Barnes & Noble Education, Inc.
120 Mountain View Blvd
Basking Ridge, NJ 07920
May 14, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Mr. Dietrich King | |
Ms. Rucha Pandit |
Re: Barnes & Noble Education, Inc.
Registration Statement on Form S-1
Filed May 9, 2024
File No. 333-278799
Dear Mr. King and Ms. Pandit:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-278799) of Barnes & Noble Education, Inc., filed with the Securities and Exchange Commission on April 18, 2024 and amended on May 9, 2024 (as amended, the Registration Statement). We respectfully request that the Registration Statement become effective as of 4:15 p.m., Eastern Time, on May 14, 2024 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please confirm that event with our counsel, Paul Hastings LLP, by calling Sean M. Donahue at (202) 551-1704.
Very truly yours,
Barnes & Noble Education, Inc.
By: | /s/ Michael P. Huseby | |
Michael P. Huseby Chief Executive Officer |
CC: | Michael C. Miller, Barnes & Noble Education, Inc. | |
Sean M. Donahue, Paul Hastings LLP |