Barnes & Noble Education (BNED) 8-K Barnes & Noble Education Acquires MBS for $174.2 Million

Exhibit 99.2

Forward-Looking Statements

and

further

enhancements

to

Yuzu

®

and

any

future

higher

education

digital

products,

and

the

inability

to

achieve

the

expected

cost

2

savings; our ability to successfully implement our strategic initiatives including our ability to identify and execute upon additional acquisitions and strategic

investments; technological changes; our international expansion could result in additional risks; our ability to attract and retain employees; changes to

payment terms, return policies, the discount or margin on products or other terms with our suppliers; risks associated with data privacy, information

security and intellectual property; trends and challenges to our business and in the locations in which we have stores; non-renewal of contracts and

higher-than-anticipated store closings; disruptions to our computer systems, data lines, telephone systems or supply chain, including the loss of suppliers;

work stoppages or increases in labor costs; possible increases in shipping rates or interruptions in shipping service, effects of competition; obsolete or

excessive inventory; product shortages; changes in law or regulation; the amount of our indebtedness and ability to comply with covenants applicable to

any future debt financing; our ability to satisfy future capital and liquidity requirements; our ability to access the credit and capital markets at the times and

in the amounts needed and on acceptable terms; adverse results from litigation, governmental investigations or tax-related proceedings or audits;

changes in accounting standards;  challenges to running our Company independently from Barnes & Noble, Inc. following the Spin-Off; the potential

adverse impact on our business resulting from the Spin-Off; and the other risks and uncertainties detailed in the section titled “Risk Factors” in Part I - Item

1A in our Annual Report on Form 10-K for the year ended April 30, 2016. Should one or more of these risks or uncertainties materialize, or should

underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated,

expected, intended or planned. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly

qualified in their entirety by the cautionary statements in this paragraph. We undertake no obligation to publicly update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise after the date of this presentation.

This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and

information relating to us and our business that are based on the beliefs of our management as well as assumptions made by and information

currently available to our management. When used in this communication, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will,”

“forecasts,” “projections,” and similar expressions, as they relate to us or our management, identify forward-looking statements. Moreover, we operate

in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks,

nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to

differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the

future events and trends discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated

or implied in the forward-looking statements. Such statements reflect our current views with respect to future events, the outcome of which is subject

to certain risks, including, among others: general competitive conditions, including actions our competitors may take to grow their businesses; a

decline in college enrollment or decreased funding available for students; decisions by colleges and universities to outsource their bookstore

operations or change the operation of their bookstores; the general economic environment and consumer spending patterns; decreased consumer

demand for our products, low growth or declining sales; our ability to successfully integrate the operations of MBS Textbook Exchange, LLC (“MBS”)

into Barnes & Noble Education, Inc. (“our Company”); the anticipated benefits of the MBS acquisition may not be fully realized or may take longer than

expected; the integration of MBS’s operations into our own may also increase the risk of our internal controls being found ineffective; restructuring of

our digital strategy may not result in the expected growth in our digital sales and/or profitability; risk that digital sales growth does not exceed the rate

of investment spend; the performance of our online, digital and other initiatives, integration of and deployment of, additional products and services,

Complementary Transaction

Significantly Enhances Competitive Positioning in Dynamic Industry

•

Creates a Leading Physical and Virtual Bookstore Company in Higher Education

–

Together, will operate over 1,490 physical and virtual bookstores and serve more than 6 million students

enrolled in higher education institutions

•

Enhances Ability to Customize Physical, Virtual and Hybrid Bookstore Models for Customers

–

Capabilities enable BNED to expand its addressable market to include higher education and K-12 schools

that need virtual bookstore solutions

•

Drives Inventory Efficiencies and Broadens Wholesale Distribution Channels

–

Wholesale distribution channel and warehousing systems enable optimization of textbook sourcing, purchasing

and liquidation processes

•

Delivers Expanded Textbook Selection and Lower Cost of Supply

–

Larger

inventory

and

lower

cost

of

supply

enables

BNED

to

source

and

distribute

more

affordable

solutions

•

Expands Customer Base for Digital Courseware and Analytics

–

•

Brings Compelling Financial Benefits

–

Increased scale and cash flow generation provides flexibility to explore growth opportunities

Deepens institutional partnerships through

unmatched access to affordable solutions

3

Larger

combined

customer

base

creates

new

sales

opportunities

for

BNED’s

suite

of

digital

platforms

Terms

•

Total purchase price of $174.2

million in cash for MBS Textbook Exchange, LLC (“MBS”)

