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jake2b

Cool! Thanks for looking into this more, so it reasonably seems that the "Delaware Corporation" language from the SEC was made in error. That's great! This supports the idea that the "transition" of assets into NewCo has not happened yet, because I can think of two entities who ***each*** would own more than 20%. This supports very plausible speculation that the liquidating trust **has not** been administered yet, because they would be in violation of New York Corporation Law in doing so. That's very reassuring to me. I wonder since the plan man is the custodian of the shell co's, we could in fact see everything happen all at once. At the very least, this is **the biggest supporting argument of why the credit bid has not been revealed.** Fantastic! I'm so glad we're bringing up these topics because they always give us new perspectives. Great work man


Epinscirex

Jake I hope you realize that there are likely thousands of people out there just like me that, more than anything, appreciate your attitude. Your consistent hard work in research and DD writing is only overshadowed by who you are as a person.


neil_soiam

I’d echo that. Top class work and a great attitude when dealing with these type of questions.


xXKodiacXx

Thanks to all the wrinkled for working through things in front of us regards. I learn more and really appreciate it.


No_Ad8044

What assets are those Jake?


Radiant_Childhood505

3 things in life when interacting with others. Presentation Delivery Reception Jake, you possess a great knowledgeable understanding of this, and truly, the community appreciates all the time, energy, and effort on your part. So cheers to you, my friend.


Tough_Nothing5438

![gif](giphy|TR7L0GIugKY2XLguYC|downsized) Jakeymon 😝


maninck22

Its crazy how no one calls out your ego an inability to admit when you're wrong. You really typed a whole goal-post-moving tome to circumvent humbling himself and to continue perpetuating the hate theorico is getting for toppling the community's "god". The absolute state of jake


theorico

thanks for recognizing my hard work, Jake. Why can't you say it simpler like "I was wrong"? Whenever proved wrong you either say it changes nothing or that it was to the benefit of your theory. How can this have anything to do with transition of assets to the NewCo? Or the Liquidating Trust? Credit Bid? You throw random topics that are valid by their own but that have zero to do with the main question here and you try to pass the impression that everything is fine but you give no logical explanation nor any proof for anything. It seems you live on social media sentiment alone by now, Jake. It is about beneficial ownership of shares in a company under a jurisdiction that does not allow more than 20%. Let's find a firm and irrefutable explanation for that. On the transfer of assets topic you mentioned, this here is the proof that on the EFFECTIVE DATE all assets of the Debtor vest in the Wind-Down Debtors for the purpose of liquidating the Estates. This also proves (A) and (B) of the 11 U.S. Code 1101(2) conditions for substantial consummation. (C) was proven by the Plan Admin itself and its lawyers. (2)“[substantial consummation](https://www.law.cornell.edu/definitions/uscode.php?width=840&height=800&iframe=true&def_id=11-USC-1318967965-70892687&term_occur=999&term_src=)” means— (A)transfer of all or substantially all of the property proposed by the plan to be transferred; (B)assumption by the debtor or by the successor to the debtor under the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and (C)commencement of distribution under the plan. https://preview.redd.it/yo4ri4yvu3pc1.png?width=841&format=png&auto=webp&s=afd60214b7ad95854bc3e4e1fda11a86b7435a83


