By now we all should know that in Jan, Feb, and March of this year, Ryan Cohen bought 9.8% of BBBY's shares + a bunch of options and then sent the board another strongly worded letter.

This already is kind of strange to me. Does Ryan Cohen really think Bed, Bath, and Beyond is a prime investment opportunity? Is he trying to transform BBBY in the same way he is transforming GameStop?

I would say hell no to both. Cohen is clearly thinking 10 steps ahead of the industry. The revolution of GameStop is clearly something that he thought of a long time ago, and something that required (and still requires) the collaboration of multiple large companies to be able to successfully launch an NFT marketplace and to do whatever else they are planning.

So why did Cohen buy these shares? And more importantly, why did he pick options with strikes as high as $60 up to $80 a share, with expirations a year out?

Here's one important thing that I haven't seen anyone talk about: Options cannot be bought or sold in pre-market trading (except for SPY, I believe, and a few other exceptions). Although Cohen's options would have been highly profitable with the huge volatility of the stock in pre-market, he would not have been able to sell them. And since regular hours was nothing but downhill movement, I am highly confident that Cohen still holds these options.

The options have expirations in January 2023. Now, we know that per ImmutableX's contract with GameStop, that they are certainly launching ImmutableX's gaming NFT marketplace before the end of 2022, since GameStop certainly does not want to pay out that $25M, or however large the penalty would be. So if Cohen knows the marketplaces are rolling out before 2023, the expiration dates make sense right?

WRONG. Why would Ryan Cohen buy options now when he SHOULD know that theta decay would make these options less and less profitable as time went on? It would make much more sense to buy the options much closer to the 'event horizon'... whatever reason Cohen believes that BBBY will reach these values.

Does Cohen believe that BBBY will triple in value within this year alone on fundamentals? Well, maybe, BBBY is very undervalued just GME was at the start of 2021. They took in $9B last year, and with a similar amount of outstanding shares as GME, their market cap at this price is just $2.16B... that's a P/S ratio less than 1.

So there's reason for BBBY to go up, but will it? Ryan Cohen thinks so. Now, going back to the options, it would make far more sense for Cohen to buy options when it is closer to the time that he believes the stock will take off. He could have bought BBBY all last year. But he waited to buy options NOW. 2/28 and 3/1 to be exact.

Now, when talking about these billionaires who are almost always much more in the know than we are, they have to be careful of something that we often do not have to be careful of: market manipulation. I do believe that Cohen has to be careful in how he invests in the market with his large amount of money. There's a reason that billionaries don't buy weeklies before announcing or buying certain stocks or derivatives. They'd get crushed by the SEC, who is somehow much more active when it comes to protecting their hedge fund and bank friends than retail investors and whales. Perhaps Cohen picked options with expirations a year out to not be accused of market manipulation.

I personally think the BBBY letter, while reasonable sounding, is BS. I think it is purely cover to show that Cohen is interested in the fundamentals of the company, when this investment is really a technical play. To get BBBY to $60 or $70 a share requires to break through the same short walls that are preventing GME from running up. Cohen obviously can't buy options on his own stock, so he does the next best thing: Buy options in the next highly shorted stock. He can make bank on the short-squeeze while being protected from being accused of market manipulation.

If you have been around awhile, you probably are aware of portfolio swaps, the derivative that is related to all the different 'meme' stocks and how they all follow similar trading patterns. SHFs and MSM and their cronies really don't want the public to understand these derivatives and how they work. Now, I don't believe that they are illegal, but is it possible that Cohen knows that these derivatives are not public enough for him to be accused of market manipulation if BBBY squeezes? Hmm, I'm not sure. But it appears that he believes that he can target a stock that is within the basket of stocks that are shorted together in tandem.

Conclusion: Cohen's purchase of options and the strike prices they are at indicate that Cohen believes that BBBY is going to hit those strikes soon. With GME being tied to BBBY through portfolio swaps, he knows that GME squeezing will squeeze BBBY and other meme stocks as well. Cohen chose to purchase these options now, rather than later, which makes it far more likely that he believes that BBBY will squeeze sooner rather than later, due to theta decay. Cohen may just be using the malicious use of portfolio swaps against SHFs to make another few billion when Cohen launches GME's marketplaces and whatever else they are launching this year

BBBY is up 9.62% today during market hours and up another 82.93% After Hours

Why?

