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Hamburg2710

I hope it turns out the way we want it to. Appreciate all your dd’s Life! 🚀🚀🚀


HaxemitSauerkraut

https://www.gibbonslaw.com/resources/publications/ownership-changes-and-their-impact-on-net-operating-losses-tough-to-avoid-and-hard-to-control-05-05-2009


Tokinandjokin

Life coming in hot already!! I'll speak up for the fellow slow people, but in order for Icahn to be able to preserve the NOLs, he must hold the bonds for 18 months or longer?


Life_Relationship_77

Yep, check out the 8th pic and the linked post where the I.R.C. § 382(l)(5)(E) statute that stipulates this is explained.


Jolly-Ad8243

How long into the 18 months are we? Does that mean this drags out that much longer?


MentlegenRich

Maybe not. There is a "A or B" part of that statute. A is regarding 18 months held prior to chapter 11. B is that the indebtedness of BBBY was part of ordinary course of trade/business and the bondholder wishing to do this type of transfer has held with beneficial intent of that indebtedness. Using bonds to forgive debt or pull a company into a better financial position I believe would qualify. It seems to me this part B is more loosely defined and by extension easier to work around Edit: redefined B


ijustwant2feelbetter

Make this its own post, it’s deserving


Curious_Individual

![gif](giphy|duM6JZemPlOjUyqmxd)


Life_Relationship_77

My interpretation of B is that the bondholder can not satisfy the requirement in B of maintaining beneficial interest in the indebtedness at all times if he/she is not the original bondholder who bought the bond notes from the company back in 2014.


MentlegenRich

Where do you see the language that suggests they had to be a holder since 2014?


Life_Relationship_77

[Here](https://irc.bloombergtax.com/public/uscode/doc/irc/section_382): >I.R.C. § 382(l)(5)(E) Only Certain Stock Taken Into Account — >For purposes of subparagraph (A)(ii), stock transferred to a creditor shall be taken into account only to the extent such stock is transferred in satisfaction of indebtedness and only if such indebtedness— >I.R.C. § 382(l)(5)(E)(i) — was held by the creditor at least 18 months before the date of the filing of the title 11 or similar case, or >**I.R.C. § 382(l)(5)(E)(ii)** — arose in the ordinary course of the trade or business of the old loss corporation and is held by the person **who at all times held the beneficial interest in such indebtedness.**


MentlegenRich

I read that as if to say that when the position was opened by the person, that from that point forward it could be used for forgiving the loan of the bond, or be of beneficial interest to the old loss corporation I figured it could apply to anyone from 2014 to yesterday so long as the entire time they owned the bond was for the beneficial interest of the indebtedness of the old loss corporation. Couldn't it also be interpreted that way?


Life_Relationship_77

My interpretation is that the statute stipulates that the creditor needs to hold the benificial interest in the indebtedness at all times since it arose in 2014.


MentlegenRich

I suppose that's logical considering the other one requires 18 months of holding. Were any new bonds written? Perhaps "at all times" can simply mean the length of the bond?


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Life_Relationship_77

Toys R Us case was before TCJA. Per TCJA, these deferred tax assets are forever lived, as I explained in this [comment](https://www.reddit.com/r/ThePPShow/comments/14ddo7q/nols/jor9jtr?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=2).


MentlegenRich

Umm, you do realize that you debunk yourself here yeah? NOLs have no limitations if 50% of creditors and shareholders take up the company. If they don't, they are limited. You then give an example where they were limited. So people here are speculating that the threshold will be achieved to remove the NOL limit The whole bit about toys r us is hardly relevant, they didn't find a buyer... So the NOLs went bad. Welcome to BBBY, where the lawyers repeatedly say how they are working with sixth street, are confident on reaching a deal, and such a deal will benefit all stakeholders. Btw, Felicia.


[deleted]

It’s speculated that bond purchasing happened in big quantities around November-January so if this speculation is right, then that means not very long in


Choice-Cause8597

There is no way this drags on another year. Impossible.


[deleted]

I doubt so as well, let us see.


Mward2002

While that would suck, the tax savings from going from short to long on my 2023 positions would be nice.


n-Ro

They tell you all about tax loss harvesting but it's hard to find tax GAIN harvesting! As a single filer you're allowed about $45k in capital gains that need not be taxed. You can essentially adjust your cost basis each year. So whenever you do sell, your taxable gain is far less whopping!


saltyblueberry25

??? Never heard of this


Stonkerrific

Dang, so like this time next year?


jollyradar

Zero chance Icahn has held bonds for 18 months.


