Barnes & Noble Set To Convert All “Series J Preferred Stock” Into Shares Of Common Stock

Barnes & Noble, Inc. (NYSE:BKS), a Delaware corporation, gave notice of its exercise of the right to force conversion of all outstanding shares of its Senior Convertible Redeemable Series J Preferred Stock into shares of the Company’s common stock, par value $.001 per share pursuant to Section 9 of the Certificate of Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications, Limitations and Restrictions of Series J Preferred Stock, dated as of August 18, 2011 (the “Forced Conversion”).

The effective date of the Forced Conversion will be July 24, 2015. On the date of the Forced Conversion, each share of Series J Preferred Stock will be automatically converted into 59.8727 shares of Company Common Stock, which includes shares of Company Common Stock reflecting accrued and unpaid dividends on Series J Preferred Stock.

Each holder of Series J Preferred Stock will receive whole shares of Company Common Stock and a cash amount in lieu of fractional shares of Company Common Stock.

The shares of Series J Preferred Stock converted in the Forced Conversion will be retired by the Company.

On July 9, 2015, the Company completed the conversion contemplated by the Conversion Agreements dated as of June 5, 2015 entered into with five existing beneficial owners (the “Series J Holders”) of Series J Preferred Stock. Pursuant to the terms of the Conversion Agreements, the Company issued 6,117,342 shares of Company Common Stock, and made an aggregate cash payment to the Series J Holders of $3,657,148 plus cash in lieu of fractional shares in connection with the Conversion.

Barnes & Noble, Inc. (NYSE:BKS) is a bookseller. The Company is a content, commerce and technology company that provides customers access to books, magazines, newspapers and other content across its multi-channel distribution platform. As of May 3, 2014, the Company operated about 1,361 bookstores in 50 states, including 700 bookstores on college campuses. It also operates eCommerce sites and develops digital reading products and operates digital bookstores.

It operates in three segments. The B&N Retail segment operated approximately 661 bookstores as of May 3, 2014 under the Barnes & Noble Booksellers trade name. Barnes & Noble College Booksellers, LLC (B&N College), a wholly owned subsidiary of Barnes & Noble, operates around 700 college bookstores at colleges and universities across the United States. The NOOK segment includes the Company’s digital business, which includes the Company’s eBookstore, digital newsstand and sales of NOOK devices and accessories.

You are viewing a republication of Market Daily News content. You can find full Market Daily News articles on (www.marketdailynews.com)