NEW YORK (Dow Jones)--BJ's Wholesale Club Inc. (BJ) accepted a $2.82 billion buyout offer from Leonard Green & Partners LP and CVC Capital Partners, a price below some speculations but roughly in line with Wall Street expectations since Leonard Green disclosed its intentions nearly a year ago.

Shares of the warehouse club moved 4.6% higher to $50.27 in recent Wednesday trading, less than 2% below the all-cash offer of $51.25 a share. The bid represents a 6.6% premium to Tuesday's close and is roughly 38% above BJ's price before Leonard Green disclosed a 9.5% stake at the end of last June.

BJ's stock hit a 52-week high of $52.44 last month after it reported fiscal first-quarter profit jumped a more-than-expected 29% versus the same period last year, and some analysts had suggested that a bid of $55 to $56 per share would be needed to entice BJ's to accept a deal. Earlier this month, Leonard Green said in a federal filing that it and CVC had submitted a bid, but it didn't disclose the terms.

The deal contains what's called a "no-shop" provision, which prohibits BJ's from seeking another offer, and a break-up fee of $80 million and potential fees of up to $7.5 million, or a total of about 3.1% of the deal value, if BJ's fails to sell itself to Leonard Green and CVC under certain circumstances. In exchange for the no-shop clause, BJ's will receive a hefty $175 million reverse-termination fee, or 6.2% of the deal value, if the pair fails to buy BJ's under certain circumstances before a mid-December deadline.

A consortium of banks, consisting of Deutsche Bank, Citigroup, Barclays, Jefferies, General Electric Capital and Wells Fargo will provide a three-part package of senior secured financing totalling about $2.6 billion. That figure constitutes the vast majority of the purchase price, once the over $195 million Leonard Green will have spent to acquire its current stake is removed.

Leonard Green holds some 2.1 million common shares and 3 million options to buy BJ's at $19.25 per share. The firm spent about $79.2 million on the common stock, or roughly $37.72 per share, and will have paid somewhere north of $38 a share for its entire stake upon the exercise of the options.

Media reports in April said Apollo Global Management LLC (APO) had made a $3 billion bid, or just under $55 per share, for BJ's, whose East Coast operations could complement Apollo's Smart & Final warehouse chain on the West Coast.

A spokesman for Apollo, which last week completed the purchase of CKX Inc., the company that owns the rights to the Elvis Presley, Muhammad Ali and the popular American Idol television franchise, declined comment on whether it made a BJ's bid. American Idol airs on Fox television, owned by News Corp. (NWS, NWSA), which also owns Dow Jones Newswires.

A Leonard Green spokesman couldn't immediately be reached.

Leonard Green and CVC will split ownership of BJ's equally, according to a person familiar with the matter. Retail-focused Leonard Green has been very acquisitive of late, taking part in going-private transactions of J. Crew and Jo-Ann Stores, and reported to be circling others. Leonard Green and CVC, a global private-equity firm that started in London, have teamed up to invest in swimming pool supplier Leslie's Poolmart, and CVC is a partial owner of Pilot Travel Centers and Flying J truck stops in the U.S.

BJ's doesn't have any additional comment, according to a spokeswoman, but she said the company will soon file the merger agreement, which will have additional details, with the Securities and Exchange Commission.

Despite rumors and suppositions that BJ's would be sold for a price in the mid-$50's, investors didn't really bite, and traded BJ's for above the offer price only slightly in April and May. The 1.9% premium to current prices that the bid represents suggests that market participants expect the deal to close, as is, during the fourth quarter as BJ's expects, pending a shareholder vote.

BJ's and its larger, wholesale-club peers, Costco Wholesale Corp. (COST) and the Sam's Club unit of world's largest retailer Wal-Mart Stores Inc. (WMT), have thrived of late as cash-strapped and wary consumers seek value.

Other beneficiaries of constrained consumer spending include so-called dollar stores, and Leonard Green has an offer to take 99 Cents Only Stores (NDN) private with that company's founding family. A recent bid from billionaire Nelson Peltz was spurned by Family Dollar Stores Inc. (FDO), and William Ackman's Pershing Square hedge fund has recently built an activist investment in the chain, the second-largest behind Dollar General Corp. (DG), sold back to the public again in 2009 by KKR & Co. (KKR), which continues to maintain a large stake.

"The day after the sale becomes final, everyone, except me, will have the same boss as the day before the sale," BJ's Chief Executive Laura Sen said in an email to employees that was filed with the SEC, adding that she looks forward to working with the private-equity duo.

-By Maxwell Murphy, Dow Jones Newswires; 212-416-2171; maxwell.murphy@dowjones.com

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