@ryeandbitters@rikke18962519 You're still here? ๐
Dodging the points as usual.
Say it with me, rye. Substantive consolidation was DENIED.
You know what that means I know you do.
But I also know you always play dumb.
Based on recent SEC filings (e.g., 425 Merger Prospectus in Jan 2026) and court documents, the DK-Butterfly entity does appear tied to BBBYQ's restructuring. Ongoing Chapter 11 activity, including a Jan 7 affidavit, plus index inclusions like S&P TMI, suggest it's a precursor to a successor emergence or M&A event, potentially involving reassembled subsidiaries. However, outcomes remain uncertain pending approvals.
@THECREAM69MACHO@lostin_x@UCopy417@buybuyBABY I disagree that Ryan Cohen, Pulte, Goldberg and kind, genial, super knowledgeable and laser focused always Judge Papalia were all willing to tank their reputations which is about what you'd have to believe to still be doubting this.
Now answer all of these. Minus the CUSIP base.
#BBBYQ-๐ฆ BBBY ACQUISITION Co, LLC doing business as @buybuyBABY ๐ค๐ฝโ๏ธ
Why Mark Serure only the manager and not the ownerโฆ ๐ถ๐๐ฝ๏ธ๐ฅ๏ธ๐คท
Buy Buy Baby Public Information Report (PIR) for the tax year 2024 is available on the Texas Sos website.
It has an effective date of 10/17/24 and it still shows Bed Bath and Beyond Inc as 100% owner ๐ค
Sue Grove ๐คฃ is listed as President
Patty Wu and Wade Haddad as Vice President
David Kastin as Secretary and Susie Kim as Treasurer
Michael Goldberg signed the form as Plan Admin with no date
20230930-DK-Butterfly-1 hasn't filed a PIR since tax year 2022 ๐คจ
$BBBY $BBBYQ
@rikke18962519 Note the lack of a response to anything here. ๐
So the path to a cash distribution is clear to me, to receiving new equity much less so.
But the only conversation to be had is on reddit, I don't think I've had one single meaningful exchange with anyone about BBBYQ here on X.
IRS PLR 202424004 was released to the public on 6/14/24, ruling was issued on 12/20/23 (Post Bankruptcy) (and i recieved a price update from Webull weirdly that day out of nowhere)), and the IRS was responding to an inquiry from 3/15/23. (Pre Bankruptcy)
This PLR is addressing a tax-free spin-off or similar transaction under IRC Section 355, possibly relating to $BBBYโs bankruptcy reorganization & post-bankruptcy plan to separate Business B (possibly a viable business unit) from retained businesses (e.g., legacy or distressed operations).
It involves:
Third-Party Debt
Litigation Obligations
Establishing one or more trusts to satisfy certain Litigation Obligations (each, a โSettlement Fund")
Distributing and Controlled SAG ๐คฃ (separate affiliated group)
Distributing proposes to undertake the following "Proposed Transactions" ๐ฉ๐๐ ๐จ๐ฉ๐๐ฅ๐จ ๐ค๐ ๐ฌ๐๐๐๐ ๐ข๐๐ฎ ๐ค๐๐๐ช๐ง ๐๐ฃ ๐ ๐๐๐๐๐๐ง๐๐ฃ๐ฉ ๐ค๐ง๐๐๐ง ๐ฉ๐๐๐ฃ ๐๐๐จ๐๐ง๐๐๐๐ ๐๐๐ก๐ค๐ฌ, ๐๐ฃ๐ ๐จ๐ค๐ข๐ ๐ค๐ ๐ฉ๐๐ ๐จ๐ฉ๐๐ฅ๐จ ๐ค๐ ๐ฌ๐๐๐๐ ๐๐๐ซ๐ ๐๐ก๐ง๐๐๐๐ฎ ๐๐๐๐ฃ ๐๐ค๐ข๐ฅ๐ก๐๐ฉ๐๐ ๐ฅ
It is expected that most of the Direct Asset Sales will occur prior to the Distribution; however, ๐จ๐ค๐ข๐ ๐ค๐ ๐ฉ๐๐ ๐ฟ๐๐ง๐๐๐ฉ ๐ผ๐จ๐จ๐๐ฉ ๐๐๐ก๐๐จ ๏ฟฝ๏ฟฝ๏ฟฝ๏ฟฝ๐๐๐๐ฉ ๐ค๐๐๐ช๐ง ๐๐ค๐ก๐ก๐ค๐ฌ๐๐ฃ๐ ๐ฉ๐๐ ๐ฟ๐๐จ๐ฉ๐ง๐๐๐ช๐ฉ๐๐ค๐ฃ. ๐ฅ
It is possible that certain other internal restructuring transactions occurring in the U.S. and/or certain foreign jurisdictions separating Business B from the Retained Businesses ๐ข๐๐ฎ ๐๐ก๐จ๐ค ๐๐ ๐๐๐ก๐๐ฎ๐๐ ๐๐ค๐ง ๐ง๐๐๐ช๐ก๐๐ฉ๐ค๐ง๐ฎ, ๐ค๐ฅ๐๐ง๐๐ฉ๐๐ค๐ฃ๐๐ก, ๐ก๐ค๐๐๐ก ๐๐ค๐ช๐ฃ๐ฉ๐ง๐ฎ, ๐ค๐ง ๐ค๐ฉ๐๐๐ง ๐ง๐๐๐จ๐ค๐ฃ๐จ.
