Bay Capital Finance, LLC Files a Lawsuit Against Barnes & Noble Education, Inc.

(Menlo Park, CA) Bay Capital Finance, LLC reports that it manages hundreds of millions of dollars in assets.  Additionally, this private investment fund specializes in the following sectors of the economy; securities, real estate, operating companies and other types of assets.  The goal of the investment, is long term value creation.  In order to accomplish this goal, Bay Capital Finance, LLC opportunistically deploys its capital, and, its investment management expertise.  For the most part, undervalued assets receive the most attention.  Recently, Bay Capital Finance, LLC announced that, its investment management expertise stays vigilant and watches things.  Specifically, the aforementioned private investment fund revealed that, it has filed a lawsuit against Barnes & Noble Education, Inc.  The rationale, is that the Barnes & Noble’s Board of Directors has rejected several efforts to be acquired by, Bay Capital Finance, LLC. 
            Bay Capital Finance, LLC through its several attempted efforts to acquire, Barnes & Noble Education, Inc., did offer generous and all cash money premiums as payment.  Additionally, the several attempts started in February of the year 2019.  However and starting the story, all over again.  Bay Capital Finance, LLC owns 25,000 shares of Barnes and Noble’s common stock.  Since the efforts to acquire Barnes and Noble Education, Inc. (NYSE:  BNED), the common stock has lost almost 40% of its value.  As a stockholder, Bay Capital Finance, LLC attempted to nominate five candidates, to Barnes and Noble’s Board of Directors.  The election is, or was, scheduled to take place at the Barnes and Noble’s 2019 Annual Investor Meeting.  Regrettably, the current board of directors, rejected the nominations.  Additionally, the current board of directors cited that, Bay Capital Finance, LLC is not a stockholder.  In turn, Bay Capital Finance, LLC considers the aforementioned to be bold, entrenchment efforts.  The lawsuit in the State of Delaware, U.S.A., is centered on the bold entrenchment efforts.  Additionally, the argument of disenfranchising Bay Capital Finance, LLC from its stockholder rights, is also being used.  Furthermore; as part of the lawsuit, there is an offer to acquire, Barnes and Noble Education, Inc. through, an all cash money payment.  The amount is equal to $4.50 USD, for each share of issued common stock.  Finally, for Barnes and Noble’s 2019 Annual Investor Meeting; Bay Capital Finance, LLC is going to file a preliminary proxy statement, along with, an accompanying white proxy card with the Securities and Exchange Commission (SEC).  The goal of the effort, is to be able, to vote on the candidates that were previously rejected, or, denied the voting process. 
            To end, Bay Capital Finance, LLC has its headquarters office in Menlo Park, California U.S.A.  Additionally, it also maintains offices in Los Angeles, and, New York City.  The aforementioned business did release a press statement.  Sunil Suri is the Founder, Managing Partner and the Principal of Bay Capital Finance, LLC.  Through a press statement, Mr. Suri said the following.  In the press statement, Barnes & Noble Education, Inc. is referred to as, BNED.  “We are perplexed by the Company’s refusal to privately engage in good faith negotiations with us regarding several proposals we have made over the past six months to acquire all of the Company’s outstanding equity at a significant premium—a highly compelling value proposition for stockholders.  Even more puzzling is the Company’s rationale that it is not in the best interests of BNED and its stockholders to pursue such proposal because Bay Capital’s proposal ‘fails to recognize the value of BNED’s digital transformation strategy to position the business to drive long-term growth.’  BNED’s shares have lost 40% of their value since we delivered our first acquisition offer in early February.  It is certainly not in the best interests of the Company’s stockholders for the Board to continue to abdicate its responsibilities and fiduciary duties in pursuit of a risky ‘digital transformation’ while stockholder value deteriorates so precipitously.  Had the Board simply acted in good faith and entered into discussions with us back in early February around our first acquisition proposal, BNED’s stockholders could have enjoyed a significant premium to the then-$5.63 share price for their investment by now.  Instead, they are now sitting with a share price in the low-to-mid $3 per share range and a Board that seems more intent on preserving its own positions than taking steps to maximize value for its stockholders.  The prolonged and persistent destruction in the Company’s share price since our first proposal is a stinging indictment of the Board and its rationale for rebuffing our attempts to engage.  It is truly unfortunate that after submitting three separate offers to the Board, each of which was summarily rejected, we are now also being disenfranchised and must resort to court action to preserve our rights and the rights of the Company’s stockholders to elect new Board members.”  Sunil Suri also said.  “In our letter to the Company on June 27, 2019, Bay Capital has proposed to acquire all of the outstanding shares of common stock of the Company for $4.50 per share in cash, a premium of more than 35% of the preceding ten day volume weighted average share price.  This offer represents a significant premium and is an attractive opportunity to lock-in certain value for stockholders before even more value is squandered under the current Board’s watch.  In sum, we believe our proposal is a far superior alternative to the ongoing value destruction under the current Board, and we are prepared to both complete our due diligence and close such a transaction with no financing contingency within 90 days of being granted access to the Company.”  Sunil Suri concluded his press statement, by stating.  “It’s time for BNED’s Board to stop blocking opportunities for its stockholders to maximize the value of their investment and engage with Bay Capital.  We are prepared to immediately dedicate the necessary resources to quickly negotiate a definitive merger agreement and consummate a transaction if we can find a willing partner in BNED.  We are deeply concerned for the sustenance of this power legacy brand and believe that our fellow shareholders share our concern.  We believe stockholders will agree with our approach to protect and maximize the value of their investment, and that they will think twice before entrusting the future of the Company to this Board.”  As previously stated, Bay Capital Finance, LLC recently announced that, its investment management expertise stays vigilant and watches things.  Specifically, the aforementioned private investment fund revealed that, it has filed a lawsuit against Barnes & Noble Education, Inc.  Lastly and the rationale, is that the Barnes & Noble’s Board of Directors has rejected several efforts to be acquired by, Bay Capital Finance, LLC. 

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