UNION,
N.J., Feb. 7, 2023 /PRNewswire/ -- Bed Bath
& Beyond Inc. (the "Company") (Nasdaq: BBBY) today announced
the pricing of an underwritten public offering (the "Offering") of
(i) shares of the Company's Series A convertible preferred stock
(the "Series A Convertible Preferred Stock"), (ii) warrants to
purchase shares of Series A Convertible Preferred Stock and (iii)
warrants to purchase the Company's common stock. The Company
expects to receive gross proceeds of approximately $225 million in the Offering together with an
additional approximately $800 million
of gross proceeds through the issuance of securities requiring the
holder thereof to exercise warrants to purchase shares of Series A
Preferred Stock in future installments assuming certain condition
are met. The Company cannot give any assurances that it will
receive all of the installment proceeds of the Offering.
At the initial closing, the Company will issue (i) 23,685 shares
of Series A Convertible Preferred Stock, (ii) warrants to purchase
84,216 shares of Series A Convertible Preferred Stock and
(iii) warrants to purchase 95,387,533 shares of the Company's
common stock.
B. Riley Securities is acting as sole book-running manager for
the Offering.
The Company intends to use the net proceeds from the initial
closing of the Offering, along with $100
million to be drawn under its amended and upsized FILO
Facility, to repay outstanding revolving loans under its ABL
Facility in accordance with the terms of an amendment to the
Company's Credit Agreement waiving existing defaults thereunder
(the "Amendment") to be entered concurrently with the initial
closing of the Offering. Under the Amendment, the Company will be
required to use availability under its credit facilities to make
the missed interest payment on its senior notes by March 3, 2023. Outstanding revolving loans repaid
using net proceeds of the Offering may be reborrowed, subject to
availability under the ABL Facility, and the Company expects to use
those borrowings for general corporate purposes, including, but not
limited to, rebalancing the Company's assortment and building back
the Company's inventory. In addition, proceeds from the conversion
of warrants to purchase shares of Series A Convertible Preferred
Stock will be used to further repay outstanding amounts under the
ABL Facility with 50% of such conversion amounts being applied
against the borrowing base of the ABL Facility. Such repaid amounts
may be reborrowed subject to availability under the ABL
Facility.
The securities are being offered pursuant to an automatically
effective shelf registration statement on Form S-3 filed with the
Securities and Exchange Commission ("SEC") on August 31, 2022, as amended. A preliminary
prospectus supplement and accompanying prospectus relating to and
describing the terms of the Offering were filed with the SEC and
are available on the SEC's website at www.sec.gov. The final
prospectus supplement and accompanying prospectus relating to the
Offering will be filed with the SEC and may be obtained, when
available, from: B. Riley Securities, Inc., by telephone at
(703)-312-9580 or by email at prospectuses@brileyfin.com or by
accessing the SEC's website at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. Any offers, solicitations, or offers to buy,
or any sales of securities will be made in accordance with the
registration requirements of the Securities Act of 1933, as
amended.
About the Company
The Company is an omnichannel retailer that makes it easy for
its 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 a number of forward-looking
statements. Words such as "expect," "will," "working," "plan" and
variations of such words and similar future or conditional
expressions are intended to identify forward-looking statements.
These forward-looking statements include, but are not limited to,
statements regarding the Company's beliefs and expectations
relating to the closing of the Company's Offering and the
anticipated use of proceeds of the Offering. These forward-looking
statements are not guarantees of future results and are subject to
a number of risks and uncertainties, many of which are difficult to
predict and beyond the Company's control. Important factors that
may cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to, the
uncertainties related to market conditions and the completion of
Offering on the anticipated terms or at all, the Company's ability
to use proceeds from the Offering to pay down outstanding debt
obligations and operate its business; risks related to the failure
to consummate the Offering, which the Company expects will likely
force it to file for bankruptcy protection; the Company's ability
to regain access to its credit agreement; the Company's ability to
deliver and execute on its turnaround plan; the Company's potential
need to seek additional strategic alternatives, including
restructuring or refinancing of its debt, seeking additional debt
or equity capital, reducing or delaying its business activities and
strategic initiatives, or selling assets, other strategic
transactions and/or other measures, including obtaining relief
under the U.S. Bankruptcy Code, and the terms, value and timing of
any transaction resulting from that process; the Company's ability
to finalize or fully execute actions and steps that would be
probable of mitigating the existence of "substantial doubt"
regarding the Company's ability to continue as a going concern; and
the Company's ability to increase cash flow to support the
Company's operating activities and fund its obligations and working
capital needs, and the other risk factors described in the
Company's filings with the SEC, including the factors set forth
under the section entitled "Risk Factors" in our Annual Report on
Form 10-K for the year ended February 26,
2022, our Quarterly Report on Form 10-Q for the quarter
ended November 26, 2022 and Exhibit
99.3 to our Current Report on Form 8-K filed on February 6, 2023. The Company disclaims and does
not undertake any obligation to update or revise any
forward-looking statement in this press release, except as required
by applicable law or regulation.
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SOURCE Bed Bath & Beyond Inc.