Because BBBY announced a $1 Billion three year Share Repurchase program which will burn Shorts

Update: BBBY has announced by end of 2021 (within Nov and Dec 2021) it is going to buy back $400 million worth of shares

thanks to DarthBooom () for this ->

BBBY has 96 million float, with 26 million shorted

$400 million at $20 works out to 20 million shares that will be bought back

$400 million at new After Hours price of $30 works out to 13.33 million shares that will be bought back

BBBY is one of the heavily shorted stocks alongside GME

There are rumors that Swaps and Bundles and ETFs that include two or more of

BBBY, GME, FinlandPhone, Blueberry, etc

are all shorted together

So the $1 Billion share repurchase bomb from BBBY

is burning shorts

and causing prices of All Super Momentum Stocks (GME, BBBY) to go up

BBBY is up to 30.40 - That's 81.49% in After Hours

GME is up 12.15% to 225

Thank you BBBY!!!

References:

1. BBBY PR announcing it is launching a new digital marketplace for Home & Baby categories ->

2. BBBY at Yahoo Finance - $1 Billion Share Repurchase ->

3. Kroger and BBBY partnership ->

BBBY, really coming out all guns blazing

Edit 1: $400 million by end of 2021. $600 million out of $1 Billion has already been bought back. I'm investigating and will update

In any case, $400 million in share buybacks by end of 2021 (2 months) is pretty darn good

BBBY Financials -

BONUS

Now is the time for GME to announce NFT Platform and its plans

SHFs are doing to be in disarray for next few weeks

Announcing now might be the Killer Blow we need to start off MOASS

Yes we get it the price for BBBY is low and Yes Ryan has invested in the company. He also invests in Apple and other companies - but this is a GME sub.

Feels to me that fud campaigns are getting smarter and aren't about fud anymore but by micro distractions. Just ask yourself how much money or how easily you’ve been distracted by BBBY in the last weeks or months. Even if you spent small amounts on BBBY, that could have gone to GME. This is how the distractions work.

Let's all remember GME is the only deep value play and has become about something much much more (our financial lively hoods and the greed and corruption of wall street)...Not BBBY.

Let's re-focus on what really matters here. DRS. GME.

P.s. this isn't a dig at BBBY investors. If you want to do that go for it but don't discuss it here.

An apology is in order after my prediction got disproven today.

I'm sorry. Kind of feel like I let Apes down here. Even though a majority of this theory was speculation, I was so confident that I was gonna be right because it all made sense, and yet my obstinacy got the best of me.

Here's the latest that debunks my thesis:

All BBBY positions sold:

And my prediction that he was betting on MOASS before Jan 2023 because of the BBBY calls, thereby using a basket stock to take profits during MOASS, is invalidated:

Why did RC sell all his BBBY positions?

I don't know. And tbh after my incorrect prediction, I'm not gonna try to speculate. But I do trust RC. He's a good man. He knows what he's doing, and so for whatever reason he did this, I trust that he's got everything planned out.

He's never sold a single GME share, and has only added to his position. He cares a lot about GameStop and its transformation. I considered the BBBY thing to be more for profit taking, but he did put some of his people in the BBBY board and help the basket stock out in many respects, which is another wedge towards SHFs.

As for if MOASS is gonna happen by the end of 2022, one of the main things I was riding on was RC's calls, because I legitimately thought he was predicting MOASS before Jan 2023, but since that got shot down, I'm less certain ngl.

Ignore the whole 3 month thing with the calls, because that's irrelevant now, but in terms of MOASS not happening by the end of the year, that is something that is yet to be seen, because there's still lots of factors at play.

Unlike the RC BBBY calls theory that was majority speculation, we do have confirmation that Bafin and Austrian FMA (the German and Austrian SEC respectively) are still currently working on ensuring that all their brokers have received GME shares correctly (in the form of a dividend):

There's no speculation here. Neither is the fact that GME has the Golden Cross, or virtually 133 consecutive days of 100 utilization (except 1 day that was 98%), or the facts that 2021Q3&4 CTB were infinitesimal compared to CTB rate right now, or the fact that new DRS numbers are coming out in September, and DRS rates have only been increasing this year. So, there's still tons and tons to look forward to. I could still be wrong about MOASS not happening by the end of 2022, and in that case y'all will get some sort of ass either way (either moass or myass), so it is what it is.

