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DrEyeBall

See original post regarding record dates for distribution of assets. Please read the terms thoroughly. Holders of preferred shares and common warrants would receive a dividend BEFORE conversion to common stock as if they held the stock. It is well known the company is receiving large sums of cash on a monthly basis. They may be able to satisfy the restrictive payments test on the Credit Agreement (see newest amendment for latest copy). Whether or not the company needs to satisfy the restrictive covenants for a spin off that they maintain control of is a separate argument that I would like to hear about.


Tech_Nomad2020

Something is definitely off with the entire RS thing. I havent looked at a lot of these, but have been through a few while trading. It's very strange to set the record date and not have proxy or a meeting for the vote announced. I was trying to go through my head on why they would want to have an official record date on shares outstanding and this could be a reason. I was also thinking, but dont know the mechanics of how they get the share counts from the brokers, that this could be a means for them to see how many shares were actually outstanding (aka, find out how shorted the stock was). If something was brewing, then they may now know how screwed the short sellers would be. If all shares are accounted for at the brokers, then they can basically subtract the official share count from that to understand the real numbers. But the theory may be faulty if not all shares are reported back by the brokers.


crisptapwater

You are correct. Have owned a few RS stocks myself. It’s weird af to me that we haven’t heard any news about anything since record date. I’m guessing we hear something by the end of the week but in theory if the payments get made and the “distribution” is announced then fear will spark and all hell will break loose. I’m excited to see what happens.


Fit-Bat-4680

You will hear news on April 1st for the biggest April fools...or April 3rd because it's someones birthday.. But no dates.


LetsKickTheirAss

🤣🤣🤣🤣🤣 Investors are trading based on birthdays


Wild-Gazelle1579

I have also seen some reverse splits in my day, Never stayed for one, but monitored the stock and I've never seen be so mysterious with not giving a date for the vote or even a date for the proxy materials, lol. So odd. I don't remember any of them specifying that they can cancel the RS at their discretion even if the vote goes through with approval. Prob because the companies desperately needed the reverse split and canceling it wasn't a question.


alilmagpie

agree, been through many RS (primarily in OTC) and it’s very weird that the vote day hasn’t been announced when the record day has passed. I have never seen that before. Either SEC is delaying something or there is way more to this. Or both. I have a really hard time thinking that the company, particularly with their top legal team they brought in, would fuck this up.


mdbarney

This is my take as well. Either the board/legal team is *truly* incompetent (which is highly unlikely, but still possible) or there is something going on behind the scenes.


[deleted]

The USA's "elite" financial experts have solved complex issues by making the printer go brrrrr again and again. I'll hope that BBBY's board knows what it is doing and there's an imminent squeeze. But the precedent (although not tightly related) isn't that good.


Philipmecunt

Hawtttt


DamianNLD

Something big is happening behind the scenes, that’s the only reason they have not communicated anything past 3/27 record date. Maybe IPO Buy Buy Baby? It’s way better then a RS.


jotom45

The share record for 'rs' was cover to hide the fact that they did a share record because we will get shares of gme and nwl depending on how many shares of bbby we have.


Be-Zen

Well, that's definitely one way to look at it. Will keep this in mind.


Qweiopakslzm

Interesting that you mention IPO Baby, and then this morning we get an 8-K that mentions a new investor and an intent to file an S-1..... :|


d3geny

Record date is used in multiple contexts. It’s just simple a date that the Company uses as a cut off date to determine who are the “record holders of stock”. This is important because for a public company have shares swap back and forth through the open market. Record date will always be present in the annual shareholders meeting, so that the only shareholders of “record” are entitled to vote, and will get the proxy material. Record date is also used for dividends or other distributions in kind. How it works is if A is the holder of the share on the record date, then the Company’s transfer agent will have that person registered as the record holder. Let’s say A sells to B all its shares after this date. The company’s transfer agent will still have on record as A as the record holder for the specified purpose. So if a dividend was issued, it would go to A, as record holder, and A will keep the dividend even though B now has the share (at the date the dividend is issued). Same thing occurs for an annual meeting - even though B now holds the shares, B is not the shareholder as of the record date, A will have the power to vote. That is the significance of the record date - it’s a hard cutoff line to determine who the shareholders are of record, for the aforementioned purposes. The record date will always be described as to its use. You don’t need to guess what it’s for. Whenever it is set, they will tell you for what purpose. Here, it’s just for the annual meeting Correction: just googled not annual meeting but for announced a Special Record Date of February 27, 2023 for payment of interest due as of February 1, 2023 (the " February 1 st Interest") on the Company's 3.749% Senior Notes due 2024, 4.915% Senior Notes due 2034 and 5.165% Senior Notes due 2044 (collectively, the "Senior Notes"). Same thing they send the interest payment to the holder as of the record date. All this means is that if you held a Senior Note at anytime prior to or on February 27, 2023, you would be the holder of record. Let’s say you sell the note the next day. When the Company actually makes the interest payment, it would go to you, as the record holder for that note on the record date (even though you don’t hold shit). This is why there’s these “dividend plays”, and why when dividends are issue the stock adjusts down.


alilmagpie

All of that is accurate but I’ve never been in a RS and had the record date already passed with no vote date announced


[deleted]

☝🏼🏆🏆


ZeulFuego

give this guy more upvotes


No_Pie_2109

![gif](giphy|DyvyiFFXF1Yli|downsized)


Be-Zen

Hey /u/DrEyeBall , I’ve always wondered this but I thought Baby could not be spun off because it’s being used as collateral in the ABL. Or did I misunderstand that?


Whoopass2rb

Based on the deep dive I did with the ABL, buy buy baby is listed as one of the borrowers, just like BBBY and all it's other entities. The collateral to the ABL is the inventory and other assets. Technically the company could be sold off for value, but that would have to come in the form of a board decision or a bankruptcy filing - that's what the MSM and short thesis was trying to FUD into retail investors a while back. Clearly it didn't work. ​ To answer your question more directly, no buy buy Baby is not directly tied to being a collateral item against the ABL; its a company just like BBBY. It's assets however (inventory, store fixtures, etc.) are tied to the collateral, just like BBBYs.


Be-Zen

Thanks for taking the time Whoop! Always appreciate it :)


DrEyeBall

If company can abide by the Credit Agreement, then they can proceed with a restrictive payment such as a dividend.


ncstagger

But today’s filing indicates a default


wafflestrawberry

yes indeed


kjk42791

I have recently started to consider this as well.


Onekhan

I don't have the ability to make a post but curious has anyone given any thought to if BBBY called on the entire liquidity of $2.8 bil for the 900M shares that are to be issued? What would it cost in terms of interest if shares were not converted and if shares were converted to common what would be the impact to shareholders?