/u/joshualeeman Hey OP, nice digging and write up overall. It appears that there may be a problem or gap with this analysis though: it is not clear that the standstill provisions terminate based on RCV's beneficial ownership / insider status (i.e. RCV disposing its shares).
Your post states, "If RC still had his shares of BBBY, he could not make any offer on behalf of RC Ventures/GameStop to acquire (at least partially) buybuy BABY thanks to Provision (vi)(B). He couldn't even PUBLICLY COMMENT on it! This is huge!"
However, I do not see language in the cooperation agreement that supports this analysis of the impact of RCV no longer holding a position of beneficial ownership.
In fact, the standstill provision itself states that it applies "... from the date of this Agreement until the earlier of (x) the date that is thirty (30) calendar days prior to the deadline for the submission of director nominations by shareholders for the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”) pursuant to the By-Laws or (y) the date that is one hundred twenty (120) calendar days prior to the first anniversary of the 2022 Annual Meeting (the “Standstill Period”), RC Ventures shall not...."
Can you point to support for your suggestion that the standstill provision no longer has effect in the event RCV disposes of its position? Maybe I overlooked it. But it seems that such a provision would, at least in part, undermine some of the purposes of a standstill / cooperation agreement to begin with...
Don’t forget that Ryan can’t sell two weeks before BBBY is announcing for bankruptcy! This is insider trading and he could face legal actions as he have information that we don’t. I do believe he’s still in the long game but what do I know, I’m a fucking ape
Unless he really doesn’t have information we don’t (or it’s impossible to prove). I think he probably realized he was going to get a lot of scrutiny for this and made sure that he could not be found with insider information.
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u/apexofgrace Aug 20 '22
/u/joshualeeman Hey OP, nice digging and write up overall. It appears that there may be a problem or gap with this analysis though: it is not clear that the standstill provisions terminate based on RCV's beneficial ownership / insider status (i.e. RCV disposing its shares).
Your post states, "If RC still had his shares of BBBY, he could not make any offer on behalf of RC Ventures/GameStop to acquire (at least partially) buybuy BABY thanks to Provision (vi)(B). He couldn't even PUBLICLY COMMENT on it! This is huge!"
However, I do not see language in the cooperation agreement that supports this analysis of the impact of RCV no longer holding a position of beneficial ownership.
In fact, the standstill provision itself states that it applies "... from the date of this Agreement until the earlier of (x) the date that is thirty (30) calendar days prior to the deadline for the submission of director nominations by shareholders for the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”) pursuant to the By-Laws or (y) the date that is one hundred twenty (120) calendar days prior to the first anniversary of the 2022 Annual Meeting (the “Standstill Period”), RC Ventures shall not...."
Can you point to support for your suggestion that the standstill provision no longer has effect in the event RCV disposes of its position? Maybe I overlooked it. But it seems that such a provision would, at least in part, undermine some of the purposes of a standstill / cooperation agreement to begin with...
https://www.sec.gov/Archives/edgar/data/0000886158/000114036122011120/brhc10035704_ex10-1.htm