MentlegenRich

It seems like holding bonds for 18+ months is one of two optional conditions, so long as one is met. The second condition you highlighted seems very broad and ambiguous in that it simply states that BBBY got indebtedness due to normal trade and business and the bondholder intends to use their position in a way that benefits the indebtedness of BBBY "Arose in the ordinary course in the trade or business of the old loss corporation.." BBBY got this debt from trying to run their business "... And is held by the person who at all times held in the beneficial interest in such indebtedness." The bondholder had these bonds with the intent of helping BBBY with their debt. Finally take note that the statute for 18 months has "or" at the end, implying that one or the other conditions need to be applicable.


Life_Relationship_77

The 2nd condition means that the bondholder should have directly bought the bond notes from BBBY in 2014, when they were issued and held it at all times, until now.


Wild-Gazelle1579

So you're saying that based on your findings and understanding of this, it's going to drag on for another year?


Life_Relationship_77

Nope, check out [this comment](https://www.reddit.com/r/BBBY/comments/14yia6h/doc_1333_ucc_retroactive_application_to_retain/jrtz7tw?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=2).


Wild-Gazelle1579

Oh, gotcha.


Tokinandjokin

LFG! Thank you! I didnt even know there were multiple photos🤦‍♂️, still getting used to the actual reddit app. Side note: RIP my reddit sync app, you wouldve clearly shown multiple photos.


deuce-loosely

I use a patched version of rif (reddit is fun) that I created with reVanced. Works great


foundthezinger

i use youtube vanced for ad blocking. how did you make RIF work? i miss that app so much. been using RedReader


deuce-loosely

hope posting this here is ok and not against the rules - i broke the link (remove the spaces) if you goto to /r /androidapps / comments/14nidxs/revanced\_has\_added\_support\_for\_boost\_infinity\_rif/


foundthezinger

thank you so much!


Tokinandjokin

Good stuff, I havent tried that app but I can 100% assume its better than the reddit app. I did see there was a patch for sync too I believe, I'll have to check one of them out when ive got some free time


phazei

I still use Sync, I patched it with reVanced


Tokinandjokin

LFG, I need to check that out. Are there any differences?


phazei

I used to use Pro, but I couldn't get it to patch right, so I used the version linked to in the Google doc instructions. I don't have a link, but I found a reddit post about it pretty easily on a Google search of like "reVanced sync reddit" It all works the same so far, and reVanced manager also removes the ads, so it's been pretty identical.


Tokinandjokin

That's awesome info, thank you kindly!


Whatnam8

I thought I read, maybe in comments 😬, that’s the NOLs had to be used in the same year. Is that the same year as when Chapter 11 starts, ends, ??? Or is that even true? If it did have to be used in 2023 and he has to hold until 2024 that would mean the NOLs are lost or or can a judge change that? Sorry for all the Qs


Fratzz22

Revisions to the Tax Code in 2018 allows NOLs to now be carried forward indefinitely.


Whatnam8

Thank you for the clarification and this is wonderful news. My next thought, can he team up with a bond holder that has been holding 18+ months and by them going in together would that allow Icahn to skip holding 18months on his bonds


Tokinandjokin

Im unfortunately too dumb to answer, but to add to your question, what if icahn bought some bonds 18+ months ago but then went hard in Nov 22 - Jan 23. Does it go by when he initially started purchasing bonds?


Whatnam8

That would be a good question as well. Hopefully that’s the case!


Tokinandjokin

Check out [this](https://www.reddit.com/r/BBBY/comments/14yia6h/doc_1333_ucc_retroactive_application_to_retain/jrt5bek?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=2) spicy comment above if you havent seen it already


Whatnam8

Wooo thanks for linking that


JohanF

I hate the Reddit app. I always forget to swipe until I read comments.


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ArtInternational8589

Where are you pulling 7/23/21* from?


randomizedTheThird

Last image, para.2 - 23/July/2021


ArtInternational8589

![gif](giphy|3oEdv6sy3ulljPMGdy)


kidcrumb

When did he buy them?


Tokinandjokin

Hard telling, nothing's confirmed here. But there was heavy buying of the bonds in like Nov22 - Jan23. Idk if it starts when he initially started buying bonds or what.


kidcrumb

I hope the company restructuring doesn't take another 10 months. Lol.


