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BOXD: Something is going on here!!!!
BOXD: At this writing, now up A.F. to only 17% green; & can't find ANYTHING substantive about it, other than the following latest news about INVESTIGATED, BANKRUPTCY, etc.; all of which YOU surely are already cognizant. I, myself, was NOT aware that BOXD had soared to circa 80% UP A.F. (STRANGE!!)
https://www.businesswire.com/news/home/20230322005507/en/BOXED-ALERT-Bragar-Eagel-Squire-P.C.-is-Investigating-Boxed-Inc.-on-Behalf-of-Boxed-Stockholders-and-Encourages-Investors-to-Contact-the-Firm
Up 83% after hours! What gives?
Volume is skyrocketing. Seems like something really big is going to happen here.
BOXD: It is NOT a real universe in which we reside!! GET SUED/INVESTIGATED, & to dah MOON!!!
What Boxed could do is sell the retail biz and franchise out the fulfillment centers. So it would be like a Spresso Fulfillment Solutions, or whatever.
First off, you ditch the retail biz by selling the customer accounts, prepaid expenses, inventories, and brand, and whatever else for whatever price you can get, perhaps reasonably somewhere between $35million and $85 million. Maybe include in the list of assets some of the presently listed current or long-term liabilities... as a lien or a warrant... on the profits of the "fulfilment center biz." As an analogy, Microsoft is doing something similar with OpenAI. According to Fortune Magazine, MSFT gets a %age of OpenAI's profits up to a certain point until MSFT gets paid back. (Jeremy Kahn. "ChatGPT Creates A.I. Frenzy." Fortune. Feb/March 2023.) The remaining assets stay with Boxed, Inc.
The remaining assets include two main equity devices: 1.) the presently traded commons and warrants, and 2.) the franchised fulfillment center biz. The royalties from the "franchise biz" would go into a partnership which pays distributions to a LLC. The LLC would be owned by current creditors AND Boxed Inc and used as a device to repay debts presently listed on Boxed Inc's balance sheet and not disposed of in aforementioned hypothetical sale of the retail biz. The LLC would pay dividends to the current creditors and Boxed Inc. After the debt is paid, the LLC could be sold to a separate entity such as a holding company formed by Boxed, Inc. Boxed Inc could issue preferred stock to present creditors in lieu of the creditors' stakes in the aforementioned, hypothetical LLC. The newly formed "HoldCo" would issue divs or distributions to Boxed, Inc. Boxed Inc. would hold all the rights to the R&D and distribution of its Spresso technology. Therefore Boxed Inc could use cash from both the distributions from HoldCo and from sales of Spresso. The presently traded commons and warrants would still effect ownership in this hypothetical Boxed, Inc.
Furthermore, as a condition of the sale of the retail biz, the buyer would be required to purchase a subscription to the Spresso software. Additionally, the buyer of the retail biz could also receive shares in the LLC and future preferred stock.
The fulfillment center biz actually benefits society by streamlining supply chain activities. It fills a need in the "supply chain" in relation to labor shortages. Purely speculative reasoning opines that all the firms who use Shopify at present pay a GRIP in backend supply chain costs. A fulfillment center franchisee could easily get that Shopify biz in addition to big box store biz like sporting goods, housewares, electronics, and drop-shippers, aerospace, publishers, whatever.
Boxed CEO, Mr. Huang, has said that fulfillment centers cost him ~$1.5 million to build. If Huang went halves on that cost with each franchisee, consider the payoff. Huang has also noted that the fulfillment center is operational in three months at Boxed's present scale. The time cost would likely decrease. How long does it take to for a Subway restaurant to become cash flow positive? Obviously a fulfillment center is larger than a fas station or strip mall, however REITs exist presently that own available "build to suit" properties which could effectively, to suit the analogy to Subway, serve Boxed the way a strip mall or a gas station serves Subway. The opportunity is very large.
21.03.23
Looks that way :-/
btw i do appreciate all the time and effort you put into your post
plenty of info to digest
Thanks
LOL. True. Too funny, man. Thank-you.
lol you had a lot to say for not having anything to say
As if I know anything to answer your question.
Based on my understanding, if a company is seeking a stalking horse bidder, then the company is financially distressed.
The lendor in this scenario owns debt in two other companies who went bust in the 4th quarter last year, i.e. November-December 2022. Maybe Boxed has further leverage to negotiate.
I feel both sad and envious for the CEO having to fire all those people: variegated emotional imagery crossing closed eyes at night before drifting off to sleep, riding rises to their depths, the sound of a machine's cliche... cliche... cliche. The emotions he must have experienced these past weeks. Maybe like Brutus in Julius Caesar, or that scene in The Godfather when Michael takes that guy's life in the Italian Restaurant. And then you have all the knaves on StockTwits... gamblers, griping because they've lost money betting the direction of the price movement of a penny stock!. And why did the CEO --likely an overeducated liberal artist from the suburbs-- take the firm public? He got involved with loan sharks on the entry and the exit, and now he's paying the price.
