BED BATH & BEYOND INC (Form: 8-K, Received: 03/14/2023 09:27:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2023

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York

0-20214

11-2250488

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

650 Liberty Avenue, Union, New Jersey

(Address of principal executive offices)

07083

(Zip Code)

(908) 688-0888

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

BBBY

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure.

On March 14, 2023, Bed Bath & Beyond Inc. (the “Company”) issued a press release relating to the event disclosed under Item 8.01 to this Current Report on Form 8-K.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.

Other Events.

On March 13, 2023, Bed Bath & Beyond Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain Warrant to Purchase Series A Convertible Preferred Stock, dated as of February 7, 2023 (the “Warrant”), No. PW-001, issued by the Company to an institutional investor (the “Holder”). Pursuant to the Amendment, effective as of March 13, 2023 (the “Effective Time”), during the period commencing on the Effective Time through, and including, 9:00 AM, New York City time on April 3, 2023, the Holder elected to reduce each of (i) the $1.25 threshold provided in Section 18(u)(x) for the Price Failure (as defined in the Warrant, the “Price Failure”) relating to the time on or prior to the issuance of the Threshold Share Amount (as defined in the Warrant, the “Threshold Share Amount”) and (ii) the $1.50 threshold provided in Section 18(u)(y) for the Price Failure relating to the time after the issuance of the Threshold Share Amount, to $1.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after February 7, 2023) (the “Limited Reduction”). The Limited Reduction will cease to be of further force and effect after 9:00 AM, New York City time on April 3, 2023. In addition, pursuant to the Amendment, the Holder elected to increase the Threshold Share Amount from 21,054 to 24,739.

In addition, pursuant to the Amendment, effective as of the Effective Time, the Holder has the option to adjust the dollar threshold specified under each of the definitions of Price Failure and Volume Failure in Section 18(u) and Section 18(dd), respectively, in the Warrant to any lower threshold amount, in each case, as specified by the Holder in a written notice to the Company.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description of Exhibit

4.1		Preferred Warrant Amendments, dated as of March 13, 2023, to the Warrant to Purchase Series A Convertible Preferred Stock, dated as of February 7, 2023, No. PW-001, issued by Bed Bath & Beyond Inc. to HBC Investments LLC.

99.1		Press Release, dated as of March 14, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 14, 2023


BED BATH & BEYOND INC.
(Registrant)

By:		/s/ David M. Kastin
By:		David M. Kastin
Title:		Executive Vice President,
		Chief Legal Officer & Corporate Secretary

Exhibit 4.1

Bed Bath & Beyond Inc.

650 Liberty Avenue

Union, New Jersey 07083

March 13, 2023

VIA ELECTRONIC MAIL

HBC Investments LLC

c/o Hudson Bay Capital Management LP

28 Havemeyer Place, 2nd Floor

Greenwich CT 06830

RE: Preferred Warrant Amendments

Ladies and Gentlemen:

Reference is made to that certain Warrant to Purchase Series A Convertible Preferred Stock, dated February 7, 2023 (the “Warrant”), No. PW-001, issued by Bed Bath & Beyond Inc., a New York corporation (the “Company”) to HBC Investments LLC (the “Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Warrant.

Effective as of the time both the Company and the Holder shall have duly executed and delivered this letter (the “Effective Time”), the Warrant is hereby amended as follows (the “Amendments”):

(a) The definition of Price Failure is hereby amended to add the following:

Notwithstanding the foregoing, at any time, and for any period of time, as applicable, the Holder may lower any dollar threshold specified in this definition to any lower dollar threshold, in each case, as specified by the Holder in a written notice to the Company.

(b) The definition of Volume Failure is hereby amended to add the following:

Effective as the Effective Time, during the period commencing on the Effective Time through, and including, 9:00 AM, New York City time on April 3, 2023 (the “Limited Reduction Period”), the Holder hereby elects to reduce both the $1.50 and $1.25 dollar thresholds in Section 18(u) of the Warrant to $1.00 (in each case, as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring after the Subscription Date) (the “Limited Reduction”). For the avoidance of doubt, the Limited Reduction shall cease to be of further force and effect after 9:00 AM, New York City time on April 3, 2023. In addition, the Holder hereby elects to increase the Threshold Share Amount from 21,054 to 24,739.

The Amendments are limited to the sections explicitly amended in accordance herewith and should not be construed as an indication that the Holder would be willing to agree to any future amendments, modifications to, consent of, or waiver of any of the terms of the Warrant, or any other agreement, instrument or security or any amendments, modifications to, consents of, or waiver of any breach or any Equity Conditions Failure that may exist or occur thereunder.

Except as otherwise expressly provided herein, each Transaction Document is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.

