Barnes & Noble Education, Inc. Files S-1 Registration Statement

TL;DR

<b>Barnes & Noble Education, Inc. has filed an S-1 registration statement with the SEC, indicating potential future public offerings.</b>

AI Summary

Barnes & Noble Education, Inc. (BNED) filed a IPO Registration (S-1) with the SEC on April 18, 2024. Barnes & Noble Education, Inc. filed an S-1 registration statement with the SEC on April 18, 2024. The filing is for a registration statement under the Securities Act of 1933. The company's principal executive offices are located at 120 Mountain View Boulevard, Basking Ridge, NJ 07920. The company is incorporated in Delaware and has a fiscal year end of April 27. Barnes & Noble Education, Inc. is classified as an accelerated filer.

Why It Matters

For investors and stakeholders tracking Barnes & Noble Education, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for the company to offer securities to the public, suggesting potential capital raising or restructuring activities. As an accelerated filer, Barnes & Noble Education, Inc. is subject to specific SEC reporting requirements, implying a certain level of financial maturity and public scrutiny.

Risk Assessment

Risk Level: low — Barnes & Noble Education, Inc. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a procedural step for public companies and does not inherently indicate immediate financial distress or significant new risks.

Analyst Insight

Monitor future filings from Barnes & Noble Education, Inc. for details on any proposed securities offerings or significant financial changes.

Key Numbers

• 2024-04-18 — Filing Date (Date of S-1 filing)
• 0427 — Fiscal Year End (Registrant's fiscal year end)
• 5940 — SIC Code (Primary Standard Industrial Classification Code)
• 46-0599018 — IRS Number (Registrant's IRS Employer Identification Number)
• 333-278799 — SEC File Number (SEC registration number)

Key Players & Entities

• Barnes & Noble Education, Inc. (company) — Registrant
• Michael C. Miller (person) — Executive Vice President, Corporate Development & Affairs, Chief Legal Officer & Secretary
• Sean M. Donahue (person) — Copies to Counsel
• Jonathan Ko (person) — Copies to Counsel
• Paul Hastings LLP (company) — Counsel
• 120 Mountain View Boulevard (location) — Business Address
• Basking Ridge, NJ 07920 (location) — Business Address
• 333-278799 (registration_number) — SEC File Number

FAQ

Industry Context

Barnes & Noble Education, Inc. operates in the retail sector, specifically focusing on educational materials and related products, often within college campuses.

Regulatory Implications

The S-1 filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1 filing for details on the purpose of the registration and any proposed securities offerings.
2. Track future SEC filings by Barnes & Noble Education, Inc. for updates on their financial performance and strategic initiatives.
3. Analyze the company's competitive landscape and market position within the educational retail sector.

Key Dates

• 2024-04-18: S-1 Filing — Registration statement filed with the SEC.

Year-Over-Year Comparison

This is a new S-1 filing, so there is no prior filing to compare it against for 'vs last filing' data.

Key Financial Figures

• $0.05 — 900,000,000 Shares of Common Stock at $0.05 per Share Barnes & Noble Education, I
• $0.01 — holders of its common stock, par value $0.01 per share (Common Stock), non-transfera
• $45 million — to receive aggregate gross proceeds of $45 million from the Rights Offering. You will rece
• $35 million — , the commitment amount of Immersion is $35 million (the Investor Backstop Commitment) and
• $5 million — ount of each of Outerbridge and Selz is $5 million. Outerbridge and Selz are current stock
• $5 m — have agreed to purchase $45 million and $5 million, respectively, in shares of our C
• $2,450,000 — y Immersion and Selz commitment fees of $2,450,000 and $350,000, respectively, in consider
• $350,000 — Selz commitment fees of $2,450,000 and $350,000, respectively, in consideration for the
• $1,200,000 — Immersion, $2,450,000 in the aggregate ($1,200,000 if the deal does not close), net of any
• $200,000 — ny to Immersion, with respect to Vital, $200,000 in the aggregate, and with respect to O
• $250,000 — egate, and with respect to Outerbridge, $250,000 in the aggregate. For more information
• $0.24 — ed sales price for our Common Stock was $0.24 per share. Our Board of Directors (Bo
• $90.5 m — anuary 28, 2023, respectively, and were $90.5 million, $(16.2) million, and $27.0 milli
• $27.0 m — ere $90.5 million, $(16.2) million, and $27.0 million, for the years ended April 29, 20
• $40.0 m — ur FILO Facility in fiscal year 2023 of $40.0 million, had a significant impact on our

Filing Documents

• d745405ds1.htm (S-1) — 615KB
• d745405dex42.htm (EX-4.2) — 44KB
• d745405dex43.htm (EX-4.3) — 56KB
• d745405dex51.htm (EX-5.1) — 17KB
• d745405dex232.htm (EX-23.2) — 2KB
• d745405dexfilingfees.htm (EX-FILING FEES) — 30KB
• g745405g0417040117778.jpg (GRAPHIC) — 5KB
• g745405g0417040118274.jpg (GRAPHIC) — 2KB
• g745405g0417040118434.jpg (GRAPHIC) — 2KB
• g745405g0417040127704.jpg (GRAPHIC) — 28KB
• g745405g0417040128134.jpg (GRAPHIC) — 2KB
• g745405g0417095041142.jpg (GRAPHIC) — 4KB
• g745405g0417095626881.jpg (GRAPHIC) — 3KB
• g745405g0417095627067.jpg (GRAPHIC) — 2KB
• g745405g0417095845376.jpg (GRAPHIC) — 3KB
• g745405g28u63.jpg (GRAPHIC) — 55KB
• 0001193125-24-100851.txt (&nbsp;) — 911KB

RISK FACTORS

RISK FACTORS 23 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 30

USE OF PROCEEDS

USE OF PROCEEDS 34 CAPITALIZATION 35 THE RIGHTS OFFERING 36 THE PURCHASE AGREEMENT AND RELATED AGREEMENTS 47 PRINCIPAL STOCKHOLDERS 51 PLAN OF DISTRIBUTION 54

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 55 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 58 LEGAL MATTERS 64 EXPERTS 64 WHERE YOU CAN FIND MORE INFORMATION 64 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 64 i Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained or incorporated by reference into this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference herein. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You should not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. The distribution of this prospectus and the issuance of the securities herein may be restricted by law in certain jurisdictions. Persons outside the United not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. This prospectus is part of the Registration Statement that we file with the Securities and Exchange Commission (

View Full Filing

View this S-1 filing on SEC EDGAR