•

Structured to “step up” the tax basis of MBS’s assets, expected to result in significant future cash tax

savings

Financial Benefits

•

Accretive

to

EBITDA,

net

income

and

cash

flow

in

Fiscal

2018

•

Operational synergies over

time, largely from

inventory optimization and procurement savings

•

Provides enhanced cash flow for growth opportunities

Financing

•

Financed through amended facility with current lenders

•

Borrowed approximately $55 million to fund the acquisition

•

Over next 12 months, borrowings under the facility expected to be between $0 and $250 million

Process

•

Special Committee of Board of Directors, comprised solely of independent and disinterested directors:

Vice Admiral John R. Ryan and Dr. Jerry Sue Thornton

•

Special Committee had independent financial and legal advisors

•

Guggenheim Securities served as financial advisor to BNED

•

Evercore provided independent M&A advice and rendered a fairness opinion

•

Unanimously approved by full Board of Directors

Leadership

•

David Henderson will become President and will report to Patrick Maloney, Chief Operating Officer,

Barnes & Noble Education, and President, Barnes & Noble College

Transaction Overview

4

MBS Overview

One of the largest used textbook wholesalers and the largest contract virtual

bookstore operator in the U.S.

•

MBS Direct: Most complete range of options in the industry: robust used textbook selection, unique Guaranteed

Buyback program, dynamic pricing, rental and digital options, and marketplace offering

–

Significant market share among virtual higher education and private/parochial K-12 school markets

–

Operates over 700 virtual bookstores for the institutional client market

–

Partnership with VitalSource: Catalog of 90%+ of core textbooks used in North America Higher Education as

eTextbooks

–

textbooks.com

SM

: One of the largest websites for new and used textbooks

–

Excellent warehouse automation: Unrivalled operational efficiency drives competitive advantage with virtual

customers

•

MBS Wholesale: Deep relationships based on the largest inventory of used textbooks, a comprehensive catalog

of textbooks, superior service and systems support

–

Leading

market

share

–

serves

more

than

3,700

physical

bookstores,

including

BNED’s

770

campus

bookstores

–

More than 330,000 textbook titles in stock

–

Excellent distribution facilities process more than 13 million textbooks annually

–

MBS Database buying guide: Most complete and accurate source of college textbook information available

–

MBS Systems: Inventory management, hardware and POS software to more than 485 college bookstores

5

Unmatched Access and Expanded Footprint

•

Flexible, customized solutions for campus, virtual or hybrid bookstore models

–

Gives BNED leading position in virtual bookstores for educational institutions

–

Expands

addressable

market

to

include

schools

that

need

virtual

bookstore

solutions

--

a

growing

market

segment

with increasing demand and a key element of BNED’s competitive strategy

–

Enables virtual and/or hybrid bookstore models for new and existing customers

–

Broadens reach among students, faculty and alumni

•

More sales opportunities for digital courseware and analytics

–

MBS’s physical and virtual bookstore customers are incremental sales opportunity for BNED’s suite of digital platforms,

such as LoudCloud

–

Expanded combined customer base will broaden BNED’s reach and deepen its institutional partnerships through

unmatched access to affordable solutions

•

Optimizes textbook sourcing, purchasing and liquidation processes

–

Excellent warehousing and technical expertise significantly enhance marketplace processes

–

Expanded textbook supply at competitive prices; extends BNED rental expertise to MBS

–

Drives more efficient inventory distribution

–

Increased scale, operating synergies and diversification reduce costs and improve ability to optimize textbook pricing

6

BNED + MBS –

Financials

7

1)

For additional information, see non-GAAP reconciliation on slide 13.

2)

Figures

are

prior

to

purchase

accounting

adjustments,

including

valuation

of

assets

and

liabilities

acquired

and

the

related

non-cash

amortization.

Financial

information

for

MBS

was

derived

from

MBS’s audited financial statements for the fiscal year ended August 31, 2016, and includes revenue associated with transactions between BNED and MBS, but has been adjusted to exclude income

and expenses related to certain contracts that expired prior to the acquisition date.

50.8

1.5

1,808.0

487.1

80.5

55.3

29.7

53.8

Total:

$2,295.1

Total:

$135.8

Total:

$52.3

Total:

$83.5

Revenue

Adj. EBITDA

Cap Ex

Adj. EBITDA less Cap Ex

BNED

1

MBS Textbook Exchange

2

Fiscal Year Ended April 30, 2016

($ millions)

$3.8

$3.3

$1.8

2014

2015

2016

$68.2

$65.9

$54.7

2014

2015

2016

$538.0

$500.6

$499.8

2014

2015

2016

MBS Financials

Asset-Light Model with Strong

Cash Generation

•

Performance of sales and EBITDA were

affected by:  

–

Lower supply of used textbooks

–

Decline in virtual sales, primarily to    

For-profit schools

–

Competition in marketplace purchasing

and rental solutions

•

Low capital needs and strong cash flow

generation

8

REVENUE

EBITDA

CAP EX

1)

Financial information for MBS was derived from MBS’s audited financial statements for

the fiscal year ended August 31, 2016, and includes revenue associated with

transactions between BNED and MBS, but has been adjusted to exclude income and

expenses related to certain contracts that expired prior to the acquisition date.