But I'm really just making this post to apologize and provide reassurance. I'm sorry, I messed up, should've been more diligent before making a prediction like that; however, the future is still unphased for GME. That should be an important takeaway.

Take care, and see y'all on the moon. 🦍🚀🌚

Edit: Wanted to add that after watching the video of Cramer freaking out and , it tells me that RC made the right decision.

Edit #2: Here's a post from Ape that explains what possibly happened. Honestly adds up, and I think a lot of Apes wanting to dig deeper could greatly benefit from the information provided in this post, so I'm sharing it here:

If you haven't been paying attention, there's been some interesting developments in RC's other investment: BBBY. Over the past week, BBBY went from about $11 up to $30 and now dropping back to $12 (AH today). What's going on?

What if RC just played 69-D Chess turning the tables on Citadel and SusQ with a reverse Uno?

Two days ago (Aug 16), we saw that . Citadel and Susquehanna went net long on BBBY probably because RC was heavily invested in BBBY when it had over 100% short interest which is very deep into Short Squeeze territory.

The short positions were never closed -- the shorters (e.g., Kenny, Citadel and SusQ) used swaps to shift the short risks to people who were supposed to get wrecked when BBBY squeezed. Kenny, Citadel, and SusQ set up bag holders to fail. Probably teacher pensions ( and and ).

MSM and Wall St have been attacking Ryan Cohen for his BBBY position. Interestingly, we find out today that (). Now, RC can't be blamed for a BBBY short squeeze. BBBY hasn't squeezed yet and he's out.

On this news, BBBY stock tanks down to $12 AH. Remember who just went long? Citadel and Susquehanna -- their long positions just took a nosedive off a cliff.

Now what?

Remember those bag holders Citadel and Susquehanna aimed to wreck with swaps? Swaps work both ways. They just got a huge windfall in profits! Citadel and Susquehanna need to pay up and close those swaps that were supposed to wreck the bag holders. The targeted bag holders just got a lesson in understanding who they're trading with before signing on the dotted line.

TADR: Citadel and Susquehanna just got wrecked

• RC just played 69-D Chess making bank off BBBY before it squeezes. (Remember how Burry gets visited by the FBI and audited by the IRS? RC probably would like to avoid some of that.)

• Citadel and Susquehanna went net long BBBY two days ago (Aug 16) so they were primed and ready to profit off a squeeze where they would pin the blame onto RC who's now out. Their long positions just nosedived off a cliff. Guess who needs liquidity now??? (Hint: )

• Citadel and Susquehanna set up bag holders (think pension funds) for the BBBY squeeze. Except with this drop, the swaps are handing the bag holders fat loads of cash from the people who tried to screw them.

• The short interest is still out there. The shorts never closed. Assuming the targeted bag holders get smart real quick, they'll get paid out leaving Citadel and Susquehanna to be net short again to take the fall when BBBY squeezes. 

• RC, being out of BBBY, can't be the scapegoat for the eventual BBBY squeeze.

Obviously, Citadel and Susquehanna now just lost a ton of money which makes it real hard for them to keep their GME short game in play.

EDIT: Add link to

EDIT 2: "The short positions were never closed." The BBBY squeeze is not yet squoze.

Buckle up! 💎🙌

EDIT 3: Emphasize teacher pensions with links.

EDIT 4: courtesy of 's comment Citadel needing liquidity

EDIT 5: . And BBBY's CFO sale has been planned since April ( and ).

Timeline: RC bought in March and gets in with BBBY. Just as how GME sold shares during the peak SLR periods, BBBY's CFO learns from RC and plans a sale in April for the peak earlier this week.

This has all been expected. The dump occurred after RC sold based on MSM which now paints MSM as the manipulator. To top it off, this all seems like magic to anyone at BBBY which is great for building trust between RC and BBBY. Lots of money just flowed out of Citadel and Susquehanna -- both heavily short on RC's main investment, GME, and in need of liquidity.

ok im in lets fucking go PULTE. Finally not just a talking head, ie. in the fuckin play!!!!!!!!!!!!!!!!!!!!

