re: Hudson Bay and the great conversation that it has started. Let's look back at the work Kirkland did, going to August 2023: Specifically the language. It's important that they denote a potential Section 16 reporting claim. Further down, we have a reporting issue. I believe that these could be the result of the combination of RC and HBC's holdings. From the cooperation/standstill, RC was allowed to increase his position to 19.99%. From the share buybacks, he was pushed from 9.8% to 11.8%. Now, if you look at HBC at 9.99% limit and RC at his purchase which concluded at 9.8% limit, you are under 19.99% with 19.97%. However, if you take RC's pushed 11.8%, you arrive at 21.79% ownership and are in violation of the standstill. Could this have been the move to establish "harm" and justify a future suit? Or to assist in a suit brought forward by Mr. Goldberg? I don't know. — Then we also have the fun topic of the new HBC 16(b). So let me pose a question.. What if the Section 16(b) is not the result of HBC going over 9.99% (they can't), but because the window of time from RC's sell on August 18 to HBC's entry on February 8 is less than 6 months? That is a violation, if they are related. This only applies if RC and HBC are related—if RC is an attribution party (affiliate) through the HBC deal, this is a violation of 16(b). Their combined ownership is greater than 10% and the time between the sale and the buy is less than 6 months. I wonder if that is why it is under seal? I also wonder, is that why JP Morgan was in such a rush on the weekend of February 4-5 to declare the Company insolvent and push it into Chapter 7, well before the grace period to repay the bond note had expired? fun times. 🥷 $BBBY #BBBY $BBBYQ #BBBYQ

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).

I would like to present my thoughts for $BBBY Class 9 shareholder recovery, specifically as it relates to why. I also share my opinion on large settlement amounts and what actions justify them, and explain the three-year testing period for the NOL as defined in Section 382(g)(1); 382(g)(2).

