Shares of Bed Bath & Beyond Inc. (NYSE: BBBY) rose 6% on Wednesday after the company disclosed a Letter of Intent to acquire F9 Brands, Inc., the parent of Lumber Liquidators, Cabinets To Go, Gracious Home/Thos. Baker and Southwind Building Products.
The firms described the transaction with a headline purchase price of nearly $150 million. That figure comprises $37 million in cash plus roughly 16 million shares of BBBY common stock, each valued at $7.00 for purposes of the arrangement. The seller and F9 Brands’ management team could receive an additional $25 million in an earnout if F9 Brands attains $20 million in EBITDA over the next five calendar years.
F9 Brands reported approximately $522 million in net delivered sales for fiscal 2025 and currently holds about $130 million in inventory. As part of the deal structure, $40 million of financing provided by an existing lender will roll into the transaction.
Company executives positioned the acquisition as an expansion of Bed Bath & Beyond’s Beyond Home Services offering. The addition would bring cabinets, flooring, closets and enhanced distribution capabilities into the platform, coupled with installation services and financing solutions. Management framed the move as a strategic shift from conventional retail toward higher-ticket, project-based categories.
Leadership for the combined home-services effort will include Jason Delves as CEO of Beyond Home Services. Delves has served as President and CEO of F9 Brands since 2019, a period during which the business grew from $145 million in sales to $522 million.
The companies stated the transaction is expected to close following Bed Bath & Beyond’s annual shareholder meeting in May 2026, subject to customary due diligence, the execution of definitive agreements and receipt of required regulatory approvals.
Summary
Bed Bath & Beyond has signed a Letter of Intent to acquire F9 Brands in a deal with a headline value near $150 million, combining cash, stock and a potential earnout tied to future EBITDA performance. The acquisition is designed to broaden BBBY’s Beyond Home Services into project-focused product and service lines and is expected to close after the company’s May 2026 shareholder meeting, contingent on standard closing conditions.
Key points
- Transaction structure: $37 million cash plus about 16 million BBBY shares valued at $7.00 each, with a possible $25 million earnout tied to $20 million in EBITDA over five years.
- Scale and inventory: F9 Brands posted roughly $522 million in net delivered sales in fiscal 2025 and holds around $130 million of inventory; $40 million of existing financing will roll into the deal.
- Sectors affected: Retail and home improvement markets are directly impacted as BBBY expands into higher-ticket, project-based categories including cabinets, flooring and installation services.
Risks and uncertainties
- Timing and approvals: The closing is conditional on customary due diligence, definitive agreements and regulatory approvals and is not expected until after the May 2026 shareholder meeting, creating execution timing risk for investors and industry stakeholders.
- Performance-based consideration: A $25 million earnout is contingent on F9 Brands achieving $20 million in EBITDA within five calendar years, introducing revenue and profitability execution risk tied to the transaction’s full consideration.