Greenhaven Road Capital Takes 10.7% Stake in Barnes & Noble Education

TL;DR

**Greenhaven Road Capital now owns 10.7% of BNED. Expect activism.**

AI Summary

On May 17, 2024, Greenhaven Road Investment Management, L.P. and its affiliates filed an SC 13D, reporting beneficial ownership of 10.7% of Barnes & Noble Education, Inc. common stock. This filing indicates a significant stake and potential for activist involvement by Greenhaven Road Capital Fund 1, L.P., Greenhaven Road Capital Fund 2, L.P., and MVM Funds, LLC.

Why It Matters

This filing signals that a significant institutional investor has taken a substantial position in Barnes & Noble Education, potentially leading to changes in company strategy or management.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake by an investment firm, suggesting potential for activist actions that could impact the stock price.

Key Numbers

• 10.7% — Beneficial Ownership (Percentage of Barnes & Noble Education, Inc. common stock held by Greenhaven Road Investment Management, L.P. and its affiliates.)

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

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0677
• $13,607,942 — NDS AMOUNT OF FUNDS Working Capital $13,607,942 One or more of the Reporting Persons
• $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

Filing Documents

• tm2414132d3_sc13da.htm (SC 13D) — 93KB
• tm2414132d3_ex1.htm (EX-99.1) — 4KB
• 0001104659-24-062918.txt ( ) — 99KB

Security and Issuer

ITEM 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D (this “ Statement ” or this “ Schedule 13D ”) relates is the Common Stock, par value $0.01 per share (the “ Common Stock ”), of Barnes & Noble Education, Inc. (the “ Issuer ”), with its principal executive offices located at 120 Mountain View Boulevard, Basking Ridge, NJ 07920, United States.

Identity and Background

ITEM 2. Identity and Background. (a)-(c) and (f) The names of the persons filing this Statement (the “ Reporting Persons ”) are: (1) Scott Stewart Miller, a United States citizen (“ Mr. Miller ”); (2) Greenhaven Road Investment Management, LP, a Delaware limited partnership (the “ Investment Manager ” or “ Greenhaven ”); (3) MVM Funds, LLC, a New York limited liability company (the “ General Partner ”); (4) Greenhaven Road Capital Fund 1, L.P., a Delaware limited partnership (“ Fund 1 ”); and (5) Greenhaven Road Capital Fund 2, L.P., a Delaware limited partnership (“ Fund 2 ”, and together with Fund 1, the “ Funds ”). Each Fund is a private investment vehicle. The Funds directly beneficially own the Common Stock (as defined below) reported in this Statement. The Investment Manager is the investment manager of the Funds. The General Partner is the general partner of the Funds and the Investment Manager. Mr. Miller is the controlling person of the General Partner. Mr. Miller, the Investment Manager and the General Partner may be deemed to beneficially own the Common Stock directly beneficially owned by the Funds. Each Reporting Person disclaims beneficial The principal business of each Fund is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. The principal business of the Investment Manager is providing investment management services to the Funds and other clients. The principal business of the General Partner is acting as general partner to the Funds and the Investment Manager. Mr. Miller’s principal occupation is serving as the Managing Member of the General Partner. The principal business address of the Reporting Persons is c/o Royce & Associates LLC, 8 Sound Shore D

Source and Amount of Funds or Other Consideration

ITEM 3. Source and Amount of Funds or Other Consideration The source and amount of funds including commissions used by the Funds in making their purchases of the shares of Common Stock owned by them are set forth below: SOURCE OF FUNDS AMOUNT OF FUNDS Working Capital $13,607,942 One or more of the Reporting Persons may effect purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Purpose of Transaction

ITEM 4. Purpose of Transaction. The Funds purchased the shares of Common Stock that they own in the Investment Manager’s belief that the shares of Common Stock were an attractive investment. Page 7 of 12 pages 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.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer. (a)As of March 29, 2024, the Event Date of this Schedule 13D, and as of May 17, 2024, the filing date of this Schedule 13D, the Reporting Persons beneficially own: (i) Fund 1 directly beneficially owns 2,291,751 shares of Common Stock, representing 4.3% of all of the outstanding shares of Common Stock. (ii) Fund 2 directly beneficially owns 2,964,591 shares of Common Stock, representing 5.6% of all of the outstanding shares of Common Stock. (iii) The Investment Manager, as the investment manager of the Funds, and the General Partner, as the general partner of the Funds and the Investment Manager, may each be deemed to beneficially own the 5,256,342 shares of Common Stock held by the Funds, representing 9.9% of all of the outstanding shares of Common Stock. (iv) Mr. Miller, as the Managing Member of the General Partner, may be deemed to beneficially own the 5,256,342 shares of Common Stock beneficially owned by the Investment Manager and the General Partner, representing 9.9% of all of the outstanding shares of Common Stock. (v) Collectively, the Reporting Persons beneficially own 5,256,342 shares of Common Stock, representing 9.9% of all of the outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares beneficially owned directly by such Reporting Person. The foregoing percentages set forth in this response are based on 53,156,369 shares of Common Stock outstanding as of May 13, 2024, as reported by the Issuer in its Definitive Proxy Statement filed with the SEC on May 15, 2024. (b)The Funds have, and each of the Investment Manager, the General Partner and Mr. Miller may be deemed to have, the sole power to vote or direct the vote of and to dispose or direct the disposition of the 5,256,342 shares of Common Stock reported herein. Page 9 of 12 pages (c)No transactions in the Common Stock have been effected by a

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. See Item 4.

Material to be Filed as Exhibits

ITEM 7. Material to be Filed as Exhibits. Exhibit No. Document 1. Joint Filing Agreement 2. March 29 Term Sheet* 3. May 1 Proposal Letter* * Confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 has been requested for this exhibit, which has been omitted and filed separately with the U.S. Securities and Exchange Commission. Page 10 of 12 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: May 17, 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 11 of 12 pages EXHIBIT INDEX Exhibit No. Document 1. Joint Filing Agreement 2. March 29 Term Sheet* 3. May 1 Proposal Letter* * Confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 has been requested for this exhibit, which has been omitted and filed separately with the U.S. Securities and Exchange Commission. Page 12 of 12 pages

View Full Filing

View this SC 13D filing on SEC EDGAR