Remains Focused on Strategic Objectives and
Supporting the Highest Priority Goals of Institutions and
Customers
Barnes & Noble Education, Inc. (NYSE: BNED), a leading
solutions provider for the education industry, today announced that
it has entered into an agreement with its financial stakeholders
and strategic partners on the terms of a refinancing that would
immediately strengthen the Company’s liquidity and overall
financial positions by extending the maturity of its debt
facilities, amending certain credit facility covenants and
modifying certain other agreements. With this agreement, the
Company is well-positioned to continue supporting academic
institutions and customers nationwide through the upcoming Fall
Rush and beyond.
“We are pleased to have worked constructively with our largest
financial and strategic partners to reach a resolution that better
positions us to accelerate the execution of our strategy for the
benefit of BNED’s students, educators, faculties, alumni, fans,
community members, institutions, employees and shareholders,” said
Michael P. Huseby, Chief Executive Officer, BNED. “It’s an
important time of year in higher education, and our top priority is
being prepared to service our students and campus partners. This
agreement provides us financial flexibility as we continue
delivering on our strategic objectives and meeting our obligations
with our schools and business partners. We look forward to
continuing to meet the needs and expectations of the hundreds of
institutions and millions of students who rely on BNED.”
As part of the agreement, BNED is establishing a committee of
the Board of Directors to continue the ongoing review of a broad
range of strategic alternatives available to the Company, including
but not limited to potential capital raises, asset divestitures or
a sale of the business as well as pursuing its standalone growth
plans. There can be no assurances regarding the timing, terms or
structure of any potential outcome. In all scenarios being
contemplated, BNED will continue to focus on operating in service
of its stakeholders and executing on its strategic growth
initiatives, in particular the acceleration of its First Day
Complete courseware delivery model. The Company does not intend to
make any future announcements concerning this process unless and
until the Company has an update to share.
“We recognize the important role that BNED plays within the
higher education ecosystem, and our Board is committed to
determining the best path forward for our business and
stakeholders. As we move through this process, the entire BNED team
remains focused on advancing our mission and serving our school
partners, faculties and students across our footprint," continued
Mr. Huseby.
Additional details of the terms of the agreement will be filed
with the Company’s Form 10-K for the period ended April 29, 2023 in
the coming days.
Advisors
Paul Hastings LLP is serving as BNED’s legal counsel and
Houlihan Lokey, Inc. is serving as financial advisor.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a leading
solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, wholesale capabilities and more. BNED is a company
serving all who work to elevate their lives through education,
supporting students, faculty and institutions as they make tomorrow
a better, more inclusive and smarter world. For more information,
visit www.bned.com.
FORWARD-LOOKING STATEMENTS
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 and information relating to us and our business that are
based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used
in this communication, the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,”
“projections,” and similar expressions, as they relate to us or our
management, identify forward-looking statements. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make, including any statements made in regards to our
response to the COVID-19 pandemic. In light of these risks,
uncertainties and assumptions, the future events and trends
discussed in this press release may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Such statements reflect
our current views with respect to future events, the outcome of
which is subject to certain risks, including, among others: the
amount of our indebtedness and ability to comply with covenants
applicable to current and /or any future debt financing; our
ability to satisfy future capital and liquidity requirements; our
ability to access the credit and capital markets at the times and
in the amounts needed and on acceptable terms; our ability to
maintain adequate liquidity levels to support ongoing inventory
purchases and related vendor payments in a timely manner; our
ability to attract and retain employees; the pace of equitable
access adoption in the marketplace is slower than anticipated and
our ability to successfully convert the majority of our
institutions to our BNC First Day® equitable and inclusive access
course material models; third parties provide similar equitable and
inclusive access solutions; the strategic objectives, successful
integration, anticipated synergies, and/or other expected potential
benefits of various strategic and restructuring initiatives, may
not be fully realized or may take longer than expected; dependency
on strategic partnerships, such as with VitalSource Technologies,
Inc. and the Fanatics Retail Group Fulfillment, LLC, Inc. and
Fanatics Lids College, Inc. D/B/A "Lids", and the potential for
adverse operational and financial changes to these partnerships,
may adversely impact our business; non-renewal of managed
bookstore, physical and/or online store contracts and
higher-than-anticipated store closings; decisions by colleges and
universities to outsource their physical and/or online bookstore
operations or change the operation of their bookstores; general
competitive conditions, including actions our competitors and
content providers may take to grow their businesses; the risk of
changes in price or in formats of course materials by publishers,
which could negatively impact revenues and margin; changes to
purchase or rental terms, payment terms, return policies, the
discount or margin on products or other terms with our suppliers;
product shortages, including decreases in the used textbook
inventory supply associated with the implementation of publishers’
digital offerings and direct to student textbook consignment rental
programs; work stoppages or increases in labor costs; possible
increases in shipping rates or interruptions in shipping services;
a decline in college enrollment or decreased funding available for
students; decreased consumer demand for our products, low growth or
declining sales; the general economic environment and consumer
spending patterns; trends and challenges to our business and in the
locations in which we have stores; risks associated with operation
or performance of MBS Textbook Exchange, LLC’s point-of-sales
systems that are sold to college bookstore customers; technological
changes; risks associated with counterfeit and piracy of digital
and print materials; risks associated with data privacy,
information security and intellectual property; disruptions to our
information technology systems, infrastructure, data, supplier
systems, and customer ordering and payment systems due to computer
malware, viruses, hacking and phishing attacks, resulting in harm
to our business and results of operations; disruption of or
interference with third party web service providers and our own
proprietary technology; risks associated with the impact that
public health crises, epidemics, and pandemics, such as the
COVID-19 pandemic, have on the overall demand for BNED products and
services, our operations, the operations of our suppliers and other
business partners, and the effectiveness of our response to these
risks; lingering impacts that public health crises may have on the
ability of our suppliers to manufacture or source products,
particularly from outside of the United States; changes in domestic
and international laws or regulations, including U.S. tax reform,
changes in tax rates, laws and regulations, as well as related
guidance; enactment of laws or changes in enforcement practices
which may restrict or prohibit our use of texts, emails, interest
based online advertising, or similar marketing and sales
activities; adverse results from litigation, governmental
investigations, tax-related proceedings, or audits; changes in
accounting standards; and the other risks and uncertainties
detailed in the section titled “Risk Factors” in Part I—Item 1A in
our Annual Report on Form 10-K. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results or outcomes may vary materially
from those described as anticipated, believed, estimated, expected,
intended or planned. Subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements
in this paragraph. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise after the date of this
press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20230728907128/en/
Media and Investor:
Hunter Blankenbaker Vice President Corporate Communications and
Investor Relations 908-991-2776 hblankenbaker@bned.com
OR
Aaron Palash / Tanner Kauffman / Kara Sperry Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449
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