--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-157896" form_type: "8-K" ticker: "BNED" cik: "0001634117" company_name: "Barnes & Noble Education, Inc." filed_at: "2023-05-31T23:59:59+00:00" generated_at: "2026-06-14T10:31:53.095296+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Barnes & Noble Education sells DSS segment for ~$20M net; prelim FY2023 Adj EBITDA $(10)-$(5)M ## Summary - Sold DSS segment (Student Brands/bartleby) to Learneo for approx. $20M net proceeds; used for debt repayment and working capital. - Prelim FY2023 non-GAAP Adj EBITDA from cont ops $(10)-$(5)M, below guidance due to lower Q4 revenue and shift to lower-margin digital course materials. - Cash $24M, total debt $184M, net debt ~$160M as of Apr 29; ABL amendment raised margin to 3.75% SOFR and deferred advance rate reduction to Sep 1. - Expects improved Adj EBITDA in FY2024; pursuing new credit facility to strengthen capital structure. - DSS segment reported as discontinued ops; segment EBITDA not material to full-year consolidated result. ## SEC filing metadata - accession: 0001193125-23-157896 - form_type: 8-K - ticker: BNED - cik: 0001634117 - company_name: Barnes & Noble Education, Inc. - filed_at: 2023-05-31T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1634117/000119312523157896/0001193125-23-157896-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1634117/000119312523157896/d461747d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-157896 - JSON: https://secwatch.observer/filing/0001193125-23-157896.json - Plain text: https://secwatch.observer/filing/0001193125-23-157896.txt ## Key facts - Earnings Releases Barnes & Noble Education, Inc. updated its the twelve months ended April 29, 2023 guidance (lowered). - Period: the twelve months ended April 29, 2023 - Guidance: lowered - Result: preliminary results source text: The Company expects to report consolidated full year non-GAAP Adjusted EBITDA from continuing operations in the range of $(10) million to $(5) million, compared to $(10.3) million in the prior year period. The Company’s fiscal 2023 non-GAAP Adjusted EBITDA from continuing operations is below its guidance evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312523157896/0001193125-23-157896-index.htm - Material Agreements Barnes & Noble Education, Inc. amended Amended Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC valued at Second Amendment to Term Loan Credit Agreement; deferred prepayment upon certain liquidity events to (effective 2023-05-24). - Action: amendment - Agreement: credit facility - Counterparty: TopLids LendCo, LLC and Vital Fundco, LLC - Value: Second Amendment to Term Loan Credit Agreement; deferred prepayment upon certain liquidity events to - Effective: 2023-05-24 source text: On May 24, 2023 (the "Amendment Closing Date"), Barnes & Noble Education, Inc. (the "Company") entered into (i) a Seventh Amendment (the "ABL Amendment") to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the "ABL Credit Agreement"), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the "ABL Agent") and (ii) a Second Amendment (the "Term Loan Amendment") to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the "Term Loan Credit Agreement"), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders. evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312523157896/0001193125-23-157896-index.htm - Material Agreements Barnes & Noble Education, Inc. amended Amended ABL Credit Agreement with Bank of America, N.A. valued at Seventh Amendment to Credit Agreement; increased applicable margin to 3.75% (SOFR) / 2.75% (base rat (effective 2023-05-24). - Action: amendment - Agreement: credit facility - Counterparty: Bank of America, N.A. - Value: Seventh Amendment to Credit Agreement; increased applicable margin to 3.75% (SOFR) / 2.75% (base rat - Effective: 2023-05-24 source text: On May 24, 2023 (the "Amendment Closing Date"), Barnes & Noble Education, Inc. (the "Company") entered into (i) a Seventh Amendment (the "ABL Amendment") to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the "ABL Credit Agreement"), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the "ABL Agent") and (ii) a Second Amendment (the "Term Loan Amendment") to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the "Term Loan Credit Agreement"), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders. evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312523157896/0001193125-23-157896-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.