---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-097934"
form_type: "8-K"
ticker: "BNED"
cik: "0001634117"
company_name: "Barnes & Noble Education, Inc."
filed_at: "2024-04-16T23:59:59+00:00"
generated_at: "2026-06-03T22:15:48.793280+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# BNED announces $95M capital raise, $34M debt conversion, new $325M ABL facility

## Summary
- Gross proceeds of $95M: $50M private investment led by Immersion and $45M fully backstopped rights offering at $0.05/share.
- Second-lien lenders (Fanatics, Lids, VitalSource) convert ~$34M debt into common stock, eliminating that liability.
- New 4-year, $325M ABL facility committed; maturity 2028 with initial SOFR margin of 3.50%.
- CEO Michael Huseby enters revised severance agreement: $750,000 plus $750,000 for six-month transition consulting.
- Transactions subject to stockholder approval and other closing conditions; expected close June 2024.

## SEC filing metadata
- accession: 0001193125-24-097934
- form_type: 8-K
- ticker: BNED
- cik: 0001634117
- company_name: Barnes & Noble Education, Inc.
- filed_at: 2024-04-16T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1634117/000119312524097934/0001193125-24-097934-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1634117/000119312524097934/d819518d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-097934
- JSON: https://secwatch.observer/filing/0001193125-24-097934.json
- Plain text: https://secwatch.observer/filing/0001193125-24-097934.txt

## Key facts
- Debt Financings
  Barnes & Noble Education, Inc. amended revolving credit of $325 million aggregate committed principal amount (New ABL Facility) with lenders under existing asset-based revolving credit facility at not specified maturing four-year.
  - Instrument: revolving credit
  - Principal: $325 million aggregate committed principal amount (New ABL Facility)
  - Counterparty: lenders under existing asset-based revolving credit facility
  - Rate: not specified
  - Maturity: four-year
  - Event: amendment
  source text: On April 16, 2024, the Company entered into a commitment letter with the lenders under its existing asset-based revolving credit facility (the "Existing ABL Facility") to provide for a new four-year asset-based credit facility in an aggregate committed principal amount of $325 million (the "New ABL Facility"), which New ABL Facility will replace the Existing ABL Facility.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312524097934/0001193125-24-097934-index.htm
- Debt Financings
  Barnes & Noble Education, Inc. amended revolving credit of same as Existing ABL Facility with lenders under existing asset-based revolving credit facility at not specified maturing not specified.
  - Instrument: revolving credit
  - Principal: same as Existing ABL Facility
  - Counterparty: lenders under existing asset-based revolving credit facility
  - Rate: not specified
  - Maturity: not specified
  - Event: amendment
  source text: on April 16, 2024, the Company amended its Existing ABL Facility to, among other things, revise certain milestones related to the previously-disclosed liquidity and refinancing contingency plans to align such milestones with the Transactions contemplated by the Purchase Agreement (the "Twelfth Amendment to Credit Agreement")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312524097934/0001193125-24-097934-index.htm
- Material Agreements
  Barnes & Noble Education, Inc. entered into Twelfth Amendment to Credit Agreement with lenders under its existing asset-based revolving credit facility valued at Amendment to Existing ABL Facility revising milestones to align with Purchase Agreement transactions (effective 2024-04-16).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: lenders under its existing asset-based revolving credit facility
  - Value: Amendment to Existing ABL Facility revising milestones to align with Purchase Agreement transactions
  - Effective: 2024-04-16
  source text: On April 16, 2024, the Company amended its Existing ABL Facility to, among other things, revise certain milestones related to the previously-disclosed liquidity and refinancing contingency plans to align such milestones with the Transactions contemplated by the Purchase Agreement (the “Twelfth Amendment to Credit Agreement”),
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312524097934/0001193125-24-097934-index.htm
- Material Agreements
  Barnes & Noble Education, Inc. entered into Commitment Letter for New ABL Facility with the lenders under its existing asset-based revolving credit facility valued at $325 million aggregate committed principal amount (effective 2024-04-16).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: the lenders under its existing asset-based revolving credit facility
  - Value: $325 million aggregate committed principal amount
  - Effective: 2024-04-16
  source text: On April 16, 2024, the Company entered into a commitment letter with the lenders under its existing asset-based revolving credit facility (the “Existing ABL Facility”) to provide for a new four-year asset-based credit facility in an aggregate committed principal amount of $325 million (the “New ABL Facility”), which New ABL Facility will replace the Existing ABL Facility.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312524097934/0001193125-24-097934-index.htm
- Material Agreements
  Barnes & Noble Education, Inc. entered into Purchase Agreement with Toro 18 Holdings LLC, Selz Family 2011 Trust, Outerbridge Capital Management, LLC, Vital Fundco, LLC, TopLids LendCo, LLC valued at Up to $140 million in aggregate value, including $45 million rights offering, $45 million standby pu (effective 2024-04-16).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Toro 18 Holdings LLC, Selz Family 2011 Trust, Outerbridge Capital Management, LLC, Vital Fundco, LLC, TopLids LendCo, LLC
  - Value: Up to $140 million in aggregate value, including $45 million rights offering, $45 million standby pu
  - Effective: 2024-04-16
  source text: On April 16, 2024, Barnes & Noble Education, Inc. (the “Company,” “we,” “our” or “us”) entered into a standby, securities purchase and debt conversion agreement (the “Purchase Agreement”) with Toro 18 Holdings LLC (“Immersion”), Selz Family 2011 Trust (“Selz”), Outerbridge Capital Management, LLC (“Outerbridge”, and together with Immersion and Selz, the “Standby Purchasers”), Vital Fundco, LLC (“Vital”) and TopLids LendCo, LLC (“TopLids”, together with the Standby Purchasers and Vital, the “Purchasers”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1634117/000119312524097934/0001193125-24-097934-index.htm

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