Monotanus@monotanus
🦋Honey, I Found the Bear Trap🦋
Source: 8-K (dated Sept. 21, 2023), Ex. 99.1 (dated Sept. 29, 2023) — 20230930-DK-Butterfly-1, Inc. (f/k/a Bed Bath & Beyond Inc.), SEC Commission File No. 0-20214.
And just like that, there it is. The Bear Trap has been hiding in plain sight since September 29, 2023, not in Pacer or Kroll, but in an SEC filing!
It's been buried at the bottom of Exhibit 99.1, the Notice of Entry of Confirmation Order and Effective Date, this entire time. 😂🍿
Source Link
sec.gov/ix?doc=/Archiv…
1. Click the link above.
2. Scroll to the bottom of the page. Select Exhibit 99.1.
3. Scroll to the bottom of Exhibit 99.1. For reference, here it is again one more time:
Disclosure: This post is amateur dd for informational purposes only and should not be construed as legal, financial, or investment advice.
TLDR: The official notice confirming the BBBY Chapter 11 Plan contains a SINGLE SENTENCE on page 3 that explicitly declares legacy equity holders are PERMANENTLY BOUND to the Plan and its provisions, INCLUDING THEIR SUCCESSORS AND ASSIGNS, REGARDLESS of whether their Interest was impaired and REGARDLESS of whether they voted. You don't bind parties to a Plan that has nothing left for them.
Here we have Cole Schotz and Kirkland & Ellis confirming in writing, signed and dated September 29, 2023, the Effective Date of the plan, that the Plan still contemplates and perhaps anticipates a future legal relationship with legacy equity. 🎇
So let's set the stage.
I’ve spent a lot of time now tracking the security infrastructure. The CUSIP root. The GLEIF data. The Bloomberg FIGI records. The CIK and SIC code change. The potential meaning behind the FKA designation earlier this week. All of it pointing to the same conclusion below:
Legacy Bed Bath & Beyond Inc. survived in reorganized form as 20230930-DK-Butterfly-1, Inc., and the plumbing of global finance still treats it as a living corporate issuer.
But there's always been this one nagging question people have been throwing at us literally for years now: "Even if the shell is alive, so what? The Plan canceled equity. Class 9 got zero. You're done. Your shares are gone bro." 😂
NOT SO FAST 🏴☠️
"PLEASE TAKE FURTHER NOTICE that the Plan and its provisions are binding on the Debtors, the Wind-Down Debtors, and any Holder of a Claim or an Interest and such Holder's respective successors and assigns, whether or not the Claim or the Interest of such Holder is Impaired under the Plan, and whether or not such Holder voted to accept the Plan."
Read that again. Slowly.
The Plan and its provisions are BINDING ON ANY HOLDER OF AN INTEREST.
HOLDER OF AN INTEREST = LEGACY BBBYQ SHAREHOLDER 🎆
Not "applicable to." Not "noticed upon." BINDING. I believe that word has a very specific meaning in federal bankruptcy law but correct me if I'm wrong. It creates enforceable mutual obligations under a confirmed order of a United States Bankruptcy Court.
WHY DOES THIS MATTER?
Let's break down why this one sentence is so significant.
First, the Plan defines "Interest" as any equity security under Section 101(16) of the Bankruptcy Code. That definition includes shares, warrants, options, and rights to purchase equity. So when this notice says "any Holder of an Interest," it is referencing legacy BBBYQ shareholders. Full stop 👀
Second, take a look at the grammar. It does not say "Holder of a Claim or Interest." It says "Holder of a Claim or AN Interest." That article "AN" makes Interest a fully independent, standalone legal category. Claim holders are bound. Interest holders are bound. Each on their own terms. Each with independent legal significance.
Third, "successors and assigns." If equity were truly dead, there would be no successors or assigns. You cannot succeed to something that no longer exists. I suspect Cole Schotz and Kirkland & Ellis included this language because these Interests have a continuing legal existence sufficient to generate succession rights. I believe this means anyone who holds legacy shares today, steps directly into the shoes of a party bound by this Plan.
Finally, "WHETHER OR NOT the Interest of such Holder is Impaired under the Plan, and WHETHER OR NOT such Holder voted to accept the Plan."
🎆BOOM 🎆
Cole Schotz and Kirkland & Ellis systematically destroyed every possible escape hatch. Impaired? BOUND. Unimpaired? BOUND. Voted yes? BOUND. Voted no? BOUND. Deemed to reject under 1126(g) and never voted at all? BOUND. There is no exit from this framework. ✅
BUT HERE'S THE THING PEOPLE MISS 👀
Binding is a two-way street.
A federal court cannot constitutionally impose the obligations of a confirmed Plan on a class of parties while simultaneously denying them any benefit from that same Plan. That's not how due process works and I don't think that's how the Bankruptcy Code works either. If you are inside the Plan's legal tent, you are subject to its terms AND entitled to invoke its provisions.
Remember, you don't lock the door on an empty room. And you don't bind parties you've truly eliminated. You bind parties who still have a role to play.
Let's pivot for a moment 😀
Remember Article IV.D of the Plan? The cancellation provision? It says all securities are cancelled "except for the purpose of evidencing a right to and allowing Holders of Claims and Interests to receive a distribution under the Plan."
Read that again. Holders of Claims AND INTERESTS. The Plan explicitly preserves the evidentiary function of legacy equity securities (retaining records of who held what) to the extent that they can evidence a right to receive a distribution down the road.
Combined with the binding provision mentioned previously, I believe we now have a closed legal loop: Interest holders are bound to the Plan, their securities can be preserved for evidencing a right to receive a distribution, and the injunction preventing them from taking action expires when all distributions are complete.
Pivoting Back to the Original Find Again
Remember, the original Notice contained within Exhibit 99.1 was signed on September 29, 2023, which was the same day as the Effective Date, the precise moment the Plan became enforceable federal law. 🔥
This wasn't some boilerplate afterthought. This is elegant architecture hiding in plain sight. It doesn't announce itself. It doesn't need to. We are witnesses to world-class professionals building something truly meant to endure and last. 🍻
WRAPPING UP
The Notice of Confirmation Order on page 3 contains a single sentence that permanently BINDS ALL HOLDERS OF INTERESTS to the 20230930-DK-Butterfly-1, Inc. Plan and its provisions, including successors and assigns, with NO EXCEPTIONS for impairment status or voting status.
I believe this binding is mutual under federal law. You cannot be bound to a Plan you have no stake in, right? As mentioned previously, the cancellation provision also separately preserves the evidentiary function of legacy equity securities (i.e., records of who owned what) for potential distribution purposes down the road. Together, these provisions demonstrate that legacy equity was never expelled from the Plan's legal universe. Instead, it appears that it was repositioned within it!
Anyways, the original binding provision identified today in this SEC filing appears to be the LEGAL BRIDGE that connects legacy equity holders directly to whatever this Plan still has in store for us next, and it was sitting quietly in this SEC filing since the Effective Date!
🦋🧱 BRICK BY BRICK🧱🦋
