jake2b

you’re completely wrong. the eligible inventory section of the credit agreement refers to inventory owned by the loan parties. have a read under “Permitted Encumbrances”, specifically subsection (K). still trying to make your entire existence trying to disprove everything I write eh! some things never change. better luck next time.

@jake2b from all the Credit Agreements: " “Eligible Inventory” means, at any time, the Inventory owned by any Loan Party ..., but excluding any Inventory: ... (f) which is ... goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business;"

part 6: my thoughts on the January 13, 2023 LBO and its intended (and failed) use to force $BBBYQ into insolvency. I hope you like it. $BBBY (old).

@ryeandbitters “you never include links” lmao what a pathetic counterpoint. you will find whatever you want if you read the post.

@jake2b You never include links. Where do you even see that? And didn't your post ALSO say there was no transaction?

someone asked a great question in my last video post and I can't find it so I will post it here. the question was how could there have been an LBO without an 8-K or SEC filing? (paraphrasing). in my opinion the point I want to make very clear her his that an LBO did not occur, that is what I emphasize throughout the last video. an LBO was attempted and was blocked because of contractual covenants within the credit agreements. there is an important difference. the easiest way to show how I arrived at this conclusion is to work backwards. we know that some kind of purchase offer for $BBBYQ had to have been offered on January 13. we know this because the sofa filed shows that Lazard, the financial advisor for old $BBBY was paid 1,430,388$ on this date. when we read the Lazard engagement letter, we see that the only way to arrive at an odd-lot number like the one they were paid is if it were a percentage of a purchase offer. we also know that there were no 8-K's filed for an activist shareholder or group to have taken a 40% position to effectuate a Change in Control of the company, therefore we know that it could not have been an attempt to buy the company through a tender offer, or other outcome through the common equity. therefore, there are only two options. either someone attempted an LBO or a binding purchase offer was brought to the company and had to be rejected. it is very important to understand the threshold that has to be met for Lazard to have been paid their 1.4 million dollars and they are clearly outlined in their engagement letter. the company paid them their fee! this is not speculative. we also know from the SEC filing which would later reveal that "certain events of default" happened to trigger default. two of those things were the prepayment of the ABL being in over advance (amount owed vs. collateralized inventory value) and satisfying a financial covenant, "among other things." the SEC filing itself by the company admits that there were multiple events. since the LBO failed, it would have been inappropriate to identify it as a reason, maybe because that would have affected the market price of the company stock for example. I then speculate in the video that I found it very odd there was a period of 12 days between when the events of default occurred, vs. when the priority loans were accelerated and cash dominion was enforced. especially since, on that same day, Jan 13: • Lazard received a payment resulting from an attempt to purchase the company or significant assets like BuyBuy Baby, and; • the news ran articles that Sycamore Partners were trying to acquire BuyBuy Baby; • the company filed multiple events of default were triggered, and; • an April credit agreement amendment will later reveal that additionally, on this same day, a consignment agreement was birthed. because of the timing and all of these events having occurred on the same day, I speculated that an LBO was nefariously attempted as a reaction to the onboarding of a Consignment Agreement to ensure that the events of default would continue, because the consignment agreement could have corrected the imbalance on the ABL and eliminated the other events of default very quickly. in other words, the loan contract terms were no longer strong enough to ensure an unfavourable fate for the company and it became apparent there were investors wanting to see it survive. a nefarious LBO attempt (which could not have happened, as I go over throughout the video) would have kept the events of default ongoing despite a surplus of inventory, which was then compounded by the period of cash dominion. the battle for control.

@ryeandbitters dang you should totally sue Lazard for fraudulently collecting that 1.4m or at the very least telling the plan man he should add that payment as an avoidance action?? Lol.

@jake2b In a post with more errors than sentences, one true thing stands out: There was no transaction. $BBBYQ went into bankruptcy with all of the assets disclosed in the 10K they filed after the filing. It sold ALL of those assets for cash and distributed the cash to Sixth Street.

@JuicyPabl0 wow, this is a really excellent point.

@jake2b According to the amended incorporation certificate (Feb 10), Preferred share holders have the rights to a full audit by an independent investigator upon a triggering event. Funny how the triggering event happens a few days after that amendment with bbb Canada filling for bk…

that’s not true, if their inventory was ineligible they would not have been able to retroactively apply their effective date in the statement of financial affairs. not to mention that they would have also happily placed their claim in 503(b)(9) priority if they had not provided goods before April 5.

