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)
"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.
A revenue multiple of 2x $1.5 billion in BABY sales = $3 billion market cap, or roughly $5.50/share.
2.34x multiple like Chewy, BABY would be valued at $3.5 billion, or roughly $6.36/share.
6.72x multiple like Etsy, BABY would be valued at $10 billion, or roughly $18.18/share.
Cohen refers to BABY as "the Ultimate Destination for Babies", a phrase only used twice with Chewy and GameStop,
"Our own experience taking Chewy from a start-up to the ultimate destination for pets..."
"Maximize Stockholder Value by Becoming the Ultimate Destination for Gamers"
But then on Aug 16th, Cohen sells his entire Bed Bath & Beyond position.
The company makes an announcement the following day on Aug 17th saying,
"We were pleased to have reached a constructive agreement with RC Ventures in March and are committed to maximizing value for all shareholders."
The following day Aug 18th, Bed Bath taps Kirkland and Ellis for help addressing its debt load.
Is it more likely Ryan Cohen quit on a project for the first time in his life? The man who was told no by over 100 funds to finance Chewy? Or is it more likely he was exiting his position to perform an acquisition of BABY?
Reminder: Cohen spent $121 million to own 9.8% of Bed Bath & Beyond, $45 million more risk than the $76 million he spent to become the Chairman of GameStop.
Is he after buybuy Baby in an effort to build a conglomerate aimed to take on Amazon?
Maybe a good time to drop the Teddy DD for those who are curious. Teddy for life.
For those who think Cohen failed to win over the board even with three of his own RC Ventures designees, I offer this quote with which he closes his letter,
"This does not mean, however, that RC Ventures will not seek to hold the Board and management accountable if necessary."
Which means you're calling Ryan Cohen a liar. If you argue he failed to win the Bed Bath board and quit, you're telling me Ryan Cohen is a liar. Awfully weird take for anybody long GameStop. 🤫
Yesterday's Discussion: 6 Days to Bankruptcy w Cohen's Board
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.
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.
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.
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..."
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
“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...”
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
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.
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...
…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."
9 Days to Bankruptcy: Jake Freeman announces ownership of 2024 notes and 6.21% equity stake in Bed Bath & Beyond on July 21st, proposing a bond issuance to raise cash while opposing a sale of the company or a significant amount its assets. #BBBY
"Freeman Capital advocates for a debt realignment that does not change or affect the control. BBBY's effective realignment is a top priority for Freeman Capital and is made in the context of a disinterested shareholder-"
"Freeman Capital does not advocate for a sale of BBBY to another company, Freeman Capital does not advocate for the sale of a significant amount of the issuer's assets, Freeman Capital does not advocate for the restructuring of the issuer..."