For anyone who is confused, PULTE announced on his space call he has purchased a "large position" in BBBY Bonds. Meaning however this all plays out now fiscally matters to him. Fire ass move imo, ive been very skeptical, even critical, but this move shows he is invested in how this bankruptcy will play out

Anybody else have their bbby bonds change into dk butterfly?

I am confident that the media's interpretation of this dip will be 'retail'. You know those horrible individuals fueling inflation and quitting their jobs while corporations and wallstreet work so hard to make the world a better place.

Lol.

I have not sold a single share. Raise your hand if the same applies👋👋

Edit: While the original sentiment of this post seems true for most, Ryan Cohen sold all of his shares. I won't be selling as I believe BBBY is still undervalued. I would encourage anyone reading this to think for themseleves instead of following Ryan Cohen blindly. I realize the hypocrisy of that statement given he is the reason most of us are here.

Second edit: Seeing some sentiment of "Ryan Cohen robbed me" or "Ryan Cohen made me a bagholder" etc. Wanted to call out that trading is not a team sport. No one here is in this play due to false or misleading information from BBBY, their board, or their leadership. Have some confidence in yourselves and you investment!

Hey folks, weekend dose for you. This one is long, spicy, and I stumbled on it by accident. 8 hours later, here we are. You know the drill; TL;DR: at the bottom. This might be one of the last ones before moon, and I mean that sincerely and honestly.

Disclaimer

Usual stuff:

• I'm not a licensed financial advisor, this is not financial advice

• I am not advocating for any of you to do, or not do, anything; you are all individual investors in control of your own investment decisions.

• Don't forget to fact check and do your own DD

Let's get into it...

The Facts

This time we got some good stuff and I have all the SEC documents to prove it. That's right, a kind fuck you to anyone that wants to naysay because... "but where are the FaCtS?!".

Sorry, the bombardment of... aggressive and interesting characters in the sub lately prompted that one. Proceeding onwards.

Rapid fire point form:

• September 30th Q2 10Q filing introduced the new ABL and FILO adjustments

  • sauce:

  • search -43- just below that will be the FILO agreement (in the form of images) as an amendment... that's right - it's tied with the ABL (more on this later)

• Aug (sorry about backwards jump), there was the notice of the at the money offering of shares, 12 million to be precise.

  • A form S-4/A was updated in Nov (now the jump makes sense) where it outlines that at the end of October (we're all over the place I know) $150 million additional to be used for ATM offering was setup.

  • sauce:

    • search 150 and you'll find the summary that outlines the dates and the amounts.

    • Or look for page 15.

• So far nothing new... let's keep going. Fast forward to January 2023.

• BBBY held their Q3 shareholders meeting late on Jan 10th; no 10Q was filed.

  • In this they notified us they used revenue from their holiday sales to buy more inventory

  • They also mentioned reference to missing targets (probably in addition to going concern notice)

• Jan 13th they defaulted on ABL terms (per JP Morgan - ABL administrative agent), this would come to light in the 10Q, which was released January 26th.

  • sauce:

  • search for default on page -9- (you can search that too)

  • Important line (bold is my emphasis): "certain events of default were triggered under the Company’s Credit Facilities (as defined below) as a result of the Company’s failure to prepay an overadvance and satisfy a financial covenant, among other things. "

  • Another odd fact: their 10Q balance sheet suggests they would have, or at least have access to, the liquidity to pay the amount defaulted.

• This is not relevant to this post so much but there was also the Form 4s that were all filed on jan 20th saying they were paying out cash for the RSAs of the board members.

  • Then that got reverted for everyone but Harriot Edelman on Jan 27th; her's were forfeited.

  • [Edit] Wanted to add a comment I got from rightfully clarifying the above. Harriot was not the only member, there was a missing 4/A for Minesh Shaw as well. This does not mean his RSAs were forfeited just yet, or that he took a cash deal; they could be late filing the amendment for him. Time will tell what is the truth but for right now the assumption is he took the cash or exited without penalty. [Edit#2] this has since been found uploaded to the BBBY investor records. Filing was just later - thanks for that.

• Conveniently, BlackRock filed a Form 13G on January 26th, the same day as the Q3 10Q release :

  • They reported a 14% stake in the company, at 12,332,491 shares. Which means their reporting identified the float at the time was (using some reverse math)

    • 12,332,491 / x = 14%

    • 12,332,491 = 14% * x

    • 12,332,491 / 14% = x

    • x = 88,089,221 float

  • sauce:

    • But wait a minute, that was an amendment of their previously filed 13G on January 20th

    • sauce:

    • Only difference: previously they didn't have voting rights with their shares, and now look at that, they do.

