Bed Bath & Beyond Inc. (NASDAQ:BBBY) today announced that it has entered into privately negotiated exchange agreements with several existing institutional holders of its 3.749% Senior Unsecured Notes due 2024 (the “2024 notes”), 4.915% Senior Notes due 2034 (the “2034 notes”) and 5.165% Senior Notes due 2044 (the “2044 notes”). The existing holders collectively exchanged approximately $69 million aggregate principal amount of 2024 notes (being all of the existing holders’ beneficially owned 2024 notes), $5.8 million aggregate principal amount of 2034 notes and $48.2 million aggregate principal amount of 2044 notes (collectively, the “exchange notes”). Pursuant to the exchange agreements, Bed Bath & Beyond will issue an aggregate of approximately 11.7 million shares of common stock to the existing holders in exchange for the exchange notes, including accrued and unpaid interest thereon (the “transaction”). Following the closing of the transaction, the exchange notes will be cancelled and no longer outstanding. The transaction is expected to close on or about November 16, 2022, subject to customary closing conditions. The 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, “Building on our bond exchange transaction from last week, we are pleased to announce additional progress towards greater financial flexibility, with further reduction of our long-term debt, particularly our nearest-term 2024 Notes. Our entire organization is focused on executing our customer-focused priorities of improved assortment and supply as we enter the peak holiday selling season, and driving our business with highly engaged teams, which now includes our new Chief Marketing & Customer Officer who started with us today.”
Perella Weinberg Partners served as advisor to the institutional holders in this transaction.
Lazard served as financial advisor to the Company on this transaction and continues to serve as dealer manager for the Company on its public exchange.
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.