Think about this. The CEO is from New Jersey. New Jersey's public employee pension fund has been in shambles for at least a decade. And what does NJ do? They hire private equity funds to invest what is effectively the endowment of New Jersey's civil service. And what do the private equity firms do? They leverage the money from the pension fund and buy debt in firms like Boxed, Inc... which went public via a SPAC.
SPACS are and/or were like a metaform of private equity firms, but SPACs don't or didn't buy the debt.
SPACS most certainly have borrowed money. SPACs, however, instead leverage up money funded from idiot investors to buy a firm -- like Boxed-- then sell the firm on the public market while simultaneously loading the firm with effectively the same debt which the SPAC had borrowed and further levered once the SPAC manager had gotten enough idiots to commit monies pre-listing. The "idiot investors' in this case, PIPE investors for instance, haved provided the down payment that the SPAC initiators needed to both buy the fledgling firm and list it on a public exchange. Once listed the SPAC initiators have thereby relieved themselves of the liabilities from their original borrowings to effect the SPAC, having had loaded up the fledgling company with the levered principle. This is perhaps the primary reason why Boxed is in so much debt.
In any case, the lenders hold the debt on their balance sheets. Enter SVB, First Republic, Signature, the FDIC, and all the other players... Nelson Peltz for crying out loud. The debt is worthless, or junk at best. The FDIC does not cover the losses in excess of $250K at the banks who have underwritten loans from these creditors. First Republic has appx $30 billion in aggregate that is not insured by the FDIC. I wonder how much of that has been used by middle market lenders and SPACs as collateral to fund companies like Boxed, the investments of which are considered assets btw on the balance sheets of PE firms. How much of those assets are marketable at the same value when the SPACS first went public; its basically goodwill at this point.
On a moral level, not that I am morally righteous given that Christ died on the cross for everyone. (And, yes, Kanye, for Hitler, too, no matter what anyone says. Because Christ came for the sinners, as Jesus says in Gospel of Luke: "I came not to call the righteous but sinners to repentance." However, did Hitler repent? My hunch is that he likely did not.) My point is, Boxed was the epitome of ESG investing, and Larry Fink is like the Greta Thunberg of Pensions & Investments. Talk about hypocrisy.
Blackrock owns the PE firm which owns the lien on Boxed. The same PE firm had at least two debtors go bust in the fourth quarter of 2022.
My overall hunch is that one of the firms in Blackrock's cadre of capital firms will work with the lender as a buyer in order to sell the assets to benefit the creditor. So it would be like either the lender plays stalking horse and an auction commences, or there's an end buyer who sells the assets in order to pay back the debtor... all of which obviates bankruptcy.
But I don't know the answer to your question about DCB.
20.03.23
is this a DCB or is there positive news to support a 50-100% gain?
Not sure what will happen after reading through all the filings..What I do know is AEON will obviously be involved with a buyout of BOXD. They already work with them on several different ventures in some Asian countries. I do not think they go bankrupt. The filing said bankruptcy was a possibility. So it's definitely a possibility..I'm just giving my opinion..Good luck everyone..
And ~20 cents would be excluding the remaining liabilities. So, commons are totally going to be wiped out likely... UNLESS said buyer aims only to relieve Boxed of Second Lien so that Boxed can continue running shop. Keep in mind, hwvr, that Boxed just laid off ~35 employees; and, key managers are only being paid a third of their salaries through June. Boxed better have some dang good robotics... And additionally, BJ's Wholesale just signed a contract with a robotics firm in California.
... "AT LEAST," i.e.: to get out of the lien. Commons would be worthless in this case. If it were a $100 million bid, assuming a buyout, commons would be worth 20 cents.
It looks like Boxed management created a "Triggering Event" as per the "Second Lien Agreement," dated 20Jan23 (SLAJan) The triggering event was the LOI, such that the LOI implied an accelerated repayment. If my view is correct, the LOI thus falls under the requirements of SLAJan in relation to an "LOI" and thereby must meet certain standards. As is now known, the LOI did not meet the lenders standards.
As far as the stalking horse, the lender can actually serve as the stalking horse. The lender may also, I believe, sell the debt to an interested buyer who assumes the role of stalking horse. The debt is thus payable from the monies due the lender.
Additionally, the SLAJan --in the event of a Triggering Event-- requires the debtor to pay what is called a Return Premium AND a Return Premium Fee. In other words, any suitor who wants to make a bid on Boxed, Inc, would conceivably need to pay the debtor -- likely via the Administrative Agent-- the following: ({the original $43.5 million) + {the Return Premium = [($43.5 million X 0.5) - (interest paid + premium paid + some other shit of about $4 million)]} + (Return Premium Fee). So you're talking maybe like ~$80 million in aggregate AT LEAST.
