Toro 18 Holdings Files SC 13D for Barnes & Noble Education

TL;DR

**Toro 18 Holdings just dropped a 13D on BNED. Big investor alert!**

AI Summary

On June 12, 2024, TORO 18 HOLDINGS LLC filed an SC 13D, indicating a significant stake in Barnes & Noble Education, Inc. The filing details the acquisition of shares by TORO 18 HOLDINGS LLC, with Elizabeth Gonzalez-Sussman of Olshan Frome Wolosky LLP acting as the authorized contact. This filing suggests a potential shift in the company's shareholder landscape.

Why It Matters

This filing signals a substantial investor's interest and potential influence over Barnes & Noble Education, Inc., which could lead to strategic changes or activism.

Risk Assessment

Risk Level: medium — SC 13D filings often precede activist campaigns or significant corporate actions, introducing uncertainty.

Key Players & Entities

• TORO 18 HOLDINGS LLC (company) — Filing entity
• Barnes & Noble Education, Inc. (company) — Subject company
• Elizabeth Gonzalez-Sussman (person) — Authorized contact for TORO 18 HOLDINGS LLC
• Olshan Frome Wolosky LLP (company) — Legal counsel for TORO 18 HOLDINGS LLC

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $0.05 — 0 new Shares at a subscription price of $0.05 per Share (the “Subscription Pric
• $10,033,507 — ,670,135 Shares for a purchase price of $10,033,507 after purchasing unsubscribed Rights pu
• $45,000,000 — ent transaction for a purchase price of $45,000,000 (the “PIPE Transaction”).
• $2,450,000 — d the PIPE Transaction in the amount of $2,450,000. The Issuer also paid an amount equal t

Filing Documents

• sc13d13446012_06102024.htm (SC 13D) — 208KB
• ex992to13d13446012_06102024.htm (EX-99.2) — 7KB
• 0000921895-24-001400.txt ( ) — 216KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Barnes & Noble Education, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 120 Mountainview Blvd., Basking Ridge, New Jersey 07920.

Identity and Background

Item 2. Identity and Background . (a) This statement is filed by: (i) Toro 18 Holdings LLC, a Delaware limited liability company (“Toro 18”), with respect to the Shares directly and beneficially owned by it; (ii) Immersion Corporation, a Delaware corporation (“Immersion”), as the sole member of Toro 18; (iii) William C. Martin (“Mr. Martin”), as the Chief Strategy Officer of Toro 18; (iv) Eric Singer (“Mr. Singer”), as the President and Chief Executive Officer of Toro 18; (v) Emily S. Hoffman; and (vi) Elias Nader. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Immersion. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. (b) The business address of each of Toro 18, Immersion and Mr. Singer is 2999 N.E. 191 st Street, Suite 610, Aventura, Florida 33180. The business address of Mr. Martin is c/o Raging Capital Ventures, Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553. The business address of Ms. Hoffman is P.O. Box 660, Princeton, New Jersey 08542. The business address of Mr. Nader is c/o QuickLogic Corporation, 2220 Lundy Avenue, San Jose, California 95131. (c) The principal business of Toro 18 is investing in securities. The principal business of Immersion is serving as a premier licensing comp

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . Of the 11,006,702 Shares directly owned by Toro 18, (i) 2,006,702 were purchased pursuant to the exercise of Toro 18’s subscriptions rights under the Issuer’s Rights Offering (as defined below) at the Subscription Price (as defined below), and (ii) 9,000,000 were purchased pursuant to the PIPE Transaction (as defined below) at the Subscription Price.

