June 15, 2023 – The Court hearing the Bed Bath & Beyond Inc. cases issued a final order authorizing the Debtors to access: (i) $40.0mn in new money, debtor-in-possession (“DIP”) financing provided by certain prepetition lenders (with Sixth Street Specialty Lending, Inc. as administrative agent), (ii) roll-up $200.0mn of amounts owed to Sixth Street, et al, under the Debtors’ Prepetition FILO Facility (see “Indebtedness” and “Roll-Up Allocation” tables below) and (iii) continue using cash collateral [Docket No. 729, with the DIP loan credit agreement filed as Exhibit A of Docket No. 716]. 

On April 24th, the Court issued an interim DIP order authorizing access to the entirety of the $40.0mn of new money and approving the 5:1, $200.0mn Sixth Street roll-up (now done), so little is concretely changed in terms of borrowing limits by this final order.

The final DIP order (blackline at Docket No. 718.1) does, however, add significant new text (reprinted below) to reflect a settlement reached with the Debtors' Official Committee of Unsecured Creditors (the "Committee") principally as to how the proceeds from sold collateral are to be split...with DIP Secured Parties and Prepetition FILO Secured Parties to recover $515.0mn (cash) in respect of amounts owed to them (DIP and prepetition debts) before beginning to share further amounts with the Debtors' estates/unsecured creditors.

Case Status

On April 23, 2023, Bed Bath & Beyond Inc. and 73 affiliate debtors (Nasdaq: BBBY, “BBB“ or the “Debtors”) filed for Chapter 11 protection noting estimated assets between $1.0bn and $10.0bn; and estimated liabilities between $1.0bn and $10.0bn (the Debtors' most recent 10-Q notes assets of $4.4bn and liabilities of $5.2bn as at September 30, 2022, and the Debtors note that they filed with $1.82bn of funded debt) At filing, the Debtors, “an omnichannel retailer with 949 stores and numerous websites,*” noted their intention to pursue "an orderly wind-down" while being prepared to pivot to an asset sale should the opportunity arise.

* As of November 26, 2022, the Company had a total of 949 stores, including 762 Bed Bath & Beyond stores in all 50 states, the District of Columbia, Puerto Rico and Canada, 137 buybuy BABY stores and 50 stores under the names Harmon, Harmon Face Values or Face Values. The Company operates websites at bedbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca, harmondiscount.com, and facevalues.com.

On April 23rd, the Debtors filed a motion requesting approval of (i) proposed bidding procedures order in relation to the sale of the substantially all or any portion of the Debtors’ assets and (ii) a proposed auction/sale timetable culminating in an auction on June 2nd and a sale hearing on June 7th. The Debtors, who conceded that their recent "prepetition sale process proved unsuccessful, producing limited interest," are nonetheless going to embark on what investment banker Lazard (who contacted over 100 potential investors over the last nine months) characterizes as "the last, best chance for the Debtors to realize a going concern value for some or all of their Debtors’ Assets." 

Also on April 23rd, the Debtors filed a motion requesting Court authority to conduct store closing sales in respect of 473 stores operating under the Bed Bath & Beyond (BBBY-US) and BuyBuyBaby (BABY-US) banners with Hilco Merchant Resources, LLC (“Hilco”) to continue as liquidation consultant in respect of a store closing process which has (over the last 12 months) "reduced their store footprint by approximately 482 stores, leaving the Debtors with approximately 473 stores." The Debtors estimate that "net sales proceeds from all Sales at the remainder of the Debtors’ stores will be approximately $718 million." A substantially identical final store closing/consultancy agreement order was issued on June 7th.

On June 13th, in advance of an oft-extended June 12th deadline, the Debtors notified the Court that they had selected Overstock.com, Inc. ($21.5 cash bid) as their stalking horse bidder in respect of a sale of substantially all of BBBY's intellectual property with the significant exclusion of IP related to the Debtors' “HARMON” and “buybuyBaby” brands.

Committee Settlement

The final DIP order adds: "In settlement of disputes with the Committee relating to entry of this Final DIP Order, the Debtors, the Committee, the Prepetition Secured Parties and the DIP Secured Parties agree to the settlement described below, which shall continue to apply in all respects following the occurrence of, and during the continuation of, a Termination Event or an ABL Cash Collateral Termination Event and in any Successor Cases.

