Item 3.02 Unregistered Sale of Equity Securities
On November 14, 2022, Bed Bath & Beyond Inc. (the "Company") announced that it
has entered into privately negotiated exchange agreements with several existing
institutional holders of its 3.749% Senior Unsecured Notes due 2024 (the "2024
notes"), 4.915% Senior Notes due 2034 (the "2034 notes") and 5.165% Senior Notes
due 2044 (the "2044 notes"). The existing holders collectively exchanged
approximately $69 million aggregate principal amount of 2024 notes (being all of
the existing holders' beneficially owned 2024 notes), $5.8 million aggregate
principal amount of 2034 notes and $48.2 million aggregate principal amount of
2044 notes (collectively, the "Exchange Notes"). Pursuant to the Exchange
Agreements, Bed Bath & Beyond will issue an aggregate of 11.7 million shares of
common stock to the existing holders in exchange for the Exchange Notes,
including accrued and unpaid interest thereon (the "transaction"). Following the
closing of the transaction, the Exchange Notes will be cancelled and no longer
outstanding. The transaction is expected to close on or about November 16, 2022,
subject to customary closing conditions. The 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. 
