Bed Bath & Beyond (NYSE: BBBY) details Container Store deal, $150M mix of stock and notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Bed Bath & Beyond, Inc. entered into a Merger Agreement to acquire The Container Store Holdings, LLC, with Falcon Merger Sub, LLC merging into TCS so it becomes a wholly owned subsidiary. The transaction uses a $150,000,000 purchase price funded through a mix of senior convertible notes and common stock priced at $7.00 per share, subject to caps on total share issuance and substitution of additional notes when equity limits are reached.
The company arranged lender consents, a transaction support agreement with TCS equity and term loan holders, and a put agreement tied to up to $30,000,000 of new 2026-2 term loans. Buyer Convertible Notes will bear 5.00% interest, potentially stepping up to 10.00% and 12.00% if required stockholder approval for full conversion is delayed, and convert initially at 109.8901 shares per $1,000 principal (about $9.10 per share). The shareholder letter states a goal of at least $40 million of annualized cost savings within 12 to 18 months from integrating Kirkland’s, The Container Store, Elfa, and Closet Works.
Leadership changes accompany the strategy: Brian LaRose will become Chief Financial Officer, Amy Sullivan will become President, and Lisa Foley will become Chief Operating Officer, each under new employment agreements with performance-based equity incentives and change-in-control severance protections, while current CFO Adrianne Lee and Chief Accounting Officer Leah Putnam will depart.
Positive
- Strategic expansion via TCS acquisition: The Merger Agreement to acquire The Container Store Holdings, LLC adds over 100 premium locations and a strong home-organization brand to Bed Bath & Beyond’s omni-channel retail and home services ecosystem.
- Structured for alignment and upside: Consideration includes common stock at $7.00 per share and convertible notes at an initial conversion price of about $9.10 per share, signaling counterparties’ willingness to accept upside linked to higher future equity values.
- Identified synergy target: Management highlights a goal of at least $40 million of annualized cost savings and productivity efficiencies within 12 to 18 months from integrating Kirkland’s, The Container Store, Elfa, and Closet Works, framing a clear efficiency objective.
- Strengthened leadership bench: Appointing a new CFO, President, and COO with deep retail, financial, and operational experience supports the complex integration and multi-pillar "Everything Home" strategy.
Negative
- Potential dilution and leverage from financing mix: The deal relies on issuing equity up to 19.99% of pre-merger common stock and at least $54,000,000 of senior convertible notes, increasing both potential dilution and financial obligations.
- Interest step-up risk on convertible notes: If required stockholder approval for full conversion is not obtained within three and six months after closing, interest on the Buyer Convertible Notes increases from 5.00% to 10.00% and then 12.00%, raising the company’s financing cost.
- Execution complexity and integration risk: The transaction depends on multiple lender consents, new loans of no less than $55,000,000 at TCS, a strict foreclosure fallback path, and coordinated integration of several acquired businesses, all of which increase operational and closing risk.
Insights
Complex, highly structured acquisition expands BBBY’s home ecosystem with meaningful synergy targets.
Bed Bath & Beyond is using a mix of equity and $54,000,000 in senior convertible notes within a $150,000,000 purchase price to acquire The Container Store. Caps at 19.99% of outstanding common stock limit immediate dilution, with any excess consideration paid in additional notes.
Convertible notes start at 5.00% interest, stepping to 10.00% and then 12.00% if shareholder approval for full conversion is not obtained within three and six months after closing. This structure balances near-term funding flexibility against potentially higher future interest costs if approval is delayed.
The shareholder letter targets at least $40 million of annualized cost savings within 12–18 months from integrating Kirkland’s, The Container Store, Elfa, and Closet Works. Execution risk is meaningful given multiple credit agreements, new loans of at least $55,000,000 at TCS, and layered support and put agreements, but the transaction is positioned as accretive and central to BBBY’s “Everything Home” strategy.
8-K Event Classification
5 items: 1.01, 3.02, 5.02, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Purchase Price: $150,000,000
Minimum Buyer Convertible Notes: $54,000,000
New Loans Requirement: $55,000,000
+5 more
8 metrics
Purchase Price
$150,000,000
Stated purchase price for The Container Store transaction
Minimum Buyer Convertible Notes
$54,000,000
Aggregate principal amount of Buyer Convertible Notes at closing
New Loans Requirement
$55,000,000
Minimum Authorized New Loans TCS must receive before closing
Buyer Note Interest Rate
5.00%–12.00% per year
Base and step-up coupon on Buyer Convertible Notes tied to stockholder approval timing
Initial Conversion Rate
109.8901 shares per $1,000
Buyer Convertible Notes initial conversion into common stock (≈$9.10/share)
Equity Issuance Cap
19.99% of voting power
Maximum Buyer Common Stock issued relative to pre-merger outstanding shares
Target Cost Savings
$40 million per year
Annualized savings goal within 12–18 months from integrating acquisitions
CFO Base Salary
$700,000 per year
Annual base salary for new Chief Financial Officer Brian LaRose
Key Terms
Merger Consideration, Buyer Convertible Notes, Buyer Common Stock Equity Threshold, Lock-Up Period, +2 more
6 terms
Merger Consideration financial
"For purposes of the Merger Agreement, “Merger Consideration” means, collectively, the Equity Purchase Price and Note Purchase Price actually paid at the Closing"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Buyer Convertible Notes financial
"the Company shall issue and deliver ... senior convertible notes (“Buyer Convertible Notes”) in an aggregate principal amount equal to $54,000,000"
Buyer Common Stock Equity Threshold financial
"exceed the lesser of (i) 19.99% of the combined voting power ... (the “Buyer Common Stock Equity Threshold”)"
Lock-Up Period financial
"Under the Registration Rights Agreement, the Lock-Up Period is the period commencing on the Closing"
A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.
