Barnes & Noble Education, Inc.
Barnes & Noble Education, Inc. (Form: 8-K, Received: 08/07/2017 08:27:53)



 
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2017


BARNES & NOBLE EDUCATION, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-37499
 
46-0599018
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
120 Mountain View Blvd., Basking Ridge, NJ
 
07920
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (908) 991-2665
 
Not Applicable
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 





Item 7.01.
Regulation FD Disclosure.

On August 4, 2017, Barnes & Noble Education, Inc. (the “Company”) issued a press release, attached as Exhibit 99.1 hereto, announcing that, on August 3, 2017, BNED Digital Holdings, LLC, an indirect wholly-owned subsidiary of the Company, acquired 100% of the equity interests of Student Brands, LLC from its current equity holders pursuant to a Purchase Agreement dated as of the same date (the “Transaction”). On August 7, 2017, the Company made available on its investor relations website ( http://investor.bned.com ) an investor presentation, attached as Exhibit 99.2 hereto, in connection with the Transaction.  

The information furnished pursuant to this item is not 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. 

Item 9.01.      Financial Statements and Exhibits.                     
(d)    Exhibits

The following exhibits are filed as a part of this Current Report: 

Exhibit No.
 
Description
 
 
 
99.1
 
Press release, issued August 4, 2017.
 
 
 
99.2
 
Investor Presentation, made available August 7, 2017.
 
 
 




 
 


 





Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 7, 2017
BARNES & NOBLE EDUCATION, INC.,

By:     /s/ Michael C. Miller         
Name:     Michael C. Miller
Title:     Chief Legal Officer










EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release, issued August 4, 2017.
 
 
 
99.2
 
Investor Presentation, made available August 7, 2017.
 
 
 






EXHIBIT 99.1

BNEDLOGOA06.JPG
Barnes & Noble Education Acquires Student Brands
Direct-to-Student Offering Expands BNED’s Digital Portfolio
Financially Accretive Transaction Benefits Support Growth Strategy
Enhances Both BNED’s and Student Brands’ Market Reach
BASKING RIDGE, N.J. - August 4, 2017 - Barnes & Noble Education, Inc . (NYSE: BNED) (“the Company” or “BNED”), a leading provider of educational products and services solutions for higher education and K-12 institutions, announced today that it has completed the acquisition of Student Brands, a leading direct-to-student subscription-based writing skills services business, for $58.5 million in cash. 
Student Brands is an education technology company that operates multiple direct-to-student businesses focused on Study Tools, Writing Help, and Literary Research, all centered around assisting students with the writing process. Student Brands has a substantial and growing community of online learners, with over 20 million unique monthly users across its digital properties, which include 123HelpMe.com, Bartleby.com and StudyMode.com in the United States and TrabalhosFeitos.com, Etudier.com and Monografias.com in Brazil, France and Mexico, respectively. Student Brands utilizes deep data analytics and artificial intelligence to drive its proprietary content management system, the Content Brain. The Content Brain sifts through millions of pieces of content and provides the best answer for virtually any assignment a student is tackling. Student Brands generates revenue predominantly through its subscription-based services and digital advertisements.
Kanuj Malhotra, Chief Operating Officer, Digital Education, Barnes & Noble Education, said: “The acquisition of Student Brands enables BNED to maintain and expand our leadership position in the distribution and provision of educational services and content. The lack of writing proficiency is one of the most significant challenges in our education system, and Student Brands provides a significant opportunity to serve this market with solutions that improve student performance.   BNED serves one in four higher education students every year, and through our recent acquisition of MBS, we have expanded our market reach to even more students in both higher education and K-12. The addition of Student Brands and its nearly 100,000 subscribers will enable us to offer products and services directly to our current student base and beyond.”
Transaction Benefits
The transaction builds on the Company’s strong growth momentum in digital learning, and will further enhance its ability to support partner schools’ retention efforts by helping students and teachers embrace technology tools that improve writing proficiency. The experienced management team at Student Brands provides deep online and customer monetization experience. BNED serves more than six million students, as well as parents and alumni. With this acquisition, BNED extends its industry-leading reach and deepens its relationships with students and faculty by adding a direct-to-student digital channel. By leveraging the BNED footprint among students and faculty, K-12 schools and higher education institutions, Student Brands will have substantially more opportunities to market the services students need to improve performance in the classroom and secure jobs after graduation.
“We help millions of students every month with the critical skills that they need to succeed - whether it’s writing a paper for class or drafting a college application essay. As student demand for extra help with writing and study tools