๐๐ฃ ๐จ๐ช๐๐ ๐๐๐จ๐, ๐ฉ๐๐ ๐ฉ๐ง๐๐ฃ๐จ๐๐๐ง ๐ค๐ ๐ฉ๐๐ ๐ฝ๐ช๐จ๐๐ฃ๐๐จ๐จ ๐ฝ ๐๐จ๐จ๐๐ฉ๐จ ๐๐ฃ๐/๐ค๐ง ๐ก๐๐๐๐๐ก๐๐ฉ๐๐๐จ ๐๐ฃ๐ซ๐ค๐ก๐ซ๐๐ ๐๐ฃ ๐จ๐ช๐๐ ๐๐๐ก๐๐ฎ๐๐ ๐ฉ๐ง๐๐ฃ๐จ๐๐๐ง๐จ ๐ฉ๐ค ๐พ๐ค๐ฃ๐ฉ๐ง๐ค๐ก๐ก๐๐ ๐ค๐ง ๐ ๐จ๐ช๐๐จ๐๐๐๐๐ง๐ฎ ๐ฉ๐๐๐ง๐๐ค๐ ๐ข๐๐ฎ ๐ค๐๐๐ช๐ง ๐๐ค๐ก๐ก๐ค๐ฌ๐๐ฃ๐ ๐ฉ๐๐ ๐๐ญ๐ฉ๐๐ง๏ฟฝ๏ฟฝ๏ฟฝ๏ฟฝ๐๐ก ๐พ๐ค๐ฃ๐ฉ๐ง๐๐๐ช๐ฉ๐๐ค๐ฃ ๐๐ฃ๐ ๐พ๐ค๐ฃ๐ฉ๐ง๐ค๐ก๐ก๐๐ ๐พ๐๐จ๐ ๐๐ง๐๐ฃ๐จ๐๐๐ง ๐๐ฃ๐, ๐ฅ๐ค๐ฉ๐๐ฃ๐ฉ๐๐๐ก๐ก๐ฎ, ๐๐ค๐ก๐ก๐ค๐ฌ๐๐ฃ๐ ๐ฉ๐๐ ๐ฟ๐๐จ๐ฉ๐ง๐๐๐ช๐ฉ๐๐ค๐ฃ ๐ป
$BBBY ๐งธ๐ดโโ ๏ธ
They must have had the below registration paperwork ready to go waiting on that IRS letter. Below is Indiana registration for BBB Value Services dated 10/27/2023. They then changed the name to 20230930Butterfly-35 Inc on 11/13.
When they registered DK-1 in Indiana the filing date was 9/21/23, the first day they were able to, so something happened 10/27(they got this letter back from the IRS!!)
From what I can tell the main eight Hold Coโs are below. On the quarterly PCR statements on Kroll these 8 have the 12/31/26 final decree and only these 8 entities listed in Exhibit A while the other PCRโs have 60-70 entities in Exhibit A
Bed Bath and Beyond 23-13359
BBB Value Services 23-13362
BBBY Management Corp 23-13363
BBBYCF LLC 23-13364
BBBYTF LLC 23-3365
Bed Bath & Beyond of Califor. 23-13371
Buy Buy Baby 23-13400
Liberty Procurement 23-13428
Putting more pieces together
๐ทโโ๏ธ๐ฆ๐งฉ๐งธ
IRS #202404005 was ruled on 10/27/23 and released for public view on 1/26/24 in response to a request for rulings on federal income tax consequences of proposed transactions dated June 30, 2023. (The day after the 202339007 ruling)
Here is the summary from Grok:
Structure and Entities:
โข Foreign Parent: A publicly traded corporation and the parent of a worldwide group of entities.