Great, we're all caught up

Logical Deductions

If you've followed my set's of DD, you know I focus on why questions a lot and leverage information that is told, to identify things that aren't but can be implied through deductive reasoning. I've said it before, but I like to assume every reader might be new. If this terminology eludes you, I know you're familiar with the concept:

If A = B and B =C, then we can deductively conclude; or infer, that A = C.

Well, based on the information in the fact section, we can deduce the following conclusions:

• BBBY had enough liquidity (funds) to be able to pay the debt obligation payment on January 13th;

  • Either through:

    • The liquidity on the balance sheet, or through maneuvering funds they had access to (10Q)

    • Using the holiday sale revenue to make the payment (shareholders meeting / forward statements)

    • Offering shares ATM from the $150 million (Form S-4/A)

  • This means, BBBY intentionally didn't pay their obligations that made them default on Jan 13th with JPM.

Well that's strange right? If you had the money or could easily access the money in multiple ways, why would you not pay? I think I know why..

BBBY said the default was caused by "not paying, among other things". Well what could other things be, because the FILO shown in the Q2 10Q doesn't list conditions of default?

And of course not, because it was an amendment. What most people won't understand or know, the FILO loan is extension of the ABL credit. Which means, all the loan terms of the ABL, apply to the FILO, unless otherwise updated in the amendment; which there wasn't much adjusting other than adding the terms of the additional funding provided by Sixth Street Partners.

Cool, but what mean wrinkle brain ape?

The Holy Grail

You would normally think the loan agreement would be referred, especially if the terms were from couple years prior. Unfortunately, that's not the case so you have to scour the SEC files to find the actual loan terms of the ABL. So finding the loan agreement means knowing when they signed it. Good luck.

Guess lady luck was on my side because a google search stumbled on this:

That's right, JPM's filing of the ABL loan with BBBY, submitted June 19th, 2020. And would you look at that, when you search BBBY's records here for June 2020:

You can find their notice of the loan in this 8-K release:

Awesome

So now with the original ABL loan agreement, what can we find out? Well, we can learn what counts as a default and see what of that might be "among other things".

Note: For reference, I'm using the JPM filing link because theirs is all text and BBBY has image uploads in some of the filing, which makes searching hard.

Side note: Before we move forward, I just wanted to share that the $375 million on the FILO was no accident, it was a clause in the ABL set back in 2020:

(b) Expansion of Commitments.

(i) After the Initial Borrowing Base Date, the Borrower Representative may from time to time elect to increase the Revolving Commitments or enter into first-in-last-out term loans or revolving loans (each an “Incremental FILO Loan”) so long as no other “first-in, last-out” facility under this Agreement may then be in effect, in each case in minimum increments of $5,000,000 so long as, after giving effect thereto, the aggregate Dollar Equivalent of such increases and all such Incremental FILO Loans (in the case of first-in-last-out revolving loans, taking into account the

65

full amount of the commitments to make such loans) does not exceed $375,000,000. The Borrower Representative may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental FILO Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments, or to participate in such Incremental FILO Loans, or provide new Revolving Commitments, as the case may be;

You can search for any of that text, 375, or look for page 65.

Alright let's continue on the default stuff.

• We can find this information in: ARTICLE VII Events of Default

  • There are 4 entries of "Events of Default" on the page. The one you're looking for is #3 & #4.

What does it say?

• (a) the Borrowers shall fail to pay any principal of ...

  • Ok not that one

• (b) the Borrowers shall fail to pay any interest on ...

  • Ok not this one either

• (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made (or in any respect if such representation or warranty is qualified by materiality or Material Adverse Effect);

  • That's a whole lot of nothing - basically if they made a new agreement this one defaults. So not it.

• (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained (i) Section 5.01(e)(ii) or (iii), ...

  • Basically if any of the parties involved don't act according to what's agreed to. Could be it

• (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement

  • Basically an extension of (d); so could also be it

• (f) any Loan Party or Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace periods or notice requirements); ...