Transaction Support Agreement financial
"the Company, TCS, certain holders of TCS Equity Securities ... entered into a transaction support agreement (the “Support Agreement”)"
A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.
fundamental change financial
"If the Company undergoes certain fundamental change, holders will be entitled to require the Company to repurchase for cash all or any portion"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
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)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Address of principal executive offices)(Zip Code)
(801 ) 947-3100
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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Merger Agreement
On April 2, 2026 (the “Effective Date”), Bed Bath and Beyond, Inc., a Delaware corporation (the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Falcon Merger Sub, LLC, a Delaware
limited liability company and wholly owned subsidiary of the Company (“Merger Sub”) and The Container Store Holdings, LLC, a Delaware
limited liability company (“TCS”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with
and into TCS (the “Merger”), with TCS surviving such Merger as a wholly owned subsidiary of the Company (the “Surviving Entity”).
Merger Consideration
At the closing of the Merger (the “Closing”), in exchange for all of the outstanding Class A Units of TCS (“TCS Equity Securities”) or the full and final satisfaction, repayment or extinguishment of all of TCS’ outstanding term loans, as applicable under the
terms of the Merger Agreement, the Company shall issue and deliver to all the equityholders or term loan creditors, as applicable under the terms of the
Merger Agreement, of TCS as of immediately prior to the Closing: (a) senior convertible notes (“Buyer Convertible Notes”) in an aggregate principal amount equal to $54,000,000 (the “Minimum Buyer Convertible Note Payment”) minus
the Specified Senior Loan Payment Amount; (b) a number of shares of common stock, $0.0001 par value per share, of the Company (“Buyer Common Stock”) equal to the number of such shares that are equal to (x) the quotient obtained by dividing (i) (A) $150,000,000 (the “Purchase Price”) minus (B) the Minimum Buyer
Convertible Note Payment by (ii) $7.00 (“Buyer Common Stock Payment Shares”) (rounded up or down to the nearest whole number) minus (y) the Specified Senior Loan Shares (if any) (rounded up or down to the nearest whole number); provided, however, that in no event will the Company be obligated to issue, or will the Company be obligated to deliver, shares
of Buyer Common Stock pursuant to Section 1.05(b) of the Merger Agreement that, when taken together with the Specified Senior Loan Shares (if any), exceed
the lesser of (i) 19.99% of the combined voting power or number of shares of Buyer Common Stock outstanding as of immediately prior to the entry into the Merger Agreement and (ii) the number of authorized and unissued shares of Buyer Common
Stock that are not subject to a reserve, as determined on the Closing Date (the lesser of clauses (i) and (ii), the “Buyer Common Stock Equity Threshold”).
If the number of shares of Buyer Common Stock that the Company is required to issue and deliver, when taken together with the Specified Senior Loan Shares (if any),
exceeds the Buyer Common Stock Equity Threshold (the “Excess Shares”), the Excess Shares will not be issued and delivered at the Closing
and, in lieu thereof, at the Closing, the Company shall issue and deliver, Buyer Convertible Notes in addition to the Minimum Buyer Convertible Note Payment, in an aggregate principal amount equal to the product of (i) the number of Excess Shares
and (ii) $7.00. For purposes of the Merger Agreement, “Merger Consideration” means, collectively, the Equity Purchase Price and Note
Purchase Price actually paid at the Closing; provided, however,
that if the Company is required to issue and deliver Specified Senior Loan Shares pursuant to Section 4.09 of the Merger Agreement, then (A) the number of Specified Senior Loan Shares that the Company would otherwise be required to issue and
deliver pursuant to Section 4.09 of the Merger Agreement shall be reduced by a number of shares of Buyer Common Stock that is equal to the lesser of (x) the total number of Excess Shares and (y) the total number of Specified Senior Loan Shares
(such lesser number of shares of Buyer Common Stock, the “Reduction Shares”), (B) the aggregate principal amount of Buyer Convertible
Notes that the Company would otherwise be required to issue and deliver in respect of the Specified Senior Loans pursuant to Section 4.09 of the Merger Agreement shall be increased by an amount equal to the product of (x) the total number of
Reduction Shares and (y) $7.00, (C) the number of shares of Buyer Common Stock that the Company is required to issue and deliver pursuant to Section 1.05(b) of the Merger Agreement shall be increased by the total number of Reduction Shares and
(D) the aggregate principal amount of Buyer Convertible Notes that the Company would otherwise be required to issue and deliver pursuant to Section 1.05(c) of the Merger Agreement shall be reduced by the product of (x) the total number of
Reduction Shares and (y) $7.00.
On March 27, 2026, TCS, pursuant to that certain Amendment No. 4 to Asset-Based Revolving Credit Agreement (the “ABL Consent”) by and among The Container Store, Inc., the guarantors party thereto, Eclipse Business Capital LLC, as administrative agent and the lenders party thereto, obtained written
approval from each lender (the “ABL Creditors”) under that certain Asset-Based Revolving Credit Agreement dated as of January 28, 2025,
by and among The Container Store, Inc., the guarantors party thereto, Eclipse Business Capital LLC, as administrative agent and the lenders party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to
time, the “ABL Credit Agreement”) to, among other things, (i) approve or consent to the Merger and the other transactions and actions
contemplated by the Merger Agreement and other transaction documents and (ii) amend the ABL Credit Agreement in certain respects.
Within three Business Days following the execution of the Merger Agreement, TCS shall solicit written approval from each lender (the “Term Loan Creditors”) under that that certain Term Loan Credit Agreement, dated as of January 28, 2025, by and among The Container Store, Inc., the guarantors party thereto, Acquiom Agency Services LLC and Seaport Loan
Products LLC, as co-administrative agents, Acquiom Agency Services LLC, as collateral agent, and the lenders party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time (the “Term Loan Credit Agreement”) to (i) accept a portion of the Merger Consideration in full and final satisfaction of all obligations owed to such Term Loan Creditor under the Term Loan Credit
Agreement and the other Loan Documents (as defined in the Term Loan Credit Agreement) (other than obligations in respect of any new loans provided to the TCS or its subsidiaries under the Term Loan Credit Agreement from March 9, 2026 through the
date on which the Merger closes, the “New Loans”) (ii) waive any rights such Term Loan Creditor may have to the balance of unpaid debt under the Term Loan Credit Agreement following
receipt of the applicable Lender Allocable Proceeds, and (iii) approve or consent to the Merger and the other transactions and actions contemplated by the Merger Agreement and other transaction documents (collectively, the “Lender Transaction Approval”).