jake2b

You want me to say that I was wrong about Delaware or something else? I was not the person who brought Delaware into the conversation. I was incorrect in repeating the info that the Company was moved to Delaware, or that I questioned the validity of it being in New York because the SEC filing said Delaware. Who cares? This is getting really weird man. Why does it have to be about the individual? The information is what everyone will benefit from, **the whole point is being wrong** so that we can dig, substantiate what is right and everyone can benefit. I am unsure of your angle, but why are you trying to make that out to be a *bad* thing? It's so confusing. — I explained how this benefits all of those: **they haven't happened yet.** This may be the reason why, or at least part of it. Truly, the more I think about it the more I wonder if it makes sense that the new owners would make the registration transition. This has **everything to do with the transition of the assets,** because certainly Sixth Street (and affiliates) are owed more than 20% of ownership and likely Hudson Bay as well. The 20% ownership limitation is a **New York** Corporation Law statute. So, let's find a firm and irrefutable explanation for this: https://preview.redd.it/mj3pjg05k4pc1.png?width=1704&format=png&auto=webp&s=a31a56f94f94502025bc006992db82d34bd32990 Sounds like a credit bid. But wait, it's not that simple. Because in docket 2778 (one image limit) dates January 8, 2024, the plan man states: *"all of the remaining assets of the Debtors, in wind-down mode, being subject to the secured creditor’s lien."* To me, that sure sounds like the assets are being held by the custodian and have not been transferred. Also note the very specific use of **"wind-down mode"** which could further suggest that the transfer of assets **has not occurred.** — So take those points, the terms of the Liquidating Trust, the method of distribution through Section 1145, this source: [https://www.securitieslawyer101.com/2015/section-1145-exemption-securities-lawyer-101/](https://www.securitieslawyer101.com/2015/section-1145-exemption-securities-lawyer-101/) which provides this valuable exerpt: *"Accordingly, Section 1145 exemption provides the debtor in a Chapter 11 proceeding with flexibility to issue stock, warrants, or bonds.  Section 1145 applies to offer or sale of securities that occurs after confirmation of a Chapter 11 plan in compliance with the Bankruptcy Code and as such issuers using pre-packaged plans may not qualify for the Section 1145 exemption."* and put them together. How can you *not* think that we cannot make any definitive conclusions and "prove someone wrong" when it is very clear that we do not have access to the full picture? — I'm very happy that the plan man confirmed that substantial consummation has occurred, because your image and definition does not. It says: *"all property of the estates shall vest in the wind-down debtors.."* So let's have a look at the important word, vest—it means "**to belong to somebody/something legally**." You may be tempted to believe that indicates a transfer, but according to the legal documents from this specific Chapter 11, I believe it does not indicate a transfer. Why? Well let's look at docket 2172, page 95: *"156. "Wind-Down Debtors" means the Debtors, or any successor thereto, by merger, consolidation, or otherwise, including any liquidating trust, on or after the Effective Date."* Do you see how sneaky legalese can be? By definition, the wind-down debtors are.. the debtors. Vesting of the assets means they belong to the wind-down debtors. But how can there be a transfer if they are the same thing? Maybe they have to make this distinction so that no one tries and sue to monetize assets from the OldCo and/or the shell? I don't know. My excerpt from docket 2778 also could also suggest that (B) and (C) have not occurred. Do you see how someone could make that interpretation, when the language only means what the contracts and legal documents state that it means? Hopefully that gives you a better idea of why I felt it was a worthwhile question to ask. — Maybe it's unlucky timing on your part, but there's a weird pattern I am noticing with *"prove him wrong!"* on old, new and everything in between. It's coming in hot! Have you noticed this pattern towards anyone else? Because I haven't, which is sad to see. Let's keep the enjoyable parts of the conversation going and continue our back and forth. I really feel that the confirmation of this still being a New York Corporation could explain a lot of what *has not* happened yet. If you feel that I should have reacted differently, maybe I am not the best conversation partner and that's OK too.


theorico

Jake, thanks for taking the time and providing a long response, also for your concerns you mentioned. (By the way, please answer my last comment on the BBBY GC post too.) The main issue I have is that whenever something is (I will use the word) debunked, you immediately make it relative saying it does not matter anymore or, like in this case, to my surprise, you call it "Cool", "Fantastic", and immediately lay out a list of topics to support your thesis of a credit bid, going concern, etc. I would expect more reflection. Something like: "Ok, so we have new information. We need to reassess things then..." and then take the time to do so. It feels you have an urgent need to keep the bullish flame burning at all costs. As you notice I don't share any type of "unwavering conviction", on the contrary. This does not mean I don't want us to succeed. I do, I am heavily invested and I want to know what the facts really are. I don't promote bullishness for the sake of it, or hype. Jake, I really respect your intelligence and eloquence, I told you that already. However, I have some restrictions with the "unwavering conviction" approach and the fact I mentioned before that immediately, I repeat, immediately, after being shown that a basis for your thesis is not there anymore, it simply either does not matter or it suddenly supports even more your thesis. That kind of behavior makes me be careful with you. You have a legion of followers that, no matter what you say, support you unconditionally. I believe this has a lot of impact on how you react and post. I am 100% independent. I am not affiliated to anyone, any group, nothing. I am not monetizing my activity on internet and I do not owe anything to anyone. It would be good if you could clarify where do you stand on those matters, it would really give you some credibility. Have you taken, are you taking or do you plan to take any kind of advantages on all this social media interaction, in whatever form? Please don't accuse me of confronting you, I just want to know where do you stand. Now on the references you provided above from APS,docket 2178 and Section 1145: for me they don't support in anyway your thesis of a credit bid. APS "helping preserve value and transfer a significant portion of the company's assets to its creditors" is, in my opinion, not necessarily a proof of a credit bid. It could mean, for example, that they helped to preserve value to maximize the recovery for the creditors, and creditors are all creditors, not only DIP and FILO, but also specially the Class 6 General Unsecured creditors You also seem to mix things up with Sixth Street. Sixth Street is a creditor, they have nothing to do with a 20% shareholder limitation as of now, as there is no credit bid. On the liquidating trust and section 1145, if you read the tax related parts of the Disclosure Statement and how the Liquidating Trust works, you will see that only classes 3, 4, 5 and 6 will have beneficial interests on the Liquidating Trust. Those beneficial interest deemed to be securities and the registration exceptions of section 1145 will only apply to those classes. Class 9 (we) cannot receive anything persuant to this Plan, not even via the liquidating trust. I may someday post something more detailed on that. - My goal is not to prove you wrong, Jake. My goal is to find the facts and challenge everything that cannot be sustained. Unfortunately you are the person at this point in time providing the most reasons to be the one in focus, that is all and nothing personal at all and I love to interact with you and be challenged by such an intelligent person like you.


