David Simpson 🏴‍☠️ Profile picture
Feb 5, 2023 17 tweets 8 min read Read on X
GM $bbby tomorrow is finally here! Sunday, February 5th, today is a FULL MOON!!🌝

I'm going to share insight on what happened 2/1 and why I believe today (or very soon) we may see @Carl_C_Icahn tweet, "IEP has acquired Bed Bath in a majority-equity transaction for $45/share."
In case you missed Friday's post, here's a brief introduction of the general conditions surrounding $bbby indicating a hostile bond takeover has been in the works for several months now.
2/1 was an interesting day. The WSJ reported bond payments had been missed, but the stock price remained green. Bond prices rose that day and over the week; 24s from 1.20c to 6.50c (!), 34s from 2.01c to 4.56c, 44s from 3.41c to 4.79c. Large volume too, particularly the 44s.
What else happened 2/1?
Fidelity "cost-to-borrow" of the stock had steadily risen ~10% a day for several days in January (thanks for the chart @MikeLeClair16) almost always premarket.

1/31: 8:30am (EST), 1/30: 9:15am, 1/27: 7:45am, 1/26: 5:00am (time stamps verified on r/bbby)
CTB entered 2/1 at 160% n did not move that morning or in trading. Following a day of bond activity and news of missed payments, CTB finally rose from 160%->180% near the end of AH (5:15pm).

The next morning of 2/2, CTB rose from 180%->225%->250% (8:00am, 8:20am) @MikeLeClair16
A staggering 90% (9,000 bps, nerds) increase in CTB from Fidelity in 15 hours. For ref, Gamestop all time high CTB with Fidelity is 38% from June of 2022. I believe it peaked at 30% in Jan 2021? Source?

$bbby cost-to-borrow is now at 265% this weekend.
What else happened 2/2?
Many will remember the stock price rose dramatically the following morning from $2.85 to roughly $4.12 in premarket and again in after hours trading (thanks for the images @741trey)
It's impossible to say with certainty what happened on 2/1, but these details seem to imply an event happened, or otherwise matters changed. The market moved.

We've been waiting for this acquisition to close, was that it?
If the acq. did close on Wed (or possibly Fri when the 2/1 bond purchases settle), the company has until Tue, 2/7 (or 2/9) to report an occurrence of a reportable event. **It's very much unclear if these events constitute the closing of an acq. however.**

Remains to be seen...
Whatever happened, let's take a second to remember that Bed Bath has financial incentive to execute a deal (or bankruptcy) as quickly as possible. According to the 1/26 10-Q, the JPM default accrues 2% interest beginning 1/25, officially putting the company on the clock.
Why have they taken so long? Wen ch. 11?
We don't know, but it has. All we can do is guess. What we ~do~ know is indicators of an enormous short squeeze have been building. Here you can see the absurdity of the recent 4.8m "failure-to-delivers" and ORTEX shares on loan buildups.
I'm going to suggest it's ~possible~ everybody knows a squeeze is imminent, including the co, and Bed Bath waited to miss FILO and bond payments as to prove in a future court of law that M/A was necessary for survival and the board has a fiduciary duty to execute it.
Doesn't really matter if that's true. All we can do now is wait, or look ahead at the company schedule to guess if there might be some evidence of clues.

The schedule is empty, other than the 3/3 coupon deadline of the 30-Day Grace Period. Earnings wouldn't be until late March.
As a meaningless exercise, I decided to go through February and circle dates I would make an announce myself. My rules;

-Sun/Mon/Tue, allowing markets the week to react
-Avoid major events or holidays
-Minimize default interest $$
Given there are no more scheduled events this month, the financial incentive to avoid default interest, the activity analyzed on 2/1 and 2/2, and that this weekend is the final weekend to dominate news coverage...

I won't be surprised if the announcement is today 🌝
DISCLAIMER: I am just guessing of this event based on public info. If I'm wrong, I will roll my 2/17 calls into 4/21 starting Tue and will wait to see what happens w the bonds.
I am just an architect and amateur corporate raider. You're an idiot if you trade on this conclusion.
And as usual, "pin your shit or fuck off" 🏴‍☠️🏴‍☠️

Oh, and @Carl_C_Icahn birthday is Feb 16th. I'd want to get my work done before celebrating too 👀

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More from @pirateportfo

Aug 9, 2023
April 4th, 2023: "What is JP Morgan Chase Doing?"