โข Sub 1 and Sub 2: U.S. domestic corporations owned by Foreign Parent, with Sub 1 owning Sub 2.
โข FSub 1 and FSub 2: Foreign subsidiaries of Sub 1, treated as disregarded entities for U.S. federal tax purposes.
โข HoldCo: A domestic corporation owned by Sub 1.
โข New FSub 2: A new foreign entity to be created during the transaction.
โข Business A1, A2, B1, B2: Operating businesses held by the entities.
Proposed Transactions:
The transactions involve a series of steps to reorganize the corporate structure:
โข FSub 1 Debt Capitalization: FSub 1 capitalizes intercompany obligations owed by FSub 2.
โข Sub 1 Incorporates NewCo: Sub 1 forms a new Country B entity (NewCo) as a disregarded entity for U.S. tax purposes.
โข FSub 2 Reorganization: FSub 2 transfers assets to NewCo in a tax-free reorganization under Country B laws (the "Country B Butterfly"). ๐ฆ
โข FSub 2 reorganizes into a new class of common shares, which are split between Sub 1 and NewCo.
โข Sub 1 contributes preferred shares (FSub 1 PS) to NewCo, and NewCo contributes shares to FSub 2.
โข FSub 1 redeems FSub 1 PS issued to NewCo for a non-interest-bearing note (Note 1), and NewCo redeems Note 1 for a new note (Note 2).
โข Amalgamation: NewCo and FSub 2 amalgamate to form New FSub 2.
โข Sub 1 Incorporates HoldCo: Sub 1 incorporates HoldCo as a domestic corporation.
โข Sub 1 Transfers to HoldCo: Sub 1 contributes New FSub 2 and Sub 3 to HoldCo in exchange for HoldCo stock (the "HoldCo Contribution").
โข Sub 1 Distributes HoldCo Shares: Sub 1 distributes HoldCo shares to Foreign Parent (the "HoldCo Distribution").
โข HoldCo Merger: HoldCo merges with and into Sub 1, with Sub 1 surviving (the "HoldCo Surviving Merger").
FSub 2 and HoldCo Distributions:
โข FSub 2 Distribution: FSub 2 distributes stock to Sub 1, qualifying as a tax-free reorganization under IRC ยง 368(a)(1)(D) and ยง 355.
โข HoldCo Distribution: Sub 1 distributes HoldCo stock to Foreign Parent, also qualifying as a tax-free distribution under ยง 355.
โข Neither distribution results in gain or loss under ยง 361 or ยง 355, and the holding periods for the stock carry over.
Rulings Requested:
โข The Country B Butterfly ๐ฆ qualifies as a tax-free reorganization for FSub 2.
โข The FSub 2 Distribution and HoldCo Distribution are tax-free under ยง 355 and ยง 368(a)(1)(D).
โข No gain or loss is recognized by the entities involved in the distributions.
โข Earnings, profits, and basis are allocated per IRC ยง 312(h).
Representations:
The company makes several representations, including that the transactions are not part of a plan to increase foreign tax credits, and the distributions meet the requirements of ยง 355 (e.g., continuity of interest, business purpose).
202339007, issued on June 29, 2023, likely provided general guidance on tax issues relevant to the PLRโs proposed transactions, such as the application of ยง 355 and ยง 368 to cross-border reorganizations involving disregarded entities.
The taxpayer, aware of this guidance, submitted a PLR request on June 30, 2023, to confirm that their specific restructuringโ involving the Country B Butterfly, FSub 2 Distribution, and HoldCo Distribution ๐งธโwould be tax-free.
$BBBY $BBBYQ ๐ดโโ ๏ธ๐
@RedEyeKnight217@pulte A child born in 1945 would be 81 today. No one at that table is 81 years old, much less old enough to have been an active participant in WWII.
You seem very stupid.
@JustAFlyover@epochhealth Can you read the other response to comment? I'm on an account where no one is muted or blocked and it's still invisible to me.
So deeply grateful to POTUS for letting me be acting Director of National Intelligence. He is, truly, the best, and it is a blessing to work for him. While itโs been only a few weeks, so much has already been accomplished โOperationally, AND, Transparency. Thank you, POTUS.
@RighteousWink@grok@ryandunner@5H0R7 That's not what the Plan says lmao.
It won't respond to me so mebbe throw this at it. Not only does the Plan preserve former shareholder's rights to a distribution clearly the same line that canceled the stock also canceled the bonds. Yet 3 yrs later they're still trading, etc.