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...”
“If you keep buying stock, then we are going to dilute the hell out of you. That is what we plan to do. We are going to issue an awful lot of stock here to all the people, all our friends and you keep buying stock but it's like we're printing up stock in the basement.” #JPM
“That's what we are going to do. We are just going to print up stock and we are going to give it out all over the place. .. Now that's what we're going to do and we have a few other things we haven't told you about.’”
This book was published 30 years ago. Icahn has increased his net worth from sub $1b to $17b over those 30 years. @Carl_C_Icahn has made a fortune by fucking these investment bankers.
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."
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.
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..."
Bloomberg reported Sunday, "Bed Bath Begins Three-Week Countdown to Possible Bankruptcy". I'd like to celebrate our final days to April 26th w a daily discussion of various topics hinting at the latest corporate raid of @Carl_C_Icahn
"On or around January 13, 2023, 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."
Why didn't JP Morgan seize assets right then? What kind of sophisticated investment bank issues default on a company with a 'Going Concern' and doesn't immediately collect on it's loans? Bed Bath owed JPM $550m on its Asset-Backed Loan as of Nov 26th (as reported in the default)
I'd Like To Solve The Puzzle:
A 12-Page Report Exploring Strategic Acquisitions with GameStop CEO, Matt Furlong,
🍎 GameStop Achieves Near-Term Profitability
📙 Mathematical Analysis of Acquisition
🍎 GameStop Achieves Near-Term Profitability
At Q2 FY22 earnings, Furlong announced a transition of focus, "on a new set of priorities that include achieving profitability". He mentions a 14.3% reduction in SG&A as they, "right-sized corporate expenditures and headcounts."