After having intensively read and discussed the Offering, I finally have a good understanding of the conversion and exercise of the (Preferred Stock Warrants (PSW) into Preferred Shares (PS) and of the PS into Common Shares (CS).
BBBY has provided us a new number for the Total Shares Outstanding (TSO) as of 15.03.2023, 335,404,588 shares.
We know from previous filings that so far in total 14,212 PSW were exercised into PS, which resulted in around $ 135 million as proceeds to the company.
So I decided to define some assumptions for the Conversion of PS into CS to check what TSO I would get, and compare to the newly reported TSO.
My assumptions are the following:
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• There is only one PSW owner. This entity bought all 23,685 PS from the initial offering (paid $ 225 million for that) and by doing so got also all the 84,216 PSW.
• This entity will execute their PS using the maximum allowed % of 9.99%. This means that after each conversion, this entity will have converted 9.99% of the new final TSO, including the conversion just made.
• Starting from Feb 28th, the first possible date for PS conversion into CS according to the offering, this entity will issue one Convertion Notice every day, until all its PS (23,685 + 14,212 = 37,897) was executed.
• Each daily conversion will use the Alternate Conversion Price (ACP) of the day the Conversion Notice (CN) is being issued.
• After each settlement day, the holder sells the CS to be entitled to another 9.99% conversion.
• The initial TSO before the conversions is 117,300,000 million CS.

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The above are the assumptions. There are also some facts that I will also list below, and are backed up by the Prospectus of this Offer:
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• The holder can issue the Conversion Notice until 16:30 of the day, or adjust the CN until 10:00am of the next trading day.
• Each Convertion Notice can take up to 2 trading days for the CS resulting from the conversion to settle and become available to the owner.
• After the April 6th Forced Exercise, all subsequent ones happen after 22 trading days from each other. So all Forced Exercises of the PSW end on October 2023.
• For convenience, the daily VWAP used in my calculations are listed here, source Market Chameleon.

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https://preview.redd.it/f367lwtujwoa1.png?width=1064&format=png&auto=webp&s=342877f03f9f71fb5be6922f837daee8b9d05b85
Here is the result, applying all assumptions and facts above:
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https://preview.redd.it/jnkalj9ckwoa1.png?width=2195&format=png&auto=webp&s=0499cd6e4cb83ad697e9379c95c70917625dc99f
The results simply amazed me!
Look at the final TSO of line 10. On March 15th, the final TSO according to this calculation gives 335,961,362 shares, which is very, very close to the officially reported 335,404,588 using the same reference date.
Moreover, when we continue to execute the conversions until all 37,897 PS that the entity had are all converted, we reach an estimated final TSO of 428,613,294 CS for all the PS related to the initial offering plus the 1st March tranche of exercised PSW.
I firmly believe that as of today, March 20th, the real TSO is that number and it was simply was not yet formally reported by BBBY. We may see that number when we receive the final Proxy for the Reverse Split Meeting.
Now that all PS available were converted, we need to wait for the next Forced Exercise of the PSW, that according to the Offering should happen on April 6th. Each upcoming Forced Exercise of the PSW will be done for 10,527 PSW (or $ 100,000,006,500), except for the last one, according to the 3rd ABL Amendment, that will be lower to deduct what was converted in excess in march (aprox $ 35 million), so the last one will be done with only 6,842 PS.
Below you see the results for many different values of estimated VWAP, so you can compare the final TSOs for each different VWAP.
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$ 1.0
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$ 1.5
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$ 3.0
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$ 5.0
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$ 7.0 ($ 6.15 will apply)
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$ 0.5 ($ 0.716 will apply)
You can see that in some cases, the final TSO would be even higher then the authorized share amout (900,000,000)! This is one of the reasons why probably BBBY is proposing the reverse split.
Of course the future VWAP will vary, the tables above are just an exercise to see aproximatelly what would be the final TSO in different scenarios for the VWAP.
Please not that the tables above just consider PS, the Common SHare Warrants (CSW) are not considered in this analysis of the projected final TSO, but they will for sure increase it.
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CONCLUSIONS
I really believe that we can indeed have a single owner for all PS and PSW.
This entity seems to have need converting since Feb 28th, as we come up to almost exactly the same TSO as reported by BBBY for March 15th.
If the share price continues to stay low, the projected final TSO will be even higher than the amount of authorized shares. This is one reason for the Reverse Split.
Another reason for the Reverse Split is the 200% reserve as defined in the offer, but in this post I will not address this.

