Correspondence 0001193125-23-100550 from BED BATH & BEYOND INC (CIK 0000886158)
BED BATH & BEYOND INC (CIK 0000886158)
Date: April 13, 2023 · CIK: 0000886158 · Accession: 0001193125-23-100550
AI Filing Summary & Sentiment
File numbers found in text: 333-267173
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Attention: Brian Fetterolf Re: Bed Bath & Beyond Inc. Preliminary Prospectus Supplement Filed February 6, 2023, as updated February 9, 2023 File No. 333-267173
Dear Mr. Fetterolf and Ms. Ransom,
Bed Bath & Beyond Inc. (the “Company”) sets forth below our response to the letter, dated February 23, 2023, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Preliminary Prospectus Supplement, filed with the Commission on February 6, 2023, as updated by the Final Prospectus Supplement, filed with the Commission on February 9, 2023 (as so updated, the “Prospectus Supplement”), and the Free Writing Prospectus, dated February 7, 2023, filed with the Commission on February 7, 2023 (the “Free Writing Prospectus”).
In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Company’s responses immediately below the Staff’s comments.
In connection therewith, the Company intended to file a Current Report on Form 8-K (the “Current Report”) to supplement the Prospectus Supplement and the Free Writing Prospectus in response to the Staff’s comments. The draft Current Report is filed as Annex A hereto. Notwithstanding the response provided hereby, the Company believes that the disclosure in the Prospectus Supplement, together with the Free Writing Prospectus, fully complies with applicable law. The Company notes that it entered into an exchange agreement (the “Exchange Agreement”) on March 30, 2023 with the holder (the “Holder”) of the warrants (the “Series A Convertible Preferred Stock Warrants”) to purchase shares of the Series A convertible preferred stock (the “Series A Convertible Preferred Stock”) pursuant to which the Company exchanged the Series A Convertible Preferred Stock Warrants to purchase 70,004 shares of the Series A Convertible Preferred Stock for 10,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and rights to receive 5,000,000 shares of Common Stock upon the receipt of shareholder approval of a proposal to effectuate a reverse stock split of the Common Stock to be presented to shareholders at a special meeting of shareholders on May 9, 2023. The Company also granted to the Holder a right to participate, subject to the terms set forth in the Exchange Agreement, in certain future equity or equity-linked offerings of the Company for a period of two years from the date of the Exchange Agreement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Prospectus Supplement.
Securities and Exchange Commission
April 13, 2023
Page
Preliminary Prospectus Supplement dated February 6, 2023, updated February 9, 2023 Cover Page
1. Staff’s comment: We note your disclosure on page S-8 that “[t]he investors in this offering may potentially make a significant profit with the resale of the securities they purchase in this offering depending on the trading price of [y]our securities at the time of a sale and the purchase price of such securities by them,” and that “[w]hile the investors in this offering may experience a positive rate of return based on the trading price of [y]our securities, the existing holders of [y]our common stock may not experience a similar rate of return on the shares of common stock they purchased due to differences in the applicable purchase price and trading price.” Please provide comparable disclosure here and revise to clarify that investors will have the ability to acquire the common shares underlying the securities issued in this offering at a discount to the market price, so long as the market price does not fall below $0.7160.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided on the cover page of the Prospectus Supplement accordingly, as shown in paragraph numbered 1 of the Current Report.
2. Staff’s comment: Revise to state, as you do on pages S-3 and S-8, that if the Transactions are not consummated, the company expects it will likely file for bankruptcy protection, and investors will likely receive no recovery for any of the securities offered by this registration statement.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided on the cover page of the Prospectus Supplement accordingly, as shown in paragraph numbered 1 of the Current Report.
