UPDATE 9: 7:20 a.m. ET 3/23/2023
: On Mar. 22
, Bed Bath & Beyond Inc. entered into an agreement relating to the warrants to purchase Series A Convertible Preferred Stock
, dated as of Feb. 7, 2023, with HBC Investments LLC. As part of the agreement, HBC Investments LLC waived the occurrence of any price failure that has occurred, or may occur, during the period starting at 9:00 a.m. ET on Mar. 20 and ending on Apr. 3 at 9:00 a.m. ET, when the limited waiver will cease to be of further force and effect.
UPDATE 8: Bed Bath & Beyond Inc. Amends Equity Offering Agreement, Facilitating Up to $100M in Additional Funding in AprilUPDATE 8: 9:42 a.m. ET 3/14/2023
Bed Bath & Beyond Inc. today announced
an amendment to its warrants to purchase Series A convertible preferred stock previously issued on Feb. 7. According to the release, under the amendment, the company is temporarily adjusting the price failure threshold to $1.00 until Apr. 3. In addition, the threshold share amount referenced in the price failure definition is increased to 24,739. This amendment will further facilitate up to $100 million of additional funding in April 2023, for a cumulative total of $460 million to date.
UPDATE 7: Bed Bath & Beyond Announced $135M of Additional Gross Proceeds from Equity OfferingUPDATE 7: 7:41 a.m. ET 3/8/2023
: Bed Bath & Beyond today announced
it has received approximately $135 million in gross proceeds, for a cumulative total of $360 million through March 7, upon exercise of preferred stock warrants issued in its public equity offering.
The company has used proceeds received to date to repay outstanding revolving loans, creating additional liquidity opportunities to support business operating activities, according to the release.
UPDATE 6: Bed Bath & Beyond Closes Initial Public Offering Receiving $225M In Gross Proceeds; Target Store Base Includes 360 Bed Bath & Beyond and 120 buybuy Baby StoresUPDATE 6: 4:30 p.m. ET 2/7/2023
: Bed Bath & Beyond said
it closed its announced underwritten public offering of preferred shares, warrants for preferred shares and warrants for common stock receiving initial gross proceeds of $225 million. The company reiterated that it expects to receive an additional $800 million of gross proceeds in future installments, but said that it can not provide assurance.
“The net proceeds from this transaction will be used immediately to repay outstanding borrowings under the Company's credit facility, thereby fulfilling conditions set forth in an amendment to the credit facility waiving defaults thereunder that was entered into concurrently with the initial closing of the offering.” Bed Bath & Beyond said it would reborrow loans under its amended credit facility to enable its strategic initiatives in fiscal 2023.
The company laid out an “ultimate operating goal” of 360 Bed Bath & Beyond stores and 120 buybuy BABY stores across the U.S. following announced store closures. The company stated, “In response to evolving shopping preferences today, this target store base includes the Company's most profitable locations and best geographic presence for customers that can enable an optimal omni-experience. The digital channel is expected to rise to a higher proportion of sales with improved channel profitability.”
UPDATE 5: Bed Bath & Beyond Files Pricing Term Sheet for Convertible Preferred Shares, Warrants OfferingUPDATE 5: 1:44 p.m. ET 2/7/2023
: Bed Bath & Beyond today filed
a prospectus with pricing terms for its series A convertible preferred stock, common stock warrants and preferred stock warrants.
The pricing terms include the following:
- Preferred shares: 23,685 shares of series A convertible preferred stock with a stated value of $10,000 per share, initially convertible into 99.8 million shares of common stock upon conversion of the series A convertible preferred stock at an alternate conversion price of $2.3727 per common share.
- Common stock warrants: 95.4 million common stock warrants to purchase up to an aggregate of 95.4 million shares of common stock. The common stock warrants are immediately exercisable at any time at the option of the holder for one share of common stock at an exercise price of $6.15 per share and will expire five years from the issuance date. At the time this article was published, the company’s common stock was trading at $3.05 per share.
- Preferred stock warrants: Prospective investors that purchase $75 million or more of the series A convertible preferred stock and common stock warrants will also receive a pro rata interest in 84,216 preferred stock warrants to purchase up to 84,216 shares of series A convertible preferred stock. The preferred stock warrants are immediately exercisable at any time at the option of the holder for a pro rata interest in the total preferred warrant shares at an exercise price of $9,500 per share and will expire one year from the issuance date.