Alright I actually found a way to crunch the numbers that could suggest what all you noisy nosebleeds are yelling...
It's iffy. It's tinny. But perhaps possible I can't really tell.

The Outstanding calculation (hehe)

(Just ignore opposite separator thingy. That's how it's done here in Denmark and I can't figure out how to get Apple's shitty Numbers app to switch to US system)
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Calculating the way I show above we get pretty close to the 335.4M Outstanding figure we got from the latest filing - The PRE 14A filed on March 17th.
https://preview.redd.it/uzfxydcuasoa1.png?width=1125&format=png&auto=webp&s=1741f78e1548a57f5e4bbcfff0b1f27be6853609
This is contingent on this outstanding figure disclosed from BBBY including all of the 3 financial instruments of the offering - the pref stocks, pref warrants and common warrants, even though they haven't been exercised and converted. Some sources I found may could suggest that this is sometimes done, at least when specified "fully diluted".
Sources such as this:
https://preview.redd.it/nob5u7w7bsoa1.png?width=1475&format=png&auto=webp&s=7d2b3f1f97751467ebb9ee50f39c04af6cd628ab
Even tho they didn't really specify "fully diluted" as you'd might expect them to if this was the case. But yeah what the hell, let's run with. I'm just giving the angry mob what they want (meant with love naturally).
If we wanna justify pursuing this theory however, it would be due to this particular wording:
Also PRE 14A filed on Feb 17th
https://preview.redd.it/jvvis3picsoa1.jpg?width=1125&format=pjpg&auto=webp&s=d3a0d74dec7e438785d6bb794246e813a0f58f56
It might be a bit iffy since it says "the following table..." etc and "owned by the indicated shareholders on that date". And also due to the "beneficially owned" verbiage.
On the other hand however, there aren't really much "issuable" on this table, between director RSA's which far most of doesn't vest until june or july (if not all, not really sure and don't care).And naturally BlackRock's and Vanguard's regu common shares ain't gonna issue s#it..
So let's carry on...
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Issuable from Pref Shares and Pref Warrants

This is pretty straight forward (at lest if you read my last post). Pref warrants were simply only issued to the party/parties (between 1 and 3) that bought pref stock at least worth $75 million dollars total.(you can read my last post here if you want: https://www.reddit.com/BBBY/comments/11va36w/one_party_to_rule_them_all/?utm_source=share&utm_medium=ios_app&utm_name=ioscss&utm_content=1&utm_term=1 )
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So pref stock = 23,685and pref warrants = 84,216
There has been a lot of discussion back and forth the last months time, whether the "alternate conversion" option was possible only under "Triggering Events", or if they could do the 92% vwap conversion at any time. The confusion in my opinion more than anything else stemmed from the HIGHLY and unnecessarily convoluted condition structure, where we had like 5 different specific "date" terms and equally as many "price" "alternate" terms and god knows what..
The verbiage hereunder however, which is from "The Offering" section of the 424B5 feb9 filing, may simplify it a bit for us.
https://preview.redd.it/00g6ys5hasoa1.png?width=1602&format=png&auto=webp&s=d95e8e98d8a6c28badc35a26ab57a3db8cbb227d
"The offering section offers two options where the holder can either 1 - use the conversion price of 6.15 (just above the underlined part).Or 2 - use the Alternate Conversion Price. This is however immediately followed up by the company will give notice to holders of a triggering event, as a result of which the holder then can convert with the Alternate Conversion Price.
Actually looks like there isn't a whole lot of wiggle room there to me. Only 6.15 buddy!... unless triggering event...
So that is good news, and also makes the calculation very straight forward. Both Pref Stocks and Pref Warrants can only turn to actual common shares if the holder convert at $6.15 (unless we've been in triggering event which I'm not aware of).This also could speak for the no dilution I'd say.
Issuable from all pref warrants = 38,512,195 - (23,685 PFs * $10.000 stated value / $6.15)
Issuable from all pref stocks = 136,936,585 - (84,216 PWs * $10.000 stated value / $6.15)
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(The 424B5 where the above pic was taken from is the official prospectus of this offering btw, and hasn't been amended for over a month - up until just recently when they lowered the price failure conditions on March 14th. That's the doc that should be trusted if shown conflicting details from different filings imo, where as an 8-K for example is only an announcement filing and can't amend a material definitive agreement or anything of the sort. The SEC also mandates companies to file a new 424B5 immediately btw, if they were to discover the old 424B5 were incomplete or just incorrect. SEC actually even mandates companies to "clarify" such prospectus if it is misleading etc. (see pic below. We would absolutely have seen a new 424B5 within the last month and a half, if this was incorrect. Latest 424B5 should be trustet imo.)
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https://preview.redd.it/vf355p54ksoa1.png?width=1302&format=png&auto=webp&s=25b7ffcf93855028ac602e2be80e6e3c567ed836
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Alright next topic.

