Bond Bed Bath & Beyond Inc 5.165% ( US075896AC47 ) in USD

Issuer Bed Bath & Beyond Inc
Market price 85.6 %  ⇌ 
Country  United States
ISIN code  US075896AC47 ( in USD )
Interest rate 5.165% per year ( payment 2 times a year)
Maturity 01/08/2044



Prospectus brochure of the bond Bed Bath & Beyond Inc US075896AC47 en USD 5.165%, maturity 01/08/2044


Minimal amount 2 000 USD
Total amount 900 000 000 USD
Cusip 075896AC4
Standard & Poor's ( S&P ) rating B+ ( Highly speculative )
Moody's rating B1 ( Highly speculative )
Next Coupon 01/02/2022 ( In 96 days )
Detailed description The Bond issued by Bed Bath & Beyond Inc ( United States ) , in USD, with the ISIN code US075896AC47, pays a coupon of 5.165% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/08/2044

The Bond issued by Bed Bath & Beyond Inc ( United States ) , in USD, with the ISIN code US075896AC47, was rated B1 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by Bed Bath & Beyond Inc ( United States ) , in USD, with the ISIN code US075896AC47, was rated B+ ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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http://www.sec.gov/Archives/edgar/data/886158/000157104914003021/...
424B2 1 t1401298-424b2.htm FINAL PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-197267
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Maximum
Maximum
Amount of
Amount to Be
Offering Price
Aggregate
Registration
Title of Each Class of Securities to Be Registered
Registered
Per Unit
Offering Price
Fee(1)
3.749% Senior Notes due 2024
$
300,000,000
99.999%
$
299,997,000
$ 38,640
4.915% Senior Notes due 2034
$
300,000,000
99.998%
$
299,994,000
$ 38,640
5.165% Senior Notes due 2044
$
900,000,000
99.997%
$
899,973,000
$ 115,917
Total
$ 1,500,000,000
--
$ 1,499,964,000
$ 193,197

(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To prospectus dated July 7, 2014)

$300,000,000 3.749% Senior Notes due 2024
$300,000,000 4.915% Senior Notes due 2034
$900,000,000 5.165% Senior Notes due 2044

We are offering $300,000,000 aggregate principal amount of 3.749% senior notes due 2024 (the "2024 notes"), $300,000,000 aggregate principal amount of
4.915% senior notes due 2034 (the "the 2034 notes") and $900,000,000 aggregate principal amount of 5.165% senior notes due 2044 (the "2044 notes" and, together
with the 2024 notes and the 2034 notes, the "notes"). We will pay interest on the notes on February 1 and August 1 of each year, beginning February 1, 2015. The
2024 notes will mature on August 1, 2024, the 2034 notes will mature on August 1, 2034 and the 2044 notes will mature on August 1, 2044. We may redeem some or
all of the notes at any time in whole, or from time to time, in part, at the applicable redemption prices described in this prospectus supplement under the heading
"Description of Notes -- Optional Redemption." If a change of control triggering event as described in this prospectus supplement under the heading "Description of
Notes -- Offer to Purchase upon Change of Control Triggering Event" occurs, we may be required to offer to purchase the notes from the holders.
The notes are new issues of securities with no established trading market. We do not intend to apply for listing of the notes on any securities exchange or for
quotation of the notes on any automated dealer quotation system.
The notes will be general unsecured senior obligations and rank equally with our future unsecured senior indebtedness. The notes will be issued only in registered
form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-5 of this
prospectus supplement and similar sections in our filings with the Securities and Exchange Commission that are
incorporated or deemed incorporated by reference herein.


Per
Per
Per
2024 note
Total
2034 note
Total
2044 note
Total
Public offering price(1)
99.999%
$ 299,997,000
99.998%
$ 299,994,000
99.997%
$ 899,973,000
Underwriting discount
0.450%
$
1,350,000
0.750%
$
2,250,000
0.750%
$
6,750,000
Proceeds, before expenses, to us(1)
99.549%
$ 298,647,000
99.248%
$ 297,744,000
99.247%
$ 893,223,000

(1)
Plus accrued interest, if any, from July 17, 2014, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about July 17, 2014.

Joint Book-Running Managers

J.P. Morgan
Morgan Stanley
Wells Fargo Securities
Senior Co-Manager
Goldman, Sachs & Co.
Co-Managers

RBC Capital Markets
Santander
The date of this prospectus supplement is July 14, 2014
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TABLE OF CONTENTS
NEITHER WE NOR THE UNDERWRITERS HAVE AUTHORIZED ANYONE TO PROVIDE ANY DIFFERENT OR
ADDITIONAL INFORMATION OTHER THAN THAT CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS OR IN ANY FREE WRITING PROSPECTUS
PREPARED BY OR ON BEHALF OF US OR TO WHICH WE HAVE REFERRED YOU. WE AND THE UNDERWRITERS
TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER
INFORMATION THAT OTHERS MAY GIVE YOU. WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN
OFFER TO SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER AND SALE IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS, ANY FREE WRITING PROSPECTUS OR ANY DOCUMENT INCORPORATED BY REFERENCE IS
ACCURATE AS OF ANY DATE OTHER THAN THEIR RESPECTIVE DATES. OUR BUSINESS, FINANCIAL CONDITION,
RESULTS OF OPERATIONS OR PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
How to Obtain More Information
S-ii
Incorporation by Reference
S-iii
Forward-Looking Statements
S-iii
Prospectus Supplement Summary
S-1
The Offering
S-3
Risk Factors
S-5
Use of Proceeds
S-8
Capitalization
S-9
Ratio of Earnings to Fixed Charges
S-10
Description of Other Indebtedness
S-11
Description of Notes
S-12
Material U.S. Federal Income Tax Consequences
S-28
Underwriting
S-33
Legal Matters
S-37
Experts
S-37
Prospectus

