# BED BATH & BEYOND, INC. (BBBY-WT) — merger [pending]
Source: SEC API (secapi.ai) · situation sit_65cf4bd886b6058f2fbc · retrieved 2026-08-11T15:49:15.127Z

## Overview
Bed Bath & Beyond, Inc. is a home furnishings retailer that operates The Container Store, a storage and organizing solutions retailer with 98 stores across 34 states, along with its Swedish subsidiary Elfa which manufactures customizable shelving systems.

On July 8, 2026, Bed Bath & Beyond, Inc. completed its acquisition of The Container Store Holdings, LLC pursuant to an Agreement and Plan of Merger dated April 2, 2026. As consideration, BBBY issued an aggregate of 13,714,287 shares of Common Stock and $112,553 thousand aggregate principal amount of 5.00% Convertible Senior Notes due 2033. Immediately after closing, BBBY repurchased 286,663 shares and cancelled $1,299 thousand of Convertible Notes in connection with repayment of certain Container Store loans. The Convertible Notes are senior, unsecured obligations maturing July 8, 2033, with an initial conversion price of approximately $9.10 per share.

## Terms
- Counterparty: The Container Store Holdings, LLC · Deal value: $112.6M · Consideration: mixed · Price/share: $9.1

## Key dates
- Announced 2026-07-27 · Expiry 2031-12-31

## Timeline
- 2026-07-27 · 8-K (0001140361-26-029774): 8-K - BED BATH & BEYOND, INC. — *Bed Bath & Beyond, Inc. is a Delaware corporation engaged in retail operations; it is acquiring F9 Brands, Inc., which operates manufacturing and building products businesses through subsidiaries including Cabinets To Go, LLC, LumLiq2, LLC, and Southwind Building Products, LLC.* Bed Bath & Beyond, Inc. entered into a merger agreement on July 23, 2026 to acquire F9 Brands, Inc. through a two-step merger structure. The total consideration includes: (a) $7,000,000 in cash; (b) approximately 18,100,000 shares of BBBY common stock (subject to adjustment for employee incentive program purchases); (c) two manufacturing facilities in Sweden and one in Poland; (d) a $4,600,000 promissory note due within 90 days of closing and guaranteed by BBBY; and (e) contingent earnout consideration of $12,500,000 payable if the target's operating subsidiaries achieve at least $20,000,000 of trailing twelve-month EBITDA at the end of any fiscal quarter from September 30, 2026 through December 31, 2031. The earnout is payable only once and will be distributed as discretionary bonuses to target employees subject to continued employment.
  https://www.sec.gov/Archives/edgar/data/1130713/0001140361-26-029774.txt
- 2026-08-04 · 8-K (0001140361-26-031294): 8-K - BED BATH & BEYOND, INC. — *Bed Bath & Beyond, Inc. is a home furnishings retailer that operates The Container Store, a storage and organizing solutions retailer with 98 stores across 34 states, along with its Swedish subsidiary Elfa which manufactures customizable shelving systems.* On July 8, 2026, Bed Bath & Beyond, Inc. completed its acquisition of The Container Store Holdings, LLC pursuant to an Agreement and Plan of Merger dated April 2, 2026. As consideration, BBBY issued an aggregate of 13,714,287 shares of Common Stock and $112,553 thousand aggregate principal amount of 5.00% Convertible Senior Notes due 2033. Immediately after closing, BBBY repurchased 286,663 shares and cancelled $1,299 thousand of Convertible Notes in connection with repayment of certain Container Store loans. The Convertible Notes are senior, unsecured obligations maturing July 8, 2033, with an initial conversion price of approximately $9.10 per share.
  https://www.sec.gov/Archives/edgar/data/1130713/0001140361-26-031294.txt

## Citations
- 0001140361-26-029774 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126029774
- 0001140361-26-031294 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126031294