@jake2b Consignment Agreements are hail mary moves for distressed companies. Their inventory was ineligible and didn't help balancing the borrowing base of ABL. No need to be made public if not material (January 2023), they became material only in April short before Chapt 11.

thank you for finally admitting it. as you noticed, the Holder of Interests accepting the plan and the Holder of Interests deemed to reject the plan are using the *same, defined language.* therefore, the Holder of Interests from the third-party release can only be a Class 9 shareholder, since both of the definitions accepting and rejecting the Plan use the same “Holder of Interests” identifier, Interests is explicitly defined in the Plan and you cannot discriminate within a class.

@jake2b @theorico_Theo Yes. Holders of Claims or Interests that are deemed to accept the Plan. The second part is important, Jake. Holders of Interests are deemed to reject the Plan. You know this. You've referred to it. So they are not deemed to accept.

building on the SOFA financial disclosure listing RC as a co-debtor for $BBBYQ, I want to remind everyone of some other anomalies surrounding him throughout the Chapter 11. Bratya became the lead plaintiff of his class action over the moon emoji. often forgotten is that on the same day that the voting had ended the Plan, they attempted to enter the case and made a legal request to be apprised of any and all information that could include a transaction between any party in interest. from docket 2114: to the attentive reader, that should seem very odd. they are in a lawsuit against one individual—who sold his shares!—and yet they want a ton of information about the inner workings of the old $BBBY involving anyone. why? what possible reasoning could they have to justify any and all details about any transaction, if their only interest is litigating RC? isn't that a great question! it makes no sense unless through the discovery process of their case against RC, they uncovered information that would have suggested he is involved with the Reorganization through an affiliate or proxy. then it would make perfect sense. after some negotiations, we see that there was a compromise reached. the details of any transactions were not shared, but to prevent impairing Bratya from their class action, Ryan Cohen was explicitly identified in the Plan as not being a Released or Exculpated Party. this would allow Bratya to continue their class action litigation and so they had no reasonable explanation for why they would need any other details, especially involving any party in interest. — if you have been following, this is an important distinction. as the Holder of Interests within the third-party release, he is a Releasing Party. very important difference! — I will say it again because it is very important to understand: Ryan Cohen was explicitly identified in the Plan as not being a Released or Exculpated Party. here is where things get really interesting. let's establish a timeline: • on September 1, Bratya wants information involving any party in interest; but then.. • on September 7, the Kirkland attorneys admit that the Bratya request had escalated to a potential objection to Confirmation of the Plan and as we just explained; • this was publicly by stating that RC is not a Released or Exculpated Party. but look what else happened before the Confirmation hearing for the Plan: within a few days of the attorneys stating that they resolved the Bratya issue, the Plan is refiled with the court as amended and includes a plethora of edits to the definitions section, the releases, as well as the injunction and exculpation provisions. none of these modifications existed during the voting period. all of these changes came only after satisyfing Bratya to not object to Confirmation by stating that RC will not be a Released or Exculpated Party. the significance of the timing of these changes cannot be understated. what other reason could there be to have to amend definitions, releases and exculpations at the last minute, that had just excluded only ONE specific individual? Bratya found through discovery exactly what $BBBYQ holders have always believed. "in hindsight, it will all be so obvious." if you are curious for more reading, here are a few posts I made in 2024 and early 2025 going over all of the changes in detail: x.com/jake2b/status/… x.com/jake2b/status/… x.com/jake2b/status/…

@ryeandbitters @theorico_Theo “no it doesn’t” I am not going to argue bud.

@jake2b @theorico_Theo No it doesn't. Where? What doc, what page? Are you mis-reading page 93 of dtk 2172? That's my guess.

@ryeandbitters @theorico_Theo this is not correct the Plan says there is a Holder of Interests as a Releasing Party; not only that, but deemed to accept the Plan. it’s in the definitions.

@theorico_Theo @jake2b RC is not a Releasing Party because NO Holder of Interests is an RP and because the Plan specifically excluded him. But yes, because he sold prior to the bankruptcy, he is also excluded. He's not an RP three times! And oddly, still not liable for anything.

@theorico_Theo you can’t claim your opinion as a fact. why did you comment on a sidebar to the main post and avoid the rest?

@jake2b Not lazy, but factual and to the point.

@thatgirltrader we know that is incorrect because he is listed again, separately for the litigations. it is not why he is not a Released party either. the Plan already says that releases do not apply to preserved claims, not to mention he was added last minute.

@jake2b The ONLY reason Cohen is a co-debtor is because the litigation against him, if won by the estate, would require him to payback his gains, to the estate. THAT is also why he is not a released party. No amount of long form word salad tweets you make, will change the facts.

