J Z

[rnewton @rnewton7777]

Exodus 13:22
He took not away the pillar of the cloud by day, nor the pillar of fire by night, from before the people.

Your Holy Spirit is with us, every moment. Thank you, Father, for walking with us always.

[rnewton @rnewton7777]

Exodus 9:12
And the LORD hardened the heart of Pharaoh, and he hearkened not unto them; as the LORD had spoken unto Moses.

Today there are many hard hearts. People; entire peoples. Lord, I pray for those hearts to submit. Instead of proud of themself; proud of their creator.

[rnewton @rnewton7777]

Exodus 6:2
And God spake unto Moses, and said unto him, I am the LORD:

With you, Lord, all things are possible.

[rnewton @rnewton7777]

Exodus 1:21
And it came to pass, because the midwives feared God, that he made them houses.

So much begins with fearing the Almighty God.

[rnewton @rnewton7777]

Genesis 49:33
And when Jacob had made an end of commanding his sons, he gathered up his feet into the bed, and yielded up the ghost, and was gathered unto his people.

Lord, thank you for the gift of this life.
Every breath a miracle, every moment a blessing.

[rnewton @rnewton7777]

Genesis 45:7
And God sent me before you to preserve you a posterity in the earth, and to save your lives by a great deliverance.

Your plan is every life, every moment, and all of time. So I must learn patience and know that this day is your plan, purpose, and perfect.

[rnewton @rnewton7777]

Genesis 41:29
Behold, there come seven years of great plenty throughout all the land of Egypt:

Almighty God, I pray that somebody that doesn't know you, today choses the gift of belief. And in that moment, begins walking with you, talking with you, learning, growing, and experiencing the transformation that only you make possible.

[rnewton @rnewton7777]

Genesis 39:21
But the LORD was with Joseph, and shewed him mercy, and gave him favour in the sight of the keeper of the prison.

Whichever prison you might face - fear, hopelessness, or addiction, God is right there with you, full of mercy and grace. Ready to heal. The only requirement of us: belief.

[rnewton @rnewton7777]

Genesis 35:2
Then Jacob said unto his household, and to all that were with him, Put away the strange gods that are among you, and be clean, and change your garments:

It is so simple and why it is the first commandment - we must put you first in our life. If we do, everything good follows. If we don't, only trouble. As individuals, as families, and as nations. Again and again.

[rnewton @rnewton7777]

Genesis 31:5
And said unto them, I see your father's countenance, that it is not toward me as before; but the God of my father hath been with me.

In life, many things will change. You are the same, yesterday, today, and forever.

[Ryan Cohen @ryancohen]

I’m selling stuff on eBay to pay for eBay

https://t.co/REaITX9iXr

[Ryan Cohen @ryancohen]

The Hollow Men

American capitalism is rotting from the head down. We have replaced the "Owner-Operator"—the risk-taker-with a new, parasitic class of corporate bureaucrat: The Risk-Free Insider.

By "Insider," I am not referring to a specific title. I am referring to the entire administrative state that has captured the modern corporation. This includes the Directors who exist solely to collect fees, the Executives who exist solely to collect bonuses, and the Managers who exist solely to hire consultants.

These are the hollow men of the boardroom. They are masters of PowerPoint. They wear the right suits. They say the right buzzwords about "governance" and "ESG." But they are mercenaries fighting a war with someone else’s ammunition.

In a functioning economy, authority is tied to liability. If you make a bad decision, you lose your own money. That fear of loss is the only thing that keeps a business honest. It forces you to cut waste, obsess over the customer, and stay late to fix what is broken.

Today, we have severed that link.

We have rigged the game so that heads, the Insider wins; tails, the shareholder loses.

If the stock goes up, the Insider collects a massive performance bonus. If the stock crashes due to their own incompetence, they are fired with a "Golden Parachute" worth tens of millions. They are gambling with the house’s money, and they never leave the table poorer than they arrived.

This looting starts in the boardroom.