continues to grow, we are delighted to be joining forces with a company whose scale, resources and expertise will help drive further innovation in our products and expand our addressable market,” said Thomas Swalla, Chief Executive Officer, Student Brands. “Barnes & Noble Education shares our mission to provide students with innovative solutions to solve a growing range of academic challenges. We are confident that this is an ideal combination and we are thrilled to begin working with our new colleagues.”
Market Opportunity
Writing proficiency is one of the most critical skills needed by graduates across all industries, and students in the U.S. spend more than $3 billion dollars annually on remedial education, including remedial writing instruction 1 . The writing proficiency deficit is widespread, negatively impacting students, new graduates and employers:
82% of high school students and 96% of college students require extra help and more than 20 million students consider writing help an ongoing need 2 ;
New graduates are struggling to find work 3 or accept jobs that do not require degrees 4 ; and employers are struggling to find qualified graduates to hire 5 .
Transaction Details
The Company utilized cash on hand and availability under its current credit facility to finance the acquisition. Student Brands is expected to contribute over $10 million of EBITDA to BNED’s consolidated operation results over the next twelve months. Student Brands has negligible recurring capital expenditures, resulting in strong free cash flow generation.  The acquisition will be accretive to BNED’s EBITDA, Net Income and Cash Flow in FY2018. Additionally, the acquisition is structured to "step up" the tax basis of Student Brands’ assets and is expected to result in significant future tax savings.
Student Brands will operate as a part of BNED’s digital operations and will serve as its initial anchor asset for BNED’s direct-to-student growth strategy. Mr. Swalla will remain CEO of Student Brands and the current Student Brands leadership team will join BNED as full-time employees. Student Brands will retain its offices in Los Angeles, CA and India.

                                                                                                                 
1 Complete College America, 2014
2 Factworks Survey, May 2016
3 Baccalaureate and Beyond Longitudinal Study, 2006-2014, NCES
4 Economic Policy Institute, 2015
5 National Chronicle of Higher Ed, Employment Perception Survey

Advisors
Cyndx Advisors LLC acted as exclusive financial advisor and Gibson, Dunn & Crutcher, LLP served as legal counsel to Barnes & Noble Education in connection with the transaction. Vaquero Capital LLC acted as exclusive financial advisor and LKP Global Law, LLP served as legal counsel to Student Brands in connection with the transaction.
Conference Call Information
BNED will host an investor call to discuss this transaction on Monday, August 7, 2017, at 10:00 a.m. ET. The conference call can be accessed via a live webcast at www.bned.com/investor or by dialing 888-510-1767 and entering passcode 236805. A replay of the call will be available through Monday, August 14 via webcast at www.bned.com/investor or by dialing 866-375-1919 and entering passcode 9916801. An investor presentation will be posted to the Barnes & Noble Education, Inc. website (www.bned.com/investor) prior to the conference call.
About Barnes & Noble Education, Inc.
Barnes & Noble Education, Inc. (NYSE: BNED), one of the largest contract operators of physical and virtual bookstores for higher education and K-12 institutions across the United States, one of the largest textbook wholesalers, and a leading provider of digital education services, enhances the academic and social purpose of educational institutions. Through its Barnes & Noble





