SEC Comment Letter 0000000000-24-005019 to Barnes & Noble Education, Inc. (BNED) (CIK 0001634117) (BNED)
Barnes & Noble Education, Inc. (BNED) (CIK 0001634117)
Date: May 2, 2024 · CIK: 0001634117 · Accession: 0000000000-24-005019
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37499
Letter
United States securities and exchange commission logo May 2, 2024 Michael Huseby Chief Executive Officer Barnes & Noble Education, Inc. 120 Mountain View Blvd Basking Ridge, NJ 07920 Re:Barnes & Noble Education, Inc. Preliminary Proxy Statement on Schedule 14A Filed April 23, 2024 File No. 001-37499 Dear Michael Huseby: We have reviewed your filing and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.We note that the Rights Offering, in conjunction with the Purchase Agreement, Term Credit Agreement and Private Investment, together contemplate the issuance of at least 1.8 billion shares of common stock. Please revise your disclosure throughout the proxy statement to clearly quantify the total number of shares that could be issued as a result of the aforementioned transactions. Refer to Item 11(a) of Schedule 14A. Additionally, please revise to also quantify the estimated potential dilutive impact of such transactions. Please provide enough information so that investors understand the impact of approving the proposals articulated in preliminary proxy statement.
FirstName LastNameMichael Huseby Comapany NameBarnes & Noble Education, Inc. May 2, 2024 Page 2 FirstName LastName Michael Huseby Barnes & Noble Education, Inc. May 2, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Sean Donahue
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United States securities and exchange commission logo
May 2, 2024
Michael Huseby
Chief Executive Officer
Barnes & Noble Education, Inc.
120 Mountain View Blvd
Basking Ridge, NJ 07920
Re:Barnes & Noble Education, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 23, 2024
File No. 001-37499
Dear Michael Huseby:
We have reviewed your filing and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that the Rights Offering, in conjunction with the Purchase Agreement, Term
Credit Agreement and Private Investment, together contemplate the issuance of at least
1.8 billion shares of common stock. Please revise your disclosure throughout the proxy
statement to clearly quantify the total number of shares that could be issued as a result of
the aforementioned transactions. Refer to Item 11(a) of Schedule 14A. Additionally,
please revise to also quantify the estimated potential dilutive impact of such transactions.
Please provide enough information so that investors understand the impact of approving
the proposals articulated in preliminary proxy statement.
FirstName LastNameMichael Huseby
Comapany NameBarnes & Noble Education, Inc.
May 2, 2024 Page 2
FirstName LastName
Michael Huseby
Barnes & Noble Education, Inc.
May 2, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Sean Donahue