Until (i) the Prepetition ABL Secured Obligations are Paid in Full and (ii) the DIP Secured Parties and Prepetition FILO Secured Parties indefeasibly recover $515,000,000 in cash in respect of principal plus interest on such principal amount plus fees (each as provided for under this Final Order and the Prepetition Facility) on account of the DIP Obligations and the Prepetition FILO Secured Obligations (the sum of 60(b)(i) and (ii), the “Initial Sharing Threshold”), all proceeds of all Prepetition Collateral and DIP Collateral shall be distributed in accordance with the terms of this Final Order and the DIP Documents (other than for the avoidance
of doubt, the terms of paragraph 60(c) and (d)).

Once the Initial Sharing Threshold is reached and until the Second Sharing Threshold (as defined below), all proceeds of DIP Collateral and Prepetition Collateral shall be distributed as follows:

1. 100% of the proceeds of all Prepetition Collateral and DIP Collateral other than those assets described in paragraphs 60(c)(ii)–(vi) below shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties;
2. 80% of the proceeds of all claims related to Price Gouging Claims11 and Shipping Claims12 (“Shipping and Price Gouging Claim Proceeds”) shall be distributed to the Prepetition FILO Secured Parties and 20% of the Shipping and Price Gouging Claim Proceeds shall be distributed to the Estates for the benefit of general unsecured creditors;
3. 60% of the proceeds of all Specified Estate Claims13 (such proceeds, the “Specified Estate Claim Proceeds”) shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties and with the remaining 40% to be distributed to the Estates;
4. 50% of the proceeds of all Other Liability Claims14 (such proceeds, “Other Liability Claim Proceeds”) shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties and 50% of the Other Liability Claim Proceeds shall be distributed to the Estates;
5. 50% of the proceeds of the payment card interchange fee and merchant discount antitrust litigation filed (the “Interchange Litigation Proceeds”) shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties and 50% of the Interchange Litigation Proceeds shall be distributed to
   the Estates; and
6. 100% of the proceeds of preference actions brought under Chapter 5 of the Bankruptcy Code against non-insiders of the Debtors (“Preference Action Proceeds”) shall be distributed to the Estates.

After (i) the Estates have recovered $25 million pursuant to paragraph 60(c) and (ii) the DIP Secured Parties and Prepetition FILO Secured Parties indefeasibly recover $550,000,000 in cash plus interest and fees (each as provided for under this Final Order and the Prepetition Facility) on account of the DIP Obligations and the Prepetition FILO Secured Obligations (the sum of 60(d)(i) and (ii), the “Second Sharing Threshold”), all proceeds of all Prepetition Collateral and DIP Collateral shall be distributed as follows:

1. 80% of the proceeds of all Prepetition Collateral and DIP Collateral other than the assets described in paragraphs 60(d)(ii)–(vi) below shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties, and 20% of such Prepetition Collateral and DIP Collateral shall be distributed to the Estates;
2. 65% of the Shipping and Price Gouging Claim Proceeds shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties and 35% shall be distributed to the Estates; 
3. 50% of the Specified Estate Claim Proceeds shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties and 50% shall be distributed to the Estates;
4. 50% of the Other Liability Claim Proceeds shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties and 50% shall be distributed to the Estates;
5. 50% of the Interchange Litigation Proceeds shall be distributed to the Prepetition FILO Secured Parties and DIP Secured Parties and 50% shall be distributed to the Estates; and
6. 100% of the proceeds of the Preference Action Proceeds shall be distributed to the Estates."

The DIP Motion

The motion [Docket No. 25] states, "The Debtors commence these cases in dire and unprecedented financial straits. Absent immediate access to incremental liquidity in the form of postpetition financing and Cash Collateral, the Debtors risk a disorderly liquidation from the outset of these cases. Entry into the DIP Facility will preserve and maximize the value of the Debtors’ estates in the immediate term, allowing the Debtors to pursue an orderly wind-down of their estates in parallel with a sale, liquidation, or other disposition of their assets. To that end, contemporaneously herewith, the Debtors filed a motion seeking approval of bidding procedures, which will allow the Debtors to continue their extensive prepetition sale process, and a motion to implement wind-down procedures to govern the wind-down of the Debtors’ businesses with the support of Hilco Merchant Resources, LLC (‘Hilco’).