We have normalized a "Country Club" culture where directors are selected based on social profiling rather than their ability to build a business. The modern board member is often a professional tourist—paid an average of $350,000 a year.

Let’s be brutally honest about what that number represents. The average director is paid nearly five times the GDP per capita of the United States. They earn more for attending four quarterly lunches than the vast majority of Americans earn in five years of hard labor.

And for what?

Most of these directors are "over-boarded," sitting on three or four boards simultaneously. They treat directorships as a gig economy for the elite. They fly in, rubber-stamp a compensation package they didn't read, and fly out. They collect checks from companies they do not understand, do not use, and certainly do not love.

They are not there to ask hard questions. They are there to be collegial. They are there to protect the other Insiders.

And what happens when these boards hire executives who also have no personal capital at risk?

We get the Delegation Economy.

When a Risk-Free Insider faces a crisis—bloated expenses, a broken supply chain, or a stale product—they do not roll up their sleeves. They hire a consultant. They pay a strategy firm millions of shareholder dollars to produce a 100-page deck telling them what they already know.

This is not management. It is intellectual money laundering.

They use shareholder capital to buy an insurance policy for their own careers. If the plan fails, they can blame the consultants. They delegate the work because they are terrified of the responsibility. They would rather preside over a slow, comfortable decline than risk a bold mistake.

While American Insiders are busy optimizing their severance packages, our global competitors are optimizing their products. They are not slowed down by bureaucracy. They are not waiting for a slide deck. They are outworking us.

If we continue to fill our C-suites with administrators instead of operators, we will lose our edge. We will see iconic American franchises hollowed out by fees, managed for the benefit of the Insiders, while the true owners—the shareholders—are left holding the bag.

The time for polite governance is over.

If we want to save the American economy from mediocrity, we must demand a return to the "Owner’s Mentality." We need leaders who treat shareholder capital with the same reverence they treat their own savings. The era of the Risk-Free Insider must end.

[rnewton @rnewton7777]

Feels like a lifetime ago making these videos, and yet how many hundreds of lifetimes has this conflict been going on. I'm so glad somebody saved this one.

God, I pray for a resolution to this conflict. So many have suffered. Your ways are greater than ours, but so many have hurt and still hurt.

I don't know the answer. I don't know why people always fight. Heal the world, God.

[Lauren Thomas @laurenthomas]

NEW: GameStop CEO Ryan Cohen tells me he’s plotting a major acquisition in the near future to scale the video-game retailer into a $100 billion business. $GME https://t.co/SIiiomZdSx

[Larry Cheng @larryvc]

I don’t think I’ve ever heard a sermon preached that is as hard and tough as Jesus’s Sermon on the Mount (Matthew 5-7). It’s one hard truth after another. It reminds me that the Biblical message, while unconditionally loving, is definitely not unconditionally affirming.

[J Z @Jibblejabbleee]

@PBob1979 @larryvc All glory to Jesus brother! Amen.

[Larry Cheng @larryvc]

Encouraged by the tens of thousands of students attending Christian conferences right now like: Urbana, Passion, and Every Nation Campus. This is a great word from Jon Tyson's talk at Passion:

“My prayer for you is recover the Word. Put it in its place. Tremble before the Word of the Lord. Submit yourself unto it. Do not in arrogance stand over the Word of the Lord.” (1:09:45 in the video link)

https://t.co/tpyw0ZtL7P

[J Z @Jibblejabbleee]

@rnewton7777 What a great verse and comment to start the year off with.

May God continue to richly bless you now and forever more with His presence and grace. Happy New Year to everyone, praise be to Jesus for this day!

[jake2b @jake2b]

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!

[Larry Cheng @larryvc]

Excited to be celebrating the launch of the new Super73 - MZFT. Congrats to the @super73 team on this launch!

To join in on the festivities, I’ll be giving away one Super73 - MZFT to a randomly selected person who reposts this (will select tomorrow).

https://t.co/ZIgyDF6SqI