The Exchange Offers and the Consent Solicitations
On December 20, 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 19, 2022, has been extended until 11:59 p.m., New York City time, on January 4, 2023 (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 Tenders of Old Notes may be withdrawn at any time at or prior to the Expiration Time (the “Withdrawal Deadline”), but not thereafter, subject to limited exceptions and except as otherwise required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 19, 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:
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| Title of Old Notes to be Tendered |
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CUSIP
Number |
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Outstanding
Principal Amount |
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|
Principal
Amount
Tendered |
|
|
Approximate Percentage
of Old Notes Tendered |
|
| 3.749% Senior Unsecured Notes due 2024 |
|
075896
AA8 |
|
$ |
215,403,000 |
|
|
$ |
39,234,000 |
|
|
|
18.21 |
% |
| 4.915% Senior Unsecured Notes due 2034 |
|
075896
AB6 |
|
$ |
209,712,000 |
|
|
$ |
51,948,000 |
|
|
|
24.77 |
% |
| 5.165% Senior Unsecured Notes due 2044 |
|
075896
AC4 |
|
$ |
604,820,000 |
|
|
$ |
67,702,000 |
|
|
|
11.19 |
% |
As of December 19, 2022 we had a total of approximately 117.3 million shares of common stock outstanding.