Brand House Collective Enters Material Agreement, Triggers Financial Obligation

TL;DR

TBHC just signed a big deal that's messing with their money obligations.

AI Summary

On November 24, 2025, The Brand House Collective, Inc. entered into a material definitive agreement, likely related to a financial obligation. This event triggered acceleration or increase of a direct financial obligation or an off-balance sheet arrangement. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates a significant financial event for Brand House Collective, potentially impacting its debt structure or financial commitments.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and a triggering event for financial obligations, suggesting potential financial risk or restructuring.

Key Players & Entities

• The Brand House Collective, Inc. (company) — Registrant
• November 24, 2025 (date) — Earliest event reported
• November 25, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ") of Parent's common stock, par value $0.0001 per share (" Parent Common Stock "), pl
• $341,800 — Parent an expense reimbursement fee of $341,800. Subject to certain conditions, the Co
• $1,025,300 — ired to pay Parent a termination fee of $1,025,300. Important Statement Regarding the Mer
• $10 million — itments were increased in the amount of $10 million for a total aggregate principal amount
• $30 million — r a total aggregate principal amount of $30 million (the " Parent Delayed Draw Term Loan Co
• $20 million — mitments were drawn and funded, leaving $20 million in available Parent Delayed Draw Term L

Filing Documents

• tbhc20251124_8k.htm (8-K) — 63KB
• ex_892815.htm (EX-2.1) — 647KB
• ex_892816.htm (EX-10.1) — 63KB
• ex_892817.htm (EX-10.2) — 60KB
• ex_892984.htm (EX-99.1) — 27KB
• b01.jpg (GRAPHIC) — 14KB
• b02.jpg (GRAPHIC) — 3KB
• 0001437749-25-036171.txt ( ) — 1178KB
• tbhc-20251124.xsd (EX-101.SCH) — 3KB
• tbhc-20251124_def.xml (EX-101.DEF) — 12KB
• tbhc-20251124_lab.xml (EX-101.LAB) — 16KB
• tbhc-20251124_pre.xml (EX-101.PRE) — 12KB
• tbhc20251124_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On November 24, 2025, The Brand House Collective, Inc., a Tennessee corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Bed Bath & Beyond, Inc., a Delaware corporation (" Parent ") and Knight Merger Sub II, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (" Merger Sub "). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the " Merger "). Merger Consideration Conditions to Closing The closing of the Merger is conditioned on certain conditions, including (i) the (a) adoption and approval of the Merger Agreement by the affirmative holders of at least a majority of the outstanding Company Common Stock entitled to vote thereon at a meeting duly called and held for such purpose and (b) affirmative vote of a majority of the votes cast by Disinterested Shareholders (as defined in the Merger Agreement) at a meeting duly called and held for such purpose (th

01 Other Events

Item 8.01 Other Events. On November 24, 2025, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated November 24, 2025, by and between Company, Parent and Merger Sub.* 10.1 Amendment No. 2 to Amended and Restated Term Loan Credit Agreement dated as of November 24, 2025, by and between Kirkland's Stores, Inc., as Lead Borrower, the other Borrowers named therein, the Guarantors named therein, Bed Bath & Beyond, Inc., as Administrative Agent and Collateral Agent and the Lenders party thereto. 10.2 Fifth Amendment to Third Amended and Restated Credit Agreement dated as of November 24, 2025, by and between Kirkland's Stores, Inc., as Lead Borrower, the other Borrowers named therein, the Guarantors named therein, Bank of America, N.A. as Administrative Agent and Collateral Agent, and the Lenders party thereto. 99.1 Joint Press Release issued by Parent and Company, dated November 24, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without limitation, statements that are accompanied by words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "outlook," "plan," "see," "seek," "target," "will," "would" or other similar words, phrases or expressions and vari

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Brand House Collective, Inc. November 25, 2025 By: /s/ Michael W. Sheridan Name: Michael W. Sheridan Title: Senior Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR