ladies and gentlemen I think we have solved the puzzle for $BBBYQ. time to hang my hat on how I believe the $BBBY (old) Chapter 11 was executed—G.
more specifically, an IRC § 368(a)(1)(G) Type G Reorganization pursuant to a Section 363 sale. everything fits. all of my unknowns addressed. all clues left behind in the Plan answered.
a Type G Reorganization only meets the criteria to use the entire NOL if the NewCo issues shares as a substantial portion (or all) payment for the acquired asset.
I hope you find it informative.
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. 2!
yesterday we introduced the concept of the NOL and why the Company considered it an important asset, going as far as to confirm that there would be a change in control resulting from the Chapter 11. if you consider yesterday’s post as a look at the NOL as it related to a Company, today’s will go over limitations of the NOL as it relates to investors. a reporting investor who meets the criteria can trigger an ownership change of a Company:
remember back to when the Company filed for Chapter 11 and the NOL Order was immediately filed at the beginning? yes, this is one of the reasons.
I briefly touched on this in my last video post, “Part 4/3”. there is a second limitation to protect “tax harvesting” inside of Section 382 and it involves a 50% change rule that is triggered when any 5% shareholder increases their stake by more than 50 percentage points over a rolling three-year period. it is often referred to as a “lookback period” or a “rollforward analysis”.
to no one’s surprise at this point of course we find evidence of this very thing happening in the Deloitte fee statement:
remember all those hours spent on a tax restructuring? I really can’t stress enough how significant this is, it is a really huge clue. Deloitte confirms that they were performing exactly this analysis.
now here is where it gets interesting because this rule is not limited only to a 5% shareholder but it also envelops anyone who would qualify as a proxy or an affiliate with them:
over time we have seen many mentions of proxies and affiliates; from the Lazard Dealer Manager Agreement, to the credit bid definition inside the FILO Credit Agreement, the HBC equity raise, just to name a few. these protections and extensions to affiliates have been present for a very long time, with the Lazard DMA predating even the FILO Loan on August 10, 2022.
so.. if the percentage by value owned by one or more 5% shareholders increases by more than 50 percentage points over the lowest percentage ownership of such shareholders in a three–year period, a change in control is triggered and “yer NOL’s are gone, bro”.
this is really important to understand. for a Company who claims that the NOL is a valuable asset to them in the context of a Chapter 11, this would be something they would be paying very close attention to.
put simply it is designed to prevent companies from being bought just for their tax breaks.
the 50% rule says:
• if the ownership of the company changes by more than 50% over a rolling three-year period, the company's ability to use their NOL’s is severely limited.
• the IRS puts a cap on how much of the "old" losses can be used each year after the "new" owners take over.
it is not really up for debate that the NOL was a valuable asset. now we’ve explored both a two-year and three-year limitation to prevent taking advantage of special tax breaks available only inside of Chapter 11. the possibilities should be dwindling.
tomorrow we will do the math.. until then!
This will be an amazing quarter for $GME. Will we get more convertible bonds or an acquisition? Join us as we discuss live.
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Found an old but gold post by my dawg.
This structure within the plan is highly important, as it shows the strategy and intention behinds Sixth Street's actions.
The plan is heavily focused on settlements and post confirmation distributions.
I'll expand further this week.
I've found some very compelling information regarding $BBBY and the return of the ticker.
This space will get you excited, with facts and sources. I always deliver.
See you in 10 hours.
https://t.co/R3Y4HgHnq5
Let's discuss how the $BBBYQ story closes, the methods to re-issuance from the Coquille, and the return of the BBBY ticker with BYON.
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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).
I would like to present my thoughts for $BBBY Class 9 shareholder recovery, specifically as it relates to when.
I feel confident in the interpretations and conclusions made in solving the puzzle and so this will be my last post. I hope you enjoy it.
$BBBYQ