Form 8-K
BED BATH & BEYOND INC false 0000886158 0000886158 2020-08-03 2020-08-03

 

 

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) August 3, 2020

 

 

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 07083

(Address of principal executive offices) (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:

 

 

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

 

Name of each exchange

on which registered

Common stock, $.01 par value   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 August 3, 2020, Bed Bath & Beyond Inc. issued a press release announcing the completion of the sale of PersonalizationMall.com to 1-800-FLOWERS.COM, Inc. for $245 million, subject to certain customary post-closing adjustments. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in Item 7.01 of this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release issued by Bed Bath & Beyond Inc. on August 3, 2020
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

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

 

    BED BATH & BEYOND INC.
    (Registrant)
Date: August 3, 2020     By:  

/s/ Gustavo Arnal

      Gustavo Arnal
     

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BED BATH & BEYOND INC. COMPLETES SALE OF PERSONALIZATIONMALL.COM

UNION, N.J., August 3, 2020 — Bed Bath & Beyond Inc. (Nasdaq: BBBY) today announced the completion of the sale of PersonalizationMall.com (PMall) to 1-800-FLOWERS.COM, Inc. for $245 million, subject to certain customary post-closing adjustments. PMall will continue to provide product and personalization services to the Company’s Bed Bath & Beyond and buybuy BABY retail concepts.

Mark Tritton, President & CEO, said, “The completion of this transaction is an important milestone in our plan to simplify our portfolio and rebuild authority in our core market. Since announcing our intention to divest PMall back in February 2020, we have made significant progress in our efforts to optimize growth within Home, Baby, Beauty and Wellness, assembling a world class leadership team, restructuring our operations and introducing new services like Buy-Online-Pickup-In-Store and contactless Curbside Pickup.”

The cash proceeds from this transaction further strengthen the Company’s liquidity and financial flexibility as it continues to build a balanced, durable financial model. With respect to capital allocation strategies, in March 2020 the Company postponed its plans for share repurchase and suspended dividends and planned debt reductions in light of the COVID-19 pandemic. Bed Bath & Beyond is committed to a balanced capital return program over the mid-to-long term and will re-evaluate when appropriate.

The Company continues to review its non-core assets for opportunities to further simplify its portfolio.

In connection with the previously executed settlement agreement, the parties’ counsel have executed a Stipulation and Proposed Order of Dismissal, which is expected to be filed one business day after closing and will result in the voluntary dismissal with prejudice of the litigation relating to the transaction.

Advisors to Bed Bath & Beyond on this transaction include Goldman Sachs & Co LLC and Proskauer Rose LLP.

About Bed Bath & Beyond Inc.

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 domestic merchandise and home furnishings. The Company also provides a variety of textile products, amenities and other goods to institutional customers in the hospitality, cruise line, healthcare and other industries. Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.


Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, the Company’s progress and anticipated progress towards its long-term objectives, plans with respect to potential asset sales, as well as more generally the status of its future liquidity and financial condition. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment and related changes in the retailing environment; risks associated with COVID-19 and the governmental responses to it, including its impacts across the Company’s businesses on demand and operations, as well as on the operations of the Company’s suppliers and other business partners, and the effectiveness of the Company’s actions taken in response to these risks; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the ability to achieve anticipated cost savings, and to not exceed anticipated costs, associated with organizational changes and investments, including the Company’s strategic restructuring program; the ability to attract and retain qualified employees in all areas of the organization; the cost of labor, merchandise and other costs and expenses; potential supply chain disruption due to trade restrictions, and other factors such as natural disasters, such as pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; the ability to find suitable locations at acceptable occupancy costs and other terms to support the Company’s plans for new stores; the ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the Company’s development of its omnichannel capabilities; the ability to effectively and timely adjust the Company’s plans in the face of the rapidly changing retail and economic environment, including in response to the COVID-19 pandemic; uncertainty in financial markets; volatility in the price of the Company’s common stock and its effect, and the effect of other factors, including the COVID-19 pandemic, on the Company’s capital allocation strategy; risks associated with the ability to achieve a successful outcome for its business concepts and to otherwise achieve its business strategies; the impact of intangible asset and other impairments; disruptions to the Company’s information technology systems including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the Company’s or a third party product or service supplier’s compliance with various laws, regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor performance in direct home delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements, including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of existing tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; and foreign currency exchange rate fluctuations. The Company does not undertake any obligation to update its forward-looking statements.

CONTACTS:

INVESTOR CONTACT: Janet M. Barth, (908) 613-5820 or IR@bedbath.com

MEDIA CONTACT: Dominic Pendry, (347) 604-0381 or dominic.pendry@bedbath.com

v3.20.2
Document and Entity Information
Aug. 03, 2020
Cover [Abstract]  
Entity Registrant Name BED BATH & BEYOND INC
Amendment Flag false
Entity Central Index Key 0000886158
Document Type 8-K
Document Period End Date Aug. 03, 2020
Entity Incorporation State Country Code NY
Entity File Number 0-20214
Entity Tax Identification Number 11-2250488
Entity Address, Address Line One 650 Liberty Avenue
Entity Address, City or Town Union
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07083
City Area Code (908)
Local Phone Number 688-0888
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, $.01 par value
Trading Symbol BBBY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false