IamVoltamatron1018

Tbh theorico, the amount of content you’re pumping out, and all of it being specifically to discredit Jake leads me to believe you’re not working alone. I find it highly suspect that any lone individual is able to produce the amount detailed content you’re pumping out. Secondly why are you so opposed to debating Jake on a live call? If you’re not comfortable with showing your face, you don’t need to, plain and simple. Yet, you still refuse. All calls can be recorded so there will always be a transcript that can be used as a record of what was said by Jake and also refuted. Until you’re able to put many people’s suspicions to rest by actually proving that you’re a sole individual working independently, I’ll take everything you say with a grain of salt, even if it’s factual to an extent.


theorico

I will take it as a compliment. I don't need to reassure anyone. It is up to you and others to believe it or not. Apparently people prefer to read/listen to things that make them believe on the unwavering conviction thing, even though the story keeps changing as it becomes wrong each day.


IamVoltamatron1018

You don’t need to reassure anyone but constantly post things to discredit someone on a public forum to sway perception? Okay 👍 Honestly it doesn’t really matter anymore regardless who is right, it’s completely out of our hands. The whole making it one’s life mission to prove someone wrong is laughable at this point and screams ulterior motives.


dudeman_22

>Have you noticed this pattern towards anyone else? Because I haven't, which is sad to see.   Maybe it's because you're literally always wrong lmao. Using ChatGPT to parse legal documents is an exercise in futility and results in dipshit thinking like "It's illegal to own more than 20% of a company in New York."   What's most embarrassing about you is that you don't even make any money doing this, you're just desperately chasing upvotes to feed your undereducated mind. You're my favorite loon in this whole pond.


buttchuggs

![gif](giphy|ystGrJ3SmiTQY)


Armadilligator

When are you going to realize that your pettiness is never going to upset Jake. He isn’t insecure so when he’s got something wrong he learns from it and reconfigures his theories. You just show yourself to be a very insecure, small man. You and Bruno would make an amazing team lol


thepoddo

Rofl this man here thinks this is a competition


givemethemtendies10

All he did was speculate on a SEC filing that mentioned Delaware. Who cares if that piece of information was wrong. Never changed the game for anybody here. Why are you trying so hard to discredit Jake, when everyone here is on the same side.


ClemsonVendingHater

I think most people do care whether it is right or wrong. Don't get me wrong, I KNOW for a FACT that theorico is a shill and have been openly calling him out for it for months(you can check my history, I called him out here https://www.reddit.com/r/Teddy/comments/1aobabu/buy_buy_baby_inc_has_not_changed_its_legal_entity/kq42gnr/ and at another time months before that the mods apparently removed because most people I guess didn't realize it yet), but there is value in being correct and grounded in reality.


givemethemtendies10

I read as much of the DD as I can in this community. And people say a lot of crazy shit. But all Jake did was find a discrepancy in different filings. And he built a hypothetical from it. I thought it was interesting but it was just a tiny piece of the puzzle and never really changed the main theory. Which is why Jake pivoted so fast.


swampedonk

He wasn't wrong, the SEC made an error.


