News Releases

Baker Botts Represents Special Committee of Barnes & Noble, Inc. in Acquisition by Elliott Advisors (UK) Limited


Deal Description: On June 7, 2019, Barnes & Noble, Inc. (NYSE:BKS, “Barnes & Noble”) announced the execution of a definitive agreement, pursuant to which Barnes & Noble will be acquired by funds advised by Elliott Advisors (UK) Limited (“Elliott”) in an all-cash transaction valued at $6.50 per share, which represents a total transaction value of approximately $683 million, including the assumption of debt. This transaction is the culmination of an extensive Strategic Alternative Review conducted by the Special Committee of the Board of Directors of Barnes & Noble, which was announced on October 3, 2018.

The transaction is subject to customary closing conditions, including the receipt of regulatory and stockholder approval, and is expected to close in the third quarter of 2019.

Baker Botts represented the Special Committee of the Board of Directors of Barnes & Noble.

Target: Barnes & Noble, Inc.

Client: Special Committee of the Board of Directors of Barnes & Noble, Inc.

Outside Counsel to the Special Committee: Baker Botts L.L.P.

Financial Advisors to the Special Committee: Evercore L.L.C.

Outside Counsel to the Company: Paul, Weiss, Rifkind, Wharton & Garrison LLP

Financial Advisors to the Board of Directors: Guggenheim Securities, LLC

Other Parties: Elliott Advisors (UK) Limited

Outside Counsel to the Buyers: Debevoise & Plimpton LLP

Financial Advisors to the Buyers: Credit Suisse Securities LLC.

Value: Approximately $683 million

Baker Botts Lawyers/Office Involved:

Corporate: Renee Wilm (Partner, New York); Mollie Duckworth (Partner, Austin); Jonathan Gordon (Partner, New York); Travis Wofford (Partner, Houston); John Kaercher (Senior Associate, New York); Rachel Ratcliffe (Associate, Austin); Justin Blass (Associate, New York); Michael Portillo (Associate, Austin); Matthew Shell (Associate, New York)

Finance: Robert Wann (Partner, New York); Malory Weir (Associate, Houston)

Employee Benefits: Rob Fowler (Partner, Houston); Marian Fielding (Associate, Dallas)

Tax: Tamar Stanley (Partner, Washington, D.C.); Matt Donnelly (Special Counsel, Washington, D.C.); Peter Farrell (Associate, Washington, D.C.)

Antitrust: Paul Cuomo (Partner, Washington, D.C.); Matthew Adler (Associate, Washington, D.C.)

Baker Botts is an international law firm whose lawyers practice throughout a network of offices around the globe. Based on our experience and knowledge of our clients' industries, we are recognized as a leading firm in the energy, technology and life sciences sectors. Since 1840, we have provided creative and effective legal solutions for our clients while demonstrating an unrelenting commitment to excellence. For more information, please visit

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