College and MBS subsidiaries, Barnes & Noble Education operates 1,481 physical and virtual bookstores and serves more than 6 million students, delivering essential educational content and tools within a dynamic retail environment. Through LoudCloud, its digital education platform, Barnes & Noble Education offers a suite of digital software, content and services that include predictive analytics, OER courseware, competency-based solutions and a learning management system. Barnes & Noble Education acts as a strategic partner to drive student success; provide value and support to students and faculty; and create loyalty and improve retention, all while supporting the financial goals of college and university partners.
General information on Barnes & Noble Education, Inc. can be obtained by visiting the Company’s corporate website: www.bned.com .
About Student Brands
Student Brands is an education technology company that operates multiple direct-to-student businesses focused on Study Tools, Writing Help, and Literary Research. The Student Brand network of sites provides real tools and answers for students around the globe.  With more than 20 direct-to-student sites in more than 10 countries, Student Brands provides writing and study tools that help millions of students succeed in high school, college, and post-graduate studies.     
Forward-Looking Statements
This press release 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. 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 press release 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, among others: general competitive conditions, including actions our competitors may take to grow their businesses; a decline in college enrollment or decreased funding available for students; decisions by colleges and universities to outsource their bookstore operations or change the operation of their bookstores; the general economic environment and consumer spending patterns; decreased consumer demand for our products, low growth or declining sales; the anticipated benefits of the Student Brands acquisition may not be fully realized or may take longer than expected; restructuring of our digital strategy may not result in the expected growth in our digital sales and/or profitability; risk that digital sales growth does not exceed the rate of investment spend; the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services including new digital channels, and further enhancements to Yuzu ® and any future higher education digital products, and the inability to achieve the expected cost savings; our ability to successfully implement our strategic initiatives including our ability to identify and execute upon additional acquisitions and strategic investments; technological changes; our international expansion could result in additional risks; our ability to attract and retain employees; changes to payment terms, return policies, the discount or margin on products or other terms with our suppliers; risks associated with data privacy, information security and intellectual property; trends and challenges to our business and in the locations in which we have stores; non-renewal of contracts and higher-than-anticipated store closings; disruptions to our computer systems, data lines, telephone systems or supply chain, including the loss of suppliers; work stoppages or increases in labor costs; possible increases in shipping rates or interruptions in shipping service, effects of competition; obsolete or excessive inventory; product shortages; changes in law or regulation; the amount of our indebtedness and ability to comply with covenants applicable to any future debt financing; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; adverse results from litigation, governmental investigations or tax-related proceedings or audits; changes in accounting standards; challenges to running our company independently from Barnes & Noble, Inc. following the Spin-Off; the potential adverse impact on our business resulting from the Spin-Off; and the other risks and uncertainties detailed in the section titled “Risk Factors” in Part I - Item 1A in our Annual Report on Form 10-K for the year ended April 29, 2017. 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 press release.
Contacts
Media:
Barnes & Noble Education, Inc.
Carolyn J. Brown, 908-991-2967
Vice President
Corporate Communications
cbrown@bned.com

Investors:
Barnes & Noble Education, Inc.
Thomas Donohue, 908-991-2966
Vice President
Treasurer and Investor Relations
tdonohue@bned.com




Barnes & Noble Education, Inc. Acquires Student Brands I N VESTOR PR ESEN TAT ION: AUGUST 7 , 2017 Exhibit 99.2


 
CONFIDENTIAL DRAFT Not for Distribution Forward-Looking Statements 1 This presentation 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. 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 presentation 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, among others: general competitive conditions, including actions our competitors may take to grow their businesses; a decline in college enrollment or decreased funding available for students; decisions by colleges and universities to outsource their bookstore operations or change the operation of their bookstores; the general economic environment and consumer spending patterns; decreased consumer demand for our products, low growth or declining sales; the anticipated benefits of the Student Brands acquisition may not be fully realized or may take longer than expected; restructuring of our digital strategy may not result in the expected growth in our digital sales and/or profitability; risk that digital sales growth does not exceed the rate of investment spend; the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services including new digital channels, and further enhancements to Yuzu® and any future higher education digital products, and the inability to achieve the expected cost savings; our ability to successfully implement our strategic initiatives including our ability to identify and execute upon additional acquisitions and strategic investments; technological changes; our international expansion could result in additional risks; our ability to attract and retain employees; changes to payment terms, return policies, the discount or margin on products or other terms with our suppliers; risks associated with data privacy, information security and intellectual property; trends and challenges to our business and in the locations in which we have stores; non-renewal of contracts and higher-than-anticipated store closings; disruptions to our computer systems, data lines, telephone systems or supply chain, including the loss of suppliers; work stoppages or increases in labor costs; possible increases in shipping rates or interruptions in shipping service, effects of competition; obsolete or excessive inventory; product shortages; changes in law or regulation; the amount of our indebtedness and ability to comply with covenants applicable to any future debt financing; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms; adverse results from litigation, governmental investigations or tax-related proceedings or audits; changes in accounting standards; challenges to running our company independently from Barnes & Noble, Inc. following the Spin-Off; the potential adverse impact on our business resulting from the Spin-Off; and the other risks and uncertainties detailed in the section titled “Risk Factors” in Part I - Item 1A in our Annual Report on Form 10-K for the year ended April 29, 2017. 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 presentation.