This thread covers the company's default on Jan 13th with context from their credit agreements with JP Morgan, including a Jan 13th Pitchbook input of a leveraged buy-out of Bed Bath & Beyond.
April 5th, 2023: "Why Would Perella Weinberg Advise Bondholders to Exchange for Equity?"

This thread covers the company's debt-to-equity exchange deals in Nov2022, including a bankruptcy waterfall analysis and relevant experience from Perella Weinberg.
April 6th, 2023: "Why Didn't Bondholders Accept the Debt Exchange?"

This thread covers the company's cancelled debt exchange offering, questioning bondholders incentives to hold Unsecured Notes over Second/Third Lien Notes during Going-Concern operations.
Read 19 tweets
Jun 7, 2023
WSJ reporter @GunjanJS writes, "When #BBBY filed for bankruptcy, it had a gaping hole in its financials: assets of $4.4b and liabilities of $5.2b," but are these numbers currently accurate?

This post looks into two strategies which create net-positive value for shareholders. Image
To begin, these figures were reported in FY22 Q3 earnings for the period ending Nov 26th. Much has changed in the six+ months since.

These figures will not include $360m in equity capital from the Feb securities offering, nor the assuredly negative cash flow from operations. ImageImage
The first category to address is the company's net operating losses (NOLs).

From bankruptcy docket #10 filed on Apr 23rd, "As of the end of February 25, 2023, the Debtors estimate they had NOLs in the amount of approximately $1.6 billion..." Image
Read 22 tweets
May 8, 2023
From the introduction to the book ‘King Icahn’ by Mark Stevens,

“Icahn had built a position in a company, then traded over-the-counter, to the point that he owned a substantial block of the outstanding stock.” #BBBY ImageImage
“Convinced that he had made a forceful case for reconfiguring the business, Icahn paced like an expectant father, waiting for what he hoped would be a favorable response to his plan.”

“Investment banker: ‘You know, Carl, they don't like you at all.’”
“‘I don't want to threaten you but we are going to begin by smearing your name. We've got three PR firms. We've got the best three PR firms in New York. Starting tomorrow, we are going to start smearing your name...”
Read 6 tweets
May 2, 2023
Debt is the New Equity: A look into Sponsored Buyouts in Chapter 11 and recent events surrounding Bed Bath & Beyond including volume in the company's bonds and the appointment of Holly Etlin to Chief Restructuring Officer. #BBBY Image
This six page Kirkland and Ellis paper (2009) details Sponsored Buyouts and the Plan Sponsor Transaction through Chapter 11 bankruptcy proceedings. The following quotes will summarize the paper, but it's worth a full read.

Source: kirkland.com/-/media/public… ImageImageImageImage
ImageImage
Read 19 tweets
Apr 24, 2023
The Day After Bankruptcy, La Fin:

On Mar 30th, Bed Bath files $300m ATM offering to be completed Apr 26th or face bankruptcy. The funds would close the ABL w JP Morgan 3 years before maturity. Any acquisition requires JPM approval, except in chapter 11 proceedings. #BBBY
The $300m ATM offering Mar 30th states,

"Upon filing our annual report Form 10-K, which is due by April 26th, 2023, we will lose S-3 eligibility and therefore we expect all sales made pursuant to the sales agreement will cease by April 26th, 2023... Image
…If we do not receive the proceeds from the offering of securities covered by this prospectus supplement, we expect that we will likely file for bankruptcy protection."
Read 18 tweets
Apr 21, 2023
5 Days to Bankruptcy: Cohen argues a multi-billion $$ valuation of BABY as the Ultimate Destination for Babies. He sells his Bed Bath position in Aug at the start of M&A negotiations. His letter suggests his willingness to hold the board accountable. #BBBY
"Given that BABY is estimated to reach $1.5 billion in sales in Fiscal Year 2023 with a double-digit growth profile and at least 50% digital penetration, we believe it is likely much more valuable than the Company's entire market capitalization today."
($1.6b at time of writing) Image
"We believe under the right circumstances, BABY could be valued on a revenue multiple, like other ecommerce-focused retailers, and justify a valuation of several billion dollars."

The math presented in the following tweet assumes 550m shares outstanding at Bed Bath.
Read 13 tweets

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