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United States. Securities and Exchange Commission

Bed Bath & Beyond Files Form 8-K with SEC After Filing for Bankruptcy

Strategic Insights

— 2 min read

Bed Bath & Beyond, a leading American domestic merchandise closeout store, has filed a Form 8-K with the U.S. Securities and Exchange Commission (SEC) on June 22, 2023, following its filing for Chapter 11 bankruptcy protection on April 23, 2023. The company has entered into an Asset Purchase Agreement with Overstock.com, Inc. for a total purchase price of $21,500,000. As part of the agreement, Overstock has been designated as the "stalking horse" bidder and will acquire certain assets of Bed Bath & Beyond, including intellectual property, business data, rights to mobile applications, and certain contracts and other related assets. The transaction is subject to customary conditions, including the entry of an order from the Bankruptcy Court authorizing and approving the sale.

Key Takeaways:

  • Bed Bath & Beyond has filed for Chapter 11 bankruptcy protection on April 23, 2023, and has entered into an Asset Purchase Agreement with Overstock.com, Inc.
  • The purchase price for the assets is $21,500,000, with Overstock designated as the "stalking horse" bidder.
  • The transaction will include the acquisition of intellectual property, business data, rights to mobile applications, and certain contracts and other related assets.
  • The sale is subject to customary conditions, including the entry of an order from the Bankruptcy Court authorizing and approving the sale.
  • Bed Bath & Beyond will seek approval of the sale at a hearing on June 27, 2023, and the transaction is expected to close shortly thereafter.
  • The company has also entered into a DIP Credit Agreement, which provides for a senior secured super-priority debtor in possession term loan facility in the amount of $40 million, and a roll-up of certain secured obligations under the existing pre-petition credit agreement.
  • The DIP Facility will be used to provide post-petition working capital for the company and its subsidiaries, and to pay costs and fees related to the Chapter 11 Cases.
  • The company has cautioned that there are risks and uncertainties associated with the bankruptcy process, including the possibility that the anticipated benefits of the Transaction are not realized when expected or at all.

Statistics:

  • $21,500,000: Total purchase price for the assets to be acquired by Overstock
  • $40 million: Amount of new money single draw term loan facility under the DIP Credit Agreement
  • $200 million: Amount of roll-up of certain secured obligations under the existing pre-petition credit agreement
  • 13 weeks: Length of time that the company must comply with the 13-week budget under the DIP Credit Agreement
  • 3: Number of days remaining to consummate the Transaction under the Purchase Agreement

Sources:

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Form 8-K, June 22, 2023)
  • BED BATH & BEYOND INC. (Current Report on Form 8-K, filed with the SEC on April 24, 2023)

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