If the Court approves the DIP Facility, the Debtors will use the proceeds of the DIP Facility to, among other things: (a) provide working capital for the Debtors; (b) finance interest, fees, expenses, and other costs related to the DIP Facility; (c) make payments in respect of the Carve-Out and the Reserves; (d) satisfy any adequate protection obligations owed under the DIP Orders; and (e) make permissible payments, including, but not limited to, honoring employee wages and benefits and procuring goods and services, all in accordance with a budget agreed to by the Debtors and the DIP Lenders (the ‘Approved Budget’).

…the Debtors believe that approval of the DIP Facility will maximize the value of the Debtors’ estates for the benefit of all of the Debtors’ stakeholders and is an exercise of the Debtors’ sound business judgment.

…On Friday, April 21, 2023, the DIP Lenders (in their capacity as Prepetition FILO Lenders) approved, and the Prepetition ABL Lenders approved and funded, an emergency over advance of $54 million to ensure payment of critical expenses including, among other things, the Debtors’ payroll and tax obligations (the ‘Emergency Rescue Loan’). By facilitating the Emergency Rescue Loan, I believe that the FILO Lenders and the Prepetition ABL Lenders enabled the Debtors to enter these proceedings on a more stable footing. ”

Marketing Efforts

A declaration in support of the DIP financing filed by the Debtors' investment banker (David Kurtz of Lazard) [Docket No. 36] provides, “On August 31, 2022, Sixth Street provided significant new money commitments in the form of the Prepetition FILO Term Loan Facility. The proceeds of this financing were used to fund the Company’s turnaround plan and acquire inventory to stock the Company’s stores. In connection with the debt raise, the parties amended the Prepetition Credit Agreement to delineate the rights and relative priorities afforded to the Prepetition ABL Lenders and Prepetition FILO Term Loan Lenders in the event of a chapter
11 filing and subsequent debtor-in-possession financing.

In the days leading up to the Petition Date, the Debtors and their advisors engaged in round-the-clock negotiations with the DIP Lenders around the terms of the DIP Facility. Critically, I understand that pursuant to the terms of the Agreement Among Lenders, the Debtors required the consent of both the Prepetition ABL Lenders and the Prepetition FILO Term Loan Lenders prior to receiving debtor-in-possession funds (including the use of cash collateral) from either party. Accordingly, through their negotiations with the DIP Lenders, the Debtors encouraged the Prepetition ABL Lenders and the Prepetition FILO Lenders to reach consensus on
a combined proposal.

The Debtors shared numerous proposals and held multiple telephone conferences with both the advisors to and principals of the DIP Lenders. The parties engaged in hard-fought, arm’s-length negotiations in an effort to reach the best available materials terms under the circumstances described above. Ultimately, the terms of the DIP Facility reflect both the limited amount of time the parties had to negotiate, and the limited market interest in providing alternative financing.

Kurtz continues with some useful background on the Debtors' Q1 2023 effort to stave off bankruptcy via a pair of ill-fated equity-based capital raising efforts: a public offering which ultimately raised only $360.0mn of an anticipated $1.0bn and an up to $300.0mn "at-the-market" share program run by B. Riley (ie, the "Public Offering" and the "B. Riley ATM Program," respectively), with these efforts tanked by the combined impact of a high cash burn and a declining share price (not to mention that the lion's share of the lower-than-expected proceeds had to be used to pay down the Debtors’ Prepetition ABL Facility and cash collateralize outstanding letters of credit).

"In December 2022, Lazard commenced a process to solicit interest in a going concern sale transaction, as well as to solicit interest in providing chapter 11 financing. Lazard initially reached out to a group of potential financial and strategic investors who are experienced in investing in the retail sector, operational turnarounds and/or distressed situations and held meetings with certain of those investors in late December 2022. This initial group was comprised of approximately twenty investors, nine of which had executed confidentiality agreements by the second week of January 2023. Those parties included various financial sponsors, strategic buyers, and money center banks. Several of the parties contacted could have potentially been acquirers of some or all of the Debtors businesses, as well as providers of post-petition financing to fund a going-concern reorganization.

