Barnes Noble Education Inc

S-11 d745405ds1.htm S-1

As filed with the Securities and Exchange Commission on April 18, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

120 Mountain View Blvd

Basking Ridge, NJ 07920

**(908)991-2665 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael C. Miller

Executive Vice President, Corporate Development & Affairs, Chief Legal Officer & Secretary

120 Mountain View Blvd

Basking Ridge, NJ 07920

**(908)991-2665 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean M. Donahue

Jonathan Ko

Paul Hastings LLP

200 Park Avenue

New York, NY 10166

**(212)318-6000 **

As soon as practicable after this Registration Statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 18, 2024

PRELIMINARY PROSPECTUS

Non-Transferable Subscription Rights to Purchase up to

900,000,000 Shares of Common Stock at $0.05 per Share

Barnes & Noble Education, Inc. (the “Company,” “BNED,” “we,” “us” or “our”) is distributing, at no charge, to holders of its common stock, par value $0.01 per share (“Common Stock”), non-transferable subscription rights (the “Subscription Rights” or “Rights”) to purchase an aggregate of up to 900,000,000 shares of our Common Stock at a cash subscription price (the “Subscription Price”) of $0.05 per share (the “Rights Offering”). Assuming the Rights Offering is fully subscribed, we currently expect to receive aggregate gross proceeds of $45 million from the Rights Offering. You will receive one Subscription Right for each share of Common Stock owned at 5:00 p.m., Eastern Daylight Time, on , 2024, the record date (the “Record Date”) for the Rights Offering. You will not be entitled to receive any Subscription Rights unless you were a stockholder of record as of the Record Date for the Rights Offering.

The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Daylight Time, on , 2024, the expected expiration date of the Rights Offering (the “Expiration Date”), which for the avoidance of doubt is sixteen (16) days from the date the Subscription Rights are issued to Rights holders. We, in our sole discretion, may extend the period for exercising the Subscription Rights. Subscription Rights which are not exercised by the Expiration Date of the Rights Offering will expire and will have no value. You should carefully consider whether or not to exercise your Subscription Rights before the Expiration Date.Once you have exercised your Subscription Rights, your exercise may not be revoked.

Each Subscription Right carries with it a “Basic Subscription Right,” which entitles Subscription Rights holders to purchase shares of our Common Stock at the Subscription Price of $0.05 per share (the “Basic Subscription Right”), and an “Over-Subscription Right,” which entitles each Subscription Rights holder that has exercised its Basic Subscription Right in full to subscribe for additional shares of our Common Stock, at the same Subscription Price of $0.05 per share, to the extent that shares of our Common Stock offered in the Rights Offering have not been purchased by other holders of Basic Subscription Rights (the “Over-Subscription Right”). Subscription Rights will be distributed in proportion to stockholders’ shares of Common Stock owned as of the Record Date. We will not issue fractional shares in the Rights Offering or cash in lieu of fractional shares of Common Stock. Any fractional shares of Common Stock that would be created by an exercise of the Subscription Rights will be rounded to the nearest whole share. We will issue shares of Common Stock to Rights holders who properly subscribed for and purchased such shares pursuant to their Subscription Rights upon closing of the Rights Offering.

If you fully exercise your Basic Subscription Right and other holders do not fully exercise their Basic Subscription Right, you may also exercise your Over-Subscription Right to purchase, at the same Subscription Price of $0.05 per share, additional shares of Common Stock that remain unsubscribed at the expiration of the Rights Offering, up to the number of shares subscribed for and purchased under your Basic Subscription Right, subject to availability and pro rata allocation among persons exercising their Over-Subscription Right.

On April 16, 2024, we entered into a Standby, Securities Purchase and Debt Conversion Agreement (the “Purchase Agreement”) with Toro 18 Holdings LLC, a Delaware limited liability company (“Immersion” or the “Investor”), of which Immersion Corporation, a Delaware corporation, is its sole member, Outerbridge Capital

Management, LLC (“Outerbridge”), Selz Family 2011 Trust (“Selz” and together with Immersion and Outerbridge, the “Standby Purchasers”), Vital Fundco, LLC (“Vital”) and TopLids LendCo, LLC (“TopLids”). Vital and TopLids (collectively, the “Lien Purchasers”) are lenders to the Company under that certain Term Loan Credit Agreement dated June 7, 2022, among the Company, as borrower, the guarantors party thereto, the Lien Purchasers, as lenders, and TopLids, as administrative agent and collateral agent (the “Term Credit Agreement”). Pursuant to the terms and conditions of the Purchase Agreement, if any Subscription Rights remain unexercised upon the expiration of the Rights Offering after accounting for all Over-Subscription Rights exercised, the Standby Purchasers will collectively purchase, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), and separate from the Rights Offering, up to $45 million in shares of Common Stock not subscribed for by the Company’s stockholders (the “Backstop Commitment”). Specifically, each Standby Purchaser will purchase its pro rata portion of the unsubscribed shares of Common Stock upon the expiration of the Rights Offering according to its respective commitment amount. Pursuant to the Purchase Agreement, the commitment amount of Immersion is $35 million (the “Investor Backstop Commitment”) and the commitment amount of each of Outerbridge and Selz is $5 million. Outerbridge and Selz are current stockholders of the Company. Immersion is not a current stockholder of the Company. Assuming no stockholders exercise their Subscription Rights, Outerbridge and Selz will own % and %, respectively, of our Common Stock outstanding following the closing of the Rights Offering, after giving effect to the issuance of shares of Common Stock pursuant to the Backstop Commitment. In light of the Backstop Commitment, we anticipate that we will receive aggregate gross proceeds of $45 million if the Rights Offering is completed, whether or not any Subscription Rights holders exercise their Subscription Rights.