Issuable from Common Warrants

This one is a little trickier.. if you read my last post, you'd also notice that I actually left the calculation efforts all together, even tho the post also proved beyond any doubt that also the common warrants was only obtainable as granted thru buying pref stock. Could NOT be bought in any way what so ever.
I'm starting to think that the reason I just can't get the CW conditions to add up to the 95M the offering stated, is that there wasn't issued 95M Common Warrants after all. If you remember, the first time we heard about this offering the conversion rate was actually specified to be at something like 2.37 or something like that. I seem to remember that also common warrants were stated at like 98 or 99M or something, but not sure. I think this might be because some of the instrument amounts was set due to earlier price level when it first was constructed, and then the price started to go up which changed the conversion price for all instruments - perhaps also the amount of warrants issued in connection with this deal, since the amount of CWs are set from a percentage of what could be issued on full conversion of the Pref Stock and Warrants bought from such holder. Naturally Conversion Price increasing to 6.15 also lowers how many commons can be issued from pref stocks and pref warrants, so that might be why the full common warrants have not been issued.– I could also just be completely wrong and just suck at math, but I honestly don't even wanna go look. I just wanna get this post out tonight and get some sleep. And besides, one of you angry toenail-biting b4stards can always swing by and prove me wrong right :).
In either case, it seems impossible to me to get to 95M common warrants from the CW conditions provided by the offering filing.
The conditions to amount of CWs issued to pref stock buyers is as follows:
https://preview.redd.it/6v7k68k9qsoa1.jpg?width=2108&format=pjpg&auto=webp&s=2cea315af4b558d101aa6db1bd7e7b48b9ed652a
The SUM of: (meaning both - not the higher of )
**i) 10% of bought pref stock + pref warrants:**So we take the both the pref stocks and pref warrants (23,685 + 84,216 = 107,901) and multiply by stated value of 10,000 (= 1,079,010,000) and divide that by the conversion price of $6.15 (= 175,488,780), and finally we take 10% of that.
107,901*10,000/6.15*0.10 = 17,544,878 common shares.
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ii) 50% of (only) pref shares convertible at the Alternate Conversion option (no 9.99% limitation and such):
Alright this is where it get's interesting. If you follow the Alternate Conversion Price verbatim as they first suggest ("as defined below"), then you'll end up with too many common shares. The alternate conversion is simply the higher of either $0.7160 or the lowest VWAP of the 10 day prior period. (Common Warrants are of course just convertible 1:1 to Common Shares btw).
The lowest VWAP of the prior 10 day period would be Jan 27th, with a VWAP of round $2.59 on different candle charts, or actually lower with $2.55 if you took the daily candle to get the weighted average of the entire day from 9:30 to 4:00 New York time – this to not use dips within the day and just get the weighted average of the entire day (this depends on how you read it, I'm not sure tbh. I found precedence for both). Even if you added a dollar and calculated with $3.59, you'd still get too many shares..
The interesting part tho is the verbiage used here 👀 👀 👀
https://preview.redd.it/uzvl1e3kvsoa1.jpg?width=1833&format=pjpg&auto=webp&s=88102b2b472352a4b7585f566ab7a7b1edaf6643
As measured on the day we priced this god damn cluster=uck of an offering... Hmm but that was on feb 6th when we got the first 424B5 which wasn't completely filled out and all of that...Remember I mentioned that when we first heard about this offering we saw some s#itty conversion price of 2.2728 or whatever it was? Far from $6.15 that's for sure.
This verbiage here... "measured as of the date of pricing of this document"...Could they mean taking 92% of the VWAP on the day that the pricing of this offering got fixed??
The very next morning an hour before market open (I know cause I got the email notification), BBBY "Announces Pricing of the Offering of Series A.....". So did they close the conditions and pricing terms late Feb 6th? The price was also set at $6.15, not 2.whatever. Surely because of the noticable spike on the 6th.
https://preview.redd.it/4xzhw88d4toa1.jpg?width=1709&format=pjpg&auto=webp&s=8c23c71549f3678d65f7f8b9e34f731cdc4b7865