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At the time at which the Merger becomes effective (the “Effective
Time”), (i) if the Lender Transaction Approval is obtained and the Foreclosure does not occur prior to the Closing, then (A) the Merger Consideration shall be issued and delivered to the Term Loan Creditors, which shall be in exchange
for full and final satisfaction of its debt and all obligations owing under the Term Loan Credit Agreement and release of all liens created thereunder and (B) each TCS Equity Security issued and outstanding immediately prior to the Effective Time
shall be cancelled and extinguished and no consideration shall be delivered or deliverable in exchange therefor; provided that the foregoing shall not operate to satisfy any debt or obligations, or release any liens created, under the New Loans,
which shall be repaid as provided in Section 4.09 of the Merger Agreement; (ii) if the Lender Transaction Approval is not obtained and the Foreclosure occurs prior to the Closing, then each TCS Equity Security issued and outstanding immediately
prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive the applicable portion of the Merger Consideration as set forth in the allocation schedule and subject to the terms and the
conditions set forth in the Merger Agreement; and (iii) any TCS Equity Security held or owned by TCS or its subsidiaries immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no shares of Buyer Common
Stock or other consideration shall be delivered or deliverable in exchange therefor.
At the Effective Time, each membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for
one membership interest of the Surviving Entity.
Conditions to Merger
The obligations of TCS and the Company to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of a
number of customary conditions, including: (i) the absence of laws or orders restraining the consummation of the Merger, (ii) either (A) delivery of the Lender Transaction Approval or (B) (x) the occurrence of the Foreclosure and related
restructuring in accordance with the Strict Foreclosure Agreement and (y) delivery of written consent from more than 50% of the holders of Class A Units of TCS following the Foreclosure and related restructuring (the “Post-Foreclosure Securityholder Written Consent”), (iii) TCS’s receipt of Authorized New Loans in an aggregate principal amount of no less than $55,000,000, which such New Loans shall be repaid in full the Closing
via the issuance of Buyer Convertible Notes, (iv) the satisfaction of certain conditions set forth in the ABL Consent, (v) the Company’s receipt of a copy of the 2026 Audited Financial Statements and, if the Closing has not occurred on or
prior to August 15, 2026, receipt of the Subsequent Unaudited Financial Statements for the fiscal quarter ended June 30, 2026 and (vi) the representations and warranties of TCS, Merger Sub and the Company being true and correct, subject to
the materiality standards contained in the Merger Agreement, and TCS, Merger Sub and the Company having complied in all material respects with their respective obligations under the Merger Agreement.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties given by TCS,
Merger Sub and the Company. TCS has also made customary covenants in the Merger Agreement, including covenants relating to (i) the conduct of its business
prior to the Closing, (ii) the pursuit of the Lender Transaction Approval or enactment of the Foreclosure and delivery of the Post-Foreclosure Securityholder Written Consent if the Lender Transaction Approval cannot be obtained and (iii) the
funding of New Loans prior to the Closing.
Termination
The Merger Agreement contains customary mutual termination rights for TCS and the Company, including (i) at the election of either party on or
after July 31, 2026; provided, however, that if the only condition that has not been satisfied or waived at such time is the requirement to deliver TCS’
2026 Audited Financial Statements, such date will be extended to the date that is September 30, 2026, (ii) by mutual written consent of TCS or the Company, (iii) if the other party breaches its representations, warranties or covenants under the
Merger Agreement in a way that would result in a failure of its condition to closing being satisfied (subject to certain procedures and cure periods) or (iv) by either party if there exists any law or order restraining the consummation of the
Merger.
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Buyer Financing Commitment
Pursuant to the Merger Agreement, the Company will provide, from time to time, incremental term loans to TCS, which may be in the form of “Specified Last-Out Term
Loans” (as defined in the Term Loan Credit Agreement), in an aggregate amount not to exceed $30,000,000, on the terms and subject to the conditions of the Merger Agreement. In
no event shall the Company be required to provide any such loans until an aggregate principal amount of $30,000,000 of 2026-2 Priming Super Senior Term Loans shall have been funded by the Term Loan Creditors (the “2026-2 Term Loans”).
Additional Information
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
A copy of the Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about
TCS or the Company. The Merger Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of specified dates. The representations and warranties in the Merger Agreement
reflect negotiations between the parties to the Merger Agreement and are not intended as statements of fact to be relied upon by stockholders, or any individual or other entity other than the parties. In particular, the representations, warranties,
covenants and agreements in the Merger Agreement may be subject to limitations agreed by the parties, including having been modified or qualified by certain confidential disclosures that were made between the parties in connection with the
negotiation of the Merger Agreement, and having been made for purposes of allocating risk among the parties rather than establishing matters of fact. In addition, the parties may apply standards of materiality in a way that is different from what
may be viewed as material by investors. As such, the representations and warranties in the Merger Agreement may not describe the actual state of affairs at the date they were made or at any other time and you should not rely on them as statements
of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and unless required by applicable law, the Company undertakes no obligation to update such
information.
Transaction Support Agreement
On the Effective Date, the Company, TCS, certain holders of TCS Equity Securities (the “Consenting Equity Holders”) and certain Term Loan Creditors (the “Consenting Lenders”) entered into a
transaction support agreement (the “Support Agreement”). Under the Support Agreement, the Consenting Equity Holders hold, in the
aggregate, 80.47% of the issued and outstanding TCS Equity Securities and the Consenting Lenders hold, in the aggregate, 90.75% of the outstanding principal amount of the term loans under the Term Loan Credit Agreement. The Support Agreement
provides that each Consenting Equity Holder and each Consenting Lender among other things, will (a) not transfer any ownership in term loan claims or TCS Equity Securities, as applicable, unless the transferee executes a joinder agreement to the
Support Agreement, (b) in the case of each Consenting Equity Holder, vote all TCS Equity Securities owned or held by such Consenting Equity Holder in favor of the Merger and (c) provide support with respect to other various matters in connection
with the Merger.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
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Put Agreement
On the Effective Date, the Company and certain of the Term Loan Creditors (the “Specified Lenders’) entered into a put agreement (the “Put Agreement”). Under the Put Agreement, the
Company has agreed to purchase a participation interest in loans under the Term Loan Credit Agreement in aggregate principal amount equal to $15.0 million, consisting of the last funded $15.0 million of the first $30.0 million of the 2026-2
Term Loans (the “Specified Loans”). If the Merger Agreement, is terminated, other than termination of the Merger Agreement by the
Company under certain circumstances, and the aggregate principal amount of the 2026-2 Term Loans at the time of termination is greater than or equal to $15.0 million, each Specified Lender may provide the Company with a notice of put exercise
and, upon receipt of such notice, the Company will purchase from the applicable Specified Lender a participation interest in the full aggregate principal amount of the Specified Loans (i.e., the amount in excess of $15.0 million) held by such electing Specified Lender at a purchase price equal to 100% of the aggregate principal amount of such Specified Loan, together with accrued and
unpaid interest thereon through the date of purchase.