  • Another payment fail one, so that's not "among other things".

• (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (after giving effect to ...

  • That's interesting. This is technically true, some event triggered everything being due prior to maturity - but what event?!

• (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) ...

  • Ah cool, there's the "bankruptcy" word for the bingo card.

• (i) any Loan Party or Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition or proposal seeking liquidation, reorganization or other relief under any Federal, state, provincial or foreign bankruptcy, ...

  • Another clause of (h), possible but is related to that B word again that BBBY haven't officially filed for.

• (j) any Loan Party or Material Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail generally to pay its debts as they become due;

  • This one is true. BBBY declared it on their Q3 10Q

    • Same page -9- : "At this time, the Company does not have sufficient resources to repay the amounts under the Credit Facilities and this will lead the Company to consider all strategic alternatives, including restructuring its debt under the U.S. Bankruptcy Code."

  • But this is not "...among other things". Remember they said "...as a result of the Company’s failure to prepay an overadvance and satisfy a financial covenant, among other things."

• (k) one or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 (to the extent not covered by independent third-party insurance as to which the insurer...

  • This is not related to some form of settlement or case against BBBY so not this one.

• (l) (i) an ERISA Event shall have occurred that when taken together with all other ERISA Events...

  • Not this one, ERISA is a retirement vessel - I think this is just generic writing by JPM on the contract

• (m) a Change in Control shall occur;

  • Interesting. Note there is nothing other than those 6 words written to clause (m)

• (n) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue ...

  • Not this one, none of the parties that are guaranteeing the loan dissolved - at least not yet, hope you don't have puts ;)

• (o) except as permitted by the terms of any Loan Document (i) any Collateral Document shall for any reason fail to create a valid security interest in any Collateral purported to be covered thereby, or (ii) any Lien, securing any Secured Obligation shall cease to be a perfected, first priority Lien subject to Liens permitted under Section 6.02;

  • I'll be honest, I don't fully understand this one but I don't think new documents were created here so I don't think this applies.

• (p) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the validity or enforceability of any Loa ...

  • I feel this is an extension of (o)

• (q) the subordination provisions of any Intercreditor Agreement shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Indebtedness;

  • This means they treat the loan as less important than something else.

  • This is technically true, BBBY committed to paying the bond interest payments over the FILO / ABL payments.

    • However, that was after the default statement came out.

    • So... not it?

And that's it...Whew, that was fucking long. If you're still with me, I appreciate you. So what did that all really give us?

1. BBBY either failed to observe some aspect of the covenant

2. Some event took place that implies the material indebtedness needs to be paid in full

3. A forced proceeding based on liquidation, restructuring, bankruptcy, etc.

4. A change in control

I didn't include the one on BBBY acknowledging their inability to pay, because they outlined that, meaning it's not part of the "..among other things". I also didn't include the last one on subordination because while technically correct, the events happened after the default, so it's not applicable.

Ok so we have 4 conditions. Well we know #3 is not it because they didn't file for bankruptcy yet, nor did they liquidate anything, and they hired the restructuring expert after the default event.

We can look through the covenant agreements to see if something was failed to be observed. The failed section refers to article 6: Negative Covenants.

I don't want to blanket statement but...

Until all of the Secured Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other Loan Parties, with the Lenders that:

SECTION 6.01. Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 (including the Senior Notes existing on the date hereof and set forth on such Schedule) and any extensions, renewals, refinancings and replacements of any such Indebtedness solely in accordance with clause (f) hereof;

(c) Indebtedness of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party

101

to any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent;

It's basically saying the borrowers can't pass of the debt to someone else (duh) and a bunch of other clauses related to the subject. Further clauses outline stuff on refinancing, other elements of borrowing... boring. But this didn't happen because not disclosing things to JPM would result in JPM retaliating to invoke default; and that would have been after any public news from BBBY on the subject. Since JPM identified to BBBY they were in default, this had to be from any news BBBY told JPM privately.... interesting.

I encourage others to do DD to proper fact check but I'm passing on this one as likely not it.

So #1s out and so is #3. That leaves...

• Some event took place that implies the material indebtedness needs to be paid in full

• A change in control

What if.. both those events are related? Well for that to be true, a change in control would have had to take place, and based on that definition of change of control, it implies the the books needed to be cleared because the event triggers the need for the debt to be paid in full.... kind of like if two companies merged...?

huh.