Pursuant to the Purchase Agreement, upon closing of the Rights Offering, Immersion and Vital have agreed to purchase $45 million and $5 million, respectively, in shares of our Common Stock, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act and separate from the Rights Offering (the “Private Investment”). The Private Investment is in addition to shares of Common Stock purchased by Immersion pursuant to the Immersion Backstop Commitment, if any. In addition, subject to the terms and conditions of the Purchase Agreement, upon closing of the Rights Offering, the Company and Lien Purchasers will convert all outstanding principal and any accrued and unpaid interest under the Term Credit Agreement (the “Rollover Debt Amount”) into a number of new shares (the “Rollover Shares”) of Common Stock equal to the quotient of the Rollover Debt Amount divided by the Subscription Price. Such Rollover Shares will be issued to each of TopLids and Vital pro rata based on its pro rata portion of the Rollover Debt Amount (the “Debt Conversion”). Immersion and Vital are not current stockholders of the Company. TopLids and/or its affiliates are current stockholders of the Company. Assuming no stockholders exercise their Subscription Rights, Immersion will own % of our Common Stock outstanding following the closing of the Rights Offering, after giving effect to the Immersion Backstop Commitment, Debt Conversion and Private Investment; Vital will own % of our Common Stock outstanding following the closing of the Rights Offering, after giving effect to the Private Investment and the Debt Conversion; and TopLids will own % of our Common Stock outstanding following the closing of the Rights Offering, after giving effect to the Debt Conversion.

We have agreed to pay Immersion and Selz commitment fees of $2,450,000 and $350,000, respectively, in consideration for the Backstop Commitment, and to reimburse Immersion, Vital and Outerbridge for all documentedout-of-pocket costs, fees and expenses incurred by them in connection with the transactions contemplated by the Purchase Agreement; provided, that such reimbursement shall not exceed, with respect to Immersion, $2,450,000 in the aggregate ($1,200,000 if the deal does not close), net of any expense amount previously paid by the Company to Immersion, with respect to Vital, $200,000 in the aggregate, and with respect to Outerbridge, $250,000 in the aggregate. For more information regarding the Purchase Agreement and related agreements, see the section entitled “The Purchase Agreement and Related Agreements.”

The issuance and sale of shares of Common Stock pursuant to the Rights Offering, the Backstop Commitment, if applicable, the Private Investment and the Debt Conversion (collectively, the “Transactions”), is subject to, among other things, the approval of our stockholders at a special meeting to be held on , 2024 (the “Special Meeting”). If the issuance and sale of our Common Stock pursuant to the Transactions is not approved at the Special Meeting, then the Rights Offering will be cancelled and the Transactions will be terminated.

Computershare Trust Company N.A. (“Computershare”) will serve as the subscription agent (“Subscription Agent”) for the Rights Offering. Georgeson LLC (“Georgeson”) will serve as the information agent (“Information Agent”) for the Rights Offering. The Subscription Agent will hold in escrow the funds it receives from subscribers until we complete, abandon, or terminate the Rights Offering. If you want to participate in the Rights Offering and you are the record holder of your shares, we recommend that you submit your subscription documents to the Subscription Agent promptly before the expiration of the Rights Offering. If you want to participate in the Rights Offering and you hold shares through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see the section entitled “The Rights Offering—The Subscription Rights.”

We reserve the right to cancel the Rights Offering at any time before it expires. If we cancel the Rights Offering, all subscription payments received will be returned as soon as practicable, without interest or penalty.

The Subscription Rights and the shares of Common Stock issuable on their exercise, both of which are covered by the registration statement (“Registration Statement”) of which this prospectus forms a part, are being offered directly by us without the services of an underwriter or selling agent. We will bear all costs, expenses and fees in connection with the registration of such securities.

Our Common Stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “BNED.” On April 17, 2024, the last reported sales price for our Common Stock was $0.24 per share.

Our Board of Directors (“Board of Directors” or the “Board”) is making no recommendation regarding your exercise of the Subscription Rights. You should carefully consider whether to exercise your Subscription Rights before the expiration of the Rights Offering. You may not revoke or revise any exercises of Subscription Rights once made, unless we terminate the Rights Offering.

You should read this prospectus and any information incorporated by reference herein carefully before you invest.

If you have any questions or need further information about the Rights Offering, please contact the Information Agent at (866)410-6525.

It is anticipated that delivery of the Common Stock purchased in the Rights Offering will be made on or about , 2024.

Exercising your Subscription Rights and investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” contained on page 23 of this prospectus as well as any other risk factors and information contained in any other documents that are incorporated by reference herein or therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2024.