@SwamiKnows_ you have put together very informative and really fantastic posts lately. thank you and great job.

- Read til the end - This isn't the sexy, vengeful way I'd like things to conclude to this saga, but if the way the shorts/manipulators are managing the derivative position is: 1 - Drive price down heading into the final pricing / close out date of the existing derivative(s) to maximize profit on the existing position 2 - Pause X days for earnings or other liquidity/volatility events 3 - Collude with one or more other players to pump the price up 4 - Delayed Roll/Open "New" Derivative position at the highs, making profit much more likely Waiting to open new or a delayed roll at highs may or may not be a *requirement* of the Derivative Dealer. I.e. they may REFUSE to open new / roll if price is at $24, $22, $20, whatever because of their own risk assessment and ability or lack there of to appropriately hedge. Why would the main part(ies) keep doing this? Perhaps because despite profitable swaps/derivatives over the years, they are still massively in the red. They must keep chipping away at their "tab" with the counterparty, or it's over. So how do you fuck this up? Sure, a massive price explosion *right before* the final pricing / close out date of the existing derivative(s) might result in a margin call that blows things up. But maybe they have enough firepower to shut that down, maybe you need to do some things to get the stock price up mildly to reduce profitability on the existing derivative, and then do something to *suppress* the price long enough that the Derivative Dealer is unwilling to keep the window open any longer and allow a roll / new open. If the party is truly *deeply* in the red, and they won't be allowed to roll their losses, perhaps that is when the Derivative Dealer says enough and institutes a margin call. A strangulation - going out with a whimper, not a bang...but then the bang follows. This is the way the world ends     This is the way the world ends     This is the way the world ends     Not with a bang but a whimper. Remember this?

@theorico_Theo too lazy. he could be a beneficial owner through proxy or affiliate not to mention every time class 9 was mentioned in a hearing (or had their own) he was included in the noticing list, but not otherwise.

@jake2b RC is not a Releasing Party because he sold his shares before Plan Confirmation.

it’s getting at his continued involvement with the company after selling his share position. if the explanation was as simple as you describe, there would be no need to redline the definitions of exculpated parties to include affiliates, successors, assigns, etc. very specific language is removed from being linked to an exculpated party. if it were simply for the avoidance of doubt, the single claim that he is not a Released or Exculpated party would have been sufficient.

@jake2b Not sure what your post is getting at. He was specifically named bc he had an ongoing lawsuit against him with Bratya, and all the directors were getting off scott free, so "for the avoidance of doubt" they said RC was not an officer/director and liable for lawsuits

@AceWindman it’s not a bad theory but what about all the language in the third-party release about an asset sale transaction? a Judge can’t allow a third-party release without a transfer of property to a non-debtor.

@jake2b Jake what do you think about possible scenario where RC & Co caught the bad guys, and this whole thing was set up for a plain HUGE FRAUD payout , not really about the NOLs or (new) BBBY?

@ryeandbitters editing a Plan after voting is boilerplate? what notice of appearance? are you copying and pasting responses or something without reading them? Lol.

@jake2b A) It's boilerplate language used in hundreds of notices of appearances. Look it up. B) They added the language because it hurt them not at all to do so and sped the process. C) The Bratya case was dismissed. Probably properly, though their attorneys sucked so who knows?

you’re right and I absolutely respect his opinion too. the other thing is that the emotional biases became so apparent because a lot of people didn’t even read what he wrote, which is: “if Ryan gets $GME into $BBBY, I am selling my position.” I loved seeing everyone expose their disdain towards $BBBYQ. pure exposé.

There's a big dopamine hit for know-it-alls when they get what they perceive to be a "gotcha" moment. I respect MB's opinion, but at the end of the day, he's speculating as well. People mistook his opinion as validation of their thesis and invalidation of ours, but it's just another opinion in a large pile of opinions. MB's a smart dude, but I don't think he's more knowledgeable on RC than this combined community is. We've been dialed in on every RC move and communication for years. MB brings a large amount of expertise, but just like in a zombie apocalypse, one smart dude can't outmatch a hoard of thousands of retards 🤣

anyone who thought they “dunked” on $BBBYQ or $BBBY because of this post should do themselves a favour and take a literacy test. yet at the same time it was a marvellous display of true colours. so much emotional bias was revealed by so many, over something they have no vested interest in; they just wish to see others lose. a pathetic and shameful display of poor character and lack of class. reminds me of RC’s television interview where he described his distaste for vitriol towards being invested in GameStop for no reason.