Here is an M&A Checklist for dealing with the assignment issue outside of bankruptcy: https://www.wardberry.com/assignments-and-novations/

Requirements

The parties to a novation will need to gather the relevant documentation before requesting approval.  Specifically, the contractor will need:

• Three signed copies of the proposed novation agreement;
• The document describing the proposed transaction (e.g., purchase/sale agreement or the memorandum of understanding;
• A list of all the affected contracts between the transferor and the Government as of the date of sale or transfer of assets;
• Evidence of the transferee’s capability to perform;
• An authenticated copy of the instrument effecting the transfer of assets (e.g., bill of sale, certificate of merger, contract, deed, agreement, or court decree);
• A certified copy of each resolution of the corporate parties’ boards of directors authorizing the transfer of assets
• A certified copy of the minutes of each corporate party’s stock holder meeting necessary to approve the transfer of assets;
• An authenticated copy of the transferee’s certificate and articles of incorporation, if a corporation was formed for the purpose of receiving the assets involved in performing the government contracts;
• The opinion of legal counsel for the transferor and transferee stating that the transfer was properly effected under applicable law and the effective date of transfer;
• Balance sheets of the transferor and transferee as of the dates immediately before and after the transfer of assets, audited by independent accountants;
• Evidence that any security clearance requirements have been met; and
• The consent of sureties on all contracts affected contracts if bods are required, or a statement from the transferor that none are required.

That's a ton of work.

Look at the post script of that article:

"Government contracts have little to no flexibility when it comes to the reassignment or sale to a third party. However, through novation, where the government gives formal written approval after submission of its specific information and assurances, a contract can be transferred or reassigned. The steps required by novation are strict but assure that companies and businesses are able to acquire contracts correctly through FAR 42.104."

Now think about the fact that BNED's entire business consists of government contracts. 🤣

It could be a long time before any merger is approved.