UNION, N.J., Aug. 24, 2020 /PRNewswire/ -- Bed Bath &
Beyond Inc. (Nasdaq: BBBY) ("Bed Bath" or the "Company") announced
today the successful early results and early settlement date of its
previously announced cash tender offers to purchase up to
$300 million aggregate principal
amount (the "Maximum Tender Offer Amount") of its 4.915% Senior
Notes due 2034 and its 5.165% Senior Notes due 2044 (collectively,
the "Notes"). Based on information received from D.F. King &
Co., Inc., the Tender and Information Agent, $479,868,000 in aggregate principal amount of
Notes were validly tendered and not validly withdrawn at or prior
to 5:00 p.m., New York City time, on August 21, 2020 (such time and date, the "Early
Tender Deadline"). The Company also announced that it has elected
to have an early settlement date for the tender offers, which is
currently expected to be on or around August
28, 2020 (the "Early Settlement Date"), for Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline.
The tender offers commenced on August 10,
2020 and are scheduled to expire at 12:00 midnight,
New York City time, at the end of
the day on September 4, 2020, unless
extended, or terminated (such time and date, as the same may be
extended or terminated by the Company in its sole discretion with
respect to either or both of the series of Notes, the "Expiration
Date"). However, because the aggregate principal amount of the
Notes validly tendered and not validly withdrawn as of the Early
Tender Deadline exceeded the applicable Tender Cap for each series
of Notes, no tenders of Notes submitted after the Early Tender
Deadline will be accepted for purchase in the tender offers. The
terms and conditions of the tender offers remain unchanged, and the
tender offers are being made solely pursuant to the terms and
conditions, including the Maximum Tender Offer Amount and the
Tender Caps, set forth in the Offer to Purchase, dated August 10, 2020 (as amended and supplemented from
time to time, the "Offer to Purchase").
The following table sets forth certain information regarding the
Notes and the tender offers, including the aggregate principal
amount of each series of Notes that was validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline:
Series of
Notes
|
CUSIP
Number
|
Aggregate
Principal Amount
Outstanding Prior
to the Offers
|
Tender Caps
(1)
|
Aggregate
Principal
Amount
Tendered as of
the Early Tender
Deadline
|
Principal
Amount
Accepted for
Purchase
|
Proration
Factor (2)
|
4.915% Senior Notes
due 2034
|
075896 AB6
|
$300,000,000
|
$75,000,000
|
$109,587,000
|
$75,000,000
|
68.87%
|
5.165% Senior Notes
due 2044
|
075896 AC4
|
$900,000,000
|
$225,000,000
|
$370,281,000
|
$224,990,000
|
60.83%
|
(1) The "Tender Cap" for each series of Notes is based on the
aggregate principal amount of the applicable series of Notes
validly tendered (and not validly withdrawn) and accepted for
purchase by the Company as described in the Offer to Purchase.
(2) The proration factor has been rounded to the nearest hundredth
of a percentage point.
The amount of each series of Notes accepted for purchase was
determined pursuant to the terms and conditions of the tender
offers as set forth in the Offer to Purchase.
Because the principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline exceeded
the applicable Tender Cap for each series of Notes, the Company
will accept such Notes for purchase subject to the Tender Caps and
proration factors set forth in the table above. Notes not accepted
for purchase will be promptly credited to the account of the
registered holder of such Notes with The Depository Trust Company
in accordance with the Offer to Purchase.
The deadline to withdraw Notes tendered in the tender offers was
5:00 p.m., New York City time, on August 21, 2020, and has not been extended.
Accordingly, previously tendered Notes may not be withdrawn,
subject to applicable law.
The consideration paid in the tender offers for Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline and accepted for purchase will be determined in the manner
described in the Offer to Purchase, and includes an early tender
premium of $50 per $1,000 principal amount of such Notes, plus
accrued and unpaid interest, from the last interest payment date
with respect to such Notes to, but not including, the Early
Settlement Date.
The Company's obligation to accept for payment and to pay for
any of the Notes validly tendered in the tender offers is not
subject to any minimum principal amount of Notes in the aggregate
or of any series being tendered, but is subject to the satisfaction
or waiver of a number of conditions described in the Offer to
Purchase. The Company reserves the right, subject to applicable
law, to amend, extend or terminate either or both of the tender
offers at any time in its sole discretion.
