8-K

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

BARNES & NOBLE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-12302	06-1196501
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

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):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	BKS	New York Stock Exchange

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.

Item 1.02. Termination of a Material Definitive Agreement.

On August 7, 2019, in connection with the consummation of the Merger, the following actions were taken to terminate the agreements identified below:

Company Credit Agreement

The Company terminated its Credit Agreement (the “Credit Agreement”), dated as of August 3, 2015 (as amended by the First Amendment to Credit Agreement, dated as of September 30, 2016 (the “First Amendment”), the Second Amendment to Credit Agreement, dated as of July 13, 2018 (the “Second Amendment”), and the Amendment to Credit Agreement Section 7.04, dated as of June 6, 2019 (the “Third Amendment”)), by and among the Company, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto. The material terms of the Credit Agreement, the First Amendment, the Second Amendment and the Third Amendment were previously disclosed in the Current Reports on Form 8-K filed by the Company with the SEC on August 3, 2015, October 6, 2016, July 17, 2018 and June 7, 2019, respectively, and such disclosure is incorporated herein by reference.

Company Incentive Plan

The Company terminated its 2009 Amended and Restated Incentive Plan (the “Incentive Plan”). As a result of the termination of the Incentive Plan and pursuant to the Merger Agreement’s treatment of the Company’s outstanding equity awards, from and after the Merger Effective Time, no equity awards or other rights with respect to the Company’s Common Stock will be granted or be outstanding under the Incentive Plan. The material terms of the Incentive Plan were previously disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on July 23, 2012 and such disclosure is incorporated herein by reference.

Rights Agreement

The Company terminated its shareholder Rights Agreement (the “Rights Agreement”), dated as of October 3, 2018 (as amended by Amendment No.1 to Rights Agreement, dated as of June 6, 2019 (the “Amendment to Rights Agreement”)), between the Company and Computershare Trust Company, N.A., as rights agent. The material terms of the Rights Agreement and the Amendment to Rights Agreement were previously disclosed in the Current Reports on Form 8-K filed by the Company with the SEC on October 4, 2018 and June 7, 2019, respectively, and such disclosure is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger on August 7, 2019. Trading of Company Common Stock on the NYSE was suspended prior to market open on August 7, 2019. The NYSE will file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file with the SEC a certification on Form 15, requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 1.02, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, (i) each of Leonard Riggio, George Campbell, Jr., Mark D. Carleton, Scott S. Cowen, William T. Dillard II, Al Ferrara, Paul B. Guenther, Patricia L. Higgins, Irwin D. Simon and Kimberley A.

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.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Merger Effective Time. Copies of the Company’s second amended and restated certificate of incorporation and second amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated by reference herein.

Item 8.01. Other Events.

On August 7, 2019, the Company and the Sponsors issued a press release announcing the consummation of the Offer and the Merger, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Third Amended and Restated Certificate of Incorporation of the Company.
3.2	Second Amended and Restated By-laws of the Company.
99.1	Press Release issued by the Company and the Sponsors on August 7, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2019

BARNES & NOBLE, INC.
By:	/s/ Bradley A. Feuer
Name:	Bradley A. Feuer
Title:	Vice President, General Counsel & Corporate Secretary

EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BARNES & NOBLE, INC.

FIRST: The name of the corporation is Barnes & Noble, Inc.

SECOND: The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time.

FOURTH: The total number of shares which the corporation shall have the authority to issue is one thousand (1000) shares of common stock with par value of $.01 each, of which five hundred (500) shares are designated as Voting Common Stock and five hundred (500) shares are designated as Non-Voting Common Stock.

FIFTH: The corporation is to have perpetual existence.

SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the corporation.

SEVENTH: The corporation shall indemnify to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, each person who is or was a director or officer of the corporation and the heirs, executors and administrators of such a person pursuant to the terms set forth in Article XX of the Second Amended and Restated By-Laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under §279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any

reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

-2-

EX-3.2

Exhibit 3.2

BARNES & NOBLE, INC.

SECOND AMENDED AND RESTATED BY-LAWS

EFFECTIVE AS OF AUGUST 7, 2019

* * * * *

ARTICLE I

OFFICES

Section 1.    The registered office shall be Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.    The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.    All meetings of the stockholders for the election of directors may be held at such place as may be fixed from time to time by the board of directors, or at such place in and outside the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, in or outside the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.    Annual meetings of stockholders shall be held on such date and at such time as may be fixed from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.    Written notice of each meeting of stockholders shall be given to each stockholder entitled to vote at the meeting, except that (a) it shall not be necessary to give notice to any stockholder who submits a signed waiver of notice before or after the meeting, and (b) no notice of an adjourned meeting need be given except when required under Section 7 of these bylaws or as required by law. Each notice of a meeting shall be given, personally or by mail, not less than 10 nor more than 60 days before the meeting and shall state the time and place of the meeting, and unless it is the annual meeting, shall state at whose direction the meeting is called and the purposes for which it is called. If mailed, notice shall be considered given when mailed to a stockholder at his address on the corporation’s records. The attendance of any stockholder at a meeting, without protesting at the beginning of the meeting that the meeting is not lawfully called or convened, shall constitute a waiver of notice by him.

