Bed Bath & Beyond Inc. Lifts Suspension of Planned Debt Reduction; Announces Offers to Purchase Up to $300 Million of Certain Outstanding Senior Notes

Bed Bath & Beyond Inc. Lifts Suspension of Planned Debt Reduction; Announces Offers to Purchase Up to $300 Million of Certain Outstanding Senior Notes

PR NewswireAugust 10, 2020

Provides Opportunity to Strengthen Bed Bath & Beyond’s Capital Structure

UNION, N.J., Aug. 10, 2020 /PRNewswire/ — Bed Bath & Beyond Inc. (Nasdaq: BBBY) (“Bed Bath” or the “Company”) announced today that, in light of current business and market conditions, it has lifted the suspension of planned debt reductions, which had been implemented in response to the economic and market conditions resulting from the COVID-19 pandemic.(PRNewsfoto/Bed Bath & Beyond Inc.)More

The Company also announced today that it has commenced cash tender offers to purchase up to $300 million aggregate principal amount (the “Maximum Tender Offer Amount”) of its senior notes as identified in the table below (collectively, the “Notes”). Each tender offer is open to all registered holders of such series of Notes (individually, a “Holder” and collectively, the “Holders”) and subject to the Maximum Tender Offer Amount, the applicable “Tender Cap” (as set forth in the table below) and the proration arrangements applicable to the tender offers.

Series of
Notes
CUSIP NumberAggregate
Principal
Amount
Outstanding
Tender
Caps (1)
Tender
Consideration (2)
Early TenderPremiumTotal
Consideration (2)(3)
4.195% Senior Notes
due 2034
075896 AB6$300,000,000$75,000,000$720.00­­$50.00$770.00
5.165% Senior Notes
due 2044
075896 AC4$900,000,000$225,000,000$670.00$50.00$720.00
(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of Notes is based on the aggregate principal amount of the applicable series of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company as described herein.
(2) Per $1,000 principal amount of the applicable series of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company. Excludes accrued and unpaid interest, which will be paid on the applicable series of Notes accepted for purchase by the Company as described herein.
(3) Includes the $50.00 Early Tender Premium.

The Company intends to finance the tender offers with cash on hand.

Bed Bath will not be obligated to accept for purchase any Notes pursuant to the tender offers unless certain conditions are satisfied or waived by Bed Bath. Neither of the tender offers is conditioned on any minimum amount of Notes being tendered, of either series or in the aggregate, or the consummation of any other offer. Subject to applicable law, Bed Bath may amend, extend or terminate either of the tender offers in its sole discretion. Subject to the Maximum Tender Offer Amount, the aggregate principal amount of 4.195% Senior Notes due 2034 and the aggregate principal amount of 5.165% Senior Notes due 2044 to be purchased by the Company will not exceed $75 million and $225 million, respectively, excluding accrued but unpaid interest (subject to increase, decrease or elimination of the Maximum Tender Offer Amount and either of the Tender Caps in the discretion of the Company).

The tender offers are being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated August 10, 2020, which sets forth a more detailed description of the tender offers. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the tender offers.

Each tender offer will 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 

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