BARNES & NOBLE EDUCATION, INC. (NYSE:BNED) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On March 1, 2019, Barnes & Noble Education, Inc. (the “Company”) entered into a Second Amendment, Waiver and Consent to Credit Agreement (the “Second Amendment”) to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the Second Amendment, the “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 Second Amendment extends the maturity date of the Credit Agreement to five years from the date of the Second Amendment, or March 1, 2024. The applicable margin for credit extensions of revolving LIBO rate loans under the Credit Agreement was amended to include three levels based on average daily availability: (i) at less than 33% of the Loan Cap (as defined in the Credit Agreement), the applicable margin for LIBO rate loans is 1.75%, (ii) at greater than 33% of the Loan Cap but less than 66% of the Loan Cap, the applicable margin for LIBO rate loans is 1.50% and (iii) at greater than 66% of the Loan Cap, the applicable margin for LIBO rate loans is 1.25%. The applicable margin for credit extensions of LIBO rate loans under the first-in-last-out facility (the “FILO Facility”) under the Credit Agreement was reduced to 2.75%.

The Second Amendment also restores the aggregate commitment of the FILO Facility to $100 million, subject to the following reductions: (i) reduction to $75 million on August 1, 2019, (ii) reduction to $50 million on August 1, 2020, (iii) reduction to $25 million on August 1, 2021 and (iv) reduction to $0 on August 1, 2022.

The foregoing description is qualified in its entirety by reference to the Second Amendment, a copy of which is attached as Exhibit 10.1 and incorporated by reference in its entirety in this Item 1.01.

Item 2.02 Results of Operations and Financial Condition.

On March 5, 2019, the Company issued a press release announcing its financial results for the third quarter ended January 26, 2019 (the “Press Release”).A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto pertaining to the Company’s financial results shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The information set forth above under Item 1.01 is incorporated by reference.

Item 9.01.Financial Statements and Exhibits

Barnes & Noble Education, Inc. Exhibit
EX-10.1 2 bnedex101secondamendment03.htm EXHIBIT 10.1 SECOND AMENDMENT CREDIT FACILITY Exhibit EXECUTION VERSIONSECOND AMENDMENT,…
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About BARNES & NOBLE EDUCATION, INC. (NYSE:BNED)

Barnes & Noble Education, Inc. is a contract operator of bookstores on college and university campuses across the United States and a provider of digital education services. The Company offers a support system, and a retail and digital learning experience for students. Through its subsidiary, Barnes & Noble College Booksellers, LLC, the Company operates approximately 750 campus bookstores and the school-branded e-commerce sites for each store, serving over five million college students and their faculty. The Company offers a set of products and services to help students, faculty and administrators achieve their shared educational and social goals. Its suite of product offerings includes Textbook and Course Material Sales, Textbook and Course Material Rentals, General Merchandise, Trade, Digital Education and Brand Partnerships. The Company also offers other merchandise, such as laptops and other technology products, notebooks, backpacks, school and dormitory supplies and related items.