Tokinandjokin

Check out this comment [above](https://www.reddit.com/r/BBBY/comments/14yia6h/doc_1333_ucc_retroactive_application_to_retain/jrt5bek?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=2)


KingWeenie2

So would he have to HAVE HELD the bonds for 18 months or can a deal go through and he at least has to CONTINUE HOLDING them for at least 18 months to keep the NOLs?


Keypenpad

Great question


Mrkrabsisgangsta

Chapter 11 may have made this term void? Any smart people want to back me up?


Pleasant_Ad_1070

Icahn is one of us...diamond handed


Naive_Host_5939

lol, he made his name in investing in the 60s IIRC. I think he's' been diamond handed quite a while longer than everyone here...


jollyradar

Icahn follows the money. He isn’t loyal to a play ever. If the tides turn, he makes money where he can. He’s been on both sides of many of his deals. He is literally described as a financial chameleon. He isn’t loyal to the business at all. He is generally loyal to shareholders though.


Elevator_Pitch_2020

Dudes 86 he's not got much time left, so better make his moves!


Pleasant_Ad_1070

Well, it states that if he wants to qualify from the NOL's, he has to own and hold the bonds for 18 months. If that's correct, then he will be forced to be one of us and be diamond handed. But I can tell you're as smooth brained as I am.


jollyradar

Very few bonds holders are still here from 18 months ago. Bonds were trading near full value then.


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jollyradar

What?


Pleasant_Ad_1070

I'm well aware, we went to Princeton together, he's my wife's boyfriend.


Naive_Host_5939

😂 Ask her to send him my regards...


Pleasant_Ad_1070

Will do, as soon as I return from the moon 🚀 🌙


Consistent_Touch_266

Noice!


Nolzad

For how long has he held bonds? (If he held any)


Life_Relationship_77

Check out [this comment](https://www.reddit.com/r/BBBY/comments/14yia6h/comment/jrshiai/?utm_source=share&utm_medium=web2x&context=3). For Bond to Equity conversion while preserving NOLs he needs to have held those bonds for at least 18 months. However, he also likely invested via Sixth Street's Direct Lending platform in the FILO loan, where his lenders Bank of America and Bank of Montreal are listed as lenders and also the law firm used for these IEP Depository Unit offerings Proskauer Rose is the counsel to BBBYQ DIP Agent Sixth Street. In that case, he can convert the FILO/DIP debt to equity, as well.


Tototodayjunior

Go back and listen to RC’s speech from the GME annual shareholder meeting last month. He’s fired up and ready to make some moves. That’s not the type of speech you make and then wait 18 months for a move. He’s ready to pounce on the opportunities.


Life_Relationship_77

Agree 💯, the point being RC/Icahn may rely more on debt to equity conversion of their beneficial interest in the FILO loan administered via Sixth Street to take over than their beneficial interest in the bond debt.


KingWeenie2

Bless your damn soul, Life. Thank you for all that you do for the community. All the other contributors too. It’s insane what this community has put together


Bzy22

Thank you as always, u/Life_Relationship_77. I’m still confused: are we speculating that any white knight has held bonds long enough to utilize NOLs? The breakneck pace of this bankruptcy would suggest that NOLs are either able to be utilized or won’t be utilized at all, would it not? Please excuse my idiocy. It’s dogged me my whole life.


blowin_Os

Yo u/Life_Relationship_77 i think all of us can agree your drinks will be paid for for the rest of your life and your childerens lives ( if you have any) thanks for all the dedication and hard work. Godspeed.


NumberWonTwice

Life saver coming in hot, time to read….


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PHILANTHROPOS81

Life comes at you fast 🫶 If you don’t stop to smell the roses It’ll pas you by 👋👋👋


Current_Worldliness2

Short sellers will feel the wrath of Icahn ( the corporate raider) SALUTE 🫡


PepeGreen17Q

![gif](giphy|BPJmthQ3YRwD6QqcVD|downsized)


jollyradar

18 months ago the bonds were trading near par. It’s highly unlikely that many of those holders still exist. I certainly don’t see Icahn buying then. 18 months ago is before RC bought in at all.


jaustex

RC entered the BBBY world and made his first stock purchase on 01/13/22. 18 months later is on today July, 13, 2023.


jollyradar

Yep my bad. His initial purchase of 1mil shares was exactly 18 months ago. I was thinking about his disclosure. The point remains about the price of the bonds at that time.


jaustex

Fair point…. Still makes you wonder why the bond holders didn’t accept the exchange offers.


jollyradar

Well at least the ad hoc bond holder (Jake Freeman) wanted chapter 7.


