Barnes & Noble Education, Inc.BNED
Barnes & Noble Education, Inc. Debt Disclosure
Debt
| As of | |||||||||||||||||
| Maturity Date | May 2, 2026 | May 3, 2025 | |||||||||||||||
| Credit Facility | June 9, 2028 | $ | 71,000 | $ | 103,100 | ||||||||||||
Total long-term debt | $ | 71,000 | $ | 103,100 | |||||||||||||
| Balance Sheet classification: | |||||||||||||||||
| Long-term borrowings | 71,000 | 103,100 | |||||||||||||||
Total long-term debt | $ | 71,000 | $ | 103,100 | |||||||||||||
Transaction
On June 10, 2024, BNED completed the Transactions, including the Rights Offering, the Private Investment, the Term Loan Debt Conversion, and the Credit Facility Refinancing, to substantially deleverage our Consolidated Balance Sheet. These Transactions raised additional capital for repayment of indebtedness and provide additional flexibility for working capital needs, which will also allow us to strategically invest in innovation and continue to execute our strategic initiatives, including but not limited to the growth of our First Day Complete program.
Upon closing of the Transactions on June 10, 2024:
•BNED received gross proceeds of $95,000 of new equity capital through a $50,000 new equity investment (the “Private Investment”) led by Immersion Corporation (“Immersion”) and a $45,000 fully backstopped equity rights offering (the “Rights Offering”). The Transactions infused approximately $85,500 of net cash proceeds after transaction costs. The transaction resulted in Immersion obtaining controlling financial interest.
•Our existing Term Loan credit agreement lenders, TopLids LendCo, LLC and Vital Fundco, LLC, converted approximately $34,000 of outstanding principal and any accrued and unpaid interest into our common stock.
•BNED refinanced our Credit Facility providing access to a $325,000 facility maturing in 2028. The refinanced Credit Facility will meaningfully enhance our financial flexibility and reduce our annual interest expense.
Credit Facility
In connection with the delayed filing of the Company’s Fiscal 2025 Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for the first and second quarters of Fiscal 2026, the Company entered into a series of limited consent and waiver
agreements with the lenders under its asset-based revolving credit facility to extend certain financial reporting deadlines. These waivers related solely to the timing of the Company’s filings and did not arise from noncompliance with any financial covenants. The Investigation and related restatement of the Company’s previously issued financial statements have been completed.
On August 8, 2025, the Company and the administrative agent entered into a limited consent and waiver providing a 75-day extension of the applicable reporting deadlines to October 22, 2025, in exchange for a fee equal to 0.10% of the aggregate revolving commitments. On October 21, 2025, the Company exercised an additional 45-day extension option under the waiver, extending the reporting deadline to December 6, 2025, in exchange for an additional fee equal to 0.10% of the revolving commitments. On December 5, 2025, the Company entered into a Second Limited Consent and Waiver, further extending the reporting deadlines to January 20, 2026, in exchange for an additional fee equal to 0.10% of each consenting lender’s revolving commitment. The aggregate fees incurred in connection with these waivers totaled approximately $1,000 and were recognized as interest expense in the Consolidated Statements of Operations during Fiscal 2026.
On June 10, 2024 (the “Closing Date”), the Company amended, restated and extended the maturity of its existing asset-based revolving credit facility with Bank of America, N.A., as administrative agent, collateral agent and swing line lender, and the other lenders party thereto (as amended and restated, the "A&R Credit Agreement"). Pursuant to the A&R Credit Agreement, the lenders committed to provide the Company with a -year asset-based revolving credit facility with aggregate revolving commitments of up to $325,000 and a maturity date of June 9, 2028 (the “Credit Facility”).
Borrowings under the Credit Facility may be used for general corporate purposes, including seasonal working capital needs. The Company has interest-only obligations under the Credit Facility until maturity, at which time all outstanding principal is due and payable. Interest accrues, at the Company’s election, either (i) at a rate based on the Secured Overnight Financing Rate (“SOFR”), subject to a floor of 2.50%, plus an applicable margin of 3.50%, or (ii) at an alternate base rate, subject to a floor of 3.50%, plus an applicable margin of 2.50%. The applicable margins may be reduced by 0.25% upon achievement of certain financial performance thresholds, as defined in the A&R Credit Agreement.
The A&R Credit Agreement contains customary negative covenants that limit the Company’s ability to incur or assume additional indebtedness, grant or permit liens, make investments, make Restricted Payments (as defined in the A&R Credit Agreement) and other specified payments, merge with other entities, dispose of or acquire assets, or engage in transactions with affiliates, among other things. Additionally, the A&R Credit Agreement includes the following financial maintenance covenants:
•Following the date that is six months following the Closing Date, the Company is required to maintain a minimum Availability (as defined in the A&R Credit Agreement) of (x) $25,000 for the first thirty (30) months after the Closing Date and (y) $30,000 after the date that is thirty (30) months after the Closing Date;
•Commencing with the quarter ending on or about October 31, 2024, the Company is required to maintain a minimum Consolidated EBITDA (as defined in the A&R Credit Agreement), which will be tested quarterly on the last day of each fiscal quarter for (a) the trailing six-month period for the first test date, (b) the trailing nine-month period of the second test date and (c) for the trailing 12-month period thereafter.
