Barnes & Noble Education, Inc. (NYSE: BNED), a
leading solutions provider for the education industry, today
announced that its Board of Directors has approved the adoption of
a short-term stockholder rights plan and declared a dividend
distribution of one preferred share purchase right on each
outstanding share of the Company’s common stock.
The rights will be exercisable only if a person or group
acquires 10% or more of the Company’s outstanding common stock,
subject to certain exceptions. Each right will entitle stockholders
to buy one one-thousandth of a share of a new series of junior
participating preferred stock at an exercise price of $5.00.
If a person or group acquires 10% of the Company’s outstanding
common stock, each right will entitle its holder (other than such
person or members of such group) to purchase for $5.00, a number of
Company common shares having a market value of twice such price. In
addition, at any time after a person or group acquires 10% of the
Company’s outstanding common stock, the Company’s Board of
Directors may exchange one share of the Company’s common stock for
each outstanding right (other than rights owned by such person or
group, which would have become void).
Prior to the acquisition by a person or group of beneficial
ownership of 10% of the Company’s common stock, the rights are
redeemable for one cent per right at the option of the Board of
Directors.
Certain synthetic interests in securities created by derivative
positions—whether or not such interests are considered to
constitute beneficial ownership of the underlying common stock for
reporting purposes under Regulation 13D of the Securities Exchange
Act—are treated as beneficial ownership of the number of shares of
the Company’s common stock equivalent to the economic exposure
created by the derivative position, to the extent actual shares of
the Company’s stock are directly or indirectly held by
counterparties to the derivatives contracts.
The dividend distribution will be made on April 29, 2024,
payable to stockholders on that date and is not taxable to
stockholders. The rights will expire on January 31, 2025, unless
the rights are earlier redeemed or exchanged.
A copy of the stockholder rights plan will be contained in a
Form 8-K to be filed with the Securities and Exchange Commission
(the “SEC”).
Paul Hastings LLP is acting as legal counsel to the Company and
Houlihan Lokey, Inc. is acting as financial advisor to the
Company.
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
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the anticipated benefits
and expected consequences of the rights plan that BNED has adopted.
Such statements are identified by use of the words “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,”
“projects,” “should,” and similar expressions. Any forward-looking
statements contained herein are based on current expectations, but
are subject to risks and uncertainties that could cause actual
results to differ materially from those indicated, including, but
not limited to, the effectiveness of the rights plan in providing
the Board of Directors with time to make informed decisions that
are in the best long-term interests of BNED and its stockholders,
and other risk factors discussed from time to time in our filings
with the SEC, including those factors discussed under the caption
“Risk Factors” in our most recent annual report on Form 10-K, filed
with the SEC on July 31, 2023, and in subsequent reports filed with
or furnished to the SEC.
Additionally, 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. 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
completion, timing, size and use of proceeds of the Transactions
and refinancing; the approval by our stockholders of the
Transactions at the Special Meeting; 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 continue as a going
concern; 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 or successfully compete with third parties
that provide similar equitable and inclusive access solutions; the
United States Department of Education has recently proposed
regulatory changes that, if adopted as proposed, could impact
equitable and inclusive access models across the higher education
industry; 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
service provider relationships, such as with VitalSource
Technologies, Inc. and the Fanatics Retail Group Fulfillment, LLC,
Inc. (“Fanatics”) and Fanatics Lids College, Inc. D/B/A "Lids"
(“Lids”), and the potential for adverse operational and financial
changes to these strategic service provider relationships, 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, including the
adoption of artificial intelligence technologies for educational
content; risks associated with counterfeit and piracy of digital
and print materials; risks associated with the potential loss of
control over personal information; risks associated with the
potential misappropriation of our 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 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,
service providers, and campus 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 applicable domestic and international laws, rules or
regulations, including, without limitation, U.S. tax reform,
changes in tax rates, laws and regulations, as well as related
guidance; changes in and enactment of applicable laws, rules or
regulations or changes in enforcement practices including, without
limitation, with regard to consumer data privacy rights, which may
restrict or prohibit our use of consumer personal information for
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 for the fiscal year
ended April 29, 2023. 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/20240416021899/en/
BNED – Media and Investors Hunter Blankenbaker Vice
President – Corporate Communications and Investor Relations (908)
991-2776 hblankenbaker@bned.com
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