The foregoing description of the Put Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Put Agreement, a
copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
Registration Rights and Lock-Up Agreement
Pursuant to the Merger Agreement, in connection with the Closing, the Company and the equityholders of TCS (the “Holders”) will enter into a registration rights and lock-up agreement (the “Registration
Rights Agreement”). Under the Registration Rights Agreement, the Company will be required to file a shelf registration statement covering the resale of the shares of Buyer Common Stock to be received as the Equity Purchase Price and the
shares of Buyer Common Stock issuable upon conversion of the Buyer Convertible Notes as soon as reasonably practicable following the Closing and no later than the 60th day following the Closing. The Initial Holders, collectively, will be
permitted to make two demands that the Company consummate an underwritten take-down off of any such registration statement within any 12-month period (subject to certain
limitations and customary conditions, including a minimum net aggregate offering price of $25.0 million). Furthermore, the Holders will have piggyback registration rights when the Company proposes to register its equity securities. The Company
will be required to bear all expenses incurred in connection with the filing of any such registration statements and any such offerings, other than underwriting discounts and commissions of the sale of Registrable Securities (as defined in the
Registration Rights Agreement).
In addition, during the Lock-Up Period (as defined below), the Holders will be prohibited from transferring two-thirds of the shares of Buyer Common stock to be
received as the Equity Purchase Price that each Holder receives (the “Lock-Up Shares”), subject to certain customary exceptions. Under
the Registration Rights Agreement, the Lock-Up Period is the period commencing on the Closing and (a) with respect to 50% of the Lock-Up Shares, ending on the earlier of (i) the 180th day following the Closing and (ii) the date on which the daily
volume-weighted average price (the “VWAP”) of the Buyer Common Stock on the New York Stock Exchange (the “NYSE’) equals or exceeds $9.80 per share for 20 consecutive trading days; and (b) with respect to the other 50% of the Lock-Up Shares, ending on the earlier of (i)
the 270th day following the Closing and (ii) the date on which the VWAP of the Buyer Common Stock on the NYSE equals or exceeds $14.00 per share for 20 consecutive trading days.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
form of the Registration Rights Agreement, which is attached to the Merger Agreement and is incorporated herein by reference.
Indenture
Pursuant to the Merger Agreement, in connection with the Closing, the Company will enter into an indenture (the “Indenture”) with respect to the Buyer Convertible Notes to be issued as part of the Merger Consideration. The Buyer Convertible Notes will be senior, unsecured obligations of the
Company and will accrue interest payable semiannually in arrears at a rate of 5.00% per year and will mature on the seventh anniversary of the Closing, unless earlier converted or repurchased. The Buyer Convertible Notes will be guaranteed by
certain subsidiaries of the Company. Under the Indenture, the Company will agree to use its reasonable best efforts to obtain the approval of its stockholders that is required under the applicable NYSE rules and regulations to allow the
conversion of the Buyer Convertible Notes in full into shares of Buyer Common Stock. The Indenture will provide that if the Company has not obtained such stockholder approval on or before the three-month anniversary of the Closing, the interest
payable on the Buyer Convertible Notes will increase to 10.00% per year until such stockholder approval is obtained and if the Company has not obtained such stockholder approval on or before the six-month anniversary of the Closing, the
interest payable on the Buyer Convertible Notes will increase to 12.00% per year until such stockholder approval is obtained.
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A holder of Buyer Convertible Notes will be entitled to convert all or any portion of its Buyer Convertible Notes at its option at any time prior to the close of
business on the business day immediately preceding the earlier of (a) the Requisite Stockholder Approval Date (as defined in the Indenture), (b) the date of the Company’s annual meeting of common stockholders held in calendar year 2028 and (c) June
1, 2028 (the earliest of such date, the “Free Conversion Date”), only upon the occurrence of specified corporate events. On or after the Free Conversion Date until the close of business on the second scheduled trading day immediately preceding the
maturity date, a holder may convert all or any portion of its Buyer Convertible Notes at any time, regardless of the foregoing circumstances.
The conversion rate will initially be 109.8901 shares of Buyer Common Stock per $1,000
principal amount of Buyer Convertible Notes (equivalent to an initial conversion price of approximately $9.10 per share of Buyer Common Stock). The conversion rate will be
subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the
conversion rate for a holder who elects to convert its Buyer Convertible Notes in connection with such a corporate event.
If the Company undergoes certain fundamental change, holders will be entitled to require the Company to repurchase for cash all or any portion of their Buyer
Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Buyer Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Indenture,
which is attached to the Merger Agreement and is incorporated herein by reference.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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The information in Item 1.01 of this Current Report with respect to the Merger Agreement is incorporated herein by reference. The shares of Buyer Common Stock and the
Buyer Convertible Notes that will be issued as Merger Consideration will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). Any shares of Buyer Common Stock that may be issued upon conversion of the Buyer Convertible Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act
as involving an exchange by the Company exclusively with its security holders.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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CFO Appointment
In connection with the Merger, the board of directors of the Company (the “Board”) appointed Brian LaRose
as the Chief Financial Officer of the Company, to serve as its principal financial officer, effective April 28, 2026. Mr. LaRose will succeed Adrianne B. Lee in this executive officer position as of such date.
