Bed Bath & Beyond (BBBY) Reports $1.1 Billion Accelerated Share Repurchase

Bed Bath & Beyond (NASDAQ: BBBY) today announced the closing of its underwritten public offering of $300 million aggregate principal amount of 3.749% senior unsecured notes due 2024 (the "2024 Notes"), $300 million aggregate principal amount of 4.915% senior unsecured notes due 2034 (the "2034 Notes") and $900 million aggregate principal amount of 5.165% senior unsecured notes due 2044 (the "2044 Notes" and, together with the 2024 Notes and the 2034 Notes, the "Notes"). Interest on the notes is payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2015.

The Notes were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-197267), which became immediately effective upon its filing with the Securities and Exchange Commission (the "SEC") on July 7, 2014. A preliminary Prospectus Supplement dated July 14, 2014 relating to the Notes was filed with the SEC on July 14, 2014, and a final Prospectus Supplement dated July 14, 2014 was filed with the SEC on July 15, 2014.

The Company also announced that it has entered into an accelerated share repurchase agreement ("ASR") with Goldman Sachs & Co. to repurchase an aggregate of $1.1 billion of the Company's common stock. The final number of shares to be repurchased under the ASR will be based upon the Company's volume weighted average stock price during the term of the transaction, less a discount. The program is expected to be completed prior to the end of the calendar year, subject to standard terms providing flexibility in the program.

In connection with the transactions described above, the Company is updating its model for interest expense and diluted weighted average shares outstanding to include incremental interest expense of approximately $9 million and $46 million for the fiscal second quarter and fiscal year, respectively, and a net incremental reduction in diluted weighted average shares outstanding of approximately 6 million shares and 8.5 million shares for the fiscal second quarter and fiscal year, respectively. We expect that these changes to the model would not result in a material change to modeled net earnings per diluted share for the fiscal second quarter, and would result in an increase in modeled net earnings per diluted share for the fiscal year.

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