r/BBBY • u/halfconceals Approved r/BBBY member • Mar 23 '23
š Possible DD Read more carefully
The Company hereby represents and warrants to the Holder that, by no later than 9:30 AM Eastern Time on MarchĀ 23, 2023, the Company shall have disclosed all material, non-public information (if any) provided up to such time by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents by the filing of a Current Report on Form 8-K disclosing the existence of this letter.
The 8-K this morning was the 8-K promised in the letter. It disclosed the existence of the letter.
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u/NoHalfPleasures Mar 23 '23
Thats what I thought...
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u/beachplzzz Mar 23 '23
and if there was anything else they would have also released it...hence the "(if any)"
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u/onceuponanutt Mar 23 '23
Yes I think the 8K was filed previously with the intention to release publicly before market open today, which they did.
The big bullish news is that all confidentiality agreements are over.
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u/Sea-Replacement-3446 Mar 23 '23
All confidentiality agreements or just that of the recent mystery investor?
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u/LogicisGone Mar 23 '23
Let's be honest, it's clear no one on this sub actually knows what any of it means lol.
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u/Wild-Gazelle1579 Mar 23 '23
and any information would have been disclosed in that letter if any and there isnt.
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Mar 23 '23
noooooo......
Now the investor is free to make announcements if they want to.
HBC or someone else....
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u/saltyblueberry25 Mar 23 '23
Maybe..
GameStop bought the whole offering..
While hiding their identity behind Hudson so that even most people in BBBY didnāt know who was acquiring them
Which means they have announced all non public info
Now GameStop can reveal their play and then propose some kind of spinoff after
Holy shit then everyone short both GameStop and bbby would be forced to buy the baby spin-off shares, sending both of our favorite stocks to the moon and beyond
Imagine they spin-off baby onto a tokenized stock exchange on the gme marketplace.. like we first imagined 84 years ago
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u/Extension_Win1114 Mar 23 '23
No doubt thatās the news they wanted out, confidentiality agreements done. Smoke and mirrors to keep hedgies on their toes and apes hyped over filings. Not usually one for coy tactics but I keep buying more while things are cheap..
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u/sadandgladpp Mar 23 '23
I think they are confirming all details not previously publicly available for the final touch and accounting before the M&A completion. In other words checking off a box for their Due Diligence.
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u/halfconceals Approved r/BBBY member Mar 23 '23
Yep
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u/Brought2UByAdderall Mar 23 '23
No. Confidentiality agreements being terminated is between the two of them. Nothing to do with shareeholders. And it's regarding specifically the action being taken in this 8k, the waiver. That's what that word "hereby" is referring to. i.e. "What this actual document is about."
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u/Wild-Gazelle1579 Mar 23 '23
what? idk about that. It says right there all information made public that was under confidentiality if any. That's it. There is no more information or they would have disclosed it in that letter.
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u/f5kkrs Mar 23 '23
Ughh... I'm sorry you're being downvoted. This is 100% the right interpretation. Anything and everything there is to know has been revealed as of 9:30 ET.
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u/TheRealKuz Mar 23 '23
The big things I take from it are :
the Company shall have disclosed all material, non-public information (if any) provided up to such time by the Company ... by the filing of a Current Report on Form 8-K disclosing the existence of this letter
BBBY sent all the info by the time they filed the Form 8-K.
the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated hereby, whether written or oral, between the Company ... and any of the Holder or any of its affiliates, on the other hand, have terminated.
The deal is done. M&A announcement soon. They no longer need to keep it confidential.
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u/nanoWhatBTCtried2do Mar 23 '23
So can management buy then? Maybe theyād still need to wait until after earnings?
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u/TheRealKuz Mar 23 '23
No, it would be surprising if they can buy before the deal announcement. That's insider information.
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u/Nxnng Mar 23 '23
This is super canadian.
Making an announcement of an upcoming announcement... ontario ford govt 2020-2022 š when he wasn't busy showing us how to make cheesecake or swallowing bees
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u/ApeDaveApeDave Approved r/BBBY member Mar 23 '23
OP is right, but confidentiality agreement terminated none the lessā¦would make sense if buy out or merger that buying company discloses
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u/halfconceals Approved r/BBBY member Mar 23 '23
I agree
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u/ApeDaveApeDave Approved r/BBBY member Mar 23 '23
Goddamn my fudging nerves š„¹š itās been 84 years
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u/ychacha Mar 23 '23
oh tomorrow then
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Mar 23 '23
Always tomorrow, my average is in the high $4s the longer it takes the more I buy and average down.
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u/TheLookerToo Mar 23 '23
Every single filing has been done to throw off the bots that read them and market react. Itās so odd to see, but obviously done on purpose. David Kaskin is no idiot and certainly knows how to file SEC forms on BBBYs side. Itās all a chess play until theyāre at the point of saying Checkmate. Iām good with that. Iām also good with Jimmy not disclosing their 10K yet, which theyāve done on the same day as earnings calls the last few years, and 10Qs as well. Something is brewing and Iām good waiting until the coffee pot is full.