 
CONFIDENTIAL DRAFT Not for Distribution Introduction 1. Student Brands Acquisition 2. BNED Strategic Growth Platform 3. Key Considerations 4. Conclusion 2


 
CONFIDENTIAL DRAFT Not for Distribution Student Brands Transaction Overview 3 Terms • Total purchase price of $58.5 million in cash for Student Brands • Structured to “step up” the tax basis of Student Brands‟ assets, expected to result in significant future cash tax savings Financial Benefits • Highly visible subscription monetization model; strong and growing revenues and adjusted EBITDA margins – 96% subscription-based revenue, 4% advertising-based • Accretive EBITDA; net income and cash flow in 2018 – Student Brands is expected to contribute over $10 million of EBITDA over the next twelve months • Operational synergies over time resulting from cross marketing digital assets to BNED‟s existing student base • Provides enhanced cash flow • Nominal customer acquisition costs – driven by organic search Financing • Financed through cash on hand and existing amended facility with current lenders • Over next 12 months, borrowings under the facility expected to be between $0 and $300 million Leadership • Thomas Swalla will remain CEO of Student Brands and his leadership team will join BNED full- time Note: further transaction details can be found in the 8/4/17 press release available at www.bned.com/investor.


 
CONFIDENTIAL DRAFT Not for Distribution Subscription Model Low Cost Customer Acquisition Expense Structure Enables Leverage Operational Model Technology Content Digital B2C Content Brain Unique User-Generated Content Library across English, Spanish, Portuguese and French Student Brands Overview Growing direct-to-consumer digital company with 20M monthly unique visitors 23M+ unique user-generated content library in 4 languages provides help to students with research & writing assignments Advanced technology „Content Brain‟ provides defensibility and scale by ensuring content quality Subscription business with predictable, high-margin revenue 49 employees in Los Angeles and India bolsters digital talent Strategic View PLATFORM & DIGITAL PROPERTIES 4


 
CONFIDENTIAL DRAFT Not for Distribution A Growth Strategy Combining Digital + Brand/Relationships More Students More Data Smarter Algorithms Better Product Digital Student Monetization Engine High Margin & Attractive Unit Economics Growing Online Market Unique High Quality Content Advanced Technology Platform to Expand Vertical Offerings Experienced Digital Team Notable Brand Large Campus Footprint & Relationships Over 6M Students Textbook Sales Data Student Data/Profiles Ecommerce Transactions Higher Ed Focus 5


 
CONFIDENTIAL DRAFT Not for Distribution CONTINUE TO STRENGTHEN CORE BUSINESS • Barnes & Noble College (BNC) provides solid platform for growth • Annual revenue of $1.9 billion* in Fiscal 2017, increase of 3.7% • Adjusted EBITDA of $82.5 million in Fiscal 2017, increase of $2.0 million • BNC new business wins in 2017 of $118 million • BNC new business wins in 2018 of $52 million to date • BNC serves more than 5 million students and their faculty through more than 760 bookstores BNED Strategic Growth Platform 6 Student Brands Acquired August 4, 2017 MBS Acquired February 28, 2017 EPEG Publisher Agreement Announced July 30, 2017 STRATEGIC AGREEMENTS AND ACQUISITIONS *includes revenue from LoudCloud and Promoversity, acquired in March and June 2016, respectively


 
CONFIDENTIAL DRAFT Not for Distribution BNED Strategic Growth Platform – Key Considerations BARNES & NOBLE COLLEGE • Continues to compete and win in the marketplace for core business – adds platform • Continues to grow digital offerings and services (e.g. LoudCloud, Student Brands) to complement core book business and provide full suite of solutions for students and faculty • Continued strategic partnerships with publishers and others to drive physical and digital distribution • Student Brands adds technology, skills and customer information to BNC and MBS • Student Brands will leverage BNC and MBS relationships and distribution platform MBS • Proving out acquisition model • Foundational building block in BNED‟s growth platform • Essential virtual capabilities, with 712 virtual bookstores, including approximately 300 in higher ed • Expands BNED footprint, which now includes 6 million students at more than 1,400 physical and virtual locations • Realized synergies such as supply cost management 7 Q1 2018 operating results are in line with guidance and will be discussed in further detail on our earnings call scheduled for August 30, 2017 at 10:00 AM EST.


 
CONFIDENTIAL DRAFT Not for Distribution Conclusion The acquisition of Student Brands is another pivotal step in our strategy to grow and enhance our platform as a leading aggregator and distributor of educational content. All of our acquisitions, coupled with our strong core business, position us to be a leader in this industry as it transforms. We are confident in the value proposition of our products and services, the relevance of our offerings to schools, students, and faculty, and our ability to compete and win in the marketplace. 8