Barnes & Noble Inc. to Elliott Management Advisors

General Retail/Jun 2019/Evercore, Guggenheim

Deal Information

Target

Barnes & Noble Inc.

Acquiror

Elliott Management Advisors

Sector

General Retail

Target Type

Public

Acquiror Type

Financial

Advisors

Evercore, Guggenheim

Enterprise Value

EV / LTM Sales

EV / LTM EBITDA

5.7x

EV / Fwd EBITDA

Comparable transactions cited by the advisor, excluding the subject transaction.

EV/LTM EBITDA selected range: 3.5x - 5.5x

8 comps


Aug 2017	Student Brands	Barnes & Noble Education	-	-	5.9x	-
Jun 2017	Staples, Inc.	Sycamore Partners	-	-	5.2x	-
Feb 2017	MBS Textbook Exchange, LLC	Barnes & Noble Education	-	-	3.2x	-
Jul 2017	Outerwall Inc.	Apollo Global Management	-	-	3.6x	-
Jul 2015	Books-A-Million, Inc. Evercore determined that the TEV to LTM EBIT multiple of certain selected public companies were not meaningful and noted as NM.	Take Private	-	-	3.2x	-
Jun 2015	Nebraska Book Co.	Follett Corporation	-	-	5.1x	-
Feb 2013	Office Max Inc.	Office Depot, Inc.	-	-	6.7x	-
Aug 2009	Barnes & Noble College Booksellers	Barnes & Noble, Inc.	-	-	5.2x	-
	Mean			-	4.8x	-
	Median			-	5.2x	-

Discount rate and terminal value assumptions the advisor selected for its discounted cash flow analysis.

WACC: 9.5% – 10.5%
Terminal method: Both
Terminal assumption: Exit multiple 3.0x – 4.0x (fiscal year 2024 EBITDA); Perpetuity growth -3.0% – 0.0%
Forecast basis: Management Projections and Sensitivity Analysis
Forecast period: first fiscal quarter of 2020 through fiscal year 2024

WACC: 9.5% – 11.5%
Terminal method: Perpetuity growth
Terminal assumption: -4.0% – 0.0%
Forecast basis: Management Projections (as provided and approved by Barnes & Noble senior management), wi… more
Management Projections (as provided and approved by Barnes & Noble senior management), with two sensitivity cases: Mid Sensitivity Analysis (reduction in CSS CAGR of 2%) and Continued Trend Sensitivity Analysis (reduction in CSS CAGR of 4%)
Forecast period: Not explicitly stated in the excerpt; projection horizon not specified beyond "terminal y… more
Not explicitly stated in the excerpt; projection horizon not specified beyond "terminal year"

Advisor	WACC	Terminal method	Terminal assumption	Forecast basis	Forecast period	Filing
Evercore	9.5% – 10.5%	Both	Exit multiple 3.0x – 4.0x (fiscal year 2024 EBITDA); Perpetuity growth -3.0% – 0.0%	Management Projections and Sensitivity Analysis	first fiscal quarter of 2020 through fiscal year 2024	Open
Guggenheim	9.5% – 11.5%	Perpetuity growth	-4.0% – 0.0%	Management Projections (as provided and approved by Barnes & Noble senior management), wi… more Management Projections (as provided and approved by Barnes & Noble senior management), with two sensitivity cases: Mid Sensitivity Analysis (reduction in CSS CAGR of 2%) and Continued Trend Sensitivity Analysis (reduction in CSS CAGR of 4%)	Not explicitly stated in the excerpt; projection horizon not specified beyond "terminal y… more Not explicitly stated in the excerpt; projection horizon not specified beyond "terminal year"	Open