The prospectus states that if the holder of a common stock warrant also holds preferred stock warrants, the number of shares of common stock issuable upon the exercise of the common stock warrant held by the holder would automatically increase on each exercise date of the preferred stock warrant, on a share by share basis, by 50% of the aggregate number of shares of common stock.
In addition, at the option of series A convertible preferred stock holders the series A convertible preferred stock may be converted into conversion shares at a conversion price at the lower of (i) the applicable conversion price in effect on the applicable conversion date and (ii) the greater of (x) $0.7160 and (y) 92% of the lowest volume-weight average price of the common stock during the ten consecutive trading day period ending and including the trading day a conversion notice is delivered.
UPDATE 4: Bed Bath & Beyond Will Authorize Issuance of 107,897 Series A Convertible Preferred StockUPDATE 4: 8:07 p.m. ET 2/6/2023
: According to the prospectus
for the proposed securities offerings, Bed Bath & Beyond will offering the following:
Series A Convertible Preferred Stock
- Shares of series A convertible preferred stock;
- Common stock warrants; and
- Series A convertible preferred stock warrants.
Bed Bath & Beyond will authorize 107,897 shares of series A convertible preferred stock, at par value $0.01. When issued, the series A convertible preferred stock, and any common stock issued upon the conversion of the series A convertible preferred stock, will be fully paid and non-assessable. The holders of the series A convertible preferred stock will have no preemptive or preferential rights to purchase or subscribe for stock, obligations or other securities of any class.
The prospectus states that the series A convertible preferred stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the company, ranks senior to all capital stock of the company unless the required holders consent to the creation of other capital stock of the company that is senior or equal in rank to the series A convertible preferred stock. Required holders means any holder that purchases at least 20,000 shares of series A convertible preferred stock in the offering and, thereafter, the holders of a majority of the series A convertible preferred stock then outstanding.
In addition, in the event the company provides the holder of series A convertible preferred stock with notice of certain triggering events or in the event the holder becomes aware of a triggering event, the holder may choose to convert the series A convertible preferred stock into conversion shares at the alternate conversion price during the triggering event conversion right period. In the scenario of a bankruptcy triggering event the company would redeem, in cash, the series A convertible preferred stock at a redemption price based on a required premium, equal to 115% of the conversion amount.
The prospectus states that the terms and provisions of the common stock warrants and preferred stock warrants are not complete.
However, the prospectus states that, in regard to the preferred stock warrants, at any time on or after Feb. 27, so long as no failure of equity conditions exists and no forced exercise has occurred in the twenty trading day period, the company may require the holder to exercise the preferred stock warrants. The company may exercise its right to require a forced exercise by delivering a forced exercise notice which will be irrevocable.
American Stock Transfer & Trust Company serves as transfer agent and registrar of Bed Bath & Beyond’s common stock and will serve as transfer agent and registrar for the series A convertible preferred stock and warrant agent for the common stock warrants.
The prospectus states that Bed Bath & Beyond has agreed to pay in cash to B. Riley Securities a fee equal to 3% of the first $200 million of gross proceeds received by the company in the transactions, plus 0.5% of the gross proceeds received by the company in excess of $200 million; however, overall fees are capped at $10 million.
UPDATE 3: Bed Bath & Beyond Aborts Bankruptcy Filing as Investors Commit New MoneyUPDATE 3: 6:07 p.m. ET 2/6/2023
: Bed Bath & Beyond has halted its preparation for a bankruptcy filing as investors committed to inject fresh liquidity into the home goods store chain, according to sources. Certain lenders said they are willing to fund the new stock offering, which is open to other new inventors too, the sources said. Existing FILO lenders are contributing their pro-rata share of the upsized FILO portion, they added.
The company missed a meme-stock surge last year because it did not have a shelf offering in place, according to sources.
Common shares reached a high of $6.72 today, and are down about 34% to $3.86 after market close.
Bed Bath & Beyond did not immediately respond to a request for comment.
UPDATE 2: Bed Bath & Beyond Expects Positive Sales Growth in Fiscal 2023 Following 30%-40% Decline in Q1; ABL Commitments Would Drop to $565M; FILO Principal Increase to $528.9MUPDATE 2: 6:01 p.m. ET 2/6/2023
: Bed Bath & Beyond reported
certain cleansing materials that contemplate additional store closures, a return to positive comparable store sales, following a 30% to 40% drop in the first quarter, and positive EBITDA margins, following negative margins in the first quarter. As a result of a proposed amendment to the company’s ABL agreement, commitments would be reduced to $565 million and amendments would allow for the increase by $100 to the current FILO principal of $428.9 million, including capitalized call protection, to a total of $528.9 million.
