Today's announcement includes an offer to exchange:
(i) 3.749% Senior Notes due 2024 (the "2024 Notes") for new 3.693% Senior Second Lien Secured Non-Convertible Notes due 2027 (the "New Second Lien Non-Convertible Notes") and/or new 8.821% Senior Second Lien Secured Convertible Notes due 2027 (the "New Second Lien Convertible Notes"), at the option of the holder of the 2024 Notes;
(ii) 4.915% Senior Notes due 2034 (the "2034 Notes") for new 12.000% Senior Third Lien Secured Convertible Notes due 2029 (the "New Third Lien Convertible Notes" and, together with the New Second Lien Non-Convertible Notes and the New Second Lien Convertible Notes, the "New Notes"); and
(iii) 5.165% Senior Notes due 2044 (the "2044 Notes" and, collectively with the 2024 Notes and the 2034 Notes, the "Old Notes") for New Third Lien Convertible Notes,
in each case upon the terms and subject to the conditions set forth in the Prospectus, as defined below. In connection with the Exchange Offers, the Company is also soliciting consents to amend the indenture governing the Old Notes (the "Consent Solicitations").
The following table sets forth the consideration to be offered to holders of each series of Old Notes in the Exchange Offers and the Consent Solicitations:
Title of Old |
CUSIP |
Outstanding |
Early Participation Payment (per |
Exchange Consideration for
|
3.749% |
075896 AA8 |
|
Or
|
Or
|
4.915% |
075896 AB6 |
|
|
|
5.165% |
075896 AC4 |
|
|
|
(1) |
In addition to the applicable Exchange Consideration, holders of Old Notes will receive the applicable Early Participation Payment in the form of additional New Notes per each |
||
(2) |
Exchange Consideration per |
||
(3) |
Excludes accrued and unpaid interest to but not including the date of settlement of each Exchange Offer, which will be paid in addition to the applicable Exchange Consideration. |
||
(4) |
Assuming full participation in the Exchange Offers, the maximum aggregate principal amount of New Notes that could be issued is (A) if all holders of 2024 Notes exchange their 2024 Notes for New Second Lien Non-Convertible Notes, |
||
(5) |
On or after the first anniversary of the issue date of the New Second Lien Non-Convertible Notes (which we expect to be on |
Each of the Exchange Offers and Consent Solicitations will expire at
Holders who tender their Old Notes at or prior to the Expiration Time will be eligible to receive, for each
Tenders of Old Notes may be withdrawn at any time at or prior to
In conjunction with the Exchange Offers, the Company is soliciting consents from holders of each series of Old Notes ("Consents") to certain proposed amendments to the indenture governing the Old Notes (the "Old Notes Indenture") to, among other things, (i) eliminate the restrictive covenants in the Old Notes Indenture concerning (a) the repurchase of Old Notes in the event of a change in control of the
The New Notes and the related guarantees will be secured (i) in the case of the New Second Lien Non-Convertible Notes and New Second Lien Convertible Notes, on a second-priority basis by substantially all of the assets (the "Collateral") of the Company and its subsidiaries that are borrowers under or guarantee the Company's Amended Credit Agreement (the "Guarantors") (subject to certain permitted liens and the security documents) and will be secured on a junior basis to first lien secured obligations, including the Company's Amended Credit Agreement, to the extent of such Collateral and other security thereunder and (ii) in the case of the New Third Lien Convertible Notes, secured on a third-priority basis by the Collateral (subject to certain permitted liens and the security documents) and will be secured on a junior basis to all existing and future first-lien to the extent of such Collateral and other security thereunder and second-lien secured obligations, to the extent of such Collateral. The New Notes will be effectively senior to all existing and future unsecured indebtedness of the Company and the Guarantors to the extent of the value of the Collateral, including any Old Notes not tendered in the Exchange Offers.
The description above includes only a summary of certain key terms of the Exchange Offers, Consent Solicitations and the New Notes. A Registration Statement on Form S-4, including a prospectus and consent solicitation statement forming a part thereof (the "Prospectus"), which is subject to change, relating to the issuance of the New Notes has been filed with the
Copies of the Prospectus pursuant to which the Exchange Offers and Consent Solicitations are being made may be obtained from
The effectiveness of the Consent Solicitations are subject to the receipt of the Old Notes Requisite Consents for each series of Old Notes being tendered.
The completion of the Exchange Offers is subject to, and conditioned upon, the satisfaction or waiver of certain conditions, including, among other things, (i) the Registration Statement having been declared effective by the
The Company will pay a soliciting broker fee equal to
The Exchange Offers and Consent Solicitations are being made only by and pursuant to the terms and subject to the conditions set forth in the Prospectus, which forms a part of the Registration Statement, and the information in this press release is qualified by reference to such Prospectus and the Registration Statement.
This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to sell the New Notes or buy the Old Notes is only being made pursuant to the terms of the Exchange Offers. The Company is not making an offer of New Notes in any jurisdiction where the Exchange Offers are not permitted, and this press release does not constitute an offer to participate in the Exchange Offers to any person in any jurisdiction where it is unlawful to make such an offer or solicitations.
Holders of the Old Notes are urged to carefully read the Prospectus before making any decision with respect to the Exchange Offers and Consent Solicitations. None of the Company, the dealer manager, the trustee with respect to any series of Old Notes, the trustee with respect to any series of New Notes, the information agent and exchange agent for the Exchange Offers or any affiliate of any of them makes any recommendation as to whether holders of the Old Notes should exchange their Old Notes for New Notes in the Exchange Offers, and no one has been authorized by any of them to make such a recommendation.
Holders of the Old Notes must make their own decision as to whether to tender Old Notes and, if so, the principal amount of Old Notes to tender. This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful.
About the Company
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the
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INVESTORS: Susie A. Kim, IR@bedbath.com, MEDIA: Julie Strider, Media@bedbath.com