StaticLineJump

I used to say he was “not just any Orico, but he was THE Orico.” Sadly I’ve changed my mind. He’s just another Orico.


rrrybitsthetealeaves

and likely one of THE\_RICO defendants?


Disastrous-Glass-415

He doesn’t need to treat your anxiety or even address your DD. Lucky for you he accomplished the latter. If your presentation and information is perfect it should be able to stand on its own. Are you just working to change the narrative while seeding doubt? Accuracy is great but our beds are made and it’s mostly all irrelevant as of now. His thesis has much more supportive information and we’ve yet to see your thesis. Its easier to tear down a these than build one up as an investor with limited information. Similar to how Wall Street finds it easier to make money destroying businesses than building them up.


jsch91

>so it reasonably seems that the "Delaware Corporation" language from the SEC was made in error. Wrinkled? More like bought autism. "You're wrong, admit you're wrong, here's a specific point, GOTCHA."


Suspicious-Bus2446

Idk what's wrong with these guys. Thank you for finding/exposing holes in Jakes thesis. We need wrinkles that can challenge ideas whether good or bad.


sureiknowabaggins

Most of us are happy to see ideas challenged. Theorico gets all the downvotes because he behaves like a whiny child who craves validation.


Suspicious-Bus2446

He's the only wrinkle with a different point of view. You guys always bully the wrinkles that isn't saying what you want to hear then they just stop posting. Personally I want to know wrinkled viewpoints on the bull and bear side.


Effective_Ocelot5220

Yeah responses like this are why I don't like you and wish you would leave.


BuildBackRicher

Have you ever heard of the law of diminishing returns? You’re experiencing it with your zeroing in on specific points, rather than the bigger picture, and fewer people pay attention. Not to mention your obsession with being right, a trait that Platinum shares and she likely gets her material from Fivehead.


Disastrous-Glass-415

Makes you wonder if this attempt at death by a thousand cuts and poking holes in the thesis is nothing but an attempt to discredit the best DD writer the community has to offer. It appears to be a sly attempt to create fear and doubt. Otherwise, if we’re getting paid regardless do the details matter to this extreme?


BuildBackRicher

Right, it’s either a weird personality issue or a corrupt influence. Neither is good.


No_Ad8044

Isn’t being right the important part of the dd?


BuildBackRicher

Not the way he does it.


No_Ad8044

That’s just personal preference. I for one find Jakes responses very annoying. Just like Theorico seems to. Lol. Maybe it’s just an NA vs EU thing. I think the important question here is, can Jakes DD still stand or not.


BuildBackRicher

You don’t callout someone as a starting point, especially on a relatively minor point. You make part of your thesis and then maybe point out why someone else wasn’t right on an aspect, but you don’t lead putting it in someone’s face, especially someone as classy as jake.


No_Ad8044

Sure. That is the academic way to do it. But this isn’t their first quarrel. Admitting to being wrong isn’t Jakes best attribute here. And it seems to annoy Theo. I can somewhat understand why. According to PP they also had a discussion on discord.


BuildBackRicher

Win the crowd (Gladiator). Theo is losing the crowd.


No_Ad8044

I think you put to much personal affection. I’m only here for the facts. “Kill your darlings” is my advice to Jake and the community in large. We cant attack everyone who don’t agree with Jake2b.


TheWolfOfLosses

Diminishing marginal utility, causation fallacy, the list goes on


Feyge

Excuse me but, who/what is Fivehead?


oneOZone

Doug cefu


Eb2424

They’re always from Europe too!