welcome to the last day of the 12 Posts of $BBBYQ -mas, where the goal has been to review and simplify concepts from my research into $BBBY (old). I hope you’ve found the series as a good refresher of key concepts, new information to tie together important elements valuable and generally enjoyed the endeavour. though initially I had a really difficult time trying to condense what I wanted to share into “only” 12 posts, I was not expecting how much time and effort it would take to do it all! in the end, I hope you enjoyed it as much as I did. without further ado, lets get into the last post of the series.. no. 1! we’ve reviewed the Holder of Interests extensively, both as being a shareholder and their involvement in the third-party release. we also looked back on time-related limitations for an acquirer, their proxies and affiliates as it relates to the NOL. today I will present my case for why I believe that Ryan Cohen is the Holder of Interests. we know that Interests are defined in the Plan as any equity security and we also know that at Confirmation, only one type of equity security existed; the common stock. therefore, I believe that a Holder of Interests can only be a Class 9 shareholder. in my opinion we see more evidence of this during the November 2022 bond exchange—the private individual investor and later, the several institutional ones retired their bonds to the Company in exchange for shares. separately, we also know that RC has been listed as a co-debtor, creditor and party in interest in the Bed Bath Chapter 11 and no, this is not because of the litigation in the Section 16(b) case. that is a ridiculous claim that we have addressed many times. adding another layer, any time that there has been a hearing involving the Class 9 common stock, RC has been named in the noticing list as a bypassed recipient—only when it involved common stock, until recently when it also now involves the omnibus objection of Claims. I believe there is no alternative explanation for his inclusion in the noticing list. here is an admission by the plan man of what a party-in-interest means in this particular case from earlier this year: yes I planned the 12 Posts series in a particular order and yes, it should all be clicking together and it all centres around someone being the Holder of Interests. here is a clue from the Plan that has no alternative explanation: if Interests can only refer to Class 9 equity, how can there be a Releasing Party, who is the Holder of Interests that is deemed to accept the Plan, when the treatment of Class 9 as written in the Plan deemed them to automatically reject the Plan? it is because the Holder of Interests, a Class 9 shareholder, cannot vote against the third-party release that they are involved in because this would make the Plan unconfirmable and therefore, could not bind the participating parties to the third-party release itself. I can’t overstate how important this is—how can the Plan state that there was a Holder of Interests deemed to accept the Plan? I believe that the only explanation is that RC is the Holder of Interests as a Class 9 shareholder. ..and guess what? you cannot give preferential treatment within a Class. this would also explain the intriguing language from the third-party release that we discussed in a previous post: “..to finally resolve certain Claims among or against certain parties in interest in the Chapter 11 Cases,..” we talked about the passage of time in that statement. who would meet that criteria? well, an activist shareholder from 2022 who held the Board accountable certainly would. remember the Class Action lawsuit against RC taken over by Bratya and their attorney entering the Bed Bath Chapter 11 wanting not only any information relating to RC, but expanding their scope to any and all transactions involving any party in the entire Chapter 11? had they suspected he may be using a proxy or affiliate? what other explanation could there be? I believe that there was a plan a, b and c. plan a: shareholder activism to revitalize the Company from the top-down, but the Board was not willing to move at the pace and in the direction that Ryan sought. plan b may have been an attempted bond conversion, which we know failed due to lacking participation from legacy bondholders.. which is a huge signal in itself since the bonds were already trading at a heavy discount at the time and converting them would have allowed the Company to improve its balance sheet and credit-worthiness for a turnaround while increasing the semi-annual payments to the holders and yet,.. they chose not to participate. the biggest indication that the bond exchange was an effort of the affiliates was that it was written by Lazard. the affiliates themselves in my opinion knew that the bondholders were creating friction, which I believe led them to take their own bonds and privately exchange them for shares, as was disclosed by the Company on December 6, 2022. ..and lastly, plan c was to facilitate a takeover through the Chapter 11 when it became apparent the other two options were not going to be successful. to further support the idea about the Holder of Interests: why are Interests and Equity interests listed in the Recovery section of the PCR? why are they there at all if "shares were cancelled"? have you ever wondered why RC was listed bypassed recipient whenever Class 9 was discussed in Court? why is he mentioned at all and on top of that, not all of the time? I believe this again supports the theory that he is the Holder of Interests and can only be so as a Class 9 shareholder. earlier I mentioned the Class Action and the request brought forward by Bratya. to appease them (and not disclose all transactional matters) the Plan was amended to state that RC is not a Released Party. what is funny is now that we understand the third-party release we know that if RC is the Holder of Interests, he is participating in the third-party release as a Relasing party. however, as defined in the Plan by not being a Released Party he would no longer qualify for the Exculpation provisions in the Plan and wouldn’t you know it, look what was amended right after satisfying Bratya with listing RC as a Released Party, the Exculpation section of the Plan is amended: isn’t that something? what other reason would there be for this if not to make adjustments because of the newly-changed legal status of RC? it is the only logical explanation. not only that, but in the same revision we see legal language amended that as of the day before the Confirmation Hearing, everything may not be completed by the Effective Date: “..through and until the date upon which all remaining property of the Debtors' Estates vested in the Wind-Down Debtors has been liquidated and distributed in accordance with the terms of the Plan,..” what are the odds? unless,.. RC is the Holder of Interests, who agreed to the third-party release in exchange for "substantial consideration" with multiple parties, which included the contributions to reach agreement for the Asset Sale Transaction. to conclude: I believe that RC held the Board accountable for tremendous value-destruction to shareholders. I believe that he is the Holder of Interests, negotiated settlements through the third-party release and acquired the shell of the Company he set out to change in 2022 through the Asset Sale Transaction. when this NewCo emerges, I believe that it will distribute non-voting securities to comply with the new value exception of the absolute priority rule and that this is a viable mechanism of recovery for Class 9 shareholders. the end! ..and that wraps up the 12 Posts series. I hope that you found value in reading it and enjoyed it as much as I did writing it. I have no idea when anything will happen and what timeline the recovery is following, but while everyone waits I hope you benefitted from a review of the critical points from the Plan that allow for meaningful recovery and a roadmap for how things may unfold. I would like to wish everyone a wonderful holiday season filled with good health, love and happiness. À bientôt!

