Item 3.02 Unregistered Sale of Equity Securities
On November 9, 2022, Bed Bath & Beyond Inc. (the "Company") announced that it
has entered into a privately negotiated exchange agreement with an existing
holder of its 4.915% Senior Notes due 2034 (the "2034 notes") and 5.165% Senior
Notes due 2044 (the "2044 notes"). The existing holder owns approximately
$9.5 million aggregate principal amount of 2034 notes and $22.0 million
aggregate principal amount of 2044 notes (collectively, the "exchange notes").
Pursuant to the exchange agreement, Bed Bath & Beyond will issue an aggregate of
approximately 2.8 million shares of common stock to the existing holder,
consisting of the issuance of (a) 1.8 million shares in exchange for the
exchange notes, (b) 0.1 million shares in satisfaction of accrued and unpaid
interest on the exchange notes, and (c) 0.9 million shares in exchange for a
cash payment from the existing holder of $3.5 million (the "transaction").
Following the closing of the transaction, the exchange notes will be cancelled
and no longer outstanding. The proceeds of the private placement of common stock
will be used for general corporate purposes. The transaction is expected to
close on or about November 14, 2022, subject to customary closing conditions.
This transaction is exempt from registration under Section 4(a)(2) and Rule
506(c) under the Securities Act of 1933. The Company relied on these exemptions
from registration based in part on the nature of the transaction and the various
representations made by the parties thereto.
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BED BATH & BEYOND INC. 