1

Section 4.    Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 5.    Written notice of a special meeting stating the place if any, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting at least ten days prior to the date of the meeting.

Section 6.    Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.    The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.    When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 9.    Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 10.    Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if stockholders consent thereto in writing in accordance with Section 228 of the Delaware General Corporation Law.

ARTICLE III

DIRECTORS

Section 1.    The number of directors which shall constitute the whole board of directors shall be a minimum of one. The initial board of directors shall consist of one director. Thereafter, the number of directors shall be determined by resolution of the board or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

2

Section 2.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.    The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1.    The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 2.    The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 3.    Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

Section 4.    Special meetings of the board of directors may be called by the president on one days’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

3

Section 5.    At all meetings of the board of directors, majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6.    Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting, if all members of the board of directors consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 7.    Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors may participate in a meeting of the board of directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE V

COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE VI

REMOVAL OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE VII

NOTICES

Section 1.    Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication. Notice may also be given to stockholders by a form of electronic transmission in accordance with and subject to the provisions of Section 232 of the General Corporation Law of Delaware.

4

Section 2.    Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to notice or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII

OFFICERS

Section 1.    The executive officers of the corporation shall be the president, one or more vice presidents, a secretary, and a treasurer if the board of directors so determines. Any two or more offices may be held by the same person.

Section 2.    The executive officers of the corporation shall be elected annually by the board of directors, and each such officer shall hold office until their resignation or removal from office by the board of directors.

Section 3.    The board of directors may appoint subordinate officers, agents or employees, each of whom shall hold office for such period and have such powers and duties as the board of directors determines. The board of directors may delegate to any executive officer the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

Section 4.    The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

ARTICLE IX

THE PRESIDENT

The president shall be the chief executive officer of the corporation and shall preside at all meetings of the board of directors and of the stockholders. Subject to the control of the board of directors, he shall have general supervision over the business of the corporation and shall have such other powers and duties as presidents of corporations usually have or as the board of directors assigns to him.

ARTICLE X

THE VICE-PRESIDENTS

In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there are more than one vice-president, the vice-presidents in the order designated by the board of directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

5

ARTICLE XI

THE SECRETARY

The secretary shall be the secretary of, and keep the minutes of, all meetings of the board of directors, shall be responsible for giving notice of all meetings of the board of directors, and shall keep the seal and, when authorized by the board of directors, apply it to any instrument requiring it. Subject to the control of the board of directors, he shall have such powers and duties as the board of directors or the president assigns to him. In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

ARTICLE XII

THE TREASURER

If appointed by the board of directors, the treasurer shall be the chief financial officer of the corporation and shall be in charge of the corporation’s books and accounts. Subject to the control of the board of directors, he shall have such other powers and duties as the board of directors or the president assigns to him.

ARTICLE XIII

CERTIFICATES FOR SHARES

If the board of directors so elects, the corporation’s shares shall be represented by certificates in the form approved by the board of directors. Each certificate shall be signed by the president, or a vice-president, and by the secretary, or the treasurer, if one is appointed. Any or all of the signatures on the certificate may be a facsimile.

ARTICLE XIV

TRANSFER OF STOCK

Shares shall be transferable only on the corporation’s books. If the corporation’s shares are represented by certificates, such certificated shares shall be transferred on the corporation’s books only upon surrender of the certificate for the shares, properly endorsed. The board of directors may require satisfactory surety before issuing a new certificate to replace a certificate claimed to have been lost or destroyed.

ARTICLE XV

DETERMINATION OF STOCKHOLDERS OF RECORD

The board of directors may fix, in advance, a date as the record date for the determination of stockholders entitled to notice of or to vote at any meeting of the stockholders, or to express consent to or dissent from any proposal without a meeting, or to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action. The record date may not be more than 60 or less than 10 days before the date of the meeting or more than 60 days before any other action.

6

GENERAL PROVISIONS

ARTICLE XVI

ANNUAL STATEMENT

The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE XVII

CHECKS

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

ARTICLE XVIII

FISCAL YEAR

The board of directors may determine the corporation’s fiscal year. Until changed by the board of directors, the corporation’s fiscal year shall be the calendar year.

ARTICLE XIX

SEAL

The board of directors may determine that the corporation shall have a corporate seal. Any such corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” Any such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE XX

INDEMNIFICATION

Section 1.    Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except

7

as provided in Section 3 of this Article XX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of the Corporation.

Section 2.    The right to indemnification conferred in Section 1 of this Article XX shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred defending any such proceeding in advance of its final disposition (hereinafter, an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall be ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this Article XX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

Section 3.    If a claim under Section 1 or 2 of this Article XX is not paid in full by the Corporation within sixty (60 days) after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article XX or otherwise shall be on the Corporation.