welcome to the 12 Posts of $BBBYQ -mas. my goal is to try to review and simplify concepts from my research into $BBBY (old). no. 4! having concluded my thoughts about the third-party release I want to put the cherry on top by continuing with the distribution of beneficial interests that will come from the Reorganized NewCo. today we will explore Section 1146, non-voting equity securities and the Liquidating Trust as they are described in the Plan—yes, they are all there! ..and always have been. first we will look at Section 1146: 11 U.S. Code § 1146 - Special tax provisions The issuance, transfer, or exchange of a security, or the making or delivery of an instrument of transfer under a plan confirmed under section 1129 or 1191 of this title, may not be taxed under any law imposing a stamp tax or similar tax. that is a very specific legal definition and I will reiterate, it is not a coincidence that it is found in the Confirmed Plan for this Chapter 11! It exists to provide legal protections that are related to the transactions contemplated by the Plan: yep I do have an order to these posts and as we see in the Plan, the Section 1146 tax exemption is connected to the Asset Sale Transaction, which you will remember is a large component of the third-party release—I hope you’re reading all the posts. these are specific, contextual mentions throughout the Plan and cannot be dismissed as “boilerplate”. exciting! the issuance of securities that will come from the Reorganized entity will be non-voting equity securities. you may be wondering how I am so confident, well you guessed it I just read it from the Plan: a few things I want to go over here. Section 1123(a)(6) states; “11 U.S. Code § 1123 - Contents of plan (6) provide for the inclusion in the charter of the debtor, if the debtor is a corporation, or of any corporation referred to in paragraph (5)(B) or (5)(C) of this subsection, of a provision prohibiting the issuance of nonvoting equity securities, and providing, as to the several classes of securities possessing voting power, an appropriate distribution of such power among such classes, including, in the case of any class of equity securities having a preference over another class of equity securities with respect to dividends, adequate provisions for the election of directors representing such preferred class in the event of default in the payment of such dividends;..” emphasis mine. I highlight this because the reason for this disclosure at all is to make sure the Plan is compliant and confirmable according to the law. normally, non-voting securities are not generally permitted so that when the NewCo emerges there aren't issues with preferred voting power. however, for many reasons which I won’t get into now—i.e. cancellation of Common Stock, Class 6 not voting in favour of the Plan—non-voting securities are permitted. ..and revealed! notice the red square, do you see that interests is not capitalized? this is intentional and the Plan is communicating a general statement, not describing Interests as they are defined in the earlier section of the Plan. to summarize here, there will be beneficial interests that will come along with the assets deposited into the Liquidating Trust, they will meet the definition of being a security and they will be non-voting. spoiler: this is the rights offering, likely warrants. the Liquidating Trust is a big part of this and may get its own post but for now I would like to focus the attention on this section of the Plan: notice the distinction in naming “Holders of applicable Claims” instead of Holders of Claims? as we have said going back to the first post, the legal language is filled with clues that are left behind. this is deliberate use because it refers only to the DIP and FILO lenders. very cool. further down, here’s another really good one: “holder of Claims”; now that is a good one. you guessed it, a holder of Claims and a Holder of Claims imply two different meanings and you know what else? a holder of Claims incorporates a Holder of Interests according to the definitions in the Plan. (important!) we know this by reviewing the legal definition of a “Claim: (5) The term “claim” means— (A) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.” a co-debtor, a creditor, a party in interest.. they would have a right to payment. a Holder of Interests may qualify under part (A) and definitely qualifies under part (B) if you have followed the post series when we reviewed the third-party release. aside from that let’s appreciate the plain admission in the second highlight that there are holders of Claims receiving interests in the Liquidating Trust. tough to discredit when it is right there. naturally the next question becomes how is it possible that all these things are not known and in the public eye? I’ll be honest I don’t think these attorneys bill 1000$ and higher for no reason. if you guessed that it’s explained in the plan then you get a bingo. from a great comment here: nitter.net/youknowwho2b/status/20… we explored my belief that Section 107 allows that only involved parties need to have the full picture and public facing disclosure can be limited. there is a great ongoing discussion there if you are curious: thinking again about “this would not be written if it were not necessary” I would ask that everyone look at the image above and have a look at what I highlighted in the red box. isn't that something? remember: • the holder of Claims is receiving interests in the Liquidating Trust, and; • the holder of Claims incorporates the Holder of Interests, and; • I believe—and have extensively shared—the Holder of Interests can only be a Class 9 shareholder, therefore; • there is a documented and legally protected pathway in the Confirmed Plan, through the Liquidating Trust, where equity shareholders can receive a distribution of interests. until tomorrow!

