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Barnes & Noble Education Inc.
07/03/2024 | Press release | Distributed by Public on 07/03/2024 14:16
Material Agreement Form 8 K
Item 1.01. Entry Into a Material Definitive Agreement.
On July 3, 2024, Barnes & Noble Education, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company ("Rights Agent"), entered into the Amendment No. 1 to Rights Agreement, dated as of July 3, 2024 (the "Amendment"), which amended the Rights Agreement, dated as of April 16, 2024, by and between the Company and Rights Agent (as amended, the "Rights Agreement").
The Amendment terminated the Rights Agreement by accelerating the expiration time of the Company's preferred share purchase rights (each, a "Right" and, collectively, the "Rights") to 5:00 P.M., New York City time, on July 3, 2024. At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company's issued and outstanding common stock, par value $0.01, pursuant to the Rights Agreement, expired.
The Amendment is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The description of the Amendment herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.2.