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. On April 16, 2024, the Issuer entered into a standby, securities purchase and debt conversion agreement (the “Purchase Agreement”) with Toro 18, Selz Family 2011 Trust, Outerbridge Capital Management, LLC, Vital Fundco, LLC and TopLids LendCo, LLC. Pursuant to the terms of the Purchase Agreement, the Issuer conducted a rights offering (the “Rights Offering”), whereby the Issuer distributed at no charge to the holders of its Shares non-transferable subscription rights (“Rights”) to purchase up to an aggregate of 900,000,000 new Shares at a subscription price of $0.05 per Share (the “Subscription Price”). On June 10, 2024 (the “Closing Date”), pursuant to the Purchase Agreement, Immersion, through Toro 18, purchased 200,670,135 Shares for a purchase price of $10,033,507 after purchasing unsubscribed Rights pursuant to the Backstop Commitment (as defined in the Purchase Agreement). In addition to the Shares purchased in the Rights Offering, pursuant to the Purchase Agreement, on the Closing Date, Immersion, through Toro 18, purchased from the Issuer 900,000,000 Shares at the Subscription Price in a private placement transaction for a purchase price of $45,000,000 (the “PIPE Transaction”).

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The aggregate percentage of Shares reported owned by each person named herein is based upon 26,204,956 Shares outstanding, which is the total number of Shares outstanding following the closing of the Rights Offering and PIPE Transaction. A. Toro 18 (a) As of the date hereof, Toro 18 directly beneficially owned 11,006,702 Shares. Percentage: Approximately 42.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 11,006,702 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 11,006,702 10 CUSIP No. 06777U200 (c) Other than as set forth in Item 4, Toro 18 has not entered into any transactions in the Shares during the past sixty days. B. Immersion (a) Immersion, as the sole member of Toro 18, may be deemed to beneficially own the 11,006,702 Shares owned by Toro 18. Percentage: Approximately 42.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 11,006,702 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 11,006,702 (c) Immersion has not entered into any transactions in the Shares during the past sixty days. C. Mr. Martin (a) As the Chief Strategy Officer of Toro 18, Mr. Martin may be deemed to beneficially own the 11,006,702 Shares owned by Toro 18. Percentage: Approximately 42.0% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 11,006,702 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 11,006,702 (c) Mr. Martin has not entered into any transactions in the Shares during the past sixty days. D. Mr. Singer (a) As President and Chief Executive Officer of Toro 18, Mr. Singer may be deemed to beneficially own the 11,006,702 Shares owned by Toro 18. Percentage: Approximately 42.0% (b) 1. Sole power to vote or di

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 . On April 16, 2024, the Purchasers and the Issuer entered into the Purchase Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. On June 12, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 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 Ex. 10.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 16, 2024). 99.2 Joint Filing Agreement by and among Toro 18 Holdings LLC, Immersion Corporation, William Martin, Eric Singer, Emily S. Hoffman and Elias Nader, dated June 12, 2024. 12 CUSIP No. 06777U200

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 12, 2024 TORO 18 HOLDINGS LLC By: /s/ Eric Singer Name: Eric Singer Title: President and CEO IMMERSION CORPORATION By: /s/ Eric Singer Name: Eric Singer Title: President, CEO and Chairman /s/ William C. Martin WILLIAM C. MARTIN /s/ Eric Singer ERIC SINGER /s/ Emily S. Hoffman EMILY S. HOFFMAN /s/ Elias Nader ELIAS NADER 13 CUSIP No. 06777U200 SCHEDULE A Directors and Officers of Immersion Corporation Name and Position Principal Occupation Principal Business Address Citizenship Eric Singer President, Chief Executive Officer and Chairman of the Board of Directors 1 William C. Martin Chief Strategy Officer and Director 1 Emily Hoffman Director 1 Elias Nader Director 1 J. Michael Dodson Chief Financial Officer Chief Financial Officer of Immersion Corporation c/o Immersion Corporation 2999 N.E. 191 st Street, Suite 610, Aventura, Florida 33180 United States of America Frederick Wasch Director Managing Partner, Chief Financial Officer, Chief Operating Officer, and Chief Compliance Officer of Raging Capital Ventures Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553 United States of America 1 Messrs. Singer, Martin and Nader and Ms. Hoffman are Reporting Persons and, as such, the information with respect to each of them called for by the Schedule 13D is set forth therein.

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View this SC 13D filing on SEC EDGAR