BBBWHY

IS MARK TRITTON NOT IN JAIL?

WHY DID MARK TRITTON BUY SHARES AT MULTIPLES OF THE MARKET PRICE?

Bed Bath & Beyond, Inc. (BBBY) spent approximately $11.8B in shares repurchase programs from 2004 through 2023. Most of these shares were purchased on the open market and included shares for employee related taxes, restricted stock units, etc.; however, it also included the shares purchased for their Accelerated Share Repurchase program.

October 28, '20

(Editors note : Keep in mind, this is also the month that Legion made some stellar trades. )

Bed Bath & Beyond, Inc. (BBBY) enters into an Uncollared Accelerated Share Repurchase (ASR) agreement with JPMorgan Chase Bank (JPM). An ASR agreement typically offers advantages over traditional repurchase programs on the open market, including more favorable pricing and an ability to purchase shares on an accelerated basis. ASRs are also typically a long-form confirmation to an International Swap and Derivatives Association (ISDA) Master Agreement.

January 7, '21

BBBY entered into an additional $150M ASR agreement with JPM, per their 8-K, found here. Under that agreement, the company was expecting to pay JPM $150M for 5M shares. Unfortunately, that was far from what actually happened.

In the first quarter of 2021, BBBY purchased 5,436,800 shares totaling approximately $186,171,082. This was determined by finding the approximate dollar value of share that may yet to be purchased under the Plans programs from the 10-K, dated 4/22/2021, of $1,729,038,784, Then, the company was provided $175M of additional funding for share repurchases, and at the end of the first quarter in 2021, the company still had $1,717,867,701 of funding for share repurchases.

Per the 10-Q, “The average price paid per share for repurchases, excluding activity related to the accelerated share repurchase program settlement, was $26.47 for the three months ended May 29, 2021.”

April 15, '21

200,300 shares were delivered from JPM as a final settlement of the ASR. That information can be found in footnote (a) in the image below. It can also be found on the 10-Q, which can be found here.

As the footnotes disclose, 5,436,800 shares were purchased by BBBY during Q1 2021, and 5,236,500, at an average price of $26.47, excluded activity related to the accelerated share repurchase program. That means the remaining 200,300 did, in fact, relate to the accelerated share repurchase program.

Interestingly, we know that 5,236,500 x $26.47 = $138,610,155 that was spent on share repurchases for the quarter that excluded the ASR shares, and we know that $186,171,082 was spent on all share repurchases for Q1 2021, so $186,171,082 - $138,610,155 = $47,560,927 was spent on the ASR.

That $47,560,927 for the ASR shares which were delivered on April 25,2021 were for 200,300 shares, which mean that the cost per share in the ASR for BBBY was about $237 per share ($47,560,927 / 200,300). That price is more than about 1,000% higher than the average price paid per share on the open market, and the transaction cost shareholders approximately $42.2M in an ASR, that would have been ten times cheaper to purchase the shares on the open market.

Here's proof of the $237/share purchases in black and white:

Also remember in the additional agreement that BBBY was expecting to pay JPM $150M for 5M shares? In this transaction alone, they paid JPM nearly one-third of that total amount and received only one-twentieth of the expected shares. Making matters worse, the amount paid for those shares in the ASR excludes brokerage commissions paid by the Company.

“Follow the money. Money doesn’t lie, people do.” -Pulte Loophole much JPM and Mark Tritton? If you state in an agreement that you, or someone, will use independent judgment and not audit a share repurchase as long as it is a transaction less than $50 million, is it then legal to accidently add a zero when you are setting the share buy back price for 47.5 million dollars worth of securities?

Just like no teacher is fooled about what the student is doing when they look down at their crotch and then laugh, how is anyone fooled when JPM buys back $47.5 worth of shares at $237 per share and then obfuscates the accounting in footnotes and addendums. The accelerated share repurchase was done on April 15th when the price was $23.7. This was after Mark Tritton already had 3 derivative lawsuits on him for breach of fiduciary duty, unjust enrichment, and waste of corporate assets from previous share repurchases he had done.

In case the share buy backs don’t seem criminal, I’ll explain what happened. I won’t mention the 11.8 billion of share buy backs, because who knows, business deference or whatever crap the Private Securities Litigation Reform Act of 1995 enables businesses to do. In the case of the plainly fraudulent extra zero that was written into the share repurchase agreement. Essentially Mark Tritton wrote a check to JPM (or an affiliate, that conveniently they wouldn’t have to audit) for $47.5 million in return for 200,000 shares. Those shares were not purchased, the chart doesn’t show any run up in price or volume, in fact it was at a quarter low. They “lent” the shares, and just pocketed the money. If you read the JPM repurchase agreement, it talks about ISDA and Swaps in connection with the shares. There is a lot of financial engineering on top of this crime.

Mark Tritton and JP Morgan Chase stole from Bed Bath and Beyond, and when Tritton got caught, Bed Bath had to pay the lawyer fees and the settlement. This is beyond risk free compensation, this is risk free crime! Mark Tritton and all his conspirators should be punished for their crimes!

#WallStreetCrime #BBBY