In mid-January 2023, efforts to identify a potential plan sponsor and investors to provide post-petition financing intensified, the universe of potential investors that Lazard engaged with expanded, and diligence continued. The Debtors and Lazard shared diligence materials and financial projections, discussed the structuring of potential transactions, and conducted in-person or telephonic meetings with certain of these parties and the Debtors’ management. The Debtors also received unsolicited inbounds from potential third-party financing sources who expressed some level of interest in potentially providing post-petition financing, which Lazard explored. At the same time, the Debtors’ liquidity position was deteriorating rapidly. By the end of January 2023, as the number of investors that Lazard was engaging with had increased and as investors continued to conduct diligence, it became apparent that the process was unlikely to yield an equity investor and funding provider that would facilitate a going-concern reorganization. By that time, Lazard had engaged with approximately sixty potential investors to solicit interest in serving as an equity investor or plan sponsor, acquiring some or all of the Debtors’ assets or businesses, or providing post-petition financing. Thirty of those parties had executed confidentiality agreements.

In late January 2023, the Debtors and Lazard were approached by an investor (via another investment bank) regarding a potential equity transaction and began negotiating the terms of a potential transaction. Shortly thereafter, a second investor, Hudson Bay Capital Management, LP (‘HBC’), approached the Debtors and expressed an interest in acquiring the equity securities of the Company.

The Debtors engaged in extensive negotiations with the two equity investors, culminating in the closing of an underwritten public offering (‘Public Offering’) of (i) shares of the Series A convertible preferred stock (the ‘Preferred Stock’), (ii) warrants to purchase shares of Series A Convertible Preferred Stock (the ‘Preferred Stock Warrants’) and (iii) warrants to purchase Common Stock on February 7, 2023. The Company received gross proceeds of approximately $225 million on the closing date of the Public Offering and could have received up to an additional approximately $800 million of gross proceeds upon the forced exercise of the Preferred Stock Warrants pursuant to the terms and conditions thereof. Concurrently, to allow the Public Offering to close, the Debtors and the Prepetition Secured Lenders negotiated a waiver and amendment to the Amended Credit Agreement (the ‘Second Amendment to the Credit Agreement’). Under the Second Amendment to the Credit Agreement, the Prepetition Secured Lenders agreed to (i) waive any outstanding defaults under the credit facilities, and (ii) rescind the implementation of acceleration, the requirement to cash collateralize letter of credit obligations, and the default interest owed on outstanding obligations. The Second Amendment to the Credit Agreement also decreased the total revolving commitment from approximately $1.13 billion to $565 million and provided for an increase of $100 million in the FILO facility (the ‘FILO Upsize’) from $375 million to $475 million. The Public Offering provided the Debtors with a much-needed cash infusion, which averted the need for a chapter 11 filing in February 2023.

Following the closing of the Public Offering, Lazard commenced a process to raise incremental liquidity to facilitate additional inventory purchases and refinance the Prepetition Lenders. As part of this process, Lazard reengaged with many of the parties that were involved in the process to identify a plan sponsor or post-petition financing provider in December and January. Lazard and the Debtors analyzed and proposed a range of potential financing structures, hosted management presentations, and facilitated diligence. One of the compelling reasons for potential investors to provide the financing was the projected receipt of up to an additional $800 million of equity proceeds upon exercise of the Preferred Stock Warrants. However, the Company’s share price declined over the near term, which jeopardized the Company’s ability to meet the conditions, including maintaining a minimum share price, to force the exercise of the Preferred Stock Warrants in the future and continue to raise capital per the terms of the Preferred Stock Warrants. As the Company’s stock price declined in the weeks following the closing of the Public Offering, it became apparent that potential financing parties did not have confidence that the Debtors would ultimately receive such additional proceeds. Between February 7, 2023 and March 27, 2023, the holder of the Preferred Stock Warrants exercised the Preferred Stock Warrants for aggregate gross proceeds to the Company of $135,014,000. In total, the Company received approximately $360,000,000 of aggregate gross proceeds in connection with the Public Offering.