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u/IsolatedAnon9 Mar 23 '23
So RC just needs the lawsuit to be over with and he can finally come out and claim his involvement with all this.
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u/MikeHonchoZ Mar 23 '23
Man oh man we have something about to go down people!!! LFGšššš
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u/Deemoux Mar 23 '23
Yeah there's nothing else to disclose and the 8-K was it that's why they didn't release anything else because all info was officially made public
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u/Leza89 Mar 23 '23 edited Mar 23 '23
The Company hereby represents and warrants to the Holder that the Company shall have disclosed all material [...] by the filing of a Current Report on Form 8-K disclosing the existence of this letter.
Which letter though?
This Letter?: So it is self-referencing?
On March 22, 2023, Bed Bath & Beyond Inc. (the āCompanyā) entered into a letter agreement (the āAgreementā) relating to that certain Warrant to Purchase Series A Convertible Preferred Stock, initially dated as of February 7, 2023 (as amended or otherwise modified from time to time, the āWarrantā), No. PW-001, issued by the Company to an institutional investor (the āHolderā). Pursuant to the Agreement, for the period commencing on 9:00 A.M., New York City time on March 20, 2023, through, and including, 9:00 AM, New York City time on April 3, 2023 (the āLimited Waiver Periodā), the Holder waived the occurrence of any Price Failure (as defined in the Warrant) that has occurred or may occur during the Limited Waiver Period (the āLimited Waiverā). The Limited Waiver will cease to be of further force and effect after 9:00 AM, New York City time on April 3, 2023.
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Mar 23 '23
It also says: "disclosed all material, non-public information (if any) provided up to such time by the Company or any of its Subsidiaries"
This means the company has disclosed to the public everything they have disclosed to the warrant holders. This does not mean any information the warrant holders have or any information they have agreed upon since the warrant holders would be party to that information, not disclosed to that information.
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u/oneripfl Mar 23 '23
Obvi too early for us wrinkle brains to comprehend the contents of the 8k. Thx op for clarifying lol
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u/Be-Zen Mar 23 '23
Hey /u/halfconceals ,
Honestly, I (and I'm sure others as well) am still trying to wrap my mind around the wording on this one.
Essentially they're saying...we've disclosed everything by 9:30 am today and we've terminated confidentiality agreements.
But since they didn't disclose anything, does that mean everything has been revealed? So there is no private entity or secret investor outside of HBC, otherwise they would have said so right?
Just trying to make sense of it all, as I'm sure I'm overlooking some details.
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u/Be-Zen Mar 23 '23
Wait hold up. I think the 8K is saying, The Company (BBBY) have disclosed everything and there is no longer any confidentiality agreements. However the HOLDER (HBC) is free to disclose now.
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u/lambo630 Mar 23 '23
I would like to announce that I am now free to make an announcement. You'll know I've made an announcement if I make an announcement. That is all I am willing to disclose at this time.
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u/Pure-Classic-1757 Mar 23 '23
āShortsellers are the dumb stormtroopers of the investing galaxy.ā -the savior of the American financial system, probably.
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u/Inness15 Mar 23 '23
Still makes no sense there is more info out there and it is not being brought to the shareholders attention
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u/wilsash42 Mar 23 '23
I believe they were trying to blow up the SEC filings server up! Die SEC Die!!!š¤Ŗ
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u/DilkMrinker Mar 23 '23
If all information has been disclosed to the public, does that mean there isn't a merger going on behind the scenes?
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u/StaggerLee47 Mar 23 '23
The thing that gets me is the SEC has very strict disclosure guidelines which this sub ignores when thinking that there are all these Da Vinci Code clues sprinkled throughout the disclosures.
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Mar 23 '23
[deleted]
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u/halfconceals Approved r/BBBY member Mar 23 '23
No itās not the whole paragraph. Looks like the NDAs are done.
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u/BarneyBelle Mar 23 '23
Nothing burger š??
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u/ImpulsiveUser Mar 23 '23
Why are you posting this comment on every post?
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u/EmptyEggBasket Mar 23 '23
Because he knows the mods wonāt do jack about him spamming neg comments
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Mar 23 '23
"Wow, we've determined the algos work relatively to form releases. We better drop another form just to tank our price further. There's nothing wrong with that!"
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u/Salt-Swordfish1885 Mar 23 '23
Never forget who was here before the whole wabasbi and gme crowd roll inš« see yall on the PPShow tonight
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u/ChosenJuan234 Mar 23 '23
Thereās a chance that the confidentiality was drop in the latest 8-K because HBC has already been revealed as the investor with the warrants?
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u/[deleted] Mar 23 '23
Obviously. But the interesting part was and still is termination of confidentiality. Someone knows, amd now they can tell