Well I really wish I knew what change of control was defined as... OH WAIT!

When you search "change in control", it exists only 2 times in the entire document. 1 is the article clause that we just saw - not much to it. The other is the lexicon (the definitions list), which states this:

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (i) a member of the board of directors of the Company on the Effective Date, (ii) nominated for election to the board of directors of the Company with the approval of a committee of the board of directors consisting of a majority of the independent continuing directors or (iii) nominated for election, elected or appointed to the board of directors of the Company with the approval of a majority of the continuing directors who were members of the Company’s board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director). As used in this definition, “continuing director” means any director described in subclause (i), (ii) or (iii) of clause (b) in the preceding sentence.

Let me enlarge this for effect:

Yeah, that's right. Change in control does not...

- relate to bankruptcy (at all)

- depend on a vote taking place from shareholders or the board

- require a 50% majority ownership

This is just my opinion, but when BBBY say, "among other things" they are talking about how 1 of the 3 conditions took place for change in control, which allows JPM to invoke default.

Why? More logical deduction:

BBBY could have paid the obligations and didn't. This is because the event of change in control would result in a default anyways. So why bother paying, knowing you're going to have to pay it all immediately as soon as the change in control is noted? You also know that if BBBY doesn't notify JPM of these changes, they would be considered subordinate and then JPM would file the complaint to invoke default - but this would have been after any news of M&A or anything else of the sort. So you know BBBY also held up their end of the bargain with the covenant by notifying JPM of material changes.

So by telling JPM and simultaneously choosing not to pay the loan terms that month, you can say it defaulted because you didn't pay, among other things; when the real reason it defaulted is because you had a change in control.

Sneaky way to hide what's going on behind the curtains.

Fuck you shorts. PAY ME.

TL;DR:

The original ABL loan terms has a clear definition of what change in control is, as well as how it is invoked. It is also a reason, probably the most logical reason at this time, for a default event to trigger. While technically bankruptcy is a logical reason, it would have required BBBY to file or announce bankruptcy for that event to trigger the default. Since they have not done that, and the default took place... well you get the idea.

Based on some of the other deductions we can make from BBBY's actions, we can take this as a sign of an upcoming M&A. Book your flights ladies and gents, just leave the date on the ticket empty; it'll still be valid.

[Edit] reached out to me in a DM sharing their post on another sub having found and dissected similar information. Just wanted to give some credit to other DD writers that identified before me. Feel free to check out the post:

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I really hope you enjoyed that rollercoaster ride. It was 4-6 hours of unintentional research and 2 hours of drafting the write up. Yes I was up all night for this one, wife is going to be pissed (I'll buy her diamonds). It's ok, after this, I'll be someone's wife's boyfriend.

Big thanks to for being my go-to for bouncing ideas and comments off of... at least for the first 3-4 hours haha. I believe he will be making some tin foil related to these findings, there's a lot of number references it's crazy. However not on this sub since he's banned from his ban bet. Check his profile for for where he posts now. Some things he'll likely talk to:

Remember 40% ownership? Well what if that was split between a group of people?

Remember BlackRock's 14% ownership? Interesting how BR + 40% ownership = over 50% of a company and wins any vote.

The famous 741 or in some cases 147 :O

There's also stuff like the default date being the 13th (Teddy buckle); which btw it should be noted all these clauses in the ABL had definitive time restrictions on notification of actions. This means you could 100% in advance, determine on what days you had to get a response back from each party when certain events take place. Feel free to check them yourselves, all in the clauses :)

Don't worry, I'll get paid; it's on the shorts :D

No dates. Always tomorrow; until today.

Major Whoopass2nd Ranger Regard Battalion Gaming Clan

Signing off.

My Theory: Cohen will on behalf of Gamestop buy "Buy Buy Baby" for the newly filed GMERICA.

BBBY gets to be debt free, most BBBY-longs will be in the green again (will trigger a shortsqueeze) and the GME-stock will get a higher target price (possibly also a gamma-squeeze or two).

Gamestop is truly turning into an online retailer ala Amazon and its exciting to say the least, remember the large warehouse purchased a while back? Its possibly for GMERICA, and look at the filing of what GMERICA will sell; many of the things that exist at "Buy Buy Baby".