Item 8.01. Other Events

The Exchange Offers and the Consent Solicitations

On October 18, 2022, Bed Bath & Beyond Inc. (the "Company") issued a press release announcing that it commenced offers to exchange (the "Exchange Offers") any and all of its outstanding:

(i) 3.749% Senior Notes due 2024 (the "2024 Notes") for new 3.693% Senior Second Lien Secured Non-Convertible Notes due 2027 (the "New Second Lien Non-Convertible Notes") and/or new 8.821% Senior Second Lien Secured Convertible Notes due 2027 (the "New Second Lien Convertible Notes"), at the option of the holder of the 2024 Notes;

(ii) 4.915% Senior Notes due 2034 (the "2034 Notes") for new 12.000% Senior Third Lien Secured Convertible Notes due 2029 (the "New Third Lien Convertible Notes" and, together with the New Second Lien Non-Convertible Notes and the New Second Lien Convertible Notes, the "New Notes"); and

(iii) 5.165% Senior Notes due 2044 (the "2044 Notes" and, collectively with the 2024 Notes and the 2034 notes, the "Old Notes") for New Third Lien Convertible Notes,

in each case upon the terms and subject to the conditions set forth in the Registration Statement on Form S-4 (including a prospectus and consent solicitation statement forming a part thereof, the "Prospectus") filed with the U.S. Securities and Exchange Commission (the "SEC") on October 18, 2022 (the "Registration Statement"). In connection with the Exchange Offers, the Company is also soliciting consents to amend the indenture governing the Old Notes (the "Consent Solicitations"). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Pursuant to the Exchange Offers and the Consent Solicitations, and subject to
the terms and conditions set forth in the Prospectus, in exchange for each
$1,000 principal amount of Old Notes validly tendered (and not validly
withdrawn) at any time at or prior to 11:59 p.m., New York City time, on
November 15, 2022, unless extended or earlier terminated (such date and time as
may be extended in accordance with the Prospectus, the "Expiration Time") and
accepted by the Company, participating holders will receive the consideration
identified in the Prospectus (the "Exchange Consideration") and summarized in
the chart below.

                                                                        Exchange Consideration for
                                               Early Participation        Tender of Old Notes and
 Title of Old                 Outstanding      Payment (per $1,000       Delivery of Consent (per
 Notes to be       CUSIP       Principal       principal amount of      $1,000 principal amount of
   Tendered        Number        Amount      Old Notes Tendered) (1)   Old Notes Tendered)(2)(3)(4)
                                              $15 principal amount
                                                of 3.693% Senior        $1,000 principal amount of
                                               Second Lien Secured       3.693% Senior Second Lien
                                                 Non-Convertible       Secured Non-Convertible Notes
    3.749%                                       Notes due 2027                 due 2027(5)
    Senior
  Unsecured      075896 AA8   $284,391,000             Or                           Or
  Notes due
     2024                                     $15 principal amount       $410 principal amount of
                                                of 8.821% Senior         8.821% Senior Second Lien
                                               Second Lien Secured     Secured Convertible Notes due
                                              Convertible Notes due                2027
                                                      2027

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    4.915%                                      $7.50 principal       $217.50 principal
    Senior                                     amount of 12.000%      amount of 12.000%
  Unsecured      075896 AB6   $225,000,000     Senior Third Lien      Senior Third Lien
Notes due 2034                                Secured Convertible    Secured Convertible
                                                Notes due 2029          Notes due 2029

    5.165%                                      $7.50 principal       $217.50 principal
    Senior                                     amount of 12.000%      amount of 12.000%
  Unsecured      075896 AC4   $675,010,000     Senior Third Lien      Senior Third Lien
Notes due 2044                                Secured Convertible    Secured Convertible
                                                Notes due 2029          Notes due 2029

(1) In addition to the applicable Exchange Consideration, holders of Old Notes


    will receive the applicable Early Participation Payment in the form of
    additional New Notes per each $1,000 principal amount of the specified series
    of Old Notes validly tendered at or prior 5:00 p.m., New York City time, on
    October 31, 2022 (such time and date with respect to each of the Exchange
    Offers, as the same may be extended, the "Early Participation Time") and not
    validly withdrawn.

(2) Exchange Consideration per $1,000 principal amount of Old Notes validly

tendered (and not validly withdrawn) at or prior to the applicable Expiration

Time.

(3) Excludes accrued and unpaid interest to but not including the date of

settlement of each Exchange Offer, which will be paid in addition to the

applicable Exchange Consideration.

(4) Assuming full participation in the Exchange Offers, the maximum aggregate


    principal amount of New Notes that could be issued is (A) if all holders of
    2024 Notes exchange their 2024 Notes for New Second Lien Non-Convertible
    Notes, $284.4 million in aggregate principal amount of New Second Lien
    Non-Convertible Notes (or $288.7 million in aggregate principal amount of New
    Second Lien Non-Convertible Notes, assuming full participation in the
    Exchange Offers at or prior to the Early Participation Time), or if all
    holders of 2024 Notes exchange their 2024 Notes for New Second Lien
    Convertible Notes, $116.6 million in aggregate principal amount of New Second
    Lien Convertible Notes (or $120.9 million in aggregate principal amount of
    New Second Lien Convertible Notes, assuming full participation in the
    Exchange Offers at or prior to the Early Participation Time), or if all
    holders of 2024 Notes exchange their 2024 Notes for a combination of New
    Second Lien Non-Convertible Notes and New Second Lien Convertible Notes
    (whether at or prior to the Early Participation Time or after the Early
    Participation Time and at or prior to the Expiration Time), an aggregate
    principal amount of New Second Lien Non-Convertible Notes and New Second Lien
    Convertible Notes not exceeding the foregoing principal amounts, and (B)
    $195.8 million in aggregate principal amount of New Third Lien Convertible
    Notes (or $202.5 million in aggregate principal amount of New Third Lien
    Convertible Notes, assuming full participation in the Exchange Offers at or
    prior to the Early Participation Time).