Brian LaRose, age 53, has served as the Chief Financial Officer of TCS since May 2025, and will continue in such role until he commences
employment as the Company’s Chief Financial Officer. Prior to that, Mr. LaRose served in various senior level positions at Petco Health and Wellness Company, Inc. (“Petco”), including as its Chief Financial Officer from August 2021 to February 2025, and as its Senior Vice President, Finance from September 2020 to August 2021. Prior to joining Petco, Mr. LaRose served
as Divisional CFO for HP’s 3D printing business unit. He previously led the separation management office during the separation of HP into two publicly traded Fortune 50 companies – at the time, the largest such split in U.S. history. During
his 17 years with HP, Mr. LaRose also led HP’s SEC reporting group and managed investor relationships in over 15 countries. Mr. LaRose began his career with Deloitte’s mergers and acquisitions, and audit practices. Mr. LaRose is a member of
the board of directors of the National Foundation for Autism Research, where he also serves as Treasurer. Mr. LaRose holds a bachelor’s degree from Colby College, and a master’s degree in business administration and a master’s degree in
accounting from Northeastern University.
5
There are no arrangements or understandings between Mr. LaRose and any other person pursuant to which Mr. LaRose was selected as an officer.
Mr. LaRose does not have any family relationship with any of the Company’s directors or executive officers.
Neither Mr. LaRose nor any of his immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company
or any of the Company’s subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Mr. LaRose’s appointment, the Company entered into an Employment Agreement with Mr. LaRose, effective as of the CFO Transition Date (the “CFO Employment Agreement”).
Under the CFO Employment Agreement, Mr. LaRose will receive an annual base salary of $700,000 and will also be eligible to receive an annual cash performance bonus
subject to the achievement of performance goals established by the Board or the compensation committee thereof, with a target bonus equal to 125% of his annual base salary. In addition, in connection with his commencement of employment, Mr. LaRose
will be granted sign-on equity awards with an aggregate target value of $2,500,000 that will vest over a period of four years, with 70% granted in the form of time-based restricted stock units and the remaining 30% granted in the form of
performance shares. Mr. LaRose will also be eligible for future equity awards in the discretion of the Board or the compensation committee thereof.
In the event of the Company’s termination of Mr. LaRose without Cause (as defined in the CFO Employment Agreement) or Mr. LaRose’s resignation for Good Reason (as
defined in the CFO Employment Agreement) (each, a “Qualifying Termination”), Mr. LaRose will be entitled to the following severance benefits (subject to execution and non-revocation of a
release of claims): (i) twelve months of Mr. LaRose’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) a prorated target annual bonus for the year of termination; and (iv) twelve months’
accelerated vesting of time-based equity awards; provided, however, that, if such Qualifying Termination occurs within 12 months following a Change in Control, then, in lieu of the foregoing benefits, Mr. LaRose will be entitled to the following
severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Mr. LaRose’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) his target annual bonus for
the year of termination; and (iv) full accelerated vesting of all time-based equity awards. Performance-based equity awards will be governed by the applicable award agreements.
The CFO Employment Agreement also contains customary non-competition and non-solicitation provisions.
In connection with his appointment, Mr. LaRose will also enter into the Company’s standard form of indemnification agreement for directors and officers.
President Appointment
In connection with the anticipated closing of the Company’s previously announced acquisition of The Brand House Collective (“TBHC,” and such acquisition, the “TBHC Merger”), the Board appointed Amy E. Sullivan as the President of the Company, subject to and effective as of the
closing of the TBHC Merger, to succeed Adrianne B. Lee in this executive officer position as of such date. Ms. Lee will continue to serve as Chief Financial Officer until April 27, 2026, as described above.
Ms. Sullivan, age 47, has served as the President and Chief Executive Officer of TBHC, and as a member of TBHC’s board of directors, since February 2024. Prior to
that time, Ms. Sullivan served as TBHC’s President and Chief Operating Officer beginning in April 2023, and as TBHC’s Senior Vice President and Chief Merchandising and Stores Officer beginning in February 2022. Ms. Sullivan joined TBHC in 2012 as a
Divisional Merchandising Manager and was promoted to Vice President of Merchandising in January 2019, a position she held until February 2022. Prior to joining TBHC, Ms. Sullivan spent a decade in the fashion apparel industry where she served in
several merchandising leadership roles in specialty retail. Ms. Sullivan served as a Senior Merchandising Manager at Lane Bryant from 2011 to 2012, Senior Merchandising Manager at Lands' End from 2010 to 2011 and as a Senior Merchant at Express
from 2008 to 2010. In each of these roles she was responsible for women's apparel. Ms. Sullivan also served as Product Development Manager at Kohl's, Product Development Manager at JCPenney and Merchandiser at Vanity Fair Corporation. She earned
her Bachelor of Science in Textiles, Merchandising and Design from Middle Tennessee State University in 2002.
6
There are no arrangements or understandings between Ms. Sullivan and any other person pursuant to which Ms. Sullivan was selected as an officer.
Ms. Sullivan does not have any family relationship with any of the Company’s directors or executive officers.
Neither Ms. Sullivan nor any of her immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company
or any of the Company’s subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Ms. Sullivan’s appointment, the Company will enter into an Employment Agreement with Ms. Sullivan, effective as of the closing of the TBHC Merger
(the “President Employment Agreement”).
Under the President Employment Agreement, Ms. Sullivan will receive an annual base salary of $700,000 and will also be eligible to receive an annual cash performance
bonus subject to the achievement of performance goals established by the Board or the compensation committee thereof, with a target bonus equal to 100% of her annual base salary. In addition, effective on the date of the closing of the TBHC Merger,
Ms. Sullivan was granted sign-on equity awards with an aggregate target value of $3,000,000 that will vest over a period of four years, with 70% granted in the form of time-based restricted stock units and the remaining 30% granted in the form of
performance shares. Ms. Sullivan’s sign-on equity awards were granted under the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Restated Plan”) and were granted out of the
share reserve increase under the Restated Plan that is subject to stockholder approval at the Company’s 2026 annual meeting of stockholders. As a result, such awards are subject to such stockholder approval, and if such approval is not obtained as
required under the Restated Plan, these awards will be forfeited. Ms. Sullivan will also be eligible for future equity awards in the discretion of the Board or the compensation committee thereof.
