UNION, N.J., Aug. 10, 2020 /PRNewswire/ -- Bed Bath &
Beyond Inc. (Nasdaq: BBBY) ("Bed Bath" or the "Company") announced
today that, in light of current business and market conditions, it
has lifted the suspension of planned debt reductions, which had
been implemented in response to the economic and market conditions
resulting from the COVID-19 pandemic.
The Company also announced today that it has commenced cash
tender offers to purchase up to $300
million aggregate principal amount (the "Maximum Tender
Offer Amount") of its senior notes as identified in the table below
(collectively, the "Notes"). Each tender offer is open to all
registered holders of such series of Notes (individually, a
"Holder" and collectively, the "Holders") and subject to the
Maximum Tender Offer Amount, the applicable "Tender Cap" (as set
forth in the table below) and the proration arrangements applicable
to the tender offers.
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal
Amount
Outstanding
|
Tender
Caps (1)
|
Tender
Consideration (2)
|
Early
Tender
Premium
|
Total
Consideration (2)(3)
|
4.195% Senior
Notes
due 2034
|
075896 AB6
|
$300,000,000
|
$75,000,000
|
$720.00
|
$50.00
|
$770.00
|
5.165% Senior
Notes
due 2044
|
075896 AC4
|
$900,000,000
|
$225,000,000
|
$670.00
|
$50.00
|
$720.00
|
(1) The Tender Cap
for each series of Notes is based on the aggregate principal amount
of the applicable series of Notes validly tendered (and not validly
withdrawn) and accepted for purchase by the Company as described
herein.
|
(2) Per $1,000
principal amount of the applicable series of Notes validly tendered
(and not validly withdrawn) and accepted for purchase by the
Company. Excludes accrued and unpaid interest, which will be paid
on the applicable series of Notes accepted for purchase by the
Company as described herein.
|
(3) Includes the
$50.00 Early Tender Premium.
|
The Company intends to finance the tender offers with cash on
hand.
Bed Bath will not be obligated to accept for purchase any Notes
pursuant to the tender offers unless certain conditions are
satisfied or waived by Bed Bath. Neither of the tender offers is
conditioned on any minimum amount of Notes being tendered, of
either series or in the aggregate, or the consummation of any other
offer. Subject to applicable law, Bed Bath may amend, extend or
terminate either of the tender offers in its sole discretion.
Subject to the Maximum Tender Offer Amount, the aggregate principal
amount of 4.195% Senior Notes due 2034 and the aggregate principal
amount of 5.165% Senior Notes due 2044 to be purchased by the
Company will not exceed $75 million
and $225 million, respectively,
excluding accrued but unpaid interest (subject to increase,
decrease or elimination of the Maximum Tender Offer Amount and
either of the Tender Caps in the discretion of the Company).
The tender offers are being made solely pursuant to the terms
and conditions set forth in an Offer to Purchase, dated
August 10, 2020, which sets forth a
more detailed description of the tender offers. Holders of the
Notes are urged to carefully read the Offer to Purchase before
making any decision with respect to the tender offers.
Each tender offer will expire at 12:00 midnight, New York City time, at the end of the day on
September 4, 2020, unless extended,
or terminated (such time and date, as the same may be extended or
terminated by the Company in its sole discretion with respect to
one or more series of Notes, the "Expiration Date"). Tendered Notes
may be withdrawn at or prior to 5:00 p.m., New York City time, on August 21, 2020, by following the procedures in
the Offer to Purchase, but may not thereafter be validly withdrawn,
unless the deadline is extended or reinstated as provided for in
the Offer to Purchase or required by applicable law.
Holders of Notes must validly tender and not validly withdraw
their Notes at or prior to 5:00 p.m.,
New York City time, on
August 21, 2020 (such time and date,
as the same may be extended by Bed Bath in its sole discretion with
respect to one or more series of Notes, the "Early Tender
Deadline") in order to be eligible to receive the applicable Total
Consideration, which includes the Early Tender Premium for the
Notes of $50.00 per $1,000 principal amount of Notes tendered.