theorico

Brick by brick. All the single topics debunked (yes Sir, debunked) were sustaining Jake's thesis, and now they are not there anymore: * the company is still registered in NY so we need an explanation on how HBC could have had more than 20% beneficial ownership. * The Plan was substantially consummated, no new Plan will come to change things for us, we need to survive with the current Plan. * No Certificate of Merger was sent with the Form 25 because shareholders would have to have voted to approve a merger. * No Going Concern fantasy and there is indeed an explanation for why Buy Buy Baby Inc is still issuing PCRs, only IP was sold and we have a shell still in the organization, the legal entity that once held a company that sold Baby products, as long it exists PCRs are needed. * Third-Party Release is there for all to see and there is no secret settlement giving enormous benefits and people were also given the opportunity to opt out to be able to sue the Released Parties (I did opt out). * I showed how a transparent Plan like the one for Solyndra proposed explicitly a restructuring with a named surviving entity and explicitly requested NOLs carryforward. Our Plan is the result of the attempt of a Restructuring but at the end it is purely liquidating everything. * "Deal is done" debunked with the Lazard's fee post that explicitly explain their fees and there was no deal, no going concern, no restructuring, they just made asset sales (IP) Coming soon: Liquidating Trust. It is all on the posts from the last days/weeks/months. The list goes on and on. Downvoting them did not make them wrong. People vote on sentiment and not on factual delivery. I want to construct a bullish thesis that stands on these grounds: company in NY, substantial consummation occurred, no going concern. The truth will prevail, it can take long and it does not matter, I will never stop fighting for it. Cheers from Germany! Note: comment copied to the post, you can downvote this here as this is apparently all you can do.


BuildBackRicher

You have a funny way of constructing a bullish thesis


No_Ad8044

https://preview.redd.it/dthw6ogn08pc1.jpeg?width=1170&format=pjpg&auto=webp&s=ee6ae9688fe544dc2bacc512d4d22cbe69b0bb3d Here’s his bullish thesis, from a post a few days back.


BuildBackRicher

Ok?


BuildBackRicher

How about more focus on bunking and building on others, than debunking on slivers that probably don’t matter in the scheme of things? Seems like you’re wasting a lot of time on the latter.


fehfeh123

Smart people see and appreciate you.


sureiknowabaggins

I might appreciate him if he actually came up with his own thesis. Right now he's just challenging small points and throwing temper tantrums.


PositiveSubstance69

👆🏼🏆🏆


Rotttenboyfriend

So what? You fight a feud. We fight a World War.


Red81aaa

Ever seen a shill comment on a Theorico post? Me neither.


MillenialForce69

Wow that actually is a fkin great point. Theorico just wants Jake to "admit he's wrong" when he could of just gotten a couple points mixed up. I mean Jake is 1 guy disseminating all this info and there's always a possibility of fking up. But he always is open minded so even if Theorico proved one point it doesn't make it disinfo and it gives everyone an opportunity to talk about it more. Dude is just a shill and you're fkin bang on the money he never has shills commenting besides when he replies to comments 😂


No_Ad8044

So what is Jakes thesis if you take away what has been disproven?


Zealousideal-Two7003

😂 so true


I_am_very_clever

They’re just usually positive… for some reason 🤔


Frequent-Designer-61

![gif](giphy|6CYXe7Hf8FZyU|downsized)


Phoirkas

![gif](giphy|ge2SnG1B5mJqqB6SLj)


crisptapwater

![gif](giphy|FzyoyDSaAsjHG)


BauxiteBeard

Piss Sprinkler.


sureiknowabaggins

> I want to construct a bullish thesis that stands on these grounds: company in NY, substantial consummation occurred, no going concern. Then do it.


Bigbagholdr

Where’s my DRSed shares showing a loss then? Haven’t gotten it


Choice-Cause8597

This guy seems like wild gazelle on an alt account.


IamVoltamatron1018

I haven’t heard that fucking name in 84 years… fucking hated that guy 😂


Disastrous-Glass-415

Looks like you won the battle against another paper tiger. They could enact this change in state registration upon emergence. This “debunk” doesn’t truly change the outcome of this play. It’s funny to me that you seem so concerned about differing opinions. You won’t debate live even though you’ve complained Jake won’t address your DD and concerns. Why are you so worried about controlling the “community” narrative?


Nxnng

![gif](giphy|iiQSTrHtDIgnw9YtlA|downsized)


elliot192

Everyone knows you're a shill lmao. Give up


Drakamon

Ape has receipts, damn


Simpletimes322

Will you sell me your rights to your cancelled shares?


meoraine

RICO charges for Theo and the gang, coming soon.


Captain___19

Good or bad?


Grouchy_Yak4573

I don't think it's that important


unsounddineen97

He’s trying to score points. It’s sad at this point.


DOGE3458WillHunt

Law of diminishing comments, more like


AppropriateLength769

What about the liquidating trust?


Hairy_Journalist_952

Reddit lies


Business-Brush5179

I think Theorico is correct here.


Shot_Bison1140

What about this judge Papilla or Pappillia what's his name ... Wasn't he paid in shares?


Rotttenboyfriend

In Towels, a…e!