BED BATH & BEYOND INC false 0000886158 0000886158 2020-10-28 2020-10-28

 

 

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) October 28, 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 1.01

Entry into a Material Definitive Agreement.

On October 28, 2020, Bed Bath & Beyond Inc. (the “Company”) entered into a $225 million accelerated share repurchase agreement (the “ASR Agreement”) with JPMorgan Chase Bank, National Association (the “Bank”). The Company will acquire shares under the ASR Agreement as part of its $675 million share repurchase authorization (the “Share Repurchase Authorization”). After giving effect to the ASR Agreement, $450 million will remain available for share repurchases under the Share Repurchase Authorization.

Pursuant to the terms of the ASR Agreement, on October 29, 2020, the Company will pay the Bank $225 million in cash and expects to receive approximately 4.5 million shares of the Company’s common stock. The exact number of shares repurchased under the ASR Agreement will be calculated using a purchase price per share determined based on the daily volume-weighted average stock price over the term of the ASR Agreement, less an agreed discount and subject to adjustments. At final settlement, the Bank may be required to deliver additional shares to the Company, or, under certain limited circumstances, the Company may be required to deliver shares of its common stock or may elect to make an additional cash payment to the Bank. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances under which the ASR Agreement may be accelerated, extended or terminated early by the Bank and various acknowledgments, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to be completed during the Company’s fiscal 2020 fourth quarter ending on February 27, 2021, with the settlement date determined at the Bank’s option within an agreed range.

The foregoing description of the ASR Agreement is qualified in its entirety by reference to the ASR Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)    Exhibits.

 

Exhibit
No.

  

Description

10.1    Master Confirmation between JPMorgan Chase Bank, National Association and Bed Bath & Beyond Inc., dated October 28, 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: October 28, 2020     By:  

/s/ Gustavo Arnal

      Gustavo Arnal
     

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)