welcome to the 12 Posts of $BBBYQ -mas. my goal is to try to review and simplify concepts from my research into $BBBY (old). no. 9! today we will conclude the multi-post about Interests, highlighting the nuanced, individualized application of the Plan for each Debtor, the differences between Debtor Entities and why the plan man says yer shares are gone. from the Plan: “Although for purposes of administrative convenience and efficiency the Plan has been filed as a joint plan for each of the Debtors and presents together Classes of Claims against, and Interests in, the Debtors, the Plan does not provide for the substantive consolidation of any of the Debtors.” this is a very important concept to clearly understand because not only does the Plan apply separately to each of the Debtors, so do Interests: I tried making my highlight as eye-catching as I could. substantive consolidation would mean that whatever is written into the Confirmed Plan applied equally to each of the 74 entities (parent co and subsidiaries) that entered Chapter 11. the U.S. Trustee and some creditors even tried to appeal Plan Confirmation by saying that it should be consolidated.. and this was denied! the only way that is possible is because there will be different outcomes for different entities, otherwise the Judge would have no basis to side with the Debtors in their objection for consolidation. wow! this is the beginning of the roadmap for how the Reorganized Debtor was formed. this is how we will tie everything together to explain the Holder of Interests, the Reorganized Debtor, and later on, the third-party release. let’s look a little more. have you ever noticed that in some dockets filed by the plan man and his attorneys it will state “..solely in his capacity as..”? usually it sounds something like “..acting as Plan Administrator, solely in his capacity..”, or “..solely in his capacity as Plan Administrator to DK-Butterfly-1..”? that is intentional legalese and it means that whatever claims, statements, whatever! are being made, apply only to one specific entity and it acts as a legal protective umbrella. that is why “yer shares are gone, bro.” it is because the old Common Stock of the old company were Interests in the old Parent Co—Bed Bath and Beyond—which we know became 20230930-DK-Butterfly-1 on September 21, 2023. when the plan man speaks of share cancellation he is being very specific in his wording, too. the plan is very specific in its language about the cancellation of Class 9 shares and it outlines “Interests in BBB”. in the definitions section of the Plan, it clarifies that BBB refers to the old parent co.. only. a reorganized debtor is exactly that, a new company that was formed from the building blocks of the old company but is reassembled in a different way. before the effective date there were the Debtors and their affiliates, after the Effective Date there is 20230930-DK-Butterfly and 20230930-DK-Butterfly-1.. notice the difference of -1? it is because 202309930-DK-Butterfly is the new, reassembled Company made up of the seven old subsidiaries that are filed in independent global notes in the PCR filings and 20230930-DK-Butterfly-1 is an entity that is completely separated from them and exists to pursue Causes of Action. it is not part of any corporate structure and the Old Company shares existed in this entity. that is why it does not matter that the Interests of BBB were cancelled, you wouldn’t want those anyway because that Company will stop existing once all of the litigation is completed. always pay attention in the dockets when you observe the word “solely”: I hope the distinction in the above example makes a lot of sense. legalese does not use unnecessary language and the use of the word “solely” in the context of Interests is intentional. remember: • the plan applies separately to each Debtor entity; • the classification of Interests applies separately to each one too (critical!); • when the plan man states “solely in his capacity” he is making a statement with limited parameters; • just because Interests were cancelled in the old parent company does not mean that new Interests cannot be issued into a new, Reorganized Debtor. spoiler: that is exactly what will happen, but that is for another day. we can get even more detailed with a specific example of this being argued in the Court by the plan man himself: again, notice the use of the word “solely”. the plan man himself is arguing that the objection brought forward to the Court is against 20230930-DK-Butterfly-1—note the -1!—which we know is an independent entity with no affiliates or subsidiaries. the objection is against the cancellation of Interests and he himself argues that even if a cancelled Interest became an allowed Interest, the objection must fail because the Interest would not apply to 20230930-DK-Butterfly-1; why? because.. it is separate! notice how he says that even if the Interests became Allowed, they would not apply to 20230930-DK-Butterfly-1 because the Interests were cancelled “solely” as to the Debtors and their affiliates. separate! Notice how “..shall be deemed solely..” is written in bold? it is not presented like that in the Confirmed Plan so the plan man’s attorneys themselves have applied emphasis on the fact that Interests are cancelled “solely” as to the entity that will not be associated with the Reorganized Debtor. I hope that makes sense! it is my belief that the Holder of Interests has control of this entity: and that a distribution of non-voting equity securities will be issued from it. this is the entity that has global notes linked to seven former Debtor subsidiaries, separated and filed independently from the other 66. ask yourself.. why would they do that? because they have to, they will have different outcomes! remember, the Plan applies separately for each of the Debtors. I hope that wasn’t too confusing! I wish you a very relaxing start to the weekend and.. until tomorrow!

Why did you come to the conclusion that bonds would be a debt for debt exchange? Personally I feel it’s unlikely they want to pay the bonds out in cash, so I do agree there needs to be some form of pro-rata exchange. However, in my opinion a debt for equity into the new shell company makes the most sense and could actually be argued this way with the name change and guarantor as well…

Part 8: the Affiliate; how Ryan Cohen acquired control over $BBBYQ through the HBC equity raise. watch: piped.video/j3e_BQwjgV4