“Future issuances of equity or debt securities by us may adversely affect the market price of our common stock”
3. Staff’s comment: We note your disclosure that you “believe [you] will have 900.0 million shares of common stock outstanding immediately after this offering and giving effect to the exercise or conversion, as applicable . . . .” Please revise to provide a reasonable basis for such disclosure and in particular explain why you are assuming the use of the Conversion Price of $6.15 in your estimate. To balance your estimate of 900.0 million shares and provide shareholders with a more complete picture of your outstanding share count, please also quantify the expected outstanding number of shares assuming conversion of the Series A Convertible Preferred Stock issued and outstanding as well as such shares underlying the Preferred Stock Warrants, based on Alternative Conversions Prices of both $0.7160 and 92.0% of the lowest VWAP of your common stock for the applicable ten day period. Revise using the trading price of the latest practicable date.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “Future issuances of equity or debt securities by us may adversely affect the market price of our common stock” accordingly, as shown in paragraph numbered 8 of the Current Report.
Securities and Exchange Commission
April 13, 2023
Page
4. Staff’s comment: Please elaborate upon the risk you discuss here as it relates to sufficient authorized shares of common stock for future tranches to specify how much capacity remains and what your intentions are, if any, as it relates to seeking shareholder approval to amend your charter. Please explain the consequences if you cannot obtain stockholder approval. Also, counsel’s legal opinion, attached as an exhibit to your current report on Form 8-K filed February 7, 2023, appears to omit to opine as to the common stock to be issued pursuant to the Preferred Stock Warrants and Common Stock Warrants, as well as the Series A Convertible Preferred Stock to be issued pursuant to the Preferred Stock Warrants, even though such securities were registered. Please revise or advise.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “Future issuances of equity or debt securities by us may adversely affect the market price of our common stock” accordingly, as shown in paragraph numbered 8 of the Current Report. The Company respectfully advises the Staff that paragraph numbered 2 from the opinion of Kirkland & Ellis LLP filed as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2023 (the “Kirkland Opinion”) covers the common stock to be issued pursuant to the Series A Convertible Preferred Stock (including the Series A Convertible Preferred Stock underlying the Preferred Stock Warrants) and the Common Stock Warrants and paragraph numbered 3 of the Kirkland Opinion covers the issuance of the Series A Convertible Preferred Stock to be issued pursuant to the Preferred Stock Warrants.
“Nasdaq may delist our common stock from quotation on its exchange...”
5. Staff’s comment: We note your disclosure that if “Nasdaq considers that the offering contemplated hereby does not qualify as a “public offering,” [y]our common stock may be suspended and/or delisted. Please supplementally explain why your offering should be considered a “public offering” for the purpose of the Nasdaq listing standards. Please tell us whether this matter was discussed with Nasdaq and the outcome of those discussions. If such discussions occurred, please provide the name of the Nasdaq representative.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company determined that the offering qualifies as a public offering under the factors set forth in Nasdaq Listing Rule IM-5635-3 (“Definition of a Public Offering”) because (i) the offering was a firm commitment offering of registered securities, (ii) the offering was broadly marketed to over 160 investors in accordance with the underwriter’s book building process, (iii) the purchasers included 29 investors on the basis of demand for more than double the amount of securities offered by the Company, (iv) the discount to the market is in a range consistent with underwritten offerings of comparable companies and (v) the Company did not exercise control over the offering. The Company received correspondence from the staff of The Nasdaq Stock Market on February 10, 2023 requesting the Company’s public offering analysis, which the Company provided on February 17, 2023. The Company will supplementally provide to the Staff the contact information for the Nasdaq representative.
Securities and Exchange Commission
April 13, 2023
Page
“The issuance of the securities in this offering will significantly dilute the ownership interest of the existing holders...”