8

Section 4.    The rights to indemnification and to the advancement of expenses conferred in this Article XX shall not be exclusive of any other right which any person may have or hereafter acquire by any statute, the Corporation’s Certificate of Incorporation or By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.    The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article XX with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE XXI

AMENDMENTS

These by-laws may be amended, repealed or new by-laws may be adopted by the stockholders holding a majority of the corporation’s voting power or by a majority of the entire board of directors, but any by-law adopted by the board of directors may be amended or repealed by the stockholders holding a majority of the corporation’s voting power.

9

EX-99.1

Exhibit 99.1

ELLIOTT COMPLETES ACQUISITION OF BARNES & NOBLE

NEW YORK, LONDON (August 7, 2019)—Barnes & Noble, Inc. (NYSE: BKS, “Barnes & Noble”) announced today the successful closing of its acquisition by funds advised by Elliott Advisors (UK) Limited (“Elliott” or the “Offeror”).

Elliott’s acquisition of Barnes & Noble, the largest retail bookseller in the United States, follows its June 2018 acquisition of Waterstones, the largest retail bookseller in the United Kingdom. Barnes & Noble serves 627 different communities across all 50 states, where it remains the #1 bookseller in the United States. Elliott seeks to build upon this strong foundation as it addresses the significant challenges facing the bricks and mortar book retail space in the United States, applying a model that successfully turned around Waterstones over the past decade. Elliott will own both Barnes & Noble and Waterstones and, while each bookseller will operate independently, James Daunt will serve as CEO of both companies and relocate from London to New York.

James Daunt, CEO of Barnes & Noble said, “This is a very good day for bookselling. Barnes & Noble is the greatest of all bookstore names and will now benefit from the support of an owner committed to physical bookselling. With investment and concentration on the core principles of good bookselling, the prospects for this extraordinary company are bright. I look forward very much to working with the booksellers at Barnes & Noble, being already indebted to Len Riggio for his wisdom and grateful for the welcome and professionalism of the executive team during the acquisition process.”

Paul Best, Portfolio Manager and Head of European Private Equity at Elliott, added, “Our investment in Barnes & Noble, following our acquisition of Waterstones just over a year ago, demonstrates our commitment to bookselling and to real bookstores. Barnes & Noble has an extraordinary heritage, one that we want to protect and grow. We look forward to working with James Daunt and the Barnes & Noble management team in this exciting endeavor.”

The tender offer expired at 5:00 p.m., Eastern Time, on August 6, 2019. A total of 60,370,427 shares of common stock of Barnes & Noble, representing approximately 82.15% of the outstanding Barnes & Noble shares, were validly tendered into and not validly withdrawn from the tender offer. As of such expiration, all conditions to the tender offer have been satisfied. As a result, all such Barnes & Noble shares have been irrevocably accepted by the Offeror for payment, which will be made on August 7, 2019.

Concurrently with the payment for the tendered shares on August 7, 2019, the Offeror merged with and into Barnes & Noble. As a result of the tender offer and the merger, Barnes & Noble became a privately held, indirect wholly-owned subsidiary of Elliott and Barnes & Noble’s common stock will cease trading on the New York Stock Exchange.

Advisors

Evercore acted as financial advisor and Baker Botts L.L.P. acted as legal advisor to the Special Committee of Barnes & Noble and Guggenheim Securities LLC acted as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to the Board of Directors of Barnes & Noble. Credit Suisse Securities L.L.C. acted as financial advisor and Debevoise & Plimpton LLP acted as legal advisor to Elliott.

About Elliott

Elliott Management Corporation manages two multi-strategy investment funds which combined have approximately $38.2 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.

About Barnes & Noble, Inc.

Barnes & Noble, Inc. is the largest retail bookseller in the United States, and a leading retailer of content, digital media and educational products. The Company operates 627 Barnes & Noble bookstores in 50 states, as well as the Nook Digital business and one of the Web’s premier e-commerce sites, BN.com (www.bn.com). General information on Barnes & Noble, Inc. can be obtained by visiting the Company’s corporate website at www.barnesandnobleinc.com.

About Waterstones

Waterstones is the UK and Ireland’s leading high street bookseller with 293 bookshops, including Foyles, Hatchards, Hodges Figgis and branches in Ireland, Brussels and Amsterdam. It is the only national specialist book retailer of scale in the UK, and operates also through the e-commerce site, Waterstones.com.

Contacts

Barnes & Noble

Media

Mary Ellen Keating

Senior Vice President

Corporate Communications

Barnes & Noble, Inc.

+1 (212) 633-3323

mkeating@bn.com

Investors

Andy Milevoj

Vice President

Corporate Finance and Investor Relations

Barnes & Noble, Inc.

+1 (212) 633-3489

amilevoj@bn.com

Elliott

London

Sarah Rajani CFA

Elliott Advisors (UK) Limited

+44 (0) 20 3009 1475

srajani@elliottadvisors.co.uk

New York

Stephen Spruiell

Elliott Management Corporation

+1 (212) 478 2017

sspruiell@elliottmgmt.com