UNION,
N.J., Nov. 9, 2022 /PRNewswire/ -- Bed Bath
& Beyond Inc. (NASDAQ: BBBY) today announced that it has
entered into a privately negotiated exchange agreement with an
existing holder of its 4.915% Senior Notes due 2034 (the "2034
notes") and 5.165% Senior Notes due 2044 (the "2044 notes"). The
existing holder owns approximately $9.5
million aggregate principal amount of 2034 notes and
$22.0 million aggregate principal
amount of 2044 notes (collectively, the "exchange notes"). Pursuant
to the exchange agreement, Bed Bath & Beyond will issue an
aggregate of approximately 2.8 million shares of common stock to
the existing holder, consisting of the issuance of (a) 1.8 million
shares in exchange for the exchange notes, (b) 0.1 million shares
in satisfaction of including accrued and unpaid interest thereon
the exchange notes, and (c) 0.9 million shares in exchange for a
cash payment from the existing holder of $3.5 million (the "transaction"). Following the
closing of the transaction, the exchange notes will be cancelled
and no longer outstanding. The proceeds of the private placement of
common stock will be used for general corporate purposes. The
transaction is expected to close on or about November 14, 2022, subject to customary closing
conditions. This transaction is exempt from registration under
Section 4(a)(2) and Rule 506(c) under the Securities Act of
1933.
Sue Gove, Bed Bath & Beyond's
President and CEO said, "We continue to demonstrate progress
towards securing a stronger financial position and enabling our
strategic repositioning to better serve our customers and gain
market share. Today's announcement outlines a strong
framework and compelling opportunity to improve our balance sheet
and liquidity by reducing long-term debt, lowering interest
expense, and adding an infusion of new capital for equity.
This transaction, in conjunction with our overall enhanced
liquidity via our ABL Facility, FILO and current ATM program,
underscores our ability to achieve greater stability and
flexibility in our business. We remain committed to capturing value
for our financial stakeholders and appreciate the support of our
holders as we execute our turnaround plans."
This press release is not an offer to buy or sell or the
solicitation of an offer to buy any security nor shall there be any
sale of these securities in any state in which such offer,
solicitation or sales would be unlawful prior to registration or
qualification under the securities laws of any such state.
About the Company
Bed Bath & Beyond Inc. and subsidiaries (the "Company") is
an omnichannel retailer that makes it easy for our customers to
feel at home. The Company sells a wide assortment of merchandise in
the Home, Baby, Beauty and Wellness markets. 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 within
the meaning of Section 21E of the Exchange Act of 1934, as amended,
including, but not limited to, statements about the transaction.
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,
preliminary, and similar words and phrases, although the absence of
those words does not necessarily mean that statements are not
forward-looking. Our 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 recent supply chain disruptions, labor shortages,
wage pressures, rising inflation and the ongoing military conflict
between Russia and Ukraine; challenges related to our
relationships with our suppliers, including the failure of our
suppliers to supply us with the necessary volume and type of
products; the impact of cost-saving measures; our inability to
generate sufficient cash to service all of our indebtedness or our
ability to access additional capital; our inability to complete our
expected credit financings; changes to our credit rating or the
terms on which vendors or others will provide us credit; the impact
of strategic changes, including the reaction of customers to such
changes; a challenging overall macroeconomic environment and a
highly competitive retailing environment; risks associated with the
ongoing COVID-19 pandemic and the governmental responses to it,
including its impacts across our businesses on demand and
operations, as well as on the operations of our suppliers and other
business partners, and the effectiveness of our and governmental
actions taken in response to these risks; changing consumer
preferences, spending habits and demographics; demographics and
other macroeconomic factors that may impact the level of spending
for the types of merchandise sold by us; challenges in executing
our omni-channel and transformation strategy, including our ability
to establish and profitably maintain the appropriate mix of digital
and physical presence in the markets we serve; our ability to
successfully execute our store fleet optimization strategies,
including our ability to achieve anticipated cost savings and to
not exceed anticipated costs; our ability to execute on any
additional strategic transactions and realize the benefits of any
acquisitions, partnerships, investments or divestitures;
disruptions to our 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; damage to our reputation in any aspect of our operations;
the cost of labor, merchandise, logistical costs and other costs
and expenses; potential supply chain disruption due to trade
restrictions or otherwise, and other factors such as natural
disasters, pandemics, political instability, labor disturbances,
product recalls, financial or operational instability of suppliers
or carriers, and other items; inflation and the related increases
in costs of materials, labor and other costs; inefficient
management of relationships and dependencies on third-party service
providers; our ability to attract and retain qualified employees in
all areas of the organization; unusual weather patterns and natural
disasters, including the impact of climate change; uncertainty and
disruptions in financial markets; volatility in the price of our
common stock and its effect, and the effect of other factors on our
capital allocation strategy; changes to statutory, regulatory and
other legal requirements or deemed noncompliance with such
requirements; changes to accounting rules, regulations and tax
laws, or new interpretations of existing accounting standards or
tax laws; new, or developments in existing, litigation, claims or
assessments; and a failure of our business partners to adhere to
appropriate laws, regulations or standards. Except as required by
law, we do not undertake any obligation to update our
forward-looking statements. These statements are based on our
management's beliefs and assumptions, which in turn are based on
currently available information. These assumptions could prove
inaccurate.
Any forward-looking statement we make in this press release or
elsewhere speaks only as of the date on which we make it. The risks
identified above are not exhaustive, and you should be aware that
there may be other risks that could adversely affect our business
and financial performance. New risks and uncertainties arise from
time to time, and it is impossible for us to predict these events
or how they may affect us. In any event, these and other important
factors may cause actual results to differ materially from those
indicated by our forward-looking statements. We have no duty, and
do not intend, to update or revise the forward-looking statements
we make in this press release or elsewhere, except as may be
required by law. In light of these risks and uncertainties, you
should keep in mind that the future events or circumstances
described in any forward-looking statement we make in this press
release or elsewhere might not occur.
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SOURCE Bed Bath & Beyond