6. Staff’s comment: We note your disclosure that “[y]our public float will be significantly increased and the market price of [y]our common stock could decline significantly as a result of subsequent sales of the shares of common stock issued in this offering, which could occur at any time, or the perception that such sales may occur.” To provide investors with a complete picture of how this offering may impact your public float and the related dilution risks, please disclose the total amount of underlying common shares that may be issued as a result of this offering, and quantify what percentage such shares would constitute of your public float assuming the resale of all such shares. Provide comparable disclosure in your risk factor on page S-16 entitled “The market price of our common stock could decline . . . ,” so as to highlight the significant negative impact sales of such shares could have on the public trading price of your common stock, and also discuss there the risk that investors may further purchase the “[s]hares having an aggregate offering price of $105.6 million [which] remained unsold under the ATM program as of the end of fiscal December 2022,” as disclosed on page 34 of your current report on Form 10-Q filed January 26, 2023.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “The issuance of the securities in this offering will significantly dilute the ownership interest of the existing holders of our common stock, and the market price of our common stock will likely decline significantly as a result of sales of such securities into the public market by investors in this offering and subsequent investors or the perception that such sales may occur” and “The market price of our common stock could decline due to the large number of outstanding shares of our common stock that may become available for future sale” accordingly, as shown in paragraphs numbered 6 and 9, respectively, of the Current Report. The Company respectfully advises the Staff that it does not intend to use the ATM program discussed in the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 26, 2023 and therefore does not expect to issue any additional shares thereunder.
Securities and Exchange Commission
April 13, 2023
Page
7. Staff’s comment: Please explain how the investors “in this offering may potentially make a significant profit with the resale of the securities they purchase” by explaining and quantifying the discount associated with the conversion feature of the Series A Convertible Preferred Stock you issued. In particular, explain and quantify the discount to be received by “the holder that purchased at least 20,000 shares of Series A Convertible Preferred Stock in this offering” whom you discuss on page S-24.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “The issuance of the securities in this offering will significantly dilute the ownership interest of the existing holders of our common stock, and the market price of our common stock will likely decline significantly as a result of sales of such securities into the public market by investors in this offering and subsequent investors or the perception that such sales may occur” accordingly, as shown in paragraph numbered 6 of the Current Report.
“Trading in our securities is highly speculative, and we may be required to file for bankruptcy protection...”
8. Staff’s comment: Please revise this risk factor to clarify your reference to “equity holders” and distinguish between holders of common stock and the overlying equity you issued in this offering.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “Trading in our securities is highly speculative, and we may be required to file for bankruptcy protection even if the Transactions are fully consummated” and “We need the proceeds from the Transactions to pay our outstanding obligations under our Credit Facilities and Senior Notes and to operate our business, and we expect that we will likely file for bankruptcy protection if the Transactions are not consummated” accordingly, as shown in paragraphs numbered 7 and 4, respectively, of the Current Report.
Securities and Exchange Commission
April 13, 2023
Page
Issuer Free Writing Prospectus dated February 7, 2023, filed February 7, 2023
9. Staff’s comment: Please revise to explain how you arrived at the Alternate Conversion Price of $2.3727 and also explain how you used such price to arrive at the number of Common Stock Warrants issued in this offering. In this regard, we note your disclosure that the number of Common Stock Warrants issued in this offering depends in-part on “the Alternate Conversion Price (as measured as of the date of pricing of this Offering).”
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided in the Free Writing Prospectus accordingly, as shown in paragraph numbered 12 of the Current Report.
10. Staff’s comment: We note that your Pricing Term Sheet discloses that, using an Alternate Conversion Price of $2.3727, there would be 99,822,986 shares of Common Stock underlying the 23,685 shares of Series A Convertible Preferred Stock issued, as well as 95,387,533 shares of common stock underlying the 95,387,533 Common Stock Warrants issued. However, you do not appear to disclose the number of common shares that ultimately underlie the 84,216 Preferred Stock Warrants; please disclose such amount.
Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided in the Free Writing Prospectus accordingly, as shown in paragraph numbered 11 of the Current Report.
