Inc. (“Borders”) and Mr. Richard T. McGuire, III (on behalf of himself, Pershing Square Capital Management, L.P. (“PSCM”) and the investment funds that PSCM advises (collectively, “Pershing Square”)), dated January 17, 2008 (the “Letter Agreement”).

In light of Mr. Richard T. McGuire, III no longer being an employee of Pershing Square and no longer being entitled to share with Pershing Square material nonpublic information about Borders he receives as a Borders director, the undersigned hereby agree that the Letter Agreement is terminated as of the date hereof and no party shall have any continuing right or obligation thereunder; provided that the confidentiality provisions set forth in the Letter Agreement shall continue to apply to any information exchanged between the parties subject to such provisions prior to the date hereof.

[signatures on following page]

Borders Group, Inc.
February 13, 2009
Page 2 of 2


		Very truly yours,

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
		By: PS Management GP, LLC, its General Partner

		By: Name:		/s/ William A. Ackman William A. Ackman
		Title:		Managing Member

Agreed to and accepted this
13^th day of February, 2009

BORDERS GROUP, INC.


By: Name:		/s/ Mark Bierley Mark Bierley
Title:		Executive Vice President and Chief Financial Officer

Agreed to and accepted this
13^th day of February, 2009

RICHARD T. MCGUIRE, III


/s/ Richard T. McGuire, III Name: Richard T. McGuire, III

-2-

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