UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Barnes & Noble, Inc.
(Name of Subject Company (Issuer))
Chapters Merger Sub Inc.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of
Chapters Holdco Inc.
(Name of Filing Persons (Parent of Offeror))
Elliott Associates, L.P.
Elliott International, L.P.
(Name of Filing Persons (Other Person))
Common Stock, $0.001 par value
(Title of Class of Securities)
067774109
(CUSIP Number of Class of Securities)
Chapters Merger Sub Inc.
c/o Elliott Management Corporation
40 West 57th Street
New York, New York 10019
Attention: Elliot Greenberg
Telephone: (212) 974-6000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Jeffrey J. Rosen
Michael A. Diz
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
CALCULATION OF FILING FEE
Transaction Valuation* |
| Amount of Filing Fee* |
Not Applicable |
| Not Applicable |
* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable | Filing Party: Not applicable |
Form or Registration No.: Not applicable | Date Filed: Not applicable |
x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
The pre-commencement communication filed under cover of this Schedule TO relates to a potential tender offer by Chapters Merger Sub Inc., a Delaware corporation (the “Offeror”), for all of the issued and outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), of Barnes & Noble, Inc. (the “Company”), pursuant to an Agreement and Plan of Merger, dated as of June 6, 2019 (the “Merger Agreement”), by and among the Offeror, Chapters Holdco Inc. (“Parent”) and the Company. This Schedule TO is being filed on behalf of the Offeror, Parent, Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), and Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International” and, together with Elliott Associates, the “Elliott Sponsors”). Offeror is a wholly owned subsidiary of Parent, and Parent is controlled by the Elliott Sponsors.
The tender offer for the outstanding shares of Barnes & Noble, Inc. referenced in this document has not yet commenced. This document is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell shares. It is not a substitute for the tender offer materials that the Offeror would file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer, if the Offeror, Parent and the Company amend the Merger Agreement in order to effect the acquisition of the Company through a tender offer. At the time the tender offer is commenced, if the Offeror, Parent and the Company so amend the Merger Agreement, the Offeror will file tender offer materials on Schedule TO, and Barnes & Noble, Inc. thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. IF THE MERGER AGREEMENT IS SO AMENDED, THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF BARNES & NOBLE, INC. ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF COMMON STOCK OF BARNES & NOBLE, INC. SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
If the Merger Agreement is amended to contemplate a tender offer as described above, the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Common Stock of Barnes & Noble, Inc. at no expense to them. The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available) would be made available for free at the SEC’s website at www.sec.gov or by directing a request to the Information Agent for the tender offer who would be named by the Offeror in the tender offer materials.