Source: (https://content.edgar-online.com/ExternalLink/EDGAR/0001828672-23-000003.html?hash=232ea8c0c0599eb0c0d767e70b97ff143d1b445a0c14d914e2d72143cf27d921&dest=a101secondliencreditagreem_htm#A101SECONDLIENCREDITAGREEM_HTM_i6afa7de1295f4d75811e7191cb036a89_7)
Absolutely. It’s an all or nothing trade. Risk = 100%. Reward = unknown (but potentially huge).
This would be trading very differently if a buyout was a certainty. But like yesterday when I wasn’t seeing anybody buying this deal, today we saw good volume, iotw lots of buying. The 2 recent up days had great volume. All the down days in between had low volume.
My thinking is that, if Aeon is in for $110, and interested in acquiring/controlling Boxed, (business or IP) they can easily pony up $42 to get rid of BR, then it’s only a matter of making an acceptable offer with acceptable terms. At that point, the $42 is only a 10% premium to the $400 offer that was turned down. So Boxed should see the 400 as a lifeline and Aeon still sees the total package. But again, with no info, we can only guess.
I'm not 100% that a "buyout" will occur. And, FYI, the "Blackrock" involved is not the Blackrock the of ETF world that everybody thinks about. This Boxed deal is small change to the ETF machine. The Blackrock (BR) involved is one of BR's private equity firms that lends to middle market firms. The thing that I think about is that the lender in this case gets Boxed's assets if Boxed defaults... which would indicate bankruptcy.
During the bankruptcy negotiations, the lender and parent company (Seven Oaks/ Boxed, Inc) -- including investors like Aeon-- COULD renegotiate ownership, just like any other refinancing, during which time Boxed would be considered either debtor-in-possession or a "Going Concern." Maybe you already know all of this, and maybe I am totally wrong on this. The business would continue, but the shares would likely be delisted. The lender would divvy up what the lender wants. The remaining assets would go into a "special finance vehicle," of which MAYBE present shareholders would get a piece of AFTER fees and judgements are paid and who knows what else. The new share structure would likely give the present lender of the Second Lien Agreement a senior tranche of new debt, and the junior tranche would be sold to Aeon or a corporate venture fund like Amex Ventures or whomever.
The point I'm trying to make is that present common shareholders may get wiped out because the debtor is in possession of Boxed's assets, INCLUDING its stock. But, as I've been saying, I have no clue what will happen.
I do, however, believe that the business will continue to run in some way... Either the Saas business gets sold or a foreign retailer gets Boxed's US CPG biz, or the present lender gets to keep everything and make money and grow Boxed's biz... as these middle market PE firms tend to do from time to time. :) Some of them actually hang on to the business for a while, leaving the biz indebted and reaping the cash for distributions to the PE's present shareholder base... which is likely one of the reasons BR has this type of PE business, given that the ETF Blackrock can sell dividend capture funds which hold a variety of these middle market PE firms who pay a giant dividend each quarter.
I think of Carl Icahn's analogy of Larry Fink leading a caravan of wagons piloted by Janet Yellen and Fed Res bosses, and Fink is leading them to a cliff at full speed.
10March23
I think BOXD definitely has something of value and they have demonstrable proof of it in the field. If they are being courted by the likes of KR & AMZN then their SaaS is certainly really something. We’ve seen FedEx and Pepsi in the playground too. That is no petty feat.
Their relationship with Aeon is worth way more than the face value of $110M. That is what drew me here in the first place. Then they have an host of other forward moving relationships, as we’ve both noted. And their shares are held, recently even, by some pretty hot institutions.
BlackRock seems to be the wildcard pain in the ass here. But we know so little. They could have unmet contingencies, or be hatching an evil plot …or they could just be dotting the i’s. Trying to fathom what’s holding back a deal like this makes my head spin almost as much as trying to value it.
And I don’t see anybody out there buying all these shares at ..35-.40, so I really start to wonder. If it’s a 10 bagger from here, why is it being left alone? Heck, if it’s +50% in under two weeks - who would walk away from that? I know, I know, the risk of the unknown.
It’s not like the news will come and it’ll just start running. If the news hits, the stock will have a new price and that’s that.
Ps: I have caught Bloomberg stating false info on more than three occasions, and I consider their writers and producers to be the same idiotry as the YahooFinance Message Board, i.e.: very low in quality. They may as well be producing pornography.
I have no idea. I was trying to divvy up the shares in my head earlier today, and I thought more about Aeon's portion. Aeon has $110 million dollar stake before Blackrock. I think Blackrock values the equity of the business at $1billion. Blackrock's underwriters say that Boxed's assets are worth $42 million. Today the shares hit ~$25million.
