What Happens If Ingram and B&T Tie the Knot?

Although Ingram Content Group’s possible purchase of the retail trade wholesaling division of Baker & Taylor is far from a done deal, booksellers and publishers alike expressed concerns about the possible loss of another wholesale and distribution option. According to sources, Ingram made a tentative offer for B&T’s retail trade business about a month ago, at which point one or both of the companies asked the Federal Trade Commission to take a preliminary look at whether such a deal could be approved. As part of what has been termed by sources as a “very preliminary” investigation, the FTC met with the bookstore chains, a group of independent booksellers, Amazon, and a number of major publishers to gauge their reactions to such a deal. It does not appear that the FTC reached out to anyone in the library market.

Follett bought B&T, along with BookMasters, in April 2016—a move that raised some industry alarms about consolidation in the wholesale space. To allay those fears, Follett has kept B&T as a separate operating unit. It has, however, provided the company with resources to grow.

In August 2016, Follett backed the creation of Global Publishers Services, an international sales and marketing services group headed by Chitra Bopardikar, and launched Baker & Taylor Publishers Services in October 2016, headed by Mark Suchomel. Even with those investments, B&T’s strength remains in the library market, which is a better fit with Follett’s core businesses (which provide technology, services, and print and digital content to pre-K–12 libraries, schools, and higher education institutions) than the trade.

For its part, while Ingram has worked to grow its library business, its strength is in trade wholesaling, and it is also the largest distributor of independent presses.

Given the respective strengths and weaknesses of Ingram and B&T, industry insiders concede that the proposed transaction makes strategic sense for both companies. Nevertheless, booksellers and publishers would like more wholesaling and distribution options. If Ingram took over the B&T retail arm, it would result in there being only one national wholesaler and a handful of regional players such as Bookazine and American West Books, which specialize in servicing bookstores and other trade accounts.

That scenario does not appeal to ABA CEO Oren Teicher, who called the competitive national wholesaling environment for retail bookstores “a very significant factor in the success and growth of the independent channel.” Saying that no one knows for sure what may happen between Ingram and B&T, he added that the ABA “continues to be extremely concerned about the prospect of there being only one national wholesale option for retail bookstores,” noting that “at the appropriate time, ABA will certainly communicate our serious concerns to the FTC, Congress, and all other concerned parties.”

Angela Bole, CEO of the IBPA, shared Teicher’s concerns. “At this point, indie publishers need more wholesale distribution options, not less,” she said. “IBPA has benefited from long-term relationships with both Ingram and B&T, and we hope to continue in this way.”

But even given those positions, some industry observers believe that if the two companies decide to go ahead with the deal, the FTC would not stand in the way. One industry veteran noted that, aside from a general inclination in Washington to approve most acquisitions, there is a reason why the wholesaler market has consolidated: fewer stores use wholesalers as much as they once did, in part because the major houses have done a better job of making it easier for accounts to order directly from them.

To be sure, aside from Ingram’s preliminary offer to buy the B&T retail division and the FTC inquiries, much about the proposed deal remains murky. Both companies said they don’t comment on market speculation. It is not known, for example, whether B&T’s distribution business is part of the deal (the presumption is that it is) or when, or even if, either company will make an announcement should the deal be called off. So, at least for now, publishers and booksellers are left to strategize about what they will do if the deal does go through.