UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
The Exchange Offers and the Consent Solicitations
On December 6, 2022, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing that it further extended its previously announced offers to exchange (the “Exchange Offers”) any and all of its outstanding:
(i) 3.749% Senior Notes due 2024 (the “2024 Notes”) for new 3.693% Senior Second Lien Secured Non-Convertible Notes due 2027 (the “New Second Lien Non-Convertible Notes”) and/or new 8.821% Senior Second Lien Secured Convertible Notes due 2027 (the “New Second Lien Convertible Notes”), at the option of the holder of the 2024 Notes;
(ii) 4.915% Senior Notes due 2034 (the “2034 Notes”) for new 12.000% Senior Third Lien Secured Convertible Notes due 2029 (the “New Third Lien Convertible Notes” and, together with the New Second Lien Non-Convertible Notes and the New Second Lien Convertible Notes, the “New Notes”); and
(iii) 5.165% Senior Notes due 2044 (the “2044 Notes” and, collectively with the 2024 Notes and the 2034 notes, the “Old Notes”) for New Third Lien Convertible Notes,
in each case upon the terms and subject to the conditions set forth in the Registration Statement on Form S-4 (as amended, including a prospectus and consent solicitation statement forming a part thereof, the “Prospectus”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 18, 2022 (the “Registration Statement”). In connection with the Exchange Offers, the Company is also soliciting consents to amend the indenture governing the Old Notes (the “Consent Solicitations”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Each of the Exchange Offers and Consent Solicitations, which were previously scheduled to expire at 11:59 p.m., New York City time, on December 5, 2022, has been extended until 11:59 p.m., New York City time, on December 19, 2022 (as such time and date may be further extended, the “Expiration Time”). Tenders of Old Notes may be withdrawn at any time at or prior to the Expiration Time (the “Withdrawal Deadline”), but not thereafter, subject to limited exceptions and except as otherwise required by applicable law, unless extended.
Except for the extension of the Expiration Time and Withdrawal Deadline, all other terms of the Exchange Offers and Consent Solicitations remain unchanged.
As of 11:59 p.m., New York City time, on December 5, 2022, which was the previous expiration time for the Exchange Offers, the principal amounts of Old Notes validly tendered and not validly withdrawn, as advised by Global Bondholder Services Corporation, the exchange agent for the exchange offers, are set forth in the table below:
| Title of Old Notes to be Tendered |
CUSIP Number |
Outstanding Principal Amount |
Principal Amount Tendered |
Approximate Percentage of Old Notes Tendered |
||||||||||
| 3.749% Senior Unsecured Notes due 2024 |
075896 AA8 |
$ | 215,404,500 | $ | 37,864,000 | 17.58 | % | |||||||
| 4.915% Senior Unsecured Notes due 2034 |
075896 AB6 |
$ | 209,712,000 | $ | 52,212,000 | 24.90 | % | |||||||
| 5.165% Senior Unsecured Notes due 2044 |
075896 AC4 |
$ | 604,820,000 | $ | 67,510,000 | 11.16 | % | |||||||
As of December 5, 2022 we had a total of approximately 117.3 million shares of common stock outstanding.
The Exchange Offers and the Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Registration Statement, including the Prospectus, and the information summarized herein is qualified by reference to such Prospectus and the Registration Statement.
Forward-looking statements
This Current Report on Form 8-K (including Exhibit 99.1 hereto) contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this Form 8-K and are based on current expectations and involve a number of assumptions, risks, and uncertainties that could cause the actual results to differ materially from such forward-looking statements, including our ability to successfully consummate the Exchange Offers and Consent Solicitations. Readers are strongly encouraged to read the full cautionary statements contained in the Company’s filings with the SEC, including the risk factors set forth in the Registration Statement. The Company disclaims any obligation to update or revise any forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release issued by the Company on December 6, 2022, related to the Extension of Exchange Offers and Consent Solicitations | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BED BATH & BEYOND INC. | ||
| By: | /s/ Laura Crossen | |
| Laura Crossen | ||
| Interim Chief Financial Officer | ||
Date: December 6, 2022