In an effort to satisfy certain provisions of the Public Offering and regain confidence in obtaining additional equity proceeds, on March 14, 2023, the Company amended the Preferred Stock Warrants to temporarily adjust the minimum price threshold enabling the Company to force exercise of the Preferred Stock Warrant to $1.00 until April 3, 2023 and amended the Prepetition Credit Agreement to facilitate the receipt of additional equity proceeds. Following these amendments, as Lazard continued to engage with potential investors around a financing transaction, the Company’s share price continued to decline. On March 30, 2023, after raising an aggregate of $360 million in connection with the Public Offering, the Company exchanged the remaining Preferred Stock Warrants for shares of common stock. Concurrently with the exchange of the remaining Preferred Stock Warrants, the Company entered into a sales agreement with B. Riley Securities, Inc., as sales agent, to offer and sell up to $300 million of shares of its common stock from time to time through an ‘at-the-market’ offering program (the ‘B. Riley ATM Program’) with a maximum aggregate offering amount of up to $300 million. Efforts to obtain financing to replace the Prepetition Secured Lenders were ultimately unsuccessful given the uncertainty surrounding the Debtors go-forward liquidity position and the continued deterioration of the business; over forty potential investors were contacted in connection with that financing process, and while certain parties expressed interest in providing some amount of new capital, no party provided a proposal that represented an actionable or comprehensive solution.

The Public Offering and the B. Riley ATM Program provided the Debtors with much-needed cash infusions, which averted the need for a chapter 11 filing in February or March 2023. However, the Debtors’ cash burn continued apace, preventing the Debtors from implementing their anticipated long-term transformation plan while maintaining compliance under the Prepetition Credit Agreement. Further, according to a schedule, the amendment to the Prepetition Credit Agreement that the Debtors entered into in connection with the B. Riley ATM Program contemplated the receipt of a minimum amount of equity proceeds in accordance with the schedule required under the Prepetition Credit Agreement, and as the Debtors’ share price continued to decline further, it became clear that the Debtors would not be able to raise the minimum amount of equity proceeds. In April 2023, Lazard once again reengaged with potential investors in an effort to identify a plan sponsor in connection with a chapter 11 restructuring or a provider of post-petition financing. In connection with that process, Lazard engaged with over thirty parties to assess interest in acquiring all or part of the business or providing DIP financing and no viable buyer was identified and no investors were willing to provide actionable DIP financing proposals. In total, Lazard engaged with over 100 potential investors since December 2022 and over fifty of those parties executed confidentiality agreements. As such, the Debtors again found themselves in an untenable liquidity position, necessitating the commencement of these chapter 11 cases and entry into the DIP Credit Agreement.”

