Overstock.com, Inc. (NASDAQ: OSTK), a leading online furniture and
home furnishings retailer, today announced the consummation of its
acquisition of certain intellectual property assets of the Bed Bath
& Beyond banner from Bed Bath & Beyond, Inc. under a
Bankruptcy Court supervised process. Overstock is hosting a
conference call tomorrow, June 29, 2023 at 8.30 a.m. ET, to discuss
the transaction.
“This acquisition is a significant and transformative step for
us,” said Overstock CEO, Jonathan Johnson. “Bed Bath & Beyond
is an iconic consumer brand, well-known in the home retail
marketplace. The combination of our winning asset-light business
model and the high awareness and loyalty of the Bed Bath &
Beyond brand will improve the customer experience and position the
Company for accelerated market share growth.”
Overstock is a leading on-line retailer of indoor and outdoor
furniture, home décor, and area rugs, among other home furnishings
products. Customers of Bed Bath & Beyond will be able to access
the vast and growing assortment Overstock offers, along with the
kitchen, bedding, and bath-related products for which Bed Bath
& Beyond has been a destination for over 30 years.
Brand IntegrationWithin the next week,
Overstock plans to re-launch the Bed Bath & Beyond domain in
Canada, followed weeks later by the re-launch of a refreshed
website, mobile app, and loyalty program in the United States. New
and existing customers of both Overstock and Bed Bath & Beyond
will experience a single online shopping destination --
bedbathandbeyond.ca in Canada and
bedbathandbeyond.com in the U.S. -- for millions
of quality furniture and home furnishings products available at
affordable price points for every budget.
Overstock is re-branding its Club O loyalty program as
Welcome Rewards. The newly branded Welcome Rewards
program will continue to offer 5% reward dollars for all purchases
that can be fully redeemed in subsequent transactions.
“Combining the strengths of the Overstock operational model and
the Bed Bath & Beyond brand will create a powerful synergy,”
Johnson said. “I’m excited for consumers to experience the new Bed
Bath and an even bigger and better Beyond.”
Transaction DetailsThe Bed Bath & Beyond
assets acquired include website and domain names, trademarks,
tradenames, patents, customer database, loyalty program data and
other brand assets related to the Bed Bath & Beyond banner. The
U.S. Bankruptcy Court for the District of New Jersey approved
Overstock’s winning bid at a sale hearing on June 27, 2023.
The transaction excludes any asset associated with the brick
& mortar business of Bed Bath & Beyond, Inc. including
store leases, inventory, warehousing, and logistics infrastructure.
The buybuy Baby and Harmon banners and their assets formerly
operated by Bed Bath & Beyond, Inc. are also excluded from the
transaction.
Pursuant to Overstock’s winning bid and asset purchase
agreement, the Company purchased the assets for $21.5 million,
funded entirely with cash on hand. As previously disclosed, the
Company had $374.7 million in cash and cash equivalents at the end
of March 31, 2023.
Legal advisors to Overstock on the transaction were Wachtell,
Lipton, Rosen & Katz, and financial advisors were Guggenheim
Securities, LLC. Overstock has engaged Bain & Co. and Redscout
to provide brand integration management services.
Webcast and Replay InformationOverstock will
hold a conference call to discuss the transaction on Thursday June
29, 2023 at 8.30 a.m. ET. Interested parties can register and
access the webcast here. To participate in the conference call via
telephone, please pre-register at this link here. Registrants will
receive dial-in information and a unique PIN to access the live
call.
A replay of the conference call will be available at
http://investors.overstock.com two hours after the live call has
ended.
Second Quarter 2023 Performance Preliminary
UpdateOverstock is providing select preliminary second
quarter 2023 financial information.
2Q 2023 quarter to date, revenue is estimated to have declined
in the low-20% range compared to 2Q 2022. The promotional and
marketing environment has remained highly competitive due to the
weak consumer sentiment within a challenging economic backdrop and
changes in consumer spending preferences. While this has put
pressure on profitability, we continue to expect to deliver
positive adjusted EBITDA for 2Q 2023.
We will not be providing any additional details or taking any
questions related to the second quarter 2023 preliminary
performance update on the conference call.
About OverstockOverstock.com,
Inc. (NASDAQ:OSTK) is an online furniture and home
furnishings retailer and technology-focused innovator based
in Salt Lake City, Utah. Its leading e-commerce website sells
a broad range of new home products at low prices, including
furniture, décor, area rugs, bedding and bath, home improvement,
and more. The online shopping site features millions of products
that tens of millions of customers visit each month. Overstock
regularly posts information about the Company and other related
matters on the Newsroom and Investor
Relations pages on its website, Overstock.com.
O, Overstock.com, O.com, and Club O are registered trademarks of
Overstock.com, Inc. Overstock and Making Dream Homes Come True are
trademarks of Overstock.com, Inc. Other service marks, trademarks
and trade names which may be referred to herein are the property of
their respective owners.
Cautionary Note Regarding Forward-Looking
StatementsThis press release contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Such forward-looking statements include all statements
other than statements of historical fact, including but not limited
to statements regarding the intellectual property transaction,
expected consequences thereof, and other related topics to be
discussed, as well as our preliminary second quarter 2023
performance. These statements are based upon the current
expectations and beliefs of management and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to,
risks and uncertainties discussed in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, which was
filed with the SEC on February 24, 2023, Form 10-Q for the fiscal
year ended March 31, 2023, which was filed with the SEC on May 2,
2023 and in our subsequent filings with the SEC, which factors are
incorporated herein by reference and the following factors: the
possibility that the anticipated benefits of the intellectual
property transaction are not realized when expected or at all,
including as a result of the impact of, or problems arising from,
the integration of the acquired assets or launch of the brand
integration.
ContactsInvestor Relations:Lavesh
Hemnaniir@overstock.com |
Media Relations:Sarah Factorpr@overstock.com |
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