Holders that validly tender their Notes after the Early Tender
Deadline and at or prior to the Expiration Date whose tenders are
accepted (if any) will be eligible to receive only the applicable
Tender Consideration, as set forth in the table above. Accrued and
unpaid interest will be paid on all Notes validly tendered and
accepted for purchase from the last applicable interest payment
date up to, but not including, the applicable Settlement Date.
The Company's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn is limited to as
many of the Notes as the Company can purchase up to the Maximum
Tender Offer Amount and the applicable Tender Cap. If the aggregate
principal amount of validly tendered and not validly withdrawn
Notes exceeds the Maximum Tender Offer Amount, or if the aggregate
principal amount of the Notes of a series validly tendered and not
validly withdrawn is greater than the applicable Tender Cap, the
Company will accept Notes of a series on a pro rata basis so as to
not exceed the Maximum Tender Offer Amount and the applicable
Tender Cap on the terms and subject to the conditions of the tender
offer for such Notes.
If the aggregate principal amount of Notes of a series validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline equals or exceeds the applicable Tender Cap, holders of
such series of Notes who validly tender and do not validly withdraw
Notes of such series after the Early Tender Deadline and at or
prior to the Expiration Date will not have any such Notes accepted
for payment, unless the Company increases the Tender Cap with
respect to such series of Notes and, as applicable, the Maximum
Tender Offer Amount. There can be no assurance that all tendered
Notes of either series will be accepted for purchase.
Bed Bath reserves the right, but is under no obligation, at any
time after the Early Tender Deadline and before the Expiration
Date, to accept for purchase any Notes that have been validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline on a date determined at Bed Bath's option (such date, if
any, the "Early Settlement Date"). If Bed Bath chooses to exercise
its option to have an Early Settlement Date, Bed Bath will purchase
any remaining Notes that have been validly tendered and not validly
withdrawn after the Early Tender Deadline and at or prior to the
Expiration Date, subject to the Maximum Tender Offer Amount and the
Tender Caps and all conditions to the tender offers having been
satisfied or waived by Bed Bath, on a date following the Expiration
Date (the "Final Settlement Date," and each of the Early Settlement
Date and the Final Settlement Date, a "Settlement Date"). The Final
Settlement Date is expected to occur promptly following the
Expiration Date, and is currently expected to occur on September 9, 2020, unless extended by Bed Bath.
If Bed Bath chooses not to exercise its option to have an Early
Settlement Date, Bed Bath will purchase all Notes that have been
validly tendered and not validly withdrawn at or prior to the
Expiration Date, subject to the Maximum Tender Offer Amount, the
Tender Caps and all conditions to the tender offers having been
satisfied or waived by Bed Bath, on the Final Settlement Date.
Tenders of Notes submitted after the Expiration Date will not be
valid.
Bed Bath has retained J.P. Morgan Securities LLC to act as sole
dealer manager for the tender offers. D.F. King & Co.,
Inc. is the Tender and Information Agent for the tender offers. For
additional information regarding the terms of the tender offers,
please contact J.P. Morgan Securities LLC collect at (212) 834-2042
or toll-free at (866) 834-4666. Requests for copies of the Offer to
Purchase and questions regarding the tendering of Notes may be
directed to D.F. King & Co., Inc. at (212) 269-5550 (for
banks and brokers) or (800) 714-3311 (all others, toll-free) or
email bbby@dfking.com.
This press release is for informational purposes only and does
not constitute an offer to purchase securities or a solicitation of
an offer to sell securities or an offer to sell or the solicitation
of an offer to purchase any securities nor does it constitute an
offer or solicitation in any jurisdiction in which such offer or
solicitation is unlawful.
None of Bed Bath, the Tender and Information Agent, the Dealer
Manager or the Trustee (nor any of their respective directors,
officers, employees or affiliates) makes any recommendation as to
whether holders should tender their Notes pursuant to either of the
tender offers, and no one has been authorized by any of them to
make such a recommendation. Holders must make their own decisions
as to whether to tender their Notes, and, if so, the principal
amount of Notes to tender.