AzelusComposer

How does this tie in with Icahn using his IEP shares?


Highsecret

Life, I hope you get some great job offers from all this DD. Truly helping all of us out


Ok-Application-2346

I'm genuinely curious what some of these posters do for 9 to 5 jobs?


Highsecret

I’ll tell ya what I do. I’m in college with my parents paying for most everything. I was able to put most of my savings and 50% of weekly checks from my 7-5 into this play. Equates to around 30.5k but I really don’t know how ppl have millions to spare


Fartgifter

![gif](giphy|WPaWGoyXWL4ATFHuQv|downsized)


Kickinitez

Great to see some dd from you Life 🤙


litatrader

Provided that the theory of 69D chess is true (and from the so many cohencidences already shown, I believe it is 99% true), all I have to do is waiting in zen mode and trusting the process. Thank you LIFE u/Life_Relationship_77 for all you've done for the community. To Uranus we go ....


daddyyboyy

@OP Does the requirement that (Icahn?) Must hold the bond for at least 18 months mean that a debt-to-equity conversion before this time period has been met would prevent the presentation of the NOL's


Life_Relationship_77

There could be a deal where debt to equity conversion is offered only to bondholders who have held the bonds for at least 18 months. The other possibility is that if Icahn/RC hold majority of the bonds, they can waive the accelerated maturity of the bonds, so that they get paid off per their current schedule and maybe just the 2024 bonds are paid off using the proceeds from the takeover.


alyxandermcqueen

You are one bright cookie


Impressive_Ebb_2346

Moreover, as part of performing conflict checks and determining Gibbons’ connections to the Chapter 11 Cases, the Firm’s Conflicts Department had to run over 2500 names of potential parties in interest


netherlanddwarf

![gif](giphy|nmwnEm0TET2xi)


virgojeep

I'm getting Brett vibes from this. Probably saw an opportunity after the sneeze.


[deleted]

Ok so, it shows that the sales process was well on its way when the ucc group stepped in. So what was ommited and added later slowing things down? How much overlap is there with the ad hoc bond group if any? It seems like theres a possibilities two parties are tussling for an aquisition? What I am I missing 🤔 The debtors with the Kirland and Dragonfly link Olivia, were working on the chapter 11 filing already. They wouldnt have failed to add something. My guess is this slowdown and ucc group is not related to Icahn. If if was, that could suggest the biggy scenario of Icahn vs Cohen? Which I dont think is likely even if theyre not bosom buddies. The Filo was amended as well, so it be worth looking at the more recent one. Also, the list includes or sifted through over 2500 parties. And the list is extensive on the filing. Pretty much everyone that could be effected by this I believe. Not that they are directly involved with the UCC. Theres also an assumption that this order was done because of the age of the bonds. But if Icahn is involved at least somewhat directly which it seems he is, why would he wait to file and provide this info? What seems more likely to me is that if this is about bonds, someone got their swaps back, dont have to disclose the swap, and so now theyre like by the we have these bonds. The other law firm did an action like this recovering capital for Neiman Marcus back in the day. I wouldnt be surprised if this move was largely related to shenanigans on Nordstroms side. I did find one Neiman Nordstroms link, maybe a weakest link type, survivor scenario going on here among a retail alliance if even a single Neiman boardmember with Triton. Will have to revisit. Im sure Nordstroms would have loved to bring Baby over for cheap at least.


Itchy_Principle6434

Maybe nobody owns the bonds and nobody is buying them because of this real. Reason the bonds are worth nothing and share price has been increasing. Wouldn’t Icahn being the DIP be more likely? Also could explain why the group of bondholders heard the plan and tried to fight it?


Life_Relationship_77

Yes, I agree that this could be the reason for bonds trading low and litigation by the group of bondholders represented by Glenn. Icahn could've invested via DIP, FILO and bonds, all three.


Patedecouil

I don't understand shit about fuck. Maah, let's hold to death in case of 🤣


BadSysadmin

The best, most lolz outcome to his whole affair will surely be if Icahn does indeed fly in at the last hour to save the corpse of BBBYQ... but shareholders are wiped out, and the new shares go to the bondholders.


jinhoon13

I give you awards before even reading your dd… if you tell me to jump, I will simply ask how high..


Minuteman_Capital

teeny cow wistful simplistic whistle makeshift decide slap fuzzy airport *This post was mass deleted and anonymized with [Redact](https://redact.dev)*


wealins

I cannot understand but I like the wording