Bed Bath has retained J.P. Morgan Securities LLC to act as sole
dealer manager for the tender offers. D.F. King & Co.,
Inc. is the Tender and Information Agent for the tender offers. For
additional information regarding the terms of the tender offers,
please contact J.P. Morgan Securities LLC collect at (212) 834-2042
or toll-free at (866) 834-4666. Requests for copies of the Offer to
Purchase and questions regarding the tendering of Notes may be
directed to D.F. King & Co., Inc. at (212) 269-5550 (for
banks and brokers) or (800) 714-3311 (all others, toll-free) or
email bbby@dfking.com.
This press release is for informational purposes only and does
not constitute an offer to purchase securities or a solicitation of
an offer to sell securities or an offer to sell or the solicitation
of an offer to purchase any securities nor does it constitute an
offer or solicitation in any jurisdiction in which such offer or
solicitation is unlawful.
None of Bed Bath, the Tender and Information Agent, the Dealer
Manager or the Trustee (nor any of their respective directors,
officers, employees or affiliates) makes any recommendation as to
whether holders should tender their Notes pursuant to either or
both of the tender offers, and no one has been authorized by any of
them to make such a recommendation. Holders must make their own
decisions as to whether to tender their Notes, and, if so, the
principal amount of Notes to tender.
About Bed Bath & Beyond Inc.
Bed Bath & Beyond Inc. and subsidiaries is an omnichannel
retailer that makes it easy for our customers to feel at
home. The Company sells a wide assortment of domestic
merchandise and home furnishings. The Company also provides a
variety of textile products, amenities and other goods to
institutional customers in the hospitality, cruise line, healthcare
and other industries. 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,
including, but not limited to, statements regarding the tender
offers, including the terms and timing for completion of the tender
offers. 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, and similar
words and phrases, although the absence of those words does not
necessarily mean that statements are not forward-looking. The
Company's 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
housing market, a challenging overall macroeconomic environment and
related changes in the retailing environment; risks associated with
COVID-19 and the governmental responses to it, including its
impacts across the Company's businesses on demand and operations,
as well as on the operations of the Company's suppliers and other
business partners, and the effectiveness of the Company's actions
taken in response to these risks; consumer preferences, spending
habits and adoption of new technologies; demographics and other
macroeconomic factors that may impact the level of spending for the
types of merchandise sold by the Company; civil disturbances and
terrorist acts; unusual weather patterns and natural disasters;
competition from existing and potential competitors across all
channels; pricing pressures; liquidity; the ability to achieve
anticipated cost savings, and to not exceed anticipated costs,
associated with organizational changes and investments, including
the Company's strategic restructuring program; the ability to
attract and retain qualified employees in all areas of the
organization; the cost of labor, merchandise and other costs and
expenses; potential supply chain disruption due to trade
restrictions, and other factors such as natural disasters, such as
pandemics, including the COVID-19 pandemic, political instability,
labor disturbances, product recalls, financial or operational
instability of suppliers or carriers, and other items; the ability
to find suitable locations at acceptable occupancy costs and other
terms to support the Company's plans for new stores; the ability to
establish and profitably maintain the appropriate mix of digital
and physical presence in the markets it serves; the ability to
assess and implement technologies in support of the Company's
development of its omnichannel capabilities; the ability to
effectively and timely adjust the Company's plans in the face of
the rapidly changing retail and economic environment, including in
response to the COVID-19 pandemic; uncertainty in financial
markets; volatility in the price of the Company's common stock and
its effect, and the effect of other factors, including the COVID-19
pandemic, on the Company's capital allocation strategy; risks
associated with the ability to achieve a successful outcome for its
business concepts and to otherwise achieve its business strategies;
the impact of intangible asset and other impairments; disruptions
to the Company's 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; reputational risk arising from challenges to the Company's
or a third party product or service supplier's compliance with
various laws, regulations or standards, including those related to
labor, health, safety, privacy or the environment; reputational
risk arising from third-party merchandise or service vendor
performance in direct home delivery or assembly of product for
customers; changes to statutory, regulatory and legal requirements,
including without limitation proposed changes affecting
international trade; changes to, or new, tax laws or interpretation
of existing tax laws; new, or developments in existing, litigation,
claims or assessments; changes to, or new, accounting standards;
and foreign currency exchange rate fluctuations. Except as required
by law, the Company does not undertake any obligation to update its
forward-looking statements.
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SOURCE Bed Bath & Beyond Inc.