| Item 7.01 |
Regulation FD Disclosure. |
Barnes & Noble Education, Inc. (the “Company”, “we”, “us”, “our”) recently completed an At-the-Market equity offering program under a sales agreement with BTIG, LLC as the sales agent, pursuant to which the Company issued and sold shares of the Company’s common stock with an aggregate price of $40 million. The proceeds of this capital raise will reduce go-forward annual interest expense, accelerate the ability to win new customers, and enhance the Company’s strategic and balance sheet optionality. The proceeds are also anticipated to help pull forward the timeline needed to reach the Company’s medium-term goal of bringing annual interest costs to $10 million or less.
Additionally, the Company today filed a mixed-use shelf offering (the “Shelf Offering”) for an aggregate initial offering price of up to $100 million. This Shelf Offering will provide flexibility as the Company seeks to optimize its capital structure and strategic optionality over time.
Forward-Looking Statements
This Form 8-K 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. Such statements include statements regarding our expectations with respect to use of proceeds and potential impact thereof and the impact of our Shelf Offering. 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. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Form 8-K 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 our ability to successfully execute on our business plan, as well as those detailed in the Company’s Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports.
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 Form 8-K.
