BKS Barnes and Noble Inc

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, 2019

122 Fifth Avenue

New York, New York 10011

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 633-3300

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 (see General Instruction A.2. below):

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.  ☐

Introductory Note

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) by Barnes & Noble, Inc. (the “Company”) on June 24, 2019, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) with Chapters Holdco Inc., a Delaware corporation (“Parent”), and Chapters Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub were formed by affiliates of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (collectively, the “Sponsors”).

Pursuant to the Merger Agreement, on July 9, 2019, Merger Sub commenced a tender offer to acquire all of the outstanding shares of the Company’s common stock, par value $0.001 per share (“Company Common Stock”), for a price per share of $6.50 (the “Offer Price”) in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 9, 2019 (as amended or supplemented, the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, constitutes the “Offer”).

The Offer and related withdrawal rights expired as scheduled at 5:00 p.m., Eastern Time, on Tuesday, August 6, 2019 (the “Offer Expiration Time”) without being extended. Computershare Trust Company, N.A., in its capacity as depositary for the Offer (the “Depositary”), has advised the Company and Merger Sub that, as of the Offer Expiration Time, 60,370,427 shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that were not yet delivered in satisfaction of such guarantee) have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 82.15% of the outstanding shares of Company Common Stock as of the Offer Expiration Time. Accordingly, the Minimum Condition (as defined in the Merger Agreement) to the Offer has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, on August 7, 2019, Merger Sub irrevocably accepted for payment all shares of Company Common Stock that were validly tendered, and not validly withdrawn, pursuant to the Offer. In addition, the Depositary has advised the Company and Merger Sub that, as of the Offer Expiration Time, 3,236,837 shares of Company Common Stock have been tendered by Notice of Guaranteed Delivery, representing approximately 4.40% of the issued and outstanding shares of Company Common Stock as of the Offer Expiration Time. On August 7, 2019, the Company, Parent and Merger Sub consummated the Offer, and payment for such shares of Company Common Stock has been made to the Depositary, which will transmit such payments to tendering Company stockholders whose shares of Company Common Stock have been accepted for payment in accordance with the terms of the Offer.

Immediately following the consummation of the Offer on August 7, 2019, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”) and without a meeting or a vote of the Company’s stockholders, Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger as a wholly owned subsidiary of Parent.

At the effective time of the Merger (the “Merger Effective Time”) and as a result thereof, each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time (other than (x) shares of Company Common Stock held by the Company or any of its subsidiaries, including as treasury stock, or by Parent or any of its subsidiaries, including any shares of Company Common Stock acquired by Merger Sub in the Offer, and (y) shares of Company Common Stock for which stockholders have properly exercised statutory appraisal rights pursuant to Section 262 of the DGCL) was canceled and converted automatically into the right to receive the Offer Price.

In addition, pursuant to the Merger Agreement, at the Merger Effective Time, each equity award with respect to shares of Company Common Stock, other than shares of Company Restricted Stock (as defined in the Merger Agreement), whether vested or unvested, was canceled and converted into the right to receive a cash payment in an amount equal to the product of (x) the Offer Price (less any applicable strike price or exercise price) and (y) the number of shares of Company Common Stock subject to such award. For these purposes, the number of shares of Company Common Stock underlying outstanding performance stock unit awards equaled the greater of (i) the target level of shares under such awards or (ii) the number of shares earned under such awards based on performance through the Merger Effective Time. Immediately prior to the Merger Effective Time, each share of Company Restricted Stock fully vested and, at the Merger Effective Time, was treated in the same manner in the Merger as all other outstanding shares of Company Common Stock.

In connection with the consummation of the Offer and Merger, and subject to payments in respect of dissenting shares, the aggregate consideration paid by Parent and Merger Sub for all equity securities of the Company was approximately $488,318,083.50, without giving effect to related transaction fees and expenses. Parent and Merger Sub funded the consideration paid to stockholders in the Offer and pursuant to the Merger through a combination of equity financing from the Sponsors and debt financing arranged by Wells Fargo Bank, National Association and BofA Securities, Inc.

The foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on June 24, 2019 and is incorporated herein by reference.

Van Der Zon resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof and (ii) the sole-director of Merger Sub, Elliot Greenberg, became the sole-director of the Company, in each case, effective as of the Merger Effective Time. Biographical and other information with respect to Mr. Greenberg is set forth in Schedule A to the Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed with the SEC by Parent and Merger Sub on July 9, 2019 and is incorporated herein by reference.