Announces Cooperation Agreement with
Outerbridge
Barnes & Noble Education, Inc. (NYSE: BNED), a leading
solutions provider for the education industry, today announced that
it has appointed Lowell W. Robinson to its Board of Directors as an
independent director and as a member of the Board’s Audit
Committee, effective immediately. The Company also announced it has
entered into a cooperation agreement with Outerbridge Capital
Management, LLC (“Outerbridge”), which currently owns approximately
13.5% of the Company’s outstanding shares.
“We are pleased to welcome Lowell to our Board as an independent
director,” said Michael P. Huseby, Chairman and Chief Executive
Officer. “Lowell is a seasoned executive with significant
experience in both the digital and education industries, and we
look forward to his input as we continue our digital
transformation. We are confident we will benefit from his insights
as we continue to make significant progress on the execution of our
digital strategy and the ongoing review of strategic opportunities
by the Board and its advisors.”
“I am honored to join the BNED Board of Directors,” said Mr.
Robinson. “BNED is a unique company with significant growth
potential, offering innovative digital solutions that are more
important than ever to students and educators given the closures of
campuses due to COVID-19. I look forward to working closely with
the Board and management team to continue building on the momentum
of the Company’s key stabilization and growth initiatives to drive
long-term value for shareholders.”
Pursuant to the cooperation agreement, Outerbridge will vote all
of its shares in favor of all the persons nominated by the Board to
serve as directors of the Company at the 2020 Annual Meeting, which
will include Mr. Robinson. Additionally, pursuant to the agreement,
the Company has agreed to nominate Zachary Levenick as a director
candidate for election at the 2020 Annual Meeting. Outerbridge has
also agreed to abide by certain customary standstill provisions.
The full agreement between BNED and Outerbridge will be filed in a
Form 8-K with the U.S. Securities and Exchange Commission.
“We have engaged in a constructive dialogue with BNED over the
past year and are pleased to have reached this agreement in support
of BNED’s future,” said Rory Wallace, Chief Investment Officer of
Outerbridge. “With its unique set of offerings that serve digital,
virtual and in-person education, and its highly differentiated
retail business, BNED has a special opportunity not only to deliver
value to its shareholders and to all stakeholders in the higher
education system, but to help shape the future of the industry by
stepping forward in this time of disruption. The Company has
demonstrated its ability to manage expenses and liquidity while
simultaneously growing bartleby® and its inclusive access
offerings, First Day® and First Day Complete at an impressive, and
accelerating, rate. We remain deeply committed to BNED, which we
believe to be an investment opportunity with tremendous standalone
and strategic value, and are excited to continue our engagement
with management and the Board as we pursue our common goal of
enhancing shareholder value.”
Morgan Stanley & Co. is acting as financial advisor to the
Company and Gibson, Dunn & Crutcher LLP is acting as legal
counsel to the Company. Olshan Frome Wolosky LLP is acting as legal
counsel to Outerbridge.
About Lowell W. Robinson
Mr. Robinson has significant public company Board experience,
including in the education sector. He is an experienced digital,
education, and turnaround and M&A executive. Mr. Robinson has
served as a member of the board of Medley Capital Corporation since
2018, where he sits on the Audit Committee and Special Committee of
the board. He previously served on the board of Aratana
Therapeutics from 2018 until its sale to ELANCO in 2019. He also
previously served on the board of EVINE from 2014 to 2018 where he
was Chairman of the Audit Committee and served on the Finance
Committee. He also served on the board of HigherOne, a fintech
education services company, from 2014 until its sale in 2016, where
he chaired the Audit Committee and was on the Risk Management
Committee. From 2006-2009 Mr. Robinson was chief financial officer
and chief operating officer of MIVA, a digital marketing company.
He was on the board of Edison Schools from 2002 to 2004, where he
chaired the audit committee and was lead director; while on the
board of Edison Schools, he was interim CFO for NYU Polytechnic,
where he architected a highly successful turnaround. From 2000 to
2002, he served as senior vice president and chief financial
officer of HotJobs, which was acquired by Yahoo Inc. Mr. Robinson
has also served on the board of each of the University of Wisconsin
Business School, the Council for Economic Education, the University
of Wisconsin Economics Department, the Harvard Business School Club
of New York, and the New York Academy of Sciences. Mr. Robinson
received his Bachelor of Arts degree in Economics from the
University of Wisconsin – Madison and a Master of Business
Administration from Harvard Business School.
ABOUT BARNES & NOBLE EDUCATION, INC.
