Barnes & Noble Education Announces Milestone Transactions To Significantly Strengthen Balance Sheet; To Receive $95M Of New Capital Through $50M Equity Investment And $45M Fully Backstopped Equity Rights Offering; Eliminates ~$34M Of Debt Through Equitization Of Second Lien Term Loan

BNED to Receive $95 Million of New Capital Through $50 Million Equity Investment and $45 Million Fully Backstopped Equity Rights Offering Led by Immersion Corporation

Eliminates Approximately $34 Million of Debt Through Equitization of Second Lien Term Loan, Reflecting Strong Support of Key Strategic Partners

Secures Commitment to Refinance Four-Year Asset Backed Loan Facility to Provide Greater Financial and Operational Flexibility

Barnes & Noble Education, Inc. (NYSE:BNED) ("BNED" or the "Company"), a leading solutions provider for the education industry, today announced that it has entered into a definitive agreement with Immersion Corporation (NASDAQ:IMMR) ("Immersion"), and certain of the Company's existing shareholders and strategic partners, on the terms of new equity and refinancing transactions that will significantly strengthen BNED's long-term financial position. The proposed transactions, which are subject to shareholder approval and other closing conditions, will enable the Company to substantially deleverage its balance sheet, continue to strategically invest in innovation, and operate from a position of strength.

Upon close, which is expected in June 2024:

• BNED will receive gross proceeds of $95 million of new equity capital through a $50 million new equity investment (the "Private Investment") led by Immersion and a $45 million fully backstopped equity rights offering (the "Rights Offering"); the transactions are expected to infuse approximately $75 million of net cash proceeds after transaction costs;
• The Company's existing second lien lenders, affiliates of Fanatics, Lids, and VitalSource Technologies ("VitalSource") (collectively, the "Second Lien Lenders"), will convert approximately $34 million of outstanding principal and any accrued and unpaid interest into BNED Common Stock; and
• The Company has received commitments to refinance its existing asset backed loan facility, pursuant to an agreement with its first lien holders, providing the Company with access to a $325 million facility (the "ABL Facility") maturing in 2028. The refinanced ABL Facility will meaningfully enhance BNED's financial flexibility and reduce its annual interest expense.

"Today's announcement marks a significant milestone in our strategic review process and, we believe, represents the best path forward for our shareholders, employees and the students, institutions, alumni, fans, and communities we serve," said Michael Huseby, Chief Executive Officer, BNED. "BNED is a critical part of the education ecosystem, and we are confident that this transaction will allow us to grow our business profitably as we enhance our market leading offerings and build on the strong momentum of First Day and our other key programs."

"With a stronger financial foundation, we will be well positioned to advance our industry leadership by continuing our focus on delivering innovative solutions, an unmatched merchandise assortment, and the best-in-class omnichannel customer experience for our valued school partners," said, Jonathan Shar, Executive Vice President, BNED Retail and President, Barnes and Noble College.