Bed Bath & Beyond Acquires F9 Brands for $24.1M + Equity & Real Estate

Key Highlights

• Bed Bath & Beyond, Inc. (through its subsidiary) entered into a Merger Agreement to acquire F9 Brands, Inc.
• The merger consideration includes a $7 million cash purchase price.
• Equity consideration involves the issuance of approximately 18.1 million shares of Bed Bath & Beyond common stock.
• A promissory note for $4.6 million, guaranteed by the Company and repayable within 90 days of closing, is part of the deal.
• Contingent earnout consideration of $12.5 million is payable if F9 Brands' operating subsidiaries achieve $20 million EBITDA by December 31, 2031.
• The acquisition also includes the transfer of three manufacturing facilities: two in Sweden and one in Poland.
• The transaction is structured as a two-step merger, with Merger Sub 2 surviving as a wholly owned subsidiary of Purchaser.
• Closing is subject to customary conditions, including the absence of material adverse effects and delivery of financial statements.