UNION,
N.J., Dec. 6, 2022 /PRNewswire/ -- Bed Bath
& Beyond Inc. (NASDAQ: BBBY) today announced that it has
further extended its previously announced offers to exchange (the
"Exchange Offers") any and all of its outstanding Senior Notes.
Today's extension includes the offers to exchange:
(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 connection with the Exchange Offers, the Company is also
soliciting consents to amend the indenture governing the Old Notes
(the "Consent Solicitations").
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Old Notes may be withdrawn at any time at or prior to the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Old Notes validly tendered and not validly withdrawn, as advised by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.
A Registration Statement on Form S-4, including a prospectus and
consent solicitation statement forming a part thereof (the
"Prospectus"), which is subject to change, relating to the issuance
of the New Notes has been filed with the Securities and Exchange
Commission (the "SEC") (the "Registration Statement"), but has not
yet become effective. The New Notes may not be sold nor may offers
to buy be accepted prior to the time the Registration Statement
becomes effective. If and when issued, the New Notes will be
registered under the Securities Act of 1933, as amended.
Copies of the Prospectus pursuant to which the Exchange Offers
and Consent Solicitations are being made may be obtained from
Global Bondholder Services Corporation, the information agent and
exchange agent for the Exchange Offers and Consent Solicitations.
Requests for documentation and questions regarding procedures for
tendering the Old Notes can be directed to Global Bondholder
Services Corporation at (855) 654-2015 (for information U.S.
Toll-free) or (212) 430-3774 (information for brokers). Questions
regarding the terms and conditions of the Exchange Offers and
Consent Solicitations should be directed to the dealer manager,
Lazard Frères & Co. LLC, at (212) 632-6311.
The Exchange Offers and Consent Solicitations are being made
only by and pursuant to the terms and subject to the conditions set
forth in the Prospectus, which forms a part of the Registration
Statement, and the information in this press release is qualified
by reference to such Prospectus and the Registration Statement.
This press release is for informational purposes only and is not
an offer to buy or sell or the solicitation of an offer to sell
with respect to any securities. The solicitation of offers to sell
the New Notes or buy the Old Notes is only being made pursuant to
the terms of the Exchange Offers. The Company is not making an
offer of New Notes in any jurisdiction where the Exchange Offers
are not permitted, and this press release does not constitute an
offer to participate in the Exchange Offers to any person in any
jurisdiction where it is unlawful to make such an offer or
solicitations.
Holders of the Old Notes are urged to carefully read the
Prospectus before making any decision with respect to the Exchange
Offers and Consent Solicitations. None of the Company, the dealer
manager, the trustee with respect to any series of Old Notes, the
trustee with respect to any series of New Notes, the information
agent and exchange agent for the Exchange Offers or any affiliate
of any of them makes any recommendation as to whether holders of
the Old Notes should exchange their Old Notes for New Notes in the
Exchange Offers, and no one has been authorized by any of them to
make such a recommendation.
Holders of the Old Notes must make their own decision as to
whether to tender Old Notes and, if so, the principal amount of Old
Notes to tender. This press release is for informational purposes
only and does not constitute an offer to purchase or a solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any state or jurisdiction in which such offer or
solicitation or sale would be unlawful.
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 may contain "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 press release 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.
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SOURCE Bed Bath & Beyond