Beyond, Inc. Provides Update to Its Investors Regarding Transaction with The Container Store Group, Inc.

Rhea-AI Summary

Beyond Inc. (NYSE:BYON) has provided an update regarding its pending transaction with The Container Store. The company expressed concerns about The Container Store's ability to secure financing that meets the requirements outlined in their October 15, 2024 Purchase Agreement. Marcus Lemonis, Beyond's Executive Chairman, stated that while they believe in The Container Store's brand fundamentals, the proposed financing terms don't meet their expectations. If commercially acceptable financing isn't secured by January 31, 2025, either party may terminate the agreement.

Positive

• None.

Negative

• Risk of transaction termination with The Container Store due to financing concerns
• Potential deal failure if adequate financing terms aren't secured by January 31, 2025

Insights

Financial Analyst

The potential collapse of the $800 million Container Store acquisition deal signals significant challenges in the current financing environment. The inability to secure acceptable financing terms raises red flags about The Container Store's financial health and Beyond's strategic expansion plans. Key concerns include:

• Beyond's discretionary right to approve financing terms provides strong protection for shareholders but also indicates heightened risk assessment
• The January 31, 2025 deadline creates urgency for alternative financing arrangements
• The deal's potential termination could impact Beyond's growth strategy in the home goods sector

This development suggests tighter lending conditions in retail M&A, reflecting broader market caution toward retail sector consolidation.

MIDVALE, Utah--(BUSINESS WIRE)-- Beyond, Inc. (NYSE:BYON), an asset-light ecommerce and affinity data monetization company offering a comprehensive array of products and services that enable its customers to unlock their home’s potential, today provided an update regarding the proposed financing arrangements for its pending transaction with The Container Store Group, Inc. (“The Container Store”). When Beyond entered into the Securities Purchase Agreement dated October 15, 2024 (the "Purchase Agreement"), the parties agreed that The Container Store would secure new financing on terms commercially acceptable to Beyond as a condition to closing. Given the importance of The Container Store establishing a sustainable capital structure, Beyond negotiated for and obtained a right to determine, in its sole discretion, the adequacy of The Container Store's financing arrangements.

Based on the financing proposal presented to date, Beyond has concerns regarding The Container Store’s ability to reach agreement with lenders on terms that would satisfy the financing requirements under the Purchase Agreement.

"When we signed the Purchase Agreement, we were optimistic that the Container Store would be able to secure adequate financing to support the business going forward," said Marcus Lemonis, Executive Chairman of Beyond, Inc. "While we continue to believe in The Container Store’s brand and business fundamentals, the proposed financing terms we have reviewed to date fall short of what we believe is necessary to complete the transaction. As careful stewards of our shareholders' capital, we must remain steadfast in ensuring that the terms of any financing package work for both The Container Store and Beyond."

Beyond will continue to evaluate any financing proposals The Container Store may provide to Beyond. However, if The Container Store is unable to obtain commercially acceptable financing as set forth in the Purchase Agreement by January 31, 2025, then either party may terminate the Purchase Agreement.

About Beyond

Beyond, Inc. (NYSE:BYON), based in Midvale, Utah, is an ecommerce focused affinity company that owns or has ownership interests in various retail brands, offering a comprehensive array of products and services that enable its customers to unlock their homes’ potential through its vast data cooperative. The Company currently owns Overstock, Bed Bath & Beyond, Baby & Beyond, and Zulily, and regularly posts information and updates on its Newsroom and Investor Relations pages of its website, Beyond.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding Beyond’s or The Container Store’s growth potential for any time period, plans to establish partnerships or joint ventures and any corresponding benefits, future promotions and product offerings, business results, the Purchase Agreement, acceptability of financing arrangements with The Container Store, and timing and duration of any of the foregoing. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024, on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on October 25, 2024, and in our subsequent filings with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241120176771/en/

Alexis Callahan, VP of Investor Relations & Public Relations

ir@beyond.com

pr@beyond.com

Source: Beyond, Inc.

FAQ

What are Beyond Inc.'s (BYON) concerns about The Container Store deal?

Beyond Inc. has concerns about The Container Store's ability to secure financing that meets the requirements outlined in their Purchase Agreement, with the current proposed financing terms falling short of what Beyond considers necessary to complete the transaction.

When can the Purchase Agreement between Beyond Inc. (BYON) and The Container Store be terminated?

Either party can terminate the Purchase Agreement if The Container Store fails to obtain commercially acceptable financing by January 31, 2025.

What was the date of the Purchase Agreement between Beyond Inc. (BYON) and The Container Store?

The Purchase Agreement between Beyond Inc. and The Container Store was dated October 15, 2024.