Prospectus Supplement Summary
11. Staff’s comment: We note your disclosure that you “will be required to use availability under [your] Credit Facilities to make the Notes Interest Payment by March 3, 2023,” as well as your disclosure that you “may continue to borrow under [your] ABL Facility subject to availability thereunder.” Please revise your disclosu
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CORRESP 1 filename1.htm CORRESP 650 LIBERTY AVENUE, UNION, NJ 07083 April 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, DC 20549 Attention: Brian Fetterolf Mara Ransom Re: Bed Bath & Beyond Inc. Preliminary Prospectus Supplement Filed February 6, 2023, as updated February 9, 2023 File No. 333-267173 Dear Mr. Fetterolf and Ms. Ransom, Bed Bath & Beyond Inc. (the “Company”) sets forth below our response to the letter, dated February 23, 2023, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Preliminary Prospectus Supplement, filed with the Commission on February 6, 2023, as updated by the Final Prospectus Supplement, filed with the Commission on February 9, 2023 (as so updated, the “Prospectus Supplement”), and the Free Writing Prospectus, dated February 7, 2023, filed with the Commission on February 7, 2023 (the “Free Writing Prospectus”). In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Company’s responses immediately below the Staff’s comments. In connection therewith, the Company intended to file a Current Report on Form 8-K (the “Current Report”) to supplement the Prospectus Supplement and the Free Writing Prospectus in response to the Staff’s comments. The draft Current Report is filed as Annex A hereto. Notwithstanding the response provided hereby, the Company believes that the disclosure in the Prospectus Supplement, together with the Free Writing Prospectus, fully complies with applicable law. The Company notes that it entered into an exchange agreement (the “Exchange Agreement”) on March 30, 2023 with the holder (the “Holder”) of the warrants (the “Series A Convertible Preferred Stock Warrants”) to purchase shares of the Series A convertible preferred stock (the “Series A Convertible Preferred Stock”) pursuant to which the Company exchanged the Series A Convertible Preferred Stock Warrants to purchase 70,004 shares of the Series A Convertible Preferred Stock for 10,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and rights to receive 5,000,000 shares of Common Stock upon the receipt of shareholder approval of a proposal to effectuate a reverse stock split of the Common Stock to be presented to shareholders at a special meeting of shareholders on May 9, 2023. The Company also granted to the Holder a right to participate, subject to the terms set forth in the Exchange Agreement, in certain future equity or equity-linked offerings of the Company for a period of two years from the date of the Exchange Agreement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Prospectus Supplement. Securities and Exchange Commission April 13, 2023 Page 2 Preliminary Prospectus Supplement dated February 6, 2023, updated February 9, 2023 Cover Page 1. Staff’s comment: We note your disclosure on page S-8 that “[t]he investors in this offering may potentially make a significant profit with the resale of the securities they purchase in this offering depending on the trading price of [y]our securities at the time of a sale and the purchase price of such securities by them,” and that “[w]hile the investors in this offering may experience a positive rate of return based on the trading price of [y]our securities, the existing holders of [y]our common stock may not experience a similar rate of return on the shares of common stock they purchased due to differences in the applicable purchase price and trading price.” Please provide comparable disclosure here and revise to clarify that investors will have the ability to acquire the common shares underlying the securities issued in this offering at a discount to the market price, so long as the market price does not fall below $0.7160. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided on the cover page of the Prospectus Supplement accordingly, as shown in paragraph numbered 1 of the Current Report. 2. Staff’s comment: Revise to state, as you do on pages S-3 and S-8, that if the Transactions are not consummated, the company expects it will likely file for bankruptcy protection, and investors will likely receive no recovery for any of the securities offered by this registration statement. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided on the cover page of the Prospectus Supplement accordingly, as shown in paragraph numbered 1 of the Current Report. “Future issuances of equity or debt securities by us may adversely affect the market price of our common stock” 3. Staff’s comment: We note your disclosure that you “believe [you] will have 900.0 million shares of common stock outstanding immediately after this offering and giving effect to the exercise or conversion, as applicable . . . .” Please revise to provide a reasonable basis for such disclosure and in particular explain why you are assuming the use of the Conversion Price of $6.15 in your estimate. To balance your estimate of 900.0 million shares and provide shareholders with a more complete picture of your outstanding share count, please also quantify the expected outstanding number of shares assuming conversion of the Series A Convertible Preferred Stock issued and outstanding as well as such shares underlying the Preferred Stock Warrants, based on Alternative Conversions Prices of both $0.7160 and 92.0% of the lowest VWAP of your common stock for the applicable ten day period. Revise using the trading price of the latest practicable date. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “Future issuances of equity or debt securities by us may adversely affect the market price of our common stock” accordingly, as shown in paragraph numbered 8 of the Current Report. Securities and Exchange Commission April 13, 2023 Page 3 4. Staff’s comment: Please elaborate upon the risk you discuss here as it relates to sufficient authorized shares of common stock for future tranches to specify how much capacity remains and what your intentions are, if any, as it relates to seeking shareholder approval to amend your charter. Please explain the consequences if you cannot obtain stockholder approval. Also, counsel’s legal opinion, attached as an exhibit to your current report on Form 8-K filed February 7, 2023, appears to omit to opine as to the common stock to be issued pursuant to the Preferred Stock Warrants and Common Stock Warrants, as well as the Series A Convertible Preferred Stock to be issued pursuant to the Preferred Stock Warrants, even though such securities were registered. Please revise or advise. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “Future issuances of equity or debt securities by us may adversely affect the market price of our common stock” accordingly, as shown in paragraph numbered 8 of the Current Report. The Company respectfully advises the Staff that paragraph numbered 2 from the opinion of Kirkland & Ellis LLP filed as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2023 (the “Kirkland Opinion”) covers the common stock to be issued pursuant to the Series A Convertible Preferred Stock (including the Series A Convertible Preferred Stock underlying the Preferred Stock Warrants) and the Common Stock Warrants and paragraph numbered 3 of the Kirkland Opinion covers the issuance of the Series A Convertible Preferred Stock to be issued pursuant to the Preferred Stock Warrants. “Nasdaq may delist our common stock from quotation on its exchange...” 5. Staff’s comment: We note your disclosure that if “Nasdaq considers that the offering contemplated hereby does not qualify as a “public offering,” [y]our common stock may be suspended and/or delisted. Please supplementally explain why your offering should be considered a “public offering” for the purpose of the Nasdaq listing standards. Please tell us whether this matter was discussed with Nasdaq and the outcome of those discussions. If such discussions occurred, please provide the name of the Nasdaq representative. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company determined that the offering qualifies as a public offering under the factors set forth in Nasdaq Listing Rule IM-5635-3 (“Definition of a Public Offering”) because (i) the offering was a firm commitment offering of registered securities, (ii) the offering was broadly marketed to over 160 investors in accordance with the underwriter’s book building process, (iii) the purchasers included 29 investors on the basis of demand for more than double the amount of securities offered by the Company, (iv) the discount to the market is in a range consistent with underwritten offerings of comparable companies and (v) the Company did not exercise control over the offering. The Company received correspondence from the staff of The Nasdaq Stock Market on February 10, 2023 requesting the Company’s public offering analysis, which the Company provided on February 17, 2023. The Company will supplementally provide to the Staff the contact information for the Nasdaq representative. Securities and Exchange Commission April 13, 2023 Page 4 “The issuance of the securities in this offering will significantly dilute the ownership interest of the existing holders...” 6. Staff’s comment: We note your disclosure that “[y]our public float will be significantly increased and the market price of [y]our common stock could decline significantly as a result of subsequent sales of the shares of common stock issued in this offering, which could occur at any time, or the perception that such sales may occur.” To provide investors with a complete picture of how this offering may impact your public float and the related dilution risks, please disclose the total amount of underlying common shares that may be issued as a result of this offering, and quantify what percentage such shares would constitute of your public float assuming the resale of all such shares. Provide comparable disclosure in your risk factor on page S-16 entitled “The market price of our common stock could decline . . . ,” so as to highlight the significant negative impact sales of such shares could have on the public trading price of your common stock, and also discuss there the risk that investors may further purchase the “[s]hares having an aggregate offering price of $105.6 million [which] remained unsold under the ATM program as of the end of fiscal December 2022,” as disclosed on page 34 of your current report on Form 10-Q filed January 26, 2023. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “The issuance of the securities in this offering will significantly dilute the ownership interest of the existing holders of our common stock, and the market price of our common stock will likely decline significantly as a result of sales of such securities into the public market by investors in this offering and subsequent investors or the perception that such sales may occur” and “The market price of our common stock could decline due to the large number of outstanding shares of our common stock that may become available for future sale” accordingly, as shown in paragraphs numbered 6 and 9, respectively, of the Current Report. The Company respectfully advises the Staff that it does not intend to use the ATM program discussed in the Company’s Quarterly Report on Form 10-Q filed with the Commission on January 26, 2023 and therefore does not expect to issue any additional shares thereunder. Securities and Exchange Commission April 13, 2023 Page 5 7. Staff’s comment: Please explain how the investors “in this offering may potentially make a significant profit with the resale of the securities they purchase” by explaining and quantifying the discount associated with the conversion feature of the Series A Convertible Preferred Stock you issued. In particular, explain and quantify the discount to be received by “the holder that purchased at least 20,000 shares of Series A Convertible Preferred Stock in this offering” whom you discuss on page S-24. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “The issuance of the securities in this offering will significantly dilute the ownership interest of the existing holders of our common stock, and the market price of our common stock will likely decline significantly as a result of sales of such securities into the public market by investors in this offering and subsequent investors or the perception that such sales may occur” accordingly, as shown in paragraph numbered 6 of the Current Report. “Trading in our securities is highly speculative, and we may be required to file for bankruptcy protection...” 8. Staff’s comment: Please revise this risk factor to clarify your reference to “equity holders” and distinguish between holders of common stock and the overlying equity you issued in this offering. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided under “Trading in our securities is highly speculative, and we may be required to file for bankruptcy protection even if the Transactions are fully consummated” and “We need the proceeds from the Transactions to pay our outstanding obligations under our Credit Facilities and Senior Notes and to operate our business, and we expect that we will likely file for bankruptcy protection if the Transactions are not consummated” accordingly, as shown in paragraphs numbered 7 and 4, respectively, of the Current Report. Securities and Exchange Commission April 13, 2023 Page 6 Issuer Free Writing Prospectus dated February 7, 2023, filed February 7, 2023 9. Staff’s comment: Please revise to explain how you arrived at the Alternate Conversion Price of $2.3727 and also explain how you used such price to arrive at the number of Common Stock Warrants issued in this offering. In this regard, we note your disclosure that the number of Common Stock Warrants issued in this offering depends in-part on “the Alternate Conversion Price (as measured as of the date of pricing of this Offering).” Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided in the Free Writing Prospectus accordingly, as shown in paragraph numbered 12 of the Current Report. 10. Staff’s comment: We note that your Pricing Term Sheet discloses that, using an Alternate Conversion Price of $2.3727, there would be 99,822,986 shares of Common Stock underlying the 23,685 shares of Series A Convertible Preferred Stock issued, as well as 95,387,533 shares of common stock underlying the 95,387,533 Common Stock Warrants issued. However, you do not appear to disclose the number of common shares that ultimately underlie the 84,216 Preferred Stock Warrants; please disclose such amount. Response: The Company acknowledges the Staff’s comment and has supplemented the disclosure provided in the Free Writing Prospectus accordingly, as shown in paragraph numbered 11 of the Current Report. Prospectus Supplement Summary 11. Staff’s comment: We note your disclosure that you “will be required to use availability under [your] Credit Facilities to make the Notes Interest Payment by March 3, 2023,” as well as your disclosure that you “may continue to borrow under [your] ABL Facility subject to availability thereunder.” Please revise your disclosu