About Bed Bath & Beyond Inc.
Bed Bath & Beyond Inc. and subsidiaries is an omnichannel
retailer that makes it easy for our customers to feel at
home. The Company sells a wide assortment of domestic
merchandise and home furnishings. The Company also provides a
variety of textile products, amenities and other goods to
institutional customers in the hospitality, cruise line, healthcare
and other industries. Additionally, the Company is a partner
in a joint venture which operates retail stores in Mexico under the name Bed Bath &
Beyond.
Forward-Looking Statements
This press release contains forward-looking statements,
including, but not limited to, statements regarding the Company's
plans, projections or expectations related to the Company's planned
debt reductions and the proposed tender offers, including the terms
and timing for completion of the tender offers. Many of these
forward-looking statements can be identified by use of words such
as may, will, expect, anticipate, approximate, estimate, assume,
continue, model, project, plan, goal, and similar words and
phrases, although the absence of those words does not necessarily
mean that statements are not forward-looking. The Company's actual
results and future financial condition may differ materially from
those expressed in any such forward-looking statements as a result
of many factors. Such factors include, without limitation: general
economic conditions including the housing market, a challenging
overall macroeconomic environment and related changes in the
retailing environment; risks associated with COVID-19 and the
governmental responses to it, including its impacts across the
Company's businesses on demand and operations, as well as on the
operations of the Company's suppliers and other business partners,
and the effectiveness of the Company's actions taken in response to
these risks; consumer preferences, spending habits and adoption of
new technologies; demographics and other macroeconomic factors that
may impact the level of spending for the types of merchandise sold
by the Company; civil disturbances and terrorist acts; unusual
weather patterns and natural disasters; competition from existing
and potential competitors across all channels; pricing pressures;
liquidity; the ability to achieve anticipated cost savings, and to
not exceed anticipated costs, associated with organizational
changes and investments, including the Company's strategic
restructuring program; the ability to attract and retain qualified
employees in all areas of the organization; the cost of labor,
merchandise and other costs and expenses; potential supply chain
disruption due to trade restrictions, and other factors such as
natural disasters, such as pandemics, including the COVID-19
pandemic, political instability, labor disturbances, product
recalls, financial or operational instability of suppliers or
carriers, and other items; the ability to find suitable locations
at acceptable occupancy costs and other terms to support the
Company's plans for new stores; the ability to establish and
profitably maintain the appropriate mix of digital and physical
presence in the markets it serves; the ability to assess and
implement technologies in support of the Company's development of
its omnichannel capabilities; the ability to effectively and timely
adjust the Company's plans in the face of the rapidly changing
retail and economic environment, including in response to the
COVID-19 pandemic; uncertainty in financial markets; volatility in
the price of the Company's common stock and its effect, and the
effect of other factors, including the COVID-19 pandemic, on the
Company's capital allocation strategy; risks associated with the
ability to achieve a successful outcome for its business concepts
and to otherwise achieve its business strategies; the impact of
intangible asset and other impairments; disruptions to the
Company's information technology systems including but not limited
to security breaches of systems protecting consumer and employee
information or other types of cybercrimes or cybersecurity attacks;
reputational risk arising from challenges to the Company's or a
third party product or service supplier's compliance with various
laws, regulations or standards, including those related to labor,
health, safety, privacy or the environment; reputational risk
arising from third-party merchandise or service vendor performance
in direct home delivery or assembly of product for customers;
changes to statutory, regulatory and legal requirements, including
without limitation proposed changes affecting international trade;
changes to, or new, tax laws or interpretation of existing tax
laws; new, or developments in existing, litigation, claims or
assessments; changes to, or new, accounting standards; and foreign
currency exchange rate fluctuations. Except as required by law, the
Company does not undertake any obligation to update its
forward-looking statements.
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SOURCE Bed Bath & Beyond Inc.