Item 8.01. Other Events

The Exchange Offers and the Consent Solicitations

On November 21, 2022, Bed Bath & Beyond Inc. (the "Company") issued a press release announcing that it further extended its previously announced 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 (as amended, 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.

Each of the Exchange Offers and Consent Solicitations, which were previously
scheduled to expire at 11:59 p.m., New York City time, on November 18, 2022, has
been extended until 11:59 p.m., New York City time, on December 5, 2022 (as such
time and date may be further extended, the "Expiration Time").

In addition to the extension of the Expiration Time, the Company has made certain updates and changes to the terms of the New Notes.



As of 11:59 p.m., New York City time, on November 18, 2022, which was the
previous expiration time for the Exchange Offers, the principal amounts of Old
Notes validly tendered and not validly withdrawn, as advised by Global
Bondholder Services Corporation, the exchange agent for the exchange offers, are
set forth in the table below:

Principal

Title of Old Notes to CUSIP Outstanding Amount

Approximate Percentage


         be Tendered              Number     Principal Amount      Tendered       of Old Notes Tendered
3.749% Senior Unsecured Notes     075896
due 2024                           AA8         $215,404,500       $35,437,000             16.45%
4.915% Senior Unsecured Notes     075896
due 2034                           AB6         $209,712,000       $51,296,000             24.46%
5.165% Senior Unsecured Notes     075896
due 2044                           AC4         $604,820,000       $66,971,000             11.07%





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As previously announced, we entered into privately negotiated exchanges with
certain existing institutional holders of our Old Notes. In total, the existing
holders exchanged approximately $69 million aggregate principal amount of 2024
Notes, $15.3 million aggregate principal amount of 2034 Notes and $70.2 million
aggregate principal amount of 2044 Notes, plus accrued and unpaid interest on
such notes, and in one case cash, for approximately 14.5 million shares of our
common stock (the "Private Exchanges"). The Outstanding Principal Amount of each
series of Old Notes in the table above gives effect to the cancellation of the
Old Notes exchanged in the Private Exchanges.

As of November 18, 2022, after taking into consideration the shares of common stock issued in connection with the Private Exchanges and our previously announced at-the-market offering program, we had a total of approximately 117.3 million shares of common stock outstanding.



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.

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

99.1          Press Release issued by the Company on November 21, 2022, related to
            the Extension of Exchange Offers and Consent Solicitations

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

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