February 26, 2015 Last Updated 8:13 am

Barnes & Noble to spin off its Education from retail and NOOK businesses into new company

Press Release:

NEW YORK, NY – February 26, 2015 — Barnes & Noble, Inc., today announced the filing of a Registration Statement with the U.S. Securities and Exchange Commission in order to effect a separation of Barnes & Noble Education (which comprises the Barnes & Noble College business) from Barnes & Noble’s Retail and NOOK Digital businesses. The planned separation will, when consummated, create two independent, publicly traded companies. The separation is intended to be a tax-free distribution to Barnes & Noble shareholders and is anticipated to be completed by the end of August 2015, subject to customary conditions.

Barnes & Noble believes that the separation will allow each business to optimize its strategic opportunities. As more focused companies with differing potential growth profiles, capital needs and market dynamics, each company will benefit from strategic clarity and separate management and Board focus. The separation will also allow investors to assess each business more clearly as a stand-alone company.

“We have a talented College management team in place, led by CEO Max Roberts, and we will continue to invest and innovate to support the mission of our campus partners, expanding to new colleges and universities, students and faculty and increasing our presence in the growing market for digital educational content and services,” said Michael P. Huseby, Chief Executive Office of Barnes & Noble, Inc.

Mr. Huseby continued, “Separating Barnes & Noble Education will create an industry-leading, pure-play public company with more flexibility to pursue strategic opportunities in the growing educational services markets. At the same time, Barnes & Noble will be able to better capitalize on improving industry trends and merchandising initiatives within its core Retail business. Retail and the NOOK Digital Business will be able to leverage a more integrated technology infrastructure for improved efficiency and to better serve digital customers.”

Barnes & Noble Education, Inc.

As described in more detail in the Registration Statement filed with the SEC today, Barnes & Noble Education, Inc., through its College business, is one of the largest contract operators of bookstores, operating 714 stores on college and university campuses in the United States. The Company creates and operates campus stores that are focal points for college life and learning, enhancing the educational mission of the institution, enlivening campus culture and delivering an important revenue stream to partner colleges and universities. Following the separation, the College business will continue to deliver a dynamic retail and digital learning experience driven by innovation, advanced technologies and a deep understanding of the evolving needs and behaviors of our customers. Barnes & Noble Education, Inc. will continue to be headquartered in Basking Ridge, NJ, and Max J. Roberts, Chief Executive Officer of Barnes & Noble College, will continue to lead the organization and Patrick Maloney and Barry Brover will serve as Chief Operating Officer and Chief Financial Officer, respectively.

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