Barnes & Noble’s Proposed Separation of College Business from Retail and Nook Digital Businesses

On February 26, 2015, Barnes & Noble, Inc. announced the filing of a registration statement with the U.S. Securities and Exchange Commission in order to separate Barnes & Noble Education, which owns the Barnes & Noble College business, from Barnes & Noble’s Retail and NOOK Digital businesses. Cravath represented Barnes & Noble in connection with this proposed transaction, which is intended to be a tax‑free distribution to Barnes & Noble shareholders and is anticipated to be completed by the end of August 2015, subject to customary conditions. The planned separation will, when consummated, create two independent, publicly traded companies.

The Cravath team was led by corporate partners Andrew R. Thompson and Kris F. Heinzelman and included associates Jared B. Taylor and Feihong Xu on corporate matters; partner Joseph D. Zavaglia, associate Cameron S. Stanton and foreign associate attorney Nicholas A. Hyde on securities matters; partners Stephen L. Gordon and J. Leonard Teti II and senior attorney Andrew Carlon on tax matters; and partner Eric W. Hilfers, senior attorney Jarrett R. Hoffman and associate Amy C. Benford on executive compensation and benefits matters. Andrew T. Davis also worked on tax matters.