8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2019

BARNES & NOBLE EDUCATION, INC.
(Exact name of registrant as specified in its charter)
Delaware	1-37499	46-0599018
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
120 Mountain View Blvd., Basking Ridge, NJ		07920
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (908) 991-2665
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $0.01 par value per share	BNED	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □

Item 8.01     Other Events.

On July 15, 2019, Barnes & Noble Education, Inc. (the “Company”) issued a press release to confirm that the Board of Directors of the Company had previously unanimously rejected unsolicited proposals from Bay Finance, LLC (also known as Bay Capital Finance, LLC) to acquire all of the outstanding shares of the Company, the most recent of which was for $4.50 per share in cash, received on June 27, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits

(d)     Exhibits

Exhibit No.	Description
99.1	Press release, issued by Barnes & Noble Education, Inc. on July 15, 2019

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: July 15, 2019

BARNES & NOBLE EDUCATION, INC.,

By:     /s/ Michael C. Miller

Name:     Michael C. Miller

Title: Executive Vice President, Corporate Strategy and General Counsel

BARNES & NOBLE EDUCATION, INC.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, issued by Barnes & Noble Education, Inc. on July 15, 2019

EX-99.1

Exhibit 99.1

Barnes & Noble Education Confirms Prior Rejection of Unsolicited Proposals from Bay Finance, LLC 

Board Unanimously Determined All Prior Proposals Were Low-Value, Highly Conditional and Not Credible

July 15, 2019 - Basking Ridge, NJ - Barnes & Noble Education, Inc. (NYSE: BNED), a leading provider of educational products and services solutions for higher education and K-12, todayconfirmed that its Board of Directors had previously unanimously rejected unsolicited proposals from Bay Finance, LLC (“Bay Finance”) to acquire all of the outstanding shares of the Company, the most recent of which was for $4.50 per share in cash, received on June 27, 2019.

After a comprehensive review, the BNED Board concluded that each of the Bay Finance proposals substantially undervalued BNED, were highly conditional and not credible. In addition to the proposal received on June 27, 2019, the Company noted that it previously unanimously rejected an unsolicited proposal received on February 7, 2019 to acquire the Company for $6.75 - $7.25 per share in cash and an unsolicited proposal received on June 7, 2019 to acquire the Company for $5.25 - $5.75 per share in cash.

In making its determination, the Board considered that Bay Finance’s proposals fail to recognize the value of BNED’s digital transformation and other operational initiatives which have positioned the business to drive long-term growth and enhance shareholder value.

In addition, the Board considered that each of the proposals were highly conditional and not credible. The BNED Board believes that a credible proposal must deliver compelling value and certainty. A credible proposal includes, among other things, a fully underwritten debt commitment and clearly identified and adequate equity capital that, in the aggregate, would be sufficient to complete a transaction. In addition, a credible proposal should contain sufficient detail to demonstrate that it provides market-standard provisions that assure certainty of completion. The highly conditional Bay Finance proposals do not satisfy any of these conditions. 

“Our Board unanimously determined Bay Finance’s unsolicited, highly conditional proposals were neither credible nor adequate from a value perspective,” said John R. Ryan, Lead Director of the BNED Board of Directors. “We are open to all opportunities to enhance shareholder value as we continue our business transformation to position BNED for success over the long-term.”

BNED today also confirmed that Bay Finance delivered a letter on June 27, 2019 purporting to nominate five candidates to stand for election to the BNED Board at its 2019 Annual Meeting of Stockholders. The notice has been ruled invalid under BNED’s Bylaws.

Gibson, Dunn & Crutcher LLP is serving as legal advisor to BNED.

ABOUT BARNES & NOBLE EDUCATION, INC.

Barnes & Noble Education, Inc. (NYSE: BNED) is a leading provider of higher education and K-12 educational products and solutions. Through its Retail segment, Barnes & Noble Education operates 1,448 physical and virtual bookstores across the U.S., serving more than 6 million students and faculty. Through its Digital Student Solutions segment, the Company offers direct-to-student products and services that help students study more effectively and improve academic performance, enabling them to gain the valuable skills necessary to succeed after college. Through its Wholesale segment, the Company operates one of the largest textbook wholesale distribution channels in the United States. For more information please visit www.bned.com.

BNED companies include: Barnes & Noble College Booksellers, LLC, MBS Textbook Exchange, LLC, BNED LoudCloud, LLC, Student Brands, LLC, Promoversity, LLC, and PaperRater, LLC. General information on Barnes & Noble Education may be obtained by visiting the Company's corporate website: 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. 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: implementation of our digital strategy may not result in the expected growth in our digital sales and/or profitability; the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services including new digital channels, and enhancements to higher education digital products, and the inability to achieve the expected cost savings; 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 year ended April 27, 2019. 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.

Media Contact:	Investor Contact:
Carolyn J. Brown	Thomas D. Donohue
Senior Vice President	Senior Vice President
Corporate Communications and Public Affairs	Treasurer and Investor Relations
Barnes & Noble Education, Inc.	Barnes & Noble Education, Inc.
(908) 991-2967	(908) 991-2966
cbrown@bned.com	tdonohue@bned.com

Joele Frank, Wilkinson Brimmer Katcher

Kelly Sullivan / Andrea Rose / Tanner Kaufman

(212) 355-4449