Barnes & Noble board formally approves August 2 spin-off of Education division
No surprise, Barnes & Noble’s board has formerly approve the spin-off on the Education division into a new company, Barnes & Noble Education, Inc. Also no surprise is that B&N also announced a dividend – a move often made to placate shareholders whenever their is a spin-off.
These spin-offs are all the rage today at struggling companies. It used to be that a spin-off was made when one division grew so fast that it was taking too much resources for the parent company, which itself felt could grow more if they spun-off a division. Today, companies split in two to create a nice, new profitable company, while generally dumping expenses onto the other part. The prime examples would be media companies that split their broadcast and newspaper divisions, putting their valuable digital assets with broadcast, even when those digital assets are closely aligned with the newspapers.
At B&N, though this split involves spinning off a profitable education business while keeping the retail and digital (NOOK) arms together. That will present an issue going forward unless B&N decides to sell-off or shutter NOOK (which many think they will do).
Earlier this month B&N announced that Ronald D. Boire would be the new Chief Executive Officer of Barnes & Noble’s Retail business. Boire is currently President and CEO of Sears Canada and won’t come on board at B&N until September 8 (the day after Labor Day).
Michael P. Huseby, who currently serves as CEO of Barnes & Noble, Inc., will remain in that position until the effective date of the split, when he then becomes Executive Chairman of Barnes & Noble Education.
Here is the B&N board announcement:
NEW YORK, NY – July 14, 2015 — Barnes & Noble, Inc., today announced the timing and details regarding the spin-off of Barnes & Noble Education, Inc. from Barnes & Noble. Contemporaneously with the approval of the spin-off, the Company also announced a new quarterly dividend policy for Barnes & Noble stockholders.
Spin-Off of Barnes & Noble Education, Inc.
The Barnes & Noble board of directors (the “Board”) has approved the final distribution ratio and declared a pro rata dividend of the outstanding shares of BNED common stock, which will result in the complete legal and structural separation of the two companies. The distribution is subject to the satisfaction or waiver of certain conditions as set forth in BNED’s Registration Statement on Form S-1 (the “Prospectus”).
On the distribution date of August 2, 2015, Barnes & Noble stockholders of record as of 5:00 p.m. on July 27, 2015, the record date for the distribution, will receive 0.632 shares of BNED common stock for each share of Barnes & Noble common stock they hold on the record date.
No action or payment is required by Barnes & Noble stockholders to receive the shares of BNED common stock. Stockholders who hold Barnes & Noble common stock on the record date will receive a book-entry account statement reflecting their ownership of BNED common stock or their brokerage account will be credited with the BNED shares. The Prospectus, which contains details regarding the distribution of the BNED common stock and BNED’s business and management following the BNED spin-off, is being mailed to Barnes & Noble stockholders.
For U.S. federal income tax purposes, Barnes & Noble’s U.S. stockholders (other than those subject to special rules) generally will not recognize gain or loss as a result of the distribution of BNED shares. Barnes & Noble stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the BNED spin-off.
Shares of Barnes & Noble common stock will continue to trade “regular way” on the New York Stock Exchange (“NYSE”) under the symbol “BKS” through the distribution date of August 2, 2015, and thereafter. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling Barnes & Noble common stock on or before the distribution date.
BNED common stock is expected to begin trading on a “when-issued” basis on the NYSE under the symbol “BNED WI” beginning on July 23, 2015. On August 3, 2015, when-issued trading of BNED common stock will end and “regular-way” trading under the symbol “BNED” will begin. The CUSIP number for the BNED common stock will be 06777U 101 when regular way trading begins.
Contemporaneously with the approval of the spin-off, the Board also approved a policy of paying dividends at an annual rate of $0.60 per share of common stock of the Company, payable in four installments of $0.15 per share of common stock of the Company, with such quarterly dividends to be declared on a quarterly basis by the Board. The timing, declaration, amount and payment of any future dividends to stockholders will fall within the discretion of the Board, taking into account such considerations as the Board may deem relevant at the time, including, without limitation, the Company’s financial condition, financial performance, available liquidity, any applicable restrictions under the Company’s credit facilities and applicable legal requirements.
In accordance with the dividend policy, the Board has declared a dividend equal to $0.15 per share of common stock of the Company to the holders of record of the common stock of the Company as of the close of business on August 7, 2015, with such dividend being payable on August 17, 2015.