In the event of the Company’s termination of Ms. Sullivan without Cause (as defined in the President Employment Agreement) or Ms. Sullivan’s resignation for Good
Reason (as defined in the President Employment Agreement) (each, a “Qualifying Termination”), Ms. Sullivan will be entitled to the following severance benefits (subject to execution and
non-revocation of a release of claims): (i) twelve months of Ms. Sullivan’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) a prorated target annual bonus for the year of termination; and (iv)
twelve months’ accelerated vesting of time-based equity awards; provided, however, that, if such Qualifying Termination occurs within 12 months following a Change in Control, then, in lieu of the foregoing benefits, Ms. Sullivan will be entitled to
the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Ms. Sullivan’s then in-effect base salary; (ii) twelve months of continued health, dental and vision coverage; (iii) her target
annual bonus for the year of termination; and (iv) full accelerated vesting of all time-based equity awards. Performance-based equity awards will be governed by the applicable award agreements.
The President Employment Agreement will also contain customary non-competition and non-solicitation provisions.
In connection with her appointment, Ms. Sullivan will also enter into the Company’s standard form of indemnification agreement for directors and officers.
COO Appointment
In connection with the anticipated closing of the TBHC Merger, the Board appointed Lisa Foley as the Chief Operating Officer of the Company, subject to and effective
as of the closing of the TBHC Merger.
7
Ms. Foley, age 49 previously served as Chief Marketing Officer at TBHC from October 2025 to April 2026, and, from June 2024 to September 2025, served as Vice President
of Marketing at Pink Lily where she was the head of marketing and ecommerce. Prior to that, from April 2022 to June 2023, Ms. Foley was Vice President & Head of Marketing and E-commerce and, from June 2021 to May 2022, was Vice President of
Marketing at Kirkland’s. Ms. Foley has also held leadership roles at Crate & Barrel, Claire’s and Mars Petcare. She has also served as an Adjunct Professor of Digital Marketing at Vanderbilt University. Ms. Foley earned her Bachelor of Arts in
Journalism from the University of New Hampshire in 1999 and an M.B.A. from Vanderbilt University Owen Graduate School of Management in 2008.
There are no arrangements or understandings between Ms. Foley and any other person pursuant to which Ms. Foley was selected as an officer.
Ms. Foley does not have any family relationship with any of the Company’s directors or executive officers.
Neither Ms. Foley nor any of her immediate family members has had (or proposes to have) a direct or indirect material interest in a transaction in which the Company or
any of the Company’s subsidiaries was (or is to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Ms. Foley’s appointment, the Company will enter into an Employment Agreement with Ms. Foley, effective as of the closing of the TBHC Merger (the “COO Employment Agreement”).
Under the COO Employment Agreement, Ms. Foley will receive an annual base salary of $500,000 and will also be eligible to receive an annual cash performance bonus
subject to the achievement of performance goals established by the Board or the compensation committee thereof, with a target bonus equal to 50% of her annual base salary. In addition, effective on the date of the closing of the TBHC Merger, Ms.
Foley was granted sign-on equity awards with an aggregate target value of $1,500,000 that will vest over a period of four years, with 70% granted in the form of time-based restricted stock units and the remaining 30% granted in the form of
performance shares. Ms. Foley’s sign-on equity awards were granted under the Company’s Restated Plan and were granted out of the share reserve increase under the Restated Plan that is subject to stockholder approval at the Company’s 2026 annual
meeting of stockholders. As a result, such awards are subject to such stockholder approval, and if such approval is not obtained as required under the Restated Plan, these awards will be forfeited. Ms. Foley will also be eligible for future equity
awards in the discretion of the Board or the compensation committee thereof.
In the event of the Company’s termination of Ms. Foley without Cause (as defined in the COO Employment Agreement) or Ms. Foley’s resignation for Good Reason (as
defined in the COO Employment Agreement) (each, a “COO Qualifying Termination”), Ms. Foley will be entitled to the following severance benefits (subject to execution and non-revocation of
a release of claims): (i) twelve months of Ms. Foley’s then in-effect base salary; and (ii) twelve months of continued health, dental and vision coverage; provided, however, that, if such COO Qualifying Termination occurs within 12 months following
a Change in Control, then, in lieu of the foregoing benefits, Ms. Foley will be entitled to the following severance benefits (subject to execution and non-revocation of a release of claims): (i) twelve months of Ms. Foley’s then in-effect base
salary; (ii) twelve months of continued health, dental and vision coverage; (iii) her target annual bonus for the year of termination; and (iv) full accelerated vesting of all time-based equity awards. Performance-based equity awards will be
governed by the applicable award agreements.
The COO Employment Agreement will also contain customary non-competition and non-solicitation provisions.
In connection with her appointment, Ms. Foley will also enter into the Company’s standard form of indemnification agreement for directors and officers.
Additionally, Leah Putnam, the Company’s Chief Accounting Officer and principal accounting officer, will depart from the Company effective May 15,
2026, at which time she will cease serving in those roles. Upon her departure, Ms. Putnam will receive the cash severance benefits to which she is entitled under the Company’s Key Employee Severance Plan and certain accelerated vesting of her
equity awards.
| Item 7.01 |
Regulation FD Disclosure.
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On April 2, 2026, the Company issued a letter to shareholders announcing entry into the Merger Agreement and management changes described in this Current Report on
Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities
Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
8
| Item 9.01. |
Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit Number
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Exhibit Description
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2.1*
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Agreement and Plan of Merger, dated as of April 2, 2026, by and among Bed Bath and Beyond, Inc., Falcon Merger Sub, LLC and The Container Store Holdings, LLC
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10.1*
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Transaction Support Agreement, dated as of April 2, 2026, by and among, Bed Bath and
Beyond, Inc., The Container Store Holdings, LLC and the other persons party thereto
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10.2
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Put Agreement, dated as of April 2, 2026, by and among Bed Bath and Beyond, Inc., and the Specified Lenders
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99.1
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Letter to Shareholders, dated April 2, 2026.