The company warned that it would be forced to file for bankruptcy if the transactions contemplated are not consummated.
Bed Bath & Beyond filed a prospectus
for the proposed securities offerings.Cleansing Materials
Bed Bath & Beyond reported the following non-public information that was provided to certain parties under non-disclosure agreements:
- Plans for its current store fleet optimization program to be expanded to more than 400 stores, including closure of an approximately 150 additional lower-producing Bed Bath & Beyond stores;
- Plans for fiscal 2023 comparable sales in mid- to high-single digit range based on comparable sales down 30% to 40% in the fiscal first quarter and sequential, quarterly sales improvement thereafter;
- Plans for improving inventory position with in-stocks at historical operating levels by back-to-college 2023;
- Plans for fiscal 2023 adjusted gross margin in the low-30% range throughout the fiscal year, inclusive of cost savings from supply chain network initiatives;
- Plans for fiscal 2023 adjusted SG&A expense reduction of up to $1 billion, reflecting annualized cost optimization initiatives that began in fiscal 2022, as well as incremental cost reductions associated with additional store closures, as well as corporate and operating expense realignment to occur by early fiscal 2023; and
- Plans for fiscal 2023 adjusted EBITDA margin in mid-single-digit range, reflecting negative adjusted EBITDA margins in the fiscal first quarter and a return to positive adjusted EBITDA margins beginning in the fiscal second quarter.
Bed Bath & Beyond’s board of directors, on Feb. 2, appointed Holly Etlin as interim CFO. Etlin has over 30 years of experience in providing turnaround services for companies in the retail, distribution, and consumer products industries, including her service as CRO at Tailored Brands from July 2020 to January 2021. Etlin has served as a Partner & Managing Director of AlixPartners since January 2007.
Laura Crossen, who has acted as the interim CFO since Sept. 5, 2022, will resume her role as the senior vice president of finance and CAO. Crossen will continue as the principal financial officer and principal accounting officer.Revolver Amendment
Under the proposed amendment to the company’s ABL, the overall commitment would be reduced to $565 million from $1.13 billion and would provide for the outstanding principal amount of the FILO loan to increase to $428.9 million as a result of the call protection being capitalized as principal to the initial FILO loan and provide for an additional $100 million of FILO loans.
In connection with the new FILO loan and the entry into the amendment, Bed Bath & Beyond would pay certain customary fees to the applicable lenders and the interest rate margin on revolving loans would increase by 1% per annum across all levels of the pricing grid and the interest rate of the new FILO loan is set at the same rate as existing initial FILO loans.Bankruptcy Risks
Bed Bath & Beyond states it would need the proceeds from the credit agreement amendment, the offering of the securities contemplated by separate offerings to pay its outstanding obligations under the credit facilities and senior notes and to operate its business. The company warns that it expects that it would likely file for bankruptcy protection if the transactions are not consummated.
UPDATE 1: Bed Bath & Beyond Expects Combined Gross Proceeds from Warrants and Convertible Preferred Stock of $1.025B; Seeks Amendment of FILO and ABL FacilitiesUPDATE 1: 5:20 p.m. ET 2/6/2023
: Bed Bath & Beyond expects to enter into a credit agreement amendment concurrently with the initial closing of the offering
of its Series A convertible preferred stock. The amendment requires the company to make its missed
senior notes interest payment by March 3.
In total, the combined issuances of Series A convertible preferred stock, warrants to purchase convertible preferred stock and warrants to purchase common stock would result in gross proceeds of $1.025 billion. Combined with $100 million to be drawn under the company’s amended and upsized FILO facility, Bed Bath and Beyond would repay outstanding revolver loans under the ABL facility.
The company’s capital structure as of Nov. 26, 2022, with additional default payment adjustments as of Jan. 25, is below and available for download HERE
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.
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.
B. Riley Securities is acting as sole book-running manager for the offering.
Original Story 4:55 p.m. UTC on Feb. 6, 2023BREAKING: Bed Bath and Beyond Announces Proposed $225M Series A Convertible Preferred OfferingRelevant Document:Release
Bed Bath and Beyond announced a proposed offering of series A convertible preferred stock and warrants. The company said it expects to raise approximately $225 million of gross proceeds in the offering 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 any or all of the proceeds of the Offering.
The company intends to use the net proceeds 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.