UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 1, 2021 (
(Exact name of registrant as specified in its charter)
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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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Securities registered pursuant to Section 12(b) of the Act:
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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. |
On January 29, 2021 Bed Bath & Beyond Inc. (the “Company”) entered into an amendment to the $150 million accelerated share repurchase agreement dated January 7, 2021 (the “ASR Agreement”) with JPMorgan Chase Bank, National Association (the “Bank”), such amended ASR Agreement (the “Amended ASR Agreement”). Pursuant to the terms of the Amended ASR Agreement, the Company and the Bank have agreed that the final settlement date will occur no later than April 2021, with the settlement date determined at the Bank’s option within an agreed range and that the exact number of shares repurchased under the Amended 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 Amended ASR Agreement, subject to adjustments.
| 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) | |
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 thereunto duly authorized.
| BED BATH & BEYOND INC. | ||||||
| (Registrant) | ||||||
| Date: February 1, 2021 | By: | /s/ Gustavo Arnal | ||||
| Gustavo Arnal | ||||||
| Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | ||||||