Bed Bath & Beyond completes acquisition of The Container Store

Bed Bath & Beyond (NYSE: BBBY) completed its acquisition of The Container Store Holdings, LLC on July 8, 2026, pursuant to a merger agreement dated April 2, 2026.

Under the terms of the deal, TCS Merger Sub, LLC, a wholly owned subsidiary of Bed Bath & Beyond, merged with and into The Container Store, with The Container Store surviving as a wholly owned subsidiary of Bed Bath & Beyond.

In connection with the closing, Bed Bath & Beyond issued $112,553,000 in aggregate principal amount of 5.00% Convertible Senior Notes due 2033. The notes are senior, unsecured obligations accruing interest semiannually at 5.00% per year, with payments due April 1 and October 1 each year, beginning April 1, 2027. The notes mature on July 8, 2033.

The initial conversion rate is 109.8901 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $9.10 per share. If stockholder approval required under NYSE rules is not obtained within three months of closing, the interest rate increases to 10.00% per year, and to 12.00% per year if approval is not obtained within six months.

The company also entered into a registration rights and lock-up agreement with certain holders of shares received in the merger. Holders are restricted from transferring two-thirds of their received shares during a lock-up period. The lock-up on 50% of those shares ends at 180 days or when the stock's 20-day volume-weighted average price reaches $9.80, whichever comes first. The remaining 50% is locked up for 270 days or until the VWAP reaches $14.00 for 20 consecutive trading days.

Bed Bath & Beyond is required to file a shelf registration statement covering the resale of shares no later than 60 days following the closing date.

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