Bed Bath & Beyond completes acquisition of The Container Store for stock and convertible notes

BED BATH & BEYOND, INC.

Issued 13.7M shares of common stock and $112.6M of 5.00% convertible senior notes due 2033 as consideration.
Convertible notes have initial conversion price of ~$9.10 per share; interest rate increases to 10% if stockholder approval not obtained within 3 months.
Two-thirds of shares subject to lock-up; 50% released after 180 days or VWAP >= $9.80 for 20 days, other 50% after 270 days or VWAP >= $14.00.
Company repurchased 286,663 shares and cancelled $1.3M of notes to repay certain TCS loans.
Registration rights agreement requires filing of shelf registration statement within 60 days of closing.

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