•Commencing with the month ending on or about May 31, 2025, the Company is required to maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the A&R Credit Agreement) of not less than 1.10 to 1.00, which will be tested monthly on the last day of each fiscal month for the trailing period; and
The Credit Facility is secured by substantially all of the inventory, accounts receivable and related assets of the borrowers under the Credit Facility. This is considered an all-assets lien (inclusive of proceeds from tax refunds payable to the Company and a pledge of equity from subsidiaries, exclusive of real estate), subject to customary exclusions.
In connection with the Credit Facility, a 1.00% fee was payable in connection with the eighth amendment to the Original Credit Agreement (prior to its amendment and restatement), of which 50% was paid on September 2, 2024 and 50% was due and payable on June 10, 2025.
As of May 2, 2026 and May 3, 2025, BNED issued $676 and $575, respectively, in letters of credit under the Credit Facility.
During the 53 weeks ended May 3, 2025, BNED incurred debt issuance costs totaling $11,516 related to the July 2023 amendment to the Original Credit Agreement. The debt issuance costs have been deferred and are presented as prepaid and other current assets and other noncurrent assets in the Consolidated Balance Sheets, and subsequently amortized ratably over the term of the A&R Credit Agreement.
As of May 2, 2026, the Company remained in compliance with all covenants under the A&R Credit Agreement.
Term Loan
On June 10, 2024, our existing Term Loan Credit Agreement (the "Term Loan") dated June 7, 2022, lenders converted approximately $34,000 of outstanding principal and accrued and unpaid interest into our Common Stock, resulting in financing noncash flow activity totaling $86,755. BNED recognized a loss on extinguishment of debt of $55,233 in the Consolidated Statement of Operations in connection with the Term Loan debt conversion which represents the difference between the Common Stock fair value issued upon conversion and the net carrying value of the Term Loan, plus unamortized deferred financing costs related to the Term Loan. Upon completion of the Term Loan Debt Conversion, the Term Loan and its related agreements were terminated. See Note 6. Equity.
Deferred Financing Costs
The debt issuance costs have been deferred and are presented as noted below in the Consolidated Balance Sheets and are subsequently amortized ratably over the term of respective debt.
| As of | |||||||||||||||||
Balance Sheet Location | Maturity Date/ Amortization Term (a) | May 2, 2026 | May 3, 2025 | ||||||||||||||
Credit Facility - Other noncurrent assets (a) | June 9, 2028 | $ | 7,935 | $ | 11,597 | ||||||||||||
(a) On June 10, 2024, BNED completed the Transactions, including amending and extending the maturity date of the Credit Facility and converting all outstanding principal and interest amounts owed under our Term Loan Credit Agreement into shares of our Common Stock.
Interest
The following table presents interest expense and cash interest paid:
| 52 weeks ended | 53 weeks ended | |||||||||||||
| May 2, 2026 | May 3, 2025 | |||||||||||||
| Interest Incurred | ||||||||||||||
| Credit Facility | $ | 12,290 | $ | 16,279 | ||||||||||
| Term Loan | — | 1,167 | ||||||||||||
| Total Interest Incurred | $ | 12,290 | $ | 17,446 | ||||||||||
| Amortization of Deferred Financing Costs | ||||||||||||||
| Credit Facility | $ | 3,662 | $ | 5,014 | ||||||||||
| Term Loan | — | 150 | ||||||||||||
| Total Amortization of Deferred Financing Costs | $ | 3,662 | $ | 5,164 | ||||||||||
| Interest Income, net of expense | $ | (86) | $ | (350) | ||||||||||
| Total Interest Expense | $ | 15,866 | $ | 22,260 | ||||||||||
Cash Interest Paid | $ | 12,531 | $ | 17,912 | ||||||||||
Free Sentinel
Track for freeWant the next Barnes & Noble Education, Inc. debt disclosure the moment it drops?
Set a Sentinel and we'll alert you the moment Barnes & Noble Education, Inc.'s next filing hits EDGAR. No credit card, your email never gets sold.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Jul 9, 2026 | Showing above |
| 2025 | Dec 23, 2025 | |
| 2024 | Jul 1, 2024 | |
| 2023 | Jul 31, 2023 | |
| 2022 | Jun 29, 2022 | |
| 2021 | Jun 30, 2021 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.