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
|
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Reporting Company agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the SEC upon request.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the proposed Merger and the Company’s planned management changes. Forward-looking statements are neither
promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements, including, but not limited to uncertainties as to the timing of the consummation of the proposed Merger and the ability of the parties to consummate the proposed Merger; the satisfaction of
the conditions precedent to consummation of the proposed Merger; any litigation related to the proposed Merger; disruption of the Company’s or TCS’s current plans and operations as a result of the proposed Merger; the ability the Company or TCS to
retain and hire key personnel; competitive responses to the proposed Merger; unexpected costs, charges or expenses resulting from the proposed Merger; the ability of the Company to successfully integrate TCS’s operations; the ability of the Company
to implement its plans, forecasts and other expectations with respect to TCS’s business after the completion of the proposed Merger, if consummated; the ability of the Company to realize the anticipated synergies and related benefits from the
proposed Merger in the anticipated amounts or within the anticipated timeframes or at all; and the ability to maintain relationships with the Company’s and TCS’s respective employees, customers, other business partners and governmental authorities.
These and other important factors are discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026, and in its subsequent filings with
the SEC.
9
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 hereunto duly authorized.
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BED BATH & BEYOND, INC.
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By:
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/s/ Marcus Lemonis
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Marcus Lemonis
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Chief Executive Officer
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Date:
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April 2, 2026
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Exhibit 99.1
Letter to Shareholders from Marcus Lemonis, Executive Chairman and CEO:
The Growth Phase
MURRAY, Utah – April 2, 2026 – Bed Bath & Beyond, Inc. (NYSE: BBBY) (“Bed
Bath & Beyond” or “BBBY”) has issued the following letter from Marcus Lemonis, Executive Chairman and Chief Executive Officer of Bed Bath & Beyond:
Dear Shareholders,
I want to start by sharing how I think about the acquisition of The Container Store, Elfa, and Closet Works, and why I believe this transaction is a critical step for our company.
For the past eighteen months, we have studied this business closely. In 2024, we had the opportunity to invest and chose not to move forward due to my concerns around leadership, strategic direction of the brand, and
the health of the company’s balance sheet. Shortly thereafter, the business entered bankruptcy.
What I saw over time was a business with strong brand equity, a desirable physical footprint, and, most importantly, a group of teammates who care deeply about the customer.
This transaction will fill critical gaps in both our retail and home services strategy. As we build our company platform, any additional assets including talent must serve a clear purpose to our company’s long-term
strategy.
With that context, I am pleased to share the actions we have taken.
I believe today marks the beginning of our next phase of growth.
Alongside early signs of revenue growth and earnings improvement in the first quarter of 2026 vs. the first quarter of 2025, we have closed on the acquisition of Kirkland’s and signed definitive agreements to bring
The Container Store, Elfa, and Closet Works into our Everything Home ecosystem.
Additional details regarding these transactions will be provided in our forthcoming filings.
We have been disciplined in how we approach transactions, and we believe the acquisitions we have completed to date validate our approach. Each has been structured to be accretive, operationally actionable, and
aligned with our long-term strategy.
We are actively working on additional acquisitions across each of our pillars and look forward to providing updates as those opportunities progress.
Kirkland’s will operate just over 230 locations nationwide and has been a leader in home décor and seasonal merchandise since 1966. We believe this addition strengthens our presence in key categories that drive both
traffic and margin, while providing a flexible store base that can be integrated into our broader platform.
We have also signed definitive agreements to merge three premium businesses into our company, The Container Store, Elfa, and Closet Works, each aligned with our three pillar strategy: the Omni Channel Retail Pillar,
the Products and Services Pillar, and the Home Services Pillar.
Pursuant to these agreements, we have agreed to acquire Elfa, one of the world’s leading home organization systems based in Malmö, Sweden, and Closet Works, based in the greater Chicago area. These businesses will
serve as foundational anchors of our Home Services Pillar.
In addition, we have agreed to acquire The Container Store, founded in Dallas, Texas, which will join Bed Bath and Beyond, Overstock.com, buybuybaby.com, and Kirkland’s to round out our Omni Channel Retail Pillar.
From a transaction standpoint, we were disciplined in how we structured this agreement. The consideration includes our common stock priced at $7.00 per share and notes convertible into our common stock at
approximately $9.10 per share, respectively, representing a meaningful premium to our recent trading levels, including our 30-day volume weighted average price. We believe this structure reflects the value of our platform, aligns all parties around
long-term performance, and reinforces our commitment to executing transactions that are both strategically and economically sound.
We were pleased that these sophisticated investors shared in our vision and recognized the value of our ability to execute on the synergies of the platform at scale that we are creating in our Everything Home
ecosystem.
We believe we have assembled a lineup of brands that covers the most important categories that help turn a house into a home, with a clear mandate to make that process simple and affordable.
We have studied The Container Store business for over eighteen months because it brings not only more than 100 trophy locations, but also a culture and operating discipline that aligns with the standards we are
building. These locations represent over 2.2 million square feet of premium retail space.
Today, the utilization of those assets falls below our expectations. We see a meaningful opportunity to better leverage these locations by expanding assortment, introducing additional brands, and creating a more
comprehensive experience for the homeowner.
As part of this reimagination, these locations will be branded The Container Store / Bed Bath and Beyond.
With an average footprint of approximately 21,000 square feet per store, these locations will feature a combination of merchandise across bed, bath, storage and organization, kitchen, and entertaining. More
importantly, they will significantly expand their existing home services offering.
In addition to modular and custom closets, we will introduce flooring, lighting, kitchen, laundry room, and bathroom cabinetry, creating a more complete solution, which we believe will help drive both revenue and
margin expansion.
The Home Services Pillar is central to this strategy.
Elfa and Closet Works establish our capability in design, customization, and installation, allowing us to move beyond product sales into full service solutions and bring us closer to the homeowner.
At the same time, we continue to build the Products and Services Pillar through insurance, financial, and transaction-based offerings that complement both our retail and home services businesses.
Leadership
Execution of this strategy is anchored by a cohesive senior leadership team at the Bed Bath and Beyond parent company.