Page
About This Prospectus
ii
Prospectus Summary
1
Risk Factors
3
Forward-Looking Statements
4
Use of Proceeds
6
Ratio of Earnings to Fixed Charges
7
Description of Debt Securities
8
Description of Capital Stock
11
Description of Warrants
13
Description of Rights
16
Description of Depositary Shares
17
Description of Units
18
Plan of Distribution
19
Legal Matters
21
Experts
21
How to Obtain More Information
22
Incorporation by Reference
23
S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
As used in this prospectus supplement, unless otherwise specified or where it is clear from the context that the term only
means issuer, the terms "Bed Bath & Beyond," "we," "us" and "our" refer to Bed Bath & Beyond Inc. and its consolidated
subsidiaries.
This document is in two parts. The first part is this prospectus supplement, which adds to and updates information contained
in the accompanying prospectus, and describes our senior debt securities offering. The second part is the accompanying
prospectus, dated July 7, 2014, which provides more general information, some of which may not apply to this offering. Generally,
when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict
between the information contained in this prospectus supplement and the information contained in the accompanying prospectus,
you should rely on the information in this prospectus supplement.
Before purchasing any securities, you should carefully read both this prospectus supplement and the accompanying
prospectus, together with the additional information described under the headings "How to Obtain More Information" and
"Incorporation by Reference" in this prospectus supplement.
HOW TO OBTAIN MORE INFORMATION
We file annual, quarterly and interim reports, proxy and information statements and other information with the Securities and
Exchange Commission, or the SEC. These filings contain important information, which does not appear in this prospectus
supplement. The reports and other information can be inspected and copied at the SEC's Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and
information statements and other materials that are filed through the SEC's Electronic Data Gathering, Analysis and Retrieval
system.
We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the
Securities Act, with respect to the securities offered by this prospectus supplement, which has become effective. This prospectus
supplement does not contain all of the information in the registration statement. We have omitted certain parts of the registration
statement, as permitted by the rules and regulations of the SEC. You may inspect and copy the registration statement, including
exhibits, at the SEC's public reference facilities or website. Statements contained in this prospectus supplement concerning the
contents of any document we refer you to are not necessarily complete and in each instance we refer you to the applicable
document filed with the SEC for more complete information.
We also make available, free of charge, through the investor relations portion of our website our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statement on Schedule 14A (and any
amendments to those forms) as soon as reasonably practicable after they are filed with or furnished to the SEC. Our website
address is www.bedbathandbeyond.com. Please note that our website address is provided in this prospectus supplement as an
inactive textual reference only. The information found on or accessible through our website is not part of this prospectus
supplement or any prospectus, and is therefore not incorporated by reference unless such information is otherwise specifically
referenced elsewhere in this prospectus supplement an applicable prospectus.
S-ii
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with them, which means that we may disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part
of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and all documents subsequently filed with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the
termination of the offering under this prospectus supplement. We are not, however, incorporating by reference any documents or
portions thereof whether specifically listed below or filed in the future that are not deemed "filed" with the SEC, including any
information furnished pursuant to Items 2.02 or 7.01 of Form 8-K.
·
Annual Report on Form 10-K for the year ended March 1, 2014;
·
Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2014;
·
Current Reports on Form 8-K filed with the SEC on May 9, 2014, July 7, 2014, July 9, 2014 and July 14, 2014; and
·
Portions of the Definitive Proxy Statement on Schedule 14A for the 2014 annual meeting of shareholders held on July 7,
2014 to the extent incorporated by reference in the Annual Report on Form 10-K for the year ended March 1, 2014.
You may request a copy of these filings, at no cost, other than exhibits to such documents which are not specifically
incorporated by reference into such documents or this prospectus supplement, through our Internet website described above or by
calling our Investor Relations department at (908) 688-0888, or by writing to the following address:
Investor Relations, Bed Bath & Beyond Inc.
650 Liberty Avenue
Union, New Jersey 07083
Except as expressly provided above, no other information, including information on our website, is incorporated by
reference into this prospectus supplement.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
are considered forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act and Section 21E of the Exchange Act) concerning our business, results of operations, economic
performance and/or financial condition, based on management's current expectations, plans, estimates, assumptions and
projections. Forward-looking statements are included, for example, in the discussions about:
·
general economic conditions, including the housing market;
·
a challenging overall macroeconomic environment and related changes in the retailing environment;
·
consumer preferences and spending habits;
·
demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold
by us;
·
civil disturbances and terrorist acts;
·
unusual weather patterns and natural disasters;
·
competition from existing and potential competitors;
·
competition from other channels of distribution;
·
pricing pressures;
S-iii
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