Item 1.01 Entry into a Material Definitive Agreement.
On January 7, 2021, Bed Bath & Beyond Inc. (the "Company") entered into an
additional $150 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 $825 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 January 11, 2021, the Company
will pay the Bank $150 million in cash and expects to receive approximately five
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 filed 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
(incorporated by reference to Exhibit 10.1 of the Current Report on
Form 8-K filed on October 28, 2020).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses