---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-197828"
form_type: "8-K"
ticker: "BNED"
cik: "0001634117"
company_name: "Barnes & Noble Education, Inc."
filed_at: "2023-07-28T23:59:59+00:00"
generated_at: "2026-06-12T23:04:44.728377+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# BNED extends debt maturities to 2024/2025, appoints CRO, forms strategic committee

## Summary
- Extended ABL maturity to Dec 28, 2024 and Term Loan to Apr 7, 2025.
- Added minimum Consolidated EBITDA covenant; advance rates on borrowing base reduced by 1000 bps from Sep 2, 2024.
- Must appoint a Chief Restructuring Officer and two new independent board directors by Aug 11, 2023.
- Board committee formed to explore strategic alternatives including sale, asset divestitures, or capital raise.

## SEC filing metadata
- accession: 0001193125-23-197828
- form_type: 8-K
- ticker: BNED
- cik: 0001634117
- company_name: Barnes & Noble Education, Inc.
- filed_at: 2023-07-28T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1634117/000119312523197828/0001193125-23-197828-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1634117/000119312523197828/d495606d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-197828
- JSON: https://secwatch.observer/filing/0001193125-23-197828.json
- Plain text: https://secwatch.observer/filing/0001193125-23-197828.txt

## Key facts
- Material Agreements
  Barnes & Noble Education, Inc. amended Third Amendment to the Term Loan Credit Agreement with TopLids LendCo, LLC and Vital Fundco, LLC valued at Amendment to extend maturity to April 7, 2025, allow interest paid in kind until September 2, 2024, (effective 2023-07-28).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: TopLids LendCo, LLC and Vital Fundco, LLC
  - Value: Amendment to extend maturity to April 7, 2025, allow interest paid in kind until September 2, 2024,
  - Effective: 2023-07-28
  source text: and (ii) a Third 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/1634117/000119312523197828/0001193125-23-197828-index.htm
- Material Agreements
  Barnes & Noble Education, Inc. amended Eighth Amendment to the ABL Credit Agreement with Bank of America, N.A. valued at Amendment to extend maturity to December 28, 2024, reduce advance rates, add CARES Act tax refund cl (effective 2023-07-28).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Bank of America, N.A.
  - Value: Amendment to extend maturity to December 28, 2024, reduce advance rates, add CARES Act tax refund cl
  - Effective: 2023-07-28
  source text: On July 28, 2023 (the “Amendment Closing Date”), Barnes & Noble Education, Inc. (the “Company”) entered into (i) an Eighth 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312523197828/0001193125-23-197828-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.