(5) On or after the first anniversary of the issue date of the New Second Lien


    Non-Convertible Notes (which we expect to be on November 18, 2023), we may
    redeem for cash all or a portion of the New Second Lien Non-Convertible Notes
    at a redemption price equal to 40% of the principal amount of the New Second
    Lien Non-Convertible Notes to be redeemed, together with accrued and unpaid
    interest to, but excluding, the redemption date.

In conjunction with the Exchange Offers, the Company is conducting the Consent Solicitations to obtain consents from holders of each series of Old Notes ("Consents") to certain proposed amendments to the indenture governing the Old Notes (the "Old Notes Indenture") to, among other things, (i) eliminate the restrictive covenants in the Old Notes Indenture concerning (a) the repurchase of Old Notes in the event of a change in control of the Company, (b) limitations on liens and (c) limitations on sale and leaseback transactions and (ii) increase the percentage of outstanding notes necessary to accelerate payment upon an event of default (the "Proposed Amendments"). Holders of Old Notes that tender such Old Notes will be deemed to have given Consent to the Proposed Amendments with respect to the Old Notes. To adopt the Proposed Amendments related to a series of Old Notes, the Company must receive Consents from holders representing a majority of the outstanding principal amount of such series of Old Notes (the "Old Notes Requisite Consents"). If the Old Notes Requisite Consents are delivered with respect to any series of Old Notes, a supplemental indenture, giving effect to the Proposed Amendments with respect to the applicable Old Notes, will be executed promptly following the receipt of the Old Notes Requisite Consents, but in no event prior to the Withdrawal Deadline (as defined in the Prospectus).

The effectiveness of the Consent Solicitations are subject to the receipt of the Old Notes Requisite Consents for each series of Old Notes being tendered.

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The completion of the Exchange Offers and the Consent Solicitations is subject to, and conditioned upon, the satisfaction or waiver of certain conditions, including, among other things, (i) the Registration Statement having been declared effective by the SEC on or prior to the Expiration Time and remaining effective on the Settlement Date (as defined in the Prospectus) (which condition cannot be waived), (ii) that the conversion price of the New Second Lien Convertible Notes and the New Third Lien Convertible Notes is at or above the Minimum Price (as defined in the Prospectus), and (iii) the absence of any actual or threatened legal impediment to the acceptance for exchange of, or exchange of, the Old Notes.

The Company will pay a soliciting broker fee equal to $2.50 for each $1,000 principal amount of Old Notes validly tendered for exchange and not validly withdrawn under the Exchange Offers to soliciting retail brokers for holders holding less than $1,000,000 in aggregate principal amount of the Old Notes that are appropriately designated by their clients to receive this fee.

The Exchange Offers and the Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Registration Statement, including the Prospectus, and the information summarized herein is qualified by reference to such Prospectus and the Registration Statement.

Certain Disclosures Regarding the Company

The Risk Factors section that is included in the Registration Statement is attached as Exhibit 99.2 to this Form 8-K and incorporated by reference herein. The risk factors are not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities.

Additional Exhibits to be Filed with the Commission

The Company's filing of its Amendment dated August 31, 2022 to the Amended and Restated Credit Agreement, dated as of August 9, 2021, among the Company, certain of the Company's US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and Sixth Street Specialty Lending, Inc. as FILO agent and the lenders party thereto (the "Amended and Restated Credit Agreement Amendment") as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended August 27, 2022, inadvertently omitted Annex A to the Amended and Restated Credit Agreement Amendment. The Amended and Restated Credit Agreement Amendment, including Annex A thereto, is listed in Item 9.01 as Exhibit 4.1 and is thereby filed with the Commission.

Forward-looking statements

This Current Report on Form 8-K (including Exhibit 99.1 hereto) contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this Form 8-K and are based on current expectations and involve a number of assumptions, risks, and uncertainties that could cause the actual results to differ materially from such forward-looking statements, including our ability to successfully consummate the Exchange Offers and Consent Solicitations. Readers are strongly encouraged to read the full cautionary statements contained in the Company's filings with the SEC, including the risk factors set forth in the Registration Statement. The Company disclaims any obligation to update or revise any forward-looking statements.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.                               Description of Exhibit

 4.1          Amendment dated August 31, 2022 to Amended and Restated Credit
            Agreement, dated as of August 9, 2021, among the Company, certain of
            the Company's US and Canadian subsidiaries party thereto, JPMorgan
            Chase Bank, N.A., as administrative agent and Sixth Street Specialty
            Lending, Inc. as FILO agent and the lenders party thereto

99.1          Press Release issued by the Company on October 18, 2022, related to
            the Exchange Offers and Consent Solicitations

99.2          Certain Disclosures Regarding the Company

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document

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