Deal Description: On June 7, 2019, Barnes & Noble, Inc. (NYSE:BKS, “Barnes & Noble”) announced the execution of a definitive agreement, pursuant to which Barnes & Noble will be acquired by funds advised by Elliott Advisors (UK) Limited (“Elliott”) in an all-cash transaction valued at $6.50 per share, which represents a total transaction value of approximately $683 million, including the assumption of debt. This transaction is the culmination of an extensive Strategic Alternative Review conducted by the Special Committee of the Board of Directors of Barnes & Noble, which was announced on October 3, 2018.
The transaction is subject to customary closing conditions, including the receipt of regulatory and stockholder approval, and is expected to close in the third quarter of 2019.
Baker Botts represented the Special Committee of the Board of Directors of Barnes & Noble.
Target: Barnes & Noble, Inc.
Client: Special Committee of the Board of Directors of Barnes & Noble, Inc.
Outside Counsel to the Special Committee: Baker Botts L.L.P.
Financial Advisors to the Special Committee: Evercore L.L.C.
Outside Counsel to the Company: Paul, Weiss, Rifkind, Wharton & Garrison LLP
Financial Advisors to the Board of Directors: Guggenheim Securities, LLC
Other Parties: Elliott Advisors (UK) Limited
Outside Counsel to the Buyers: Debevoise & Plimpton LLP
Financial Advisors to the Buyers: Credit Suisse Securities LLC.
Value: Approximately $683 million
Baker Botts Lawyers/Office Involved:
Corporate: Renee Wilm (Partner, New York); Mollie Duckworth (Partner, Austin); Jonathan Gordon (Partner, New York); Travis Wofford (Partner, Houston); John Kaercher (Senior Associate, New York); Rachel Ratcliffe (Associate, Austin); Justin Blass (Associate, New York); Michael Portillo (Associate, Austin); Matthew Shell (Associate, New York)
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