Item 1.01 Entry into a Material Definitive Agreement.
On
The Amendment waives the FILO availability test condition to borrowing of the
FILO loan under the credit agreement on
The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 and incorporated by reference in its entirety in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is incorporated by reference.
Item 7.01 Regulation FD Disclosure.
As previously disclosed, in
On
The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Form 8-K 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 Form 8-K 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 our ability to successfully execute the merchandising partnership, as well as those detailed in the Company's Form 10-K, Form 10-Q and Form 8-K reports and exhibits to those reports.
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 Form 8-K.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 10.1 Third Amendment and Waiver to Credit Agreement and First Amendment to Security Agreement, dated as ofMarch 31, 2021 , amongBarnes & Noble Education, Inc. , as the lead borrower, the other borrowers party thereto, the lenders party thereto andBank of America, N.A ., as administrative agent and collateral agent for the lenders, to the Credit Agreement, dated as ofAugust 3, 2015 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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