Key Terms of DIP Facility 

• Borrowers: 
  1. Bed Bath & Beyond Inc.
  2. BUY BUY BABY, Inc.
  3. Decorist, LLC
  4. Harmon Stores, Inc.
  5. Bed Bath & Beyond of California Limited Liability Company
• DIP Lenders: 
  1. Sixth Street Specialty Lending, Inc.
  2. Sixth Street Lending Partners
  3. TAO Talents
  4. 1903 Partners, LLC
  5. WhiteHawk Finance LLC
  6. Second Avenue Capital Partners LLC
  7. Callodine Commercial Finance SPV, LLC
  8. Callodine Asset Based Loan Fund II, LP
  9. Callodine Perpetual ABL Fund SPV LLC
• DIP Agent: Sixth Street Specialty Lending, Inc.
• New Money: $40.0mn (all available with interim DIP order)
• Roll-Up: $200.0mn (see table below for allocation amongst DIP lenders)
• Maturity: “Maturity Date” means the earliest of (a) the Interim Facility Maturity Date, (b) August 25, 2023, (c) the filing of a motion by the Loan Parties seeking dismissal of any of the Cases, the dismissal of any of the Cases, or the filing of a motion by the Loan Parties seeking to convert any of the Cases to a case under Chapter 7 of the Bankruptcy Code, (d) the effective date of a chapter 11 plan of any Loan Party, which has been confirmed by an order entered by the Bankruptcy Court in any of the Cases, (e) the date a sale of all or substantially all of the Loan Parties’ assets is consummated under Section 363 of the Bankruptcy Code, (f) the acceleration of the Obligations and the termination of all Commitments hereunder upon the occurrence of an Event of Default in accordance with the DIP Orders and the other Loan Documents, and (g) the date on which the Bankruptcy Court orders the conversion of any of the Cases to a case under Chapter 7 of the Bankruptcy Code.
• Interest Rates: Loans shall bear interest at the sum of the ABR plus 6.75% for ABR Borrowings and 7.75% for Term Benchmark Borrowings.
• Use of Proceeds: The Company shall use the proceeds of the Loans in accordance with the Approved Budget (subject to any Permitted Variances) and the DIP Orders. Subject to entry of the Interim DIP Order, the Company shall use the proceeds of the Roll-Up Term Loans to partially repay the Prepetition FILO Secured Obligations held by the Lenders (or their Affiliates and Approved Funds), in their capacities as Prepetition Secured Parties, in an amount equal to the amount of such proceeds, which shall reduce the principal amount of the Prepetition FILO Secured Obligations under the Prepetition Credit Agreement on a dollar-for-dollar basis.
• Fees:
  • DIP Origination Fee: The DIP Facility provides for a non-refundable origination fee equal to 1.00 % of the Initial Term Loan Commitment (as described above), which is fully earned and due and payable to the Administrative Agent upon the entry of the Interim DIP Order and such DIP Origination Fee shall be paid in cash on such date.
• Milestones: 
  1. On the Petition Date, the Debtors shall have filed (i) motions in form and substance satisfactory to the DIP Agent requesting approval from the Bankruptcy Court to (a) continue going out of business (“GOB”) sales at all retail locations, and (b) assume their prepetition Letter Agreement dated as of September 11, 2020 and Letter Agreement dated as of March 2, 2021 (each as amended and supplemented from time to time) with Hilco Merchant Resources, LLC, and (ii) a motion seeking approval of a Bidding Procedures Order (as defined below), which motion shall be in form and substance reasonably acceptable to the Required DIP Lenders.
  2. The Bankruptcy Court shall have entered the Interim Order and the Cash Management Order, no later than (3) days after the Petition Date.
  3. The Court shall have entered an order in form and substance reasonably acceptable to the Required DIP Lenders, approving the bidding and auction procedures with respect to the sale by the Debtors of any, all or substantially all of the Debtors’ assets (the “Bidding Procedures Order”), no later than seven (7) days after the Petition Date.
  4. The Bankruptcy Court shall have entered the Final DIP Order and the final Cash Management Order, no later than twenty-five (25) days after the Petition Date.
  5. The deadline for submission of bids for all or substantially all of the Debtors’ assets shall have occurred pursuant to the Bidding Procedures Order, no later than thirty-five (35) days after the Petition Date.
  6. The Debtors shall conduct an auction for all or substantially all of their assets pursuant to the Bidding Procedures Order, no later than forty (40) days after the Petition Date
  7. The Bankruptcy Court shall have entered an order or orders approving the sale(s) of all or substantially all of the Debtors’ assets, no later than forty-five (45) days after the Petition Date.
  8. The Debtors shall have completed GOB sales at all retail locations, no later than ninety (90) days after the Petition Date.
  9. The Debtors shall have filed a chapter 11 plan (the “Plan”), which plan shall be in form and substance acceptable to the Required DIP Lenders, no later than ninety (90) days after the Petition Date.
  10. The Bankruptcy Court shall have entered an order confirming the Plan, no later than one-hundred twenty (120) days after the Petition Date.

Roll-Up Allocation 

Prepetition Capital Structure

As of the Petition date, the Debtors have approximately $1.8 billion in total funded debt obligations. This consists of approximately (a) $80 million in aggregate principal amount outstanding under the Prepetition ABL Facility (plus $103 million of outstanding letters of credit), (b) $547 million in aggregate principal amount outstanding under the Prepetition FILO Facility, (c) $1.03 billion in outstanding Senior Unsecured Notes spread across three separate issuances with varying maturity dates and interest rates, and (d) $61.5 million of aggregate capital lease obligations.

The following table summarizes the Debtors' prepetition capital structure:

Approved 5-Week Budget (see Docket No. 41 or 76)

About the Debtors

According to the Debtors: “Bed Bath & Beyond Inc. and subsidiaries…is an omnichannel retailer that makes it easy for our customers to feel at home. The Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets.  Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.

The Company operates websites at bedbathandbeyond.com, bedbathandbeyond.ca, buybuybaby.com, buybuybaby.ca, harmondiscount.com, and facevalues.com. As of November 26, 2022, the Company had a total of 949 stores, including 762 Bed Bath & Beyond stores in all 50 states, the District of Columbia, Puerto Rico and Canada, 137 buybuy BABY stores and 50 stores under the names Harmon, Harmon Face Values or Face Values. During the fiscal 2022 third quarter, the Company closed 6 Bed Bath & Beyond stores. The joint venture to which the Company is a partner operates 12 stores in Mexico under the name Bed Bath & Beyond.”

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