Outerbridge Capital reaches agreement with Barnes & Noble Education (BNED)

Market Cap: $154 million | Barnes & Noble Education, Inc. operates bookstores for college and university campuses, and K-12 institutions in the United States. It operates in three segments: Retail, Wholesale, and Digital Student Solutions (DSS). 

On June 25, 2022, Outerbridge entered into a cooperation agreement with the company and pursuant to it, the company agreed that the Board will nominate Rory Wallace (Managing Member of Outerbridge Capital) for election to the Board at the 2022 AGM. Source

Past

On June 26, 2020, Outerbridge delivered a letter to the company nominating a slate of four director candidates, including Mike Alfred, David Kim, Zachary Levenick and Lowell Robinson, for election to the Board at the 2020 AGM. Source

On July 20, 2020, Outerbridge Capital entered into a cooperation agreement with the company and pursuant to it, the company agreed to nominate for election to the Board at the 2020 Annual Meeting each of Mr. Robinson and, subject to the satisfactory completion of a customary vetting process, Mr. Zachary Levenick.

On October 22, 2020, Outerbridge Capital (13.4%) entered into a letter agreement with the company, pursuant to which, the Board agreed to grant an exemption under the company’s Rights Agreement, dated March 25, 2020 and to consider Outerbridge Capital to be an “Exempt Person” under the Rights Agreement. As a condition to the Board granting the Exemption, Outerbridge Capital  agreed that, among other things, they will not acquire beneficial ownership of or have an economic interest in securities of the company in an amount that would equal or exceed 14.9% of the then outstanding shares of Common Stock. Source

On November 3, 2020, Outerbridge Capital (12.9%) stated that it was pleased with the recent execution and financial performance of the company, particularly with respect to its strong liquidity management, improved operating efficiency, momentum in winning new business, and the accelerating traction and impressive growth of its First Day Complete, bartleby®, and merchandise eCommerce initiatives.  It stated its belief that the company is transforming itself into a market-leading digital education platform and are strongly supportive of this transformation. On October 30, 2020, to better align its long-term support of the company with the objectives and liquidity terms of its limited partners, Outerbridge Master sold its entire holding of the company to Outerbridge Special Opportunities, which is an unlevered single-stock vehicle dedicated solely to holding BNED shares. Source

On June 25, 2021 , Outerbridge Capital reduced its stake to 9.9% and commended the management and the Board for their work and other initiatives.

On July 22, 2021, Outerbridge entered into a letter agreement with the company, which amends and extends certain provisions set forth under the Cooperation Agreement previously entered into between Outerbridge and the company on June 20, 2020. Pursuant to the Amendment, the company agreed to renominate for election to the Board at the 2021 AGM each of Mr. Lowell W. Robinson and Mr. Zachary Levenick, each of whom are current members of the Board serving terms set to expire at the 2021 AGM.