Greenhaven Road Adjusts BNED Stake
Ticker: BNED · Form: SC 13D/A · Filed: Jul 22, 2024 · CIK: 1634117
Sentiment: neutral
Topics: 13D-filing, activist-investor, ownership-change
Related Tickers: BNED
TL;DR
Greenhaven Road updated their BNED filing on 7/22. Ownership details TBD.
AI Summary
Greenhaven Road Investment Management, L.P. and its affiliates have amended their Schedule 13D filing regarding Barnes & Noble Education, Inc. (BNED) as of July 22, 2024. The filing indicates a change in beneficial ownership, with Greenhaven Road Capital Fund 1, L.P. and Greenhaven Road Capital Fund 2, L.P. listed as group members. The specific percentage of ownership change or new holdings is not detailed in this excerpt.
Why It Matters
This amendment signals a potential shift in major shareholder influence or strategy for Barnes & Noble Education, Inc., which could impact its stock performance and corporate decisions.
Risk Assessment
Risk Level: medium — Amendments to Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty.
Key Players & Entities
- Greenhaven Road Investment Management, L.P. (company) — Filing entity
- Barnes & Noble Education, Inc. (company) — Subject company
- GREENHAVEN ROAD CAPITAL FUND 1, L.P. (company) — Group member
- GREENHAVEN ROAD CAPITAL FUND 2, L.P. (company) — Group member
- MVM FUNDS, LLC (company) — Group member
- SCOTT STEWART MILLER (person) — Group member
FAQ
What specific changes in beneficial ownership are detailed in this SC 13D/A filing?
This excerpt does not specify the exact percentage or number of shares acquired or disposed of, only that an amendment to the Schedule 13D has been filed by Greenhaven Road Investment Management, L.P. and its affiliates.
What is the CUSIP number for Barnes & Noble Education, Inc. common stock?
The CUSIP number for Barnes & Noble Education, Inc. common stock is 06777U101.
When was this amendment filed with the SEC?
This amendment (Amendment No. 2) was filed on July 22, 2024.
Who are the listed group members associated with Greenhaven Road in this filing?
The listed group members are GREENHAVEN ROAD CAPITAL FUND 1, L.P., GREENHAVEN ROAD CAPITAL FUND 2, L.P., MVM FUNDS, LLC, and SCOTT STEWART MILLER.
What is the business address of Barnes & Noble Education, Inc.?
The business address of Barnes & Noble Education, Inc. is 120 Mountain View Boulevard, Basking Ridge, NJ 07920.
Filing Stats: 2,290 words · 9 min read · ~8 pages · Grade level 10 · Accepted 2024-07-22 16:05:45
Key Financial Figures
- $0.01 — ame of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 06777
- $64.0 million — The March 29 Term Sheet contemplated a $64.0 million rights offering at a $0.60 per share su
- $0.60 — ed a $64.0 million rights offering at a $0.60 per share subscription price, with $46.
- $46.0 million — 0.60 per share subscription price, with $46.0 million backstopped (such backstop at a $0.40 p
- $0.40 — million backstopped (such backstop at a $0.40 per share subscription price). The Marc
- $23.0 million — h 29 Term Sheet noted that no less than $23.0 million of the backstop would be invested, such
- $87.0 m — ribed the Issuer could raise a total of $87.0 million, and contemplated Greenhaven woul
- $90.0 million — ts (not including Outerbridge) to raise $90.0 million at a subscription price of $0.35 per sh
- $0.35 — 90.0 million at a subscription price of $0.35 per share. Greenhaven indicated that it
- $60.0 m — eenhaven indicated that it would invest $60.0 million, and the remaining $30.0 million
- $30.0 million — invest $60.0 million, and the remaining $30.0 million would come from other investors. The pr
- $0.05 — transaction at a subscription price of $0.05 per share, but no further discussions o
- $11 million — op investors and Outerbridge committing $11 million to the transaction. · On May 1
- $57.0 million — t would be backstopped in the amount of $57.0 million at $0.35 per share ($45.0 and $10.0 mil
- $45.0 — nt of $57.0 million at $0.35 per share ($45.0 and $10.0 million of such backstop comm
Filing Documents
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Contracts, Arrangements, Understandings
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As disclosed by the Issuer in its Definitive Proxy Statement filed with the SEC on May 15, 2024: · On or about March 29, 2024, Outerbridge Capital Management, LLC (“ Outerbridge ”) delivered a preliminary, non-binding proposal on behalf of itself, Greenhaven and other investors (the “ March 29 Term Sheet ”, which is Exhibit 2 to this Schedule 13D). The March 29 Term Sheet contemplated a $64.0 million rights offering at a $0.60 per share subscription price, with $46.0 million backstopped (such backstop at a $0.40 per share subscription price). The March 29 Term Sheet noted that no less than $23.0 million of the backstop would be invested, such that if the rights offering was fully subscribed the Issuer could raise a total of $87.0 million, and contemplated Greenhaven would have the right to designate one director upon closing of the transaction. The March 29 Term Sheet was subject to the Issuer entering into a new senior credit facility agreeable to the investors. · On the evening of April 9, 2024, Greenhaven delivered an indication of interest to the Issuer on behalf of itself and other participants (not including Outerbridge) to raise $90.0 million at a subscription price of $0.35 per share. Greenhaven indicated that it would invest $60.0 million, and the remaining $30.0 million would come from other investors. The proposal was non-binding and did not have committed debt financing. · On or about April 11, 2024, Greenhaven withdrew its April 9, 2024 proposal and tried to engage the Issuer and Toro 18 Holdings LLC (“ Immersion ”) to participate in an Immersion-led transaction at a subscription price of $0.05 per share, but no further discussions occurred between Greenhaven and Immersion. · On April 14, 2024, Greenhaven delivered to the Issuer a new non-binding proposal to raise approximately
Material to be Filed as Exhibits
ITEM 7. Material to be Filed as Exhibits. Exhibit No. Document 1. Joint Filing Agreement (previously filed) 2. March 29 Term Sheet (filed herewith) 3. May 1 Proposal (filed herewith) Page 9 of 11 pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct. Dated: July 22, 2024 Scott Stewart Miller Greenhaven Road Investment Management, LP MVM Funds, LLC Greenhaven Road Capital Fund 1, L.P. Greenhaven Road Capital Fund 2, L.P. By: /s/ Scott Stewart Miller Scott Miller, for himself and as the Managing Member of the General Partner (for itself and on behalf of the Funds and the Investment Manager) Page 10 of 11 pages EXHIBIT INDEX Exhibit No. Document 1. Joint Filing Agreement (previously filed) 2. March 29 Term Sheet (filed herewith) 3. May 1 Letter (filed herewith) Page 11 of 11 pages