Bay Capital Finance, LLC Files a Lawsuit against Barnes & Noble Education, Inc. (2024)

(Menlo Park, CA) Bay CapitalFinance, LLC reports that it manages hundreds of millions of dollars in assets. Additionally, this private investment fundspecializes in the following sectors of the economy; securities, real estate,operating companies and other types of assets.The goal of the investment, is long term value creation. In order to accomplish this goal; Bay CapitalFinance, LLC opportunistically deploys its capital, and, its investmentmanagement expertise. For the most part,undervalued assets receive the most attention.Recently; Bay Capital Finance, LLC announced that, its investment managementexpertise, stays vigilant and watches things.Specifically, the aforementioned private investment fund revealed that,it has filed a lawsuit against Barnes & Noble Education, Inc. The rationale, is that Barnes & Noble’sBoard of Directors has rejected several efforts to be acquired by, Bay CapitalFinance, LLC.

Bay Capital Finance, LLC through itsseveral attempted efforts to acquire, Barnes & Noble Education, Inc., didoffer generous and all cash money premiums as payment. Additionally, the several attempts started inFebruary of the year 2019. However andstarting the story, all over again. BayCapital Finance, LLC owns 25,000 shares of Barnes and Noble’s common stock. Since the efforts to acquire Barnes and NobleEducation, Inc. (NYSE: BNED), the commonstock has lost almost 40% of its value.As a stockholder, Bay Capital Finance, LLC attempted to nominate fivecandidates, to Barnes and Noble’s Board of Directors. The election is, or was, scheduled to takeplace at, Barnes and Noble’s 2019 Annual Investor Meeting. Regrettably, the current board of directors,rejected the nominations. Additionally,the current board of directors cited that, Bay Capital Finance, LLC is not astockholder. In turn, Bay CapitalFinance, LLC considers the previously said, to be bold entrenchmentefforts. The lawsuit in the State of Delaware, U.S.A., is centered onthe bold entrenchment efforts.Additionally, the argument of disenfranchising Bay Capital Finance, LLCfrom its stockholder rights, is also, being used or argued. Furthermore; as part of the lawsuit, there isan offer to acquire, Barnes and Noble Education, Inc. through, an all cashmoney payment. The amount is equal to$4.50 USD, for each share of issued common stock. Finally, as far as Barnes and Noble’s 2019Annual Investor Meeting goes; Bay Capital Finance, LLC is going to file apreliminary proxy statement, along with, an accompanying white proxy card withthe Securities and Exchange Commission (S.E.C.). The goal of the effort; is to be able to,vote on the candidates that were previously rejected, or, denied the votingprocess.

To end, Bay Capital Finance, LLC hasits headquarters office in Menlo Park, California U.S.A. Additionally; it also maintains offices in Los Angeles, and, New York City. The aforementioned business did release apress statement. Sunil Suri is theFounder, Managing Partner and the Principal of Bay Capital Finance, LLC. Through a press statement, Mr. Suri said thefollowing. In the press statement,Barnes & Noble Education, Inc. is referred to as, BNED. “We are perplexed by the Company’s refusal toprivately engage in good faith negotiations with us regarding several proposalswe have made over the past six months to acquire all of the Company’soutstanding equity at a significant premium—a highly compelling valueproposition for stockholders. Even morepuzzling is the Company’s rationale that it is not in the best interests ofBNED and its stockholders to pursue such proposal because Bay Capital’sproposal ‘fails to recognize the value of BNED’s digital transformationstrategy to position the business to drive long-term growth.’ BNED’s shares have lost 40% of their valuesince we delivered our first acquisition offer in early February. It is certainly not in the best interests ofthe Company’s stockholders for the Board to continue to abdicate itsresponsibilities and fiduciary duties in pursuit of a risky ‘digitaltransformation’ while stockholder value deteriorates so precipitously. Had the Board simply acted in good faith andentered into discussions with us back in early February around our firstacquisition proposal, BNED’s stockholders could have enjoyed a significantpremium to the then-$5.63 share price for their investment by now. Instead, they are now sitting with a shareprice in the low-to-mid $3 per share range and a Board that seems more intenton preserving its own positions than taking steps to maximize value for itsstockholders. The prolonged andpersistent destruction in the Company’s share price since our first proposal isa stinging indictment of the Board and its rationale for rebuffing our attemptsto engage. It is truly unfortunate thatafter submitting three separate offers to the Board, each of which wassummarily rejected, we are now also being disenfranchised and must resort tocourt action to preserve our rights and the rights of the Company’sstockholders to elect new Board members.”Sunil Suri also said. “In ourletter to the Company on June 27, 2019, Bay Capital has proposed to acquire allof the outstanding shares of common stock of the Company for $4.50 per share incash, a premium of more than 35% of the preceding ten day volume weightedaverage share price. This offerrepresents a significant premium and is an attractive opportunity to lock-incertain value for stockholders before even more value is squandered under thecurrent Board’s watch. In sum, webelieve our proposal is a far superior alternative to the ongoing valuedestruction under the current Board, and we are prepared to both complete ourdue diligence and close such a transaction with no financing contingency within90 days of being granted access to the Company.” Sunil Suri concluded his press statement, bystating. “It’s time for BNED’s Board tostop blocking opportunities for its stockholders to maximize the value of theirinvestment and engage with Bay Capital.We are prepared to immediately dedicate the necessary resources toquickly negotiate a definitive merger agreement and consummate a transaction ifwe can find a willing partner in BNED.We are deeply concerned for the sustenance of this power legacy brandand believe that our fellow shareholders share our concern. We believe stockholders will agree with ourapproach to protect and maximize the value of their investment, and that theywill think twice before entrusting the future of the Company to thisBoard.” As previously stated; BayCapital Finance, LLC announced that, its investment management expertise, staysvigilant and watches things. Specifically,the aforementioned private investment fund revealed that, it has filed alawsuit against Barnes & Noble Education, Inc. Lastly and the rationale, is that Barnes& Noble’s Board of Directors has rejected several efforts to be acquiredby, Bay Capital Finance, LLC.

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Written fromPress Release