FISCAL YEAR RESULTS

Year Ended August 31

($ millions)

1

Delivers Key Benefits To Stakeholders

9

Campus Partners:

Students, Faculty and

Administration

•

Cost savings and support to help students succeed

•

Access to widest selection of affordable materials

•

Enhanced operational support for stores

•

Improved adoption experience

•

Extensive inventory management and superior shipping services

•

The right materials at the best price

Investors

•

Accretive to EBITDA, net income and cash flow

in Fiscal 2018

•

Operational synergies from

textbook inventory optimization and procurement savings

•

New revenue growth opportunities, including digital courseware and analytics

•

Increased scale and diversification; broader distribution channels

•

Significant future cash tax savings

Complementary Transaction

Significantly Enhances Competitive Positioning in Dynamic Industry

Creates a Leading Physical and Virtual Bookstore Company in Higher Education

Enhances Ability to Customize Physical, Virtual and Hybrid Bookstore Models for Customers

Drives Inventory Efficiencies and Broadens Wholesale Distribution Channels

Delivers Expanded Textbook Selection and Lower Cost of Supply

Expands Customer Base for Digital Courseware and Analytics

Brings Compelling Financial Benefits

Deepens institutional partnerships through

unmatched access to affordable solutions

10

APPENDIX

Financing

•

Concurrent with the signing of the definitive acquisition

agreement, BNED amended its credit facility to add a

$100 million seasonal provision, increasing the

maximum availability under the facility to $500 million,

and borrowed approximately $55 million under the

facility to fund the acquisition and related transaction

costs

•

BNED expects borrowings under the facility to vary

from $0 to $250 million, reflecting seasonality in the

business over the next twelve months 

•

The seasonal provision provides BNED with an

additional $100 million of potential borrowing capacity

and bears interest at a rate of LIBOR plus 300 bps

12

Sources and Uses

February 27,

2017

Sources

New Borrowings

$55.0

Available Cash

at Closing

$150.0

Total Sources

$205.0

Uses

Purchase Price

$174.2

Repay Existing MBS Seasonal Borrowings

$24.4

Transaction Fees

Paid at Closing

$6.4

Total Uses

$205.0

Dollars in thousands

Twelve

Months Ended

April 30, 2016

Net income

$

84

Add:

Depreciation and amortization expense

52,690

Interest expense, net

1,872

Income tax expense

2,667

Impairment loss (non-cash)

(1)

11,987

Restructuring costs

(1)

8,830

Transaction costs

(1)

2,398

Adjusted EBITDA (non-GAAP)

$

80,528

Reconciliation -

Non-GAAP Results

Barnes & Noble Education

Adjusted EBITDA (non-GAAP)

13

1)

See

Management

Discussion

and

Analysis

-

Results

of

Operations

discussion

in

Barnes

&

Noble

Education,

Inc.

Form

10-K

dated

April

30,

2016

and

filed

with

the

SEC

on

June

29,

2016.

Use of Non-GAAP Financial Information

Use

of

Non-GAAP

Financial

Information

-

Adjusted

EBITDA

To supplement Barnes & Noble Education, Inc.’s (“the Company”) consolidated financial statements presented in

accordance with generally accepted accounting principles ("GAAP"), the Company uses the non-GAAP financial

measure of Adjusted EBITDA (defined by the Company as earnings before interest, taxes, depreciation and

amortization, as adjusted for additional items subtracted from or added to net income).

The Company's management reviews this non-GAAP measure internally to evaluate the Company's performance and

manage its operations.  The Company believes that the inclusion of Adjusted EBITDA results provides investors

useful and important information regarding the Company's operating results. The non-GAAP measure included hereto

has been reconciled to the comparable GAAP measure as required under Securities and Exchange Commission (the

"SEC") rules regarding the use of non-GAAP financial measures.  The Company urges investors to carefully review

the GAAP financial information included as part of the Company's Form 10-K dated April 30, 2016 and filed with the

SEC on June 29, 2016, which includes consolidated financial statements for each of the three years for the period

ended April 30, 2016 (fiscal 2016, fiscal 2015, and fiscal 2014), the unaudited condensed consolidated financial

statements in our Form 10-Q for the 13 weeks ended July 30, 2016, and the unaudited condensed consolidated

financial statements in our Form 10-Q for the 26 weeks ended October 29, 2016, and the unaudited condensed

consolidated financial statements in our Form 10-Q for the 39 weeks ended January 28, 2017.

14