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Simpson Thacher Represents Microsoft in $300 Million Investment in Barnes & Noble’s NOOK Business

04.30.12

Simpson Thacher is representing Microsoft Corporation in connection with its $300 million investment in a new entity which will own the NOOK and college businesses of Barnes & Noble, Inc.  Microsoft will receive convertible preferred stock equivalent to an approximately 17.6% equity stake in the new company, which values the business at $1.7 billion.  Barnes & Noble will own approximately 82.4% of the new entity, which will have an ongoing relationship with Barnes & Noble’s retail stores. Completion of the transaction is subject to satisfaction of customary conditions to closing, including completion of the separation of the NOOK and college businesses into the new entity.

In connection with the investment, Barnes & Noble and Microsoft have entered into a commercial agreement, which, among other things, contemplates the development of a NOOK application for Windows 8.

The Simpson Thacher team includes: Alan Klein, Casey Cogut, Anthony Vernace and Shabarika Ajitkumar (M&A); Gary Mandel, Jonathan Goldstein and Danny Salinas (Tax); and Lori Lesser (IP).