So was condition (ii) (which is specifying the number of common warrants issued under the Alternate Price), really determined on the the VWAP of Feb 6th if the pricing of the offering was locking in on that date???
I found the historical VWAP for Feb 6th entire trading day (9:30 - 16:00) from Market Chameleon (thanks to a buddy who tracks and updates his own spreadsheets with all this stuff).The full trading session VWAP of Feb 6th $4.96.
That's the number we're going with fellas.. That's what's gonna make this confusing ordeal add up.
So we take 92% of the $4.96 VWAP of feb 6th, giving us an Alternate Conversion for this specific CW determination of $4.5632.
And now we do the conversion of pref shares bought * stated value / conversion price
23,685 * 10,000 / 4.5632, and then 50% of that = 25,952,183
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Adding condition (1) and (2) together, we get:
Issuable from all common warrants = 43,497,061 – (17,544,878 + 25,952,183)
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With this figure we're actually starting to get pretty close. About 336 million and some change with TSO of 117.3M outstanding as the figure I think most of us are referencing pretty much daily. But I remembered that I saw an outstanding of 116.something at one point which stroke me as odd since it had gone back from the 117.3M we've seen many times. So I went to the filings again in case I stroke some luck and that somehow actually was the latest TSO we've been given.
I didn't have to look for very long. The first filing i gave a shot was the 424B5 from Feb 6th (just before the closing of this filing), and there we actually see the outstanding somehow was 116.xx
424B5 feb 6th
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This should cover all the figures of the first image in the top, getting us to 335,783,783 Outstanding (or just 379K off the mark).
I'm pretty satisfied with that. Has to be said that there was quite a fair amount of "bias search" to get here. I honestly have no idea if there could be anything to the madness I just jabbed down.But I do believe that the pref warrants are not convertible at any price below $6.15 (just as we already have accepted for the Common Warrants) , unless there is a "Triggering Event". Which should suggest that there hasn't been any dilution (or at least not that much depending if there was a triggering event active going into this agreement. But I would find that a bit odd.)
I also wanna note that I really think it's impossible to get to 95M common warrants from the conditions we get in the offering, until I see someone do some real number black magic cause vwap just wasn't low enough to get to 95M.
These two things actually could suggest there might be something to this after all... Also would explains how the fudge the CTB can keep hovering in the 100%+ range a long time after runs and volume spikes, after cycle is long over and even a nothingburger of an opex cycle. Should be impossible keeping a 100%+ borrow rate here. And not to mention the FTDs touching 9 million (4 times higher than worst high in the crazy phase from pre-august thru out the year... Odd odd odd doncha think?
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Anyway. That was all from me. Really just came here to see if I couldn't jack you poor schmucks a little bit. Angry mobs have feelings too you know ❤️🫂...
See ya ✌️
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TLDR:

Idfk... nfa

https://preview.redd.it/7b8jyseu3ooa1.png?width=645&format=png&auto=webp&s=22503906a753de4b0b5d636c5d92d3b66d97d236
In a world where lemurs rule the lush forests of Madagascar, a dark threat looms over the peaceful island. A notorious gang of animal smugglers known as the "Wildlife Syndicate" has set its sights on capturing the rarest and most exotic creatures on the island to sell on the black market.
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But just when it seems like they have the upper hand, the team is betrayed by one of their own, a double agent working for the syndicate. With the odds stacked against them, Alex and his team must pull off the ultimate Mission: Impossible and take down the Wildlife Syndicate once and for all.
In a heart-pounding finale, the team faces off against Camo and his army of animal traffickers in a thrilling showdown. Through sheer determination and teamwork, they emerge victorious, saving the fossa and putting an end to the Wildlife Syndicate's reign of terror.
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