Amy Sullivan will serve as President, responsible for the performance and integration of the entire enterprise across all three pillars. Additionally, she will oversee the Omni Channel Retail Pillar, including the
performance and integration of our retail brands including Overstock.com, Bed Bath and Beyond, The Container Store, Kirkland’s, and buybuybaby.com. She brings deep experience across merchandising, store operations, and brand development, and will
lead the continued scaling of our ecosystem.
Lisa Foley will transition from Chief Marketing Officer to Chief Operating Officer, with responsibility for operational execution across the enterprise.
Brian LaRose will serve as Chief Financial Officer, overseeing financial strategy, capital allocation, and performance discipline.
Together, Amy, Lisa, and Brian will form the senior leadership team with me, working together to execute our strategy and integrate our acquisitions.
At the operating level, we will continue to empower experienced leaders within our businesses.
Anders Hahn will be named Chief Executive Officer of Elfa. Having served as President for the past ten years, Anders will lead the continued growth and expansion of Elfa.
Adrianne Lee has decided to leave the Company at the end of April to pursue a new opportunity. I appreciate her service and contributions to the Company over the past six years and wish her well in her future
endeavors.
Execution
We are focused on disciplined integration, clear execution, and delivering shareholder value. We believe we can deliver at least $40 million of annualized cost savings and productivity efficiencies within 12 to 18
months from fully integrating Kirkland’s Home, The Container Store, Elfa, and Closet Works.
We anticipate closing the acquisition of The Container Store, Elfa, and Closet Works in July 2026.
Closing
These transactions mark a significant step in building our three pillar Everything Home ecosystem.
We are strengthening our Omni Channel Retail Pillar, establishing the foundation of our Home Services Pillar, and continuing to build our Products and Services Pillar in a way that connects how customers shop,
improve, and manage their homes.
The strategy is set. Now it is about execution. Integrating these businesses, unlocking their full potential, and delivering measurable results.
We are confident in our strategy, our team, and the long-term value we are building.
Thank you for your continued support.
Sincerely,
Marcus Lemonis
Executive Chairman and Chief Executive Officer
Bed Bath and Beyond, Inc.
About Bed Bath & Beyond
Bed Bath & Beyond, Inc. (NYSE:BBBY) is building an integrated home ecosystem designed to make living in, financing, protecting, and caring for a home simpler, more accessible, and more
affordable. Through a portfolio of trusted retail brands—including Bed Bath & Beyond, buybuy BABY, Overstock, and Kirkland’s—the Company serves millions of customers through omnichannel experiences that act as the front door to the home. These
brands generate meaningful engagement, transaction data, and long-term customer relationships across every stage of home ownership and family life. At the center of this ecosystem is Beyond, the Company’s loyalty, data, and services layer, where
commerce, financial services, insurance, and protection products converge. By leveraging an asset-light model and a growing home products and services business—including installation, maintenance, and ongoing care—Beyond reduces friction, lowers
costs, and expands access for consumers while increasing lifetime value and engagement. The Company also invests in and operates differentiated blockchain and data infrastructure, including tZERO and GrainChain, which enhance transparency,
efficiency, and liquidity across financial services, supply chains, and real-world assets. These capabilities support secure transactions, trusted data, and innovative ownership and financing models aligned with the future of the home. Together,
Bed Bath & Beyond’s retail brands, digital platforms, financial and protection services, and technology investments form a connected system designed to advocate for consumers while generating durable, recurring value for shareholders.
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: anticipated annualized cost savings; the planned acquisitions of The Container Store, Elfa, and Closet
Works; and the Company’s strategies, forecasts, financial outlook, and plans, and the related expected benefits, shareholder value and synergies, and timing 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, 2025, filed with the SEC on February 24, 2026, and in our subsequent
filings with the SEC.
|
Contact Information
Investor Relations
ir@beyond.com
pr@beyond.com
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FAQ
What major transaction did Bed Bath & Beyond (BBBY) announce in this 8-K?
Bed Bath & Beyond entered a Merger Agreement for Falcon Merger Sub, LLC to merge with The Container Store Holdings, LLC, making TCS a wholly owned subsidiary. The deal uses a $150,000,000 purchase price funded with senior convertible notes and common stock.
How is the Bed Bath & Beyond (BBBY) and Container Store merger structured financially?
The company will issue senior convertible notes with at least $54,000,000 aggregate principal and common stock priced at $7.00 per share, subject to a 19.99% cap on shares issued. Any excess equity consideration above that threshold is replaced by additional Buyer Convertible Notes at $7.00 per share.
What are the key terms of the Buyer Convertible Notes issued by BBBY?
Buyer Convertible Notes are senior unsecured obligations bearing 5.00% annual interest, potentially rising to 10.00% and 12.00% if shareholder approval for full conversion is delayed. They mature seven years after closing and initially convert at 109.8901 shares per $1,000 principal, about $9.10 per share.
What synergy and cost savings targets does Bed Bath & Beyond (BBBY) disclose?
The shareholder letter states a goal of at least $40 million of annualized cost savings and productivity efficiencies within 12 to 18 months. This target relates to fully integrating Kirkland’s Home, The Container Store, Elfa, and Closet Works into the company’s broader Everything Home ecosystem.
Which leadership changes accompany BBBY’s acquisition strategy?
Brian LaRose will become Chief Financial Officer, Amy Sullivan will become President, and Lisa Foley will become Chief Operating Officer, each under new employment agreements. Current CFO Adrianne Lee and Chief Accounting Officer Leah Putnam will depart, with Ms. Putnam receiving severance and equity vesting per existing plans.
How are TCS equity holders and lenders supporting the Bed Bath & Beyond (BBBY) merger?
A Transaction Support Agreement covers holders of 80.47% of TCS equity and 90.75% of term loan principal. They agree to support the merger, restrict transfers unless joinders are signed, and, for equity holders, vote in favor of the deal, helping align stakeholders behind the transaction.
What lock-up and registration rights will TCS holders receive in the BBBY deal?
At closing, a Registration Rights and Lock-Up Agreement will require BBBY to file a shelf registration for merger shares and conversion shares. Two-thirds of each holder’s merger shares are locked for 180 and 270 days, with earlier release if VWAP reaches $9.80 or $14.00 for 20 straight trading days.