Barnes & Noble Education Acquires MBS for $174.2 Million

Barnes & Noble Education, Inc. (NYSE:BNED) (“the Company” or “BNED”), one of America’s largest contract operators of bookstores on college and university campuses and a leading provider of digital education services, today announced that it has acquired MBS Textbook Exchange, LLC (“MBS”) for $174.2 million in cash. Together, MBS and BNED will operate over 1,490 physical and virtual bookstores and serve more than 6 million students enrolled in higher education institutions.

MBS is the largest contract operator of virtual bookstores for the institutional client market and one of the largest used textbook wholesalers in the U.S. Through its MBS Direct business, MBS services more than 700 virtual bookstores with a comprehensive e-commerce experience and a broad suite of affordable new, used and digital course materials. MBS sources and sells new and used textbooks to over 3,700 physical college bookstores, including BNED’s 770 campus bookstores, and provides inventory management, hardware and point-of-sale software to approximately 485 college bookstores. It also operates textbooks.com℠, an e-commerce site for new and used textbooks.

Max J. Roberts, Chief Executive Officer, Barnes & Noble Education, Inc., said: “We have worked closely with MBS for over 30 years, and we are thrilled to bring our two complementary companies together. This combination will allow us to generate more value from the textbook marketplace through expected inventory and procurement synergies, which will enhance our ability to drive successful student outcomes by providing complete, affordable solutions that empower students and faculty. In addition, we will increase our addressable market to include the growing virtual bookstore market, and will now be able to offer our campus partners physical, virtual and hybrid bookstore models. Our ability to leverage our expanded customer reach and distribution channels gives us the opportunity to immediately accelerate our strategy and provide scale benefits, an enhanced competitive advantage in the rapidly changing higher education industry.”

For the MBS fiscal year ended August 31, 2016, MBS generated revenue of approximately $499.8 million and Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of approximately $54.7 million, with capital expenditures of approximately $1.8 million.1


Management believes the transaction will enhance BNED’s competitive positioning in the dynamic higher education industry as follows:

  • Enhances ability to customize physical, virtual and hybrid models to meet customer needs: MBS’s advanced capabilities will enable BNED to expand its addressable market to include higher education institutions and K-12 schools that need virtual bookstore solutions — a growing market segment with increasing demand and a key element of BNED’s competitive strategy. Together, BNED and MBS can offer existing and prospective clients physical, virtual and hybrid bookstore models, and can enhance MBS’s existing virtual bookstore offering, including using Promoversity, a custom merchandise supplier and storefront solution.
  • Delivers significant financial benefits: The transaction is expected to be accretive to EBITDA, net income and cash flow in Fiscal 2018 and is expected to deliver operational synergies over time. BNED believes the compelling financial benefits, including increased cash flow generation, new revenue opportunities and operational synergies will help deliver significant shareholder value. Importantly, increased scale and cash flow generation will provide BNED with the flexibility to pursue additional growth opportunities in the rapidly changing higher education industry.
  • Enables BNED to generate more value from the textbook marketplace: MBS’s wholesale distribution channel and warehousing systems will enable BNED to optimize its textbook sourcing, purchasing and liquidation processes. With MBS, BNED will be able to more efficiently source and distribute a comprehensive inventory of affordable course materials to customers with the highest and greatest need.
  • Expands customer base for digital courseware and analytics: BNED will have new sales opportunities for its suite of digital course materials and platforms with MBS’s wholesale and virtual bookstore customers. The expanded combined customer base will broaden BNED’s reach and deepen its institutional partnerships through its ability to provide unmatched access to affordable solutions.

“We are excited to join a company that shares our commitment to serving the education marketplace and driving student success,” said Bob Pugh, Chief Executive Officer, MBS. “We are confident that joining forces with Barnes & Noble Education will enable us to serve the needs of our customers and partners even more effectively and better meet the demands of the changing education landscape. We look forward to being a member of the Barnes & Noble Education family.”

To read the press release in its entirety, visit www.bned.com.

Article reposted from Barnes & Noble College NEXT.

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