Outerbridge Capital Amends Barnes & Noble Education Filing

TL;DR

Outerbridge Capital just updated their Barnes & Noble Education stake. Watch this space.

AI Summary

Outerbridge Capital Management, LLC has filed an amendment (No. 9) to its Schedule 13D for Barnes & Noble Education, Inc. on April 23, 2024. The filing indicates a change in beneficial ownership of the company's common stock. Outerbridge Capital Management, LLC is based in New York, NY.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Barnes & Noble Education, Inc., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased volatility.

Key Players & Entities

• Outerbridge Capital Management, LLC (company) — Filing entity
• Barnes & Noble Education, Inc. (company) — Subject company
• 0000921895-24-000939 (filing_id) — Accession number for the filing
• 20240423 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $11,805,332 — Special Opportunities is approximately $11,805,332. In addition, the 11,804 shares of Com
• $0.05 — Common Stock at a subscription price of $0.05 per share of Common Stock (the “S
• $45 million — provide gross proceeds to the Issuer of $45 million (the “Rights Offering”); an
• $50 million — from the Rights Offering, an additional $50 million in shares of Common Stock, and (ii) Vit

Filing Documents

• sc13da912733002_04232024.htm (SC 13D/A) — 137KB
• 0000921895-24-000939.txt ( ) — 138KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The funds for the purchase of the Common Stock beneficially owned by Outerbridge Capital, Outerbridge Special Opportunities, Outerbridge Special GP and Mr. Wallace came from the working capital of Outerbridge Special Opportunities. No borrowed funds were used to purchase the Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business. The aggregate purchase price of the 5,132,753 shares of Common Stock owned by Outerbridge Special Opportunities is approximately $11,805,332. In addition, the 11,804 shares of Common Stock beneficially owned directly by Mr. Wallace were awarded to him in his capacity as a director of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On April 16, 2024, Outerbridge Capital entered into a standby, securities purchase and debt conversion agreement (the “Purchase Agreement”) with the Issuer, Toro 18 Holdings LLC (“Immersion”), Selz Family 2011 Trust (“Selz”, and together with Outerbridge Capital and Immersion, the “Standby Purchasers”), Vital Fundco, LLC (“Vital”) and TopLids LendCo, LLC (“TopLids”, and together with the Standby Purchasers and Vital, the “Purchasers”). Pursuant to the terms and conditions of the Purchase Agreement, (i) the Issuer will distribute to holders of its Common Stock non-transferable subscription rights to purchase up to an aggregate of 900,000,000 shares of Common Stock at a subscription price of $0.05 per share of Common Stock (the “Subscription Price”) that, if exercised in full, will provide gross proceeds to the Issuer of $45 million (the “Rights Offering”); and (ii) 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 Issuer’s stockholders at the expiration of the Rights Offering. The Purchase Agreement also provides that, concurrently with the consummation of the Rights Offering, (i) Immersion and Vital will collectively purchase, at the Subscription Price, in a private placement exempt from the registration requirements under the Securities Act and separate from the Rights Offering, an additional $50 million in shares of Common Stock, and (ii) Vital and TopLids will collectively convert all outstanding principal and interest amounts owed to them under the Issuer’s term credit agreement into shares of Common Stock at the Subsc

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 53,156,369 shares of Common Stock outstanding, as of February 23, 2024, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 12, 2024. A. Outerbridge Capital (a) As the investment manager to Outerbridge Special Opportunities, Outerbridge Capital may be deemed the beneficial owner of the 5,132,753 shares owned by Outerbridge Special Opportunities. Percentage: Approximately 9.7% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,132,753 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,132,753 7 CUSIP No. 06777U101 (c) Other than as set forth in Item 4 above, Outerbridge Capital has not entered into any transactions in the securities of the Issuer during the past sixty days. B. Outerbridge Special Opportunities (a) As of the close of business on the date hereof, Outerbridge Special Opportunities beneficially owned 5,132,753 shares. Percentage: Approximately 9.7% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,132,753 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,132,753 (c) Outerbridge Special Opportunities has not entered into any transactions in the securities of the Issuer during the past sixty days. C. Outerbridge Special GP (a) As the general partner of Outerbridge Special Opportunities, Outerbridge Special GP may be deemed the beneficial owner of the 5,132,753 shares owned by Outerbridge Special Opportunities. Percentage: Approximately 9.7% (b) 1. Sole power to vote or direct

Contracts, Arrangements, Understandings or Relationships With Respect to securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On April 16, 2024, Outerbridge Capital, the Issuer, Immersion, Selz, Vital, and TopLids entered into the Purchase Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. On September 23, 2022, Mr. Wallace was granted 11,804 restricted stock units in his capacity as a director of the Issuer. The restricted stock units vested on September 23, 2023, however, Mr. Wallace has elected to defer settlement and receipt of such shares until his separation from service from the Board.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Standby, Securities Purchase and Debt Conversion Agreement by and among Barnes & Noble Education, Inc., Toro 18 Holdings LLC, Outerbridge Capital Management, LLC, Selz Family 2011 Trust, Vital Fundco, LLC, and TopLids LendCo, LLC, dated April 16, 2024 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2024). 9 CUSIP No. 06777U101

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 23, 2024 OUTERBRIDGE CAPITAL MANAGEMENT, LLC By: /s/ Rory Wallace Name: Rory Wallace Title: Managing Member OUTERBRIDGE SPECIAL OPPORTUNITIES FUND, LP By: Outerbridge Special Opportunities GP, LLC, its general partner By: /s/ Rory Wallace Name: Rory Wallace Title: Managing Member OUTERBRIDGE SPECIAL OPPORTUNITIES GP, LLC By: /s/ Rory Wallace Name: Rory Wallace Title: Managing Member /s/ Rory Wallace RORY WALLACE 10

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