Barnes & Noble Education, Inc. (NYSE: BNED) is a leading
solutions provider for the education industry, driving
affordability, access and achievement at hundreds of academic
institutions nationwide and ensuring millions of students are
equipped for success in the classroom and beyond. Through its
family of brands, BNED offers campus retail services and academic
solutions, a digital direct-to-student learning ecosystem,
wholesale capabilities and more. BNED is a company serving all who
work to elevate their lives through education, supporting students,
faculty and institutions as they make tomorrow a better, more
inclusive and smarter world. For more information, visit
www.bned.com.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 and information relating to us and our business that are
based on the beliefs of our management as well as assumptions made
by and information currently available to our management. When used
in this communication, the words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “plan,” “will,” “forecasts,”
“projections,” and similar expressions, as they relate to us or our
management, identify forward-looking statements. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make, including any statements made in regards to our
response to the COVID-19 pandemic. In light of these risks,
uncertainties and assumptions, the future events and trends
discussed in this press release may not occur and actual results
could differ materially and adversely from those anticipated or
implied in the forward-looking statements. Such statements reflect
our current views with respect to future events, the outcome of
which is subject to certain risks, including, among others: risks
associated with COVID-19 and the governmental responses to it,
including its impacts across our businesses on demand and
operations, as well as on the operations of our suppliers and other
business partners, and the effectiveness of our actions taken in
response to these risks; general competitive conditions, including
actions our competitors and content providers may take to grow
their businesses; a decline in college enrollment or decreased
funding available for students; decisions by colleges and
universities to outsource their physical and/or online bookstore
operations or change the operation of their bookstores;
implementation of our digital strategy may not result in the
expected growth in our digital sales and/or profitability; risk
that digital sales growth does not exceed the rate of investment
spend; the performance of our online, digital and other
initiatives, integration of and deployment of, additional products
and services including new digital channels, and enhancements to
higher education digital products, and the inability to achieve the
expected cost savings; the risk of price reduction or change in
format of course materials by publishers, which could negatively
impact revenues and margin; the general economic environment and
consumer spending patterns; decreased consumer demand for our
products, low growth or declining sales; the strategic objectives,
successful integration, anticipated synergies, and/or other
expected potential benefits of various acquisitions may not be
fully realized or may take longer than expected; the integration of
the operations of various acquisitions into our own may also
increase the risk of our internal controls being found ineffective;
changes to purchase or rental terms, payment terms, return
policies, the discount or margin on products or other terms with
our suppliers; our ability to successfully implement our strategic
initiatives including our ability to identify, compete for and
execute upon additional acquisitions and strategic investments;
risks associated with operation or performance of MBS Textbook
Exchange, LLC’s point-of-sales systems that are sold to college
bookstore customers; technological changes; risks associated with
counterfeit and piracy of digital and print materials; our
international operations could result in additional risks; our
ability to attract and retain employees; risks associated with data
privacy, information security and intellectual property; trends and
challenges to our business and in the locations in which we have
stores; non-renewal of managed bookstore, physical and/or online
store contracts and higher-than-anticipated store closings;
disruptions to our information technology systems, infrastructure
and data due to computer malware, viruses, hacking and phishing
attacks, resulting in harm to our business and results of
operations; disruption of or interference with third party web
service providers and our own proprietary technology; work
stoppages or increases in labor costs; possible increases in
shipping rates or interruptions in shipping service; product
shortages, including decreases in the used textbook inventory
supply associated with the implementation of publishers’ digital
offerings and direct to student textbook consignment rental
programs, as well as the risks associated with the impacts that
public health crises may have on the ability of our suppliers to
manufacture or source products, particularly from outside of the
United States; changes in domestic and international laws or
regulations, including U.S. tax reform, changes in tax rates, laws
and regulations, as well as related guidance; enactment of laws or
changes in enforcement practices which may restrict or prohibit our
use of texts, emails, interest based online advertising, recurring
billing or similar marketing and sales activities; the amount of
our indebtedness and ability to comply with covenants applicable to
any future debt financing; our ability to satisfy future capital
and liquidity requirements; our ability to access the credit and
capital markets at the times and in the amounts needed and on
acceptable terms; adverse results from litigation, governmental
investigations, tax-related proceedings, or audits; changes in
accounting standards; and the other risks and uncertainties
detailed in the section titled “Risk Factors” in Part I - Item 1A
in our Annual Report on Form 10-K for the year ended May 2, 2020.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those described as anticipated,
believed, estimated, expected, intended or planned. Subsequent
written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise after the date of this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200721005249/en/
Media Contact: Carolyn J. Brown Senior Vice President
Corporate Communications and Public Affairs Barnes & Noble
Education, Inc. (908) 991-2967 cbrown@bned.com
Investor Contact: Andy Milevoj Vice President Corporate
Finance and Investor Relations Barnes & Noble Education, Inc.
(908) 991-2776 amilevoj@bned.com
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