This letter may not be changed, modified or altered except by an agreement in writing, signed by the Company and the Holder.

This letter will be governed by, and interpreted and enforced in accordance with, the laws of the State of New York. Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York with respect to any matter arising hereunder or related hereto. The parties to this letter hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this letter or the matters contemplated hereby in the courts of the State of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

The invalidity or unenforceability of any provision or covenant of this letter shall not affect the validity or enforceability of any other provision or covenant hereof, and any such invalid provision or covenant shall be deemed to be severable.

This letter shall be construed without regard to the party or parties responsible for the preparation of same and shall be deemed as prepared jointly by the parties. Any ambiguity or uncertainty existing herein shall not be interpreted or construed against any party.

The parties agree to execute and deliver such further instruments, and to take such further actions, as may be reasonably necessary or proper to effectuate and carry the purposes of this letter.

This letter may be executed in counterparts, facsimile and/or PDF copies shall be deemed to be originals, and counterparts together constitute one and the same instrument.

Please confirm your agreement to the foregoing by signing a copy of this letter in the space indicated below.


Very truly yours,

BED BATH & BEYOND INC.

By:		/s/ Sue Gove
Name:		Sue Gove
Title:		President and Chief Executive Officer


ACKNOWLEDGED AND AGREED, as of the date first written above:

HBC INVESTMENTS LLC

By:		/s/ Richard Allison
Name:		Richard Allison
Title:		Authorized Signatory*

*Authorized Signatory

Hudson Bay Capital Management LP

not individually, but solely as Investment Advisor

to HBC Investments LLC

Exhibit 99.1

LOGO

Bed Bath & Beyond Inc. Amends Equity Offering Agreement

Further Facilitates up to $100 Million Funding in April 2023, for Cumulative Total of $460 Million To Date

UNION, N.J., March 14, 2023 — Bed Bath & Beyond Inc. (Nasdaq: BBBY) today announced an amendment to its warrants to purchase Series A Convertible Preferred Stock previously issued on February 7, 2023. Under the amendment, the Company is temporarily adjusting the Price Failure threshold (“Price Failure”) to $1.00 until April 3, 2023. 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.

Sue Gove, President & CEO of Bed Bath & Beyond Inc. said, “The funding we have raised over the past month has supported our ongoing operations and enabled us to begin reinvesting in valuable inventory to fulfill customer demand. We will continue to consider thoughtful and essential actions that can enhance our business operations and accelerate results for customers, associates, suppliers and shareholders over the long-term.”

About the Company

Bed Bath & Beyond Inc. and subsidiaries (the “Company”) is an omnichannel retailer that makes it easy for our customers to feel at home. The Company sells a wide assortment of merchandise primarily in the Home and Baby markets. Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.

The Company operates websites at bedbathandbeyond.com and buybuybaby.com.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words such as “expect,” “will,” “working,” “plan” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to use current and future financing sources, including receipt of the full amount of gross proceeds from the Company’s previously announced financing transactions, and the anticipated use of proceeds therefrom as well as the Company’s ability to comply with its obligations under its credit agreement and successfully execute its turnaround plans. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the uncertainties related to market conditions and the receipt of the full amount of gross proceeds from such financing transactions on the anticipated terms or at all, the Company’s ability to use proceeds from such financing transactions to pay down outstanding debt obligations and operate its business; risks related to the failure to receive the full amount of gross proceeds from such financing transactions, including as a result of the failure of an equity condition to future funding, which the Company expects will likely force it to file for bankruptcy protection; the Company’s ability to maintain access to its credit agreement; the Company’s ability to deliver and

execute on its turnaround plans; the Company’s potential need to seek additional strategic alternatives, including restructuring or refinancing of its debt, seeking additional debt or equity capital, reducing or delaying its business activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures, including obtaining relief under the U.S. Bankruptcy Code, and the terms, value and timing of any transaction resulting from that process; the Company’s ability to finalize or fully execute actions and steps that would be probable of mitigating the existence of “substantial doubt” regarding the Company’s ability to continue as a going concern; and the Company’s ability to increase cash flow to support the Company’s operating activities and fund its obligations and working capital needs, and the other risk factors described in the Company’s filings with the SEC, including the factors set forth under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended February 26, 2022, the Company’s Quarterly Report on Form 10-Q for the quarter ended August 27, 2022, the Company’s Quarterly Report on Form 10-Q for the quarter ended November 26, 2022, Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on February 6, 2023 and the Company’s Current Report on Form 8-K filed on February 7, 2023. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

CONTACTS:

INVESTORS: Susie A. Kim, IR@bedbath.com

MEDIA: Julie Strider, Media@bedbath.com