Bed Bath & Beyond pushes exchange offer deadline two more weeks

Chicago, Nov. 21 – Bed Bath & Beyond Inc. announced a two-week extension to the already extended exchange offer and consent solicitation for three series of notes, according to a press release Monday morning.

The offer will now expire at 11:59 p.m. ET on Dec. 5, further than the Nov. 18 earlier deadline and pushed back from Nov. 15.

Offer and update

For the first series, holders have an option. Noteholders may exchange the $284,391,000 outstanding 3.749% senior notes due 2024 (Cusip: 075896AA8) for new 3.693% senior second-lien secured non-convertible notes due 2027 in an even exchange and/or new 8.821% senior second-lien secured convertible notes due 2027 at a consideration of $410 per $1,000 principal amount.

The new second-lien convertible notes are callable on or after the first anniversary of the issue, which is expected to be Nov. 18, 2023, at a redemption price equal to 40% of the principal amount of the new notes to be redeemed together with accrued and unpaid interest.

As of the original expiration time, holders tendered $36,477,000 of the notes, or 16.93%. As of Nov. 18, the tendered notes amount was $35,437,000, or 16.45%. A previous press release noted that since the offer started, the company privately negotiated an exchange with noteholders of $69 million of the notes, reducing the amount outstanding to $215,404,500.

The company is also offering to exchange both its $225 million 4.915% senior notes due 2034 (Cusip: 075896AB6) and its $675.01 million 5.165% senior notes due 2044 (Cusip: 075896AC4) for new 12% senior third-lien secured convertible notes due 2029 at a consideration of $217.50 per $1,000 principal amount.

At the original expiration time, holders tendered $51,156,000, or 24.39%, of the 2034 notes. The update after the extended deadline had the figure at $51,296,000, or 24.46%. There were $209,712,000 outstanding at that time after two private exchanges since the offer started for $9.5 million and $5.8 million.

Holders tendered $68,382,000, or 11.31%, of the $604.82 million outstanding 2044 notes by the first deadline. At the second deadline, the amount was $66,971,000, or 11.07%. Separate private exchanges accounted for another $48.2 million and then $22 million of the existing amount of notes at the offer’s start.

No other terms of the offer were changed.

As previously reported, in addition to the exchange consideration, noteholders who tendered their notes for exchange by the early participation deadline of 5 p.m. ET on Oct. 31 would receive additional new notes per each $1,000 principal amount of the specified series of old notes validly tendered.

2024 noteholders would receive an additional $15 principal amount of the new notes per $1,000 principal of the old notes tendered, and 2034 and 2044 noteholders would receive an additional $7.50 principal amount of the new notes per $1,000 principal of the old notes tendered if they tender their notes by the early deadline.

Accrued interest will also be paid on the settlement date.

Consents

In connection with the exchange offers, the company is also soliciting consents to amend the indentures governing the old notes.

The company is seeking to eliminate the restrictive covenants in the old notes indenture concerning the repurchase of old notes in the event of a change in control, limitations on liens and limitations on sale and leaseback transactions and to increase the percentage of outstanding notes necessary to accelerate payment upon an event of default.

Tendering noteholders will have been deemed to have given consent to the proposals.

A majority of noteholders must consent for the amendments to become effective.

Details

Global Bondholder Services Corp. (855 654-2015, 212 430-3774) is the information and exchange agent.

Lazard Freres & Co. LLC (212 632-6311) is the dealer manager for the offer.

The exchange offer is conditioned upon the registration statement having been declared effective by the Securities and Exchange Commission on or prior to the expiration date and the conversion price of the new second-lien and third-lien convertible notes remaining at or above the minimum price as defined in the prospectus. Also, there must be no actual or threatened legal impediment to the acceptance of the old notes for exchange.

A soliciting broker fee of $2.50 per $1,000 principal amount of old notes tendered for exchange will be paid to soliciting retail brokers for holders holding less than $1 million in old notes.

The chain of retail stores is based in Union, N.J.

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