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d4nl0w Profile picture
d4nl0w
@rdlowrey
Purveyor of hijinks, shenanigans, skullduggeries and miscellanies. Nothing here should be mistaken for financial advice.
순정이아빠 Profile picture 1 subscribed
Mar 23, 2023 • 11 tweets • 3 min read
Received an *excellent* question about BABY possibly being tied-down as collateral in ABL/FILO and how that affects the possibility of a spin-off.

My take follows. A 🧵...
The expanded ABL + FILO were established in Aug '22 AFTER RC's sale and K&Es entry to handle the equity deal and as part of an ABL refinancing.

JPM likely knew what was happening at that time under NDA. They also handled RC's private "sale" (which likely never hit markets). Image
Mar 23, 2023 • 31 tweets • 11 min read
This is the 3rd 🧵in a series on #BBBY.

This installment examines why the company may be on the precipice of acquisition and why a spin-off of buybuyBABY is likely.

1. Politics, Antitrust, Icahn & RC's 🎈
2. Antitrust, Board Interlocks & Newell Changes 🍏
3. Spin a Baby 👶

👇 Previous threads are linked here. It's important to read them first for crucial context:

1. bit.ly/40aACKI
2. bit.ly/3napzCO

Legal disclaimer next, content follows.
Mar 17, 2023 • 5 tweets • 2 min read
Really solid article here discussing Section 8 of the Clayton Act and why, even if BBBY+NWL meet the de minimus sales loophole (2% of revenue or less), regulators might still demand Brett step down from the Newell board to allow Icahn #BBBY M&A.

foley.com/en/insights/pu…

🧵👇 "The essence of these safe harbors is that an interlock will not be prohibited if the two corporations only compete for a small portion of business … In practice … safe harbors are sufficiently complicated … that they should not be relied upon without a detailed analysis."
Mar 17, 2023 • 20 tweets • 8 min read
In the previous thread (linked below) we covered the FTC, politics, Carl Icahn, and made a speculative connection to a certain person's 🎈

I had planned to go into #BBBY next, but we got a MASSIVE $NWL filing yesterday that accelerated the timeline.



👇 Note: none of my tweets should be construed as legal, tax, financial, or investment advice. I'm sharing my personal research as an individual investor for educational purposes.

⚠️ INVESTING IS RISKY ⚠️

I hold a BBBY position because my personal risk tolerance is off-the-charts.
Mar 15, 2023 • 25 tweets • 10 min read
Possible #BBBY M&A is heavily dependent on the FTC (and the requisite HSR consent).

As a result, it's important to understand the commission's make-up and attendant political implications.

With this background we can seek out circumstantial clues pointing to M&A activity.

👇 The FTC has 5 commissioners. The sitting US President nominates commissioners when a vacancy arises and the Senate approves nominations. Partisan effects are (theoretically) limited by statute; no more than 3 members from a single party may sit on the commission at one time.
Mar 14, 2023 • 5 tweets • 3 min read
Possible the Hudson Bay and Sycamore Partners #BBBY rumors were real as FTC/DOJ may want to see three potential divestiture buyers when examining M&A antitrust ramifications. Specifically, this references potential divestiture remedies to gov’t competition concerns.

e.g. if you wholly control the BoD at Newell (which manufactures baby products via its Learning & Development segment), buying BBBY (and BABY by extension) starts looking “antitrusty”