The SaaS deal with Aeon is a $20 million note alone, and I'm not sure what the ColaVita deal is worth nor the VTEX deal. That $20 million, a healthy portion, is due to both Palantir and Google over the next few years. Boxed is obviously more of a "supply-chain" technology stock than it is a retail stock. They say that they can build fulfillment centers for $1 million (don't quote me on the one million, cause I need to double-check) and start producing within 45 days. Spresso reminds me of Shopify or Washington Post's Arc Publishing. And Boxed needed to run trials with its own CPG biz in order to refine Spresso-- the purchase and subsequent development, thereby, having come from necessity: a beauatiful expression of evolution.
Spresso likely displaces the need for a respectable fraction of conveyors and track systems recently installed and up for renewal. I think about the effect Boxed is going to have on Siemens logistics biz, bc Siemens builds out software and hardware for those "rollers" on production lines that look like conveyer belts. Siemens is WAY behind on this front.
My point is that I can def see value in Boxed's Spresso/ fulfillment center biz; and I think that this is what interests suitors.
Can the deal get done? No clue. IMO, these Seven Oaks folks are the same types of people as the class action law firms who get hired as a way to drive down stock prices... or maybe esquires out there who partner to buy up junior tranches of junk consumer debt and pose as reputable attorneys.
I can't see Aeon buying in only to flip their share on the public market.
What I can see is that the real deal is likely being made by Blackrock and Aeon. I see Aeon owing at present ~20%, Blackrock 20%, and D&O owning %10. So it is very easy for me to see Aeon aiming for 51% control... or... a buyout of the remaining 50%. Keep in mind, I have no idea how much each party owns in this.
So I don't know. This is so much more fun than getting blindsided. Within ~10 days, Blackrock is in poss or a deal has been reached. As I said in an earlier post: Shylock, Merchant of Venice. I seriously thought that Shylock had won until he didn't.
My hunch is that a deal gets done bc Aeon doesn't want to lose the $110 already invested, which is what would likely happen if Blackrock takes possession of Boxed's assets. Blackrock is in a great position. But, then again, maybe they're not. Maybe any "deal" by Boxed and a suitor minimizes Blackrock's stake, and Blackrock has no option but to sell to the highest bidder. What do you think?
They already turned down $400 M (according to Bloomberg and Tech Crunch). Can they really get twice that for it? Within a week or so? We are certainly left to wonder if they’ll even get $35M for it.
Today is tonight on the east coast of America, and the clock reads 20:45...
This BOXD story is a fun mystery for me... I look at the Blackrock deal, and then I also look at the 2021 10-K... "Risk Factors" and some other stuff... Trying to figure this mess out. Speculation perhaps. Who is holding which cards. The company is presently trading for its stated annual cash burn minus two months of cash used plus the five million in its restricted account. Funny how the $42 million from the credit facility amendment comes to $42 million, which is the stated annual cash burn plus $5 million.
I wish I would have checked before today the number of job openings presented by Boxed, because today I saw no openings. Either the company is done and not hiring or they have decided not to ire bc of being acquired. Growing businesses tend to hire.
Does Boxed still owe Palantir and Google for services presently being used?
Boxed management and directors own ~10% of shares. My bet is that Boxed corporate has burned through the IPO money of ~$72 million. Then you have Aeon's $110 million stake and Blackrock's ~$240 million stake at Blackrock's warrants implying $3 per share...
This is a bit "stream of consciousness" bc of John Digweed's recent Las Palapas set slithering in the background if my garage apartment. Be it known, I teach English and travel on a shoestring and spend of time reading SEC reports. It's similar to getting high and dancing in a foreign country with young succulents.
(Larry Fink reminds me of Shylock from Merchant of Venice.)
So I'm walking around today on a walk, my daily walk, one of them, and I'm trying to see why these BOXD shares are trading so low. The firm is trading as if it's going out of business. So I think, okay, 1.) Is Boxed Inc going out of business; and, 2.) what would be a reasonable price if I lived in Battery Park? The answers are, 1.) I don't know, but I bet that Boxed is a true business with real cash flows; and, 2.) Debt plus (Revs as a function of Growth in Op Income over the next five years.) = FMV.
Again, I remark: a private thought (Larry Fink is the spitting image of Shylock... and they cast Pacino!)
So here is how I see this Blackrock thing... If Boxed defaults, Blackrock gets "substantially all of the company's assets." (8-K) Simultaneously, Blackrock gets ~20% of the biz if Boxed wins... all related to $42 million. An extra $10 million goes to Boxed management if they achieve certain targets in relation to a sale.
My hunch is that Boxed is being bought by a non-US firm, and so the wording and the details of the contract were not acceptable to Blackrock, so Blackrock says, "No. Tell those supplicants that we are America's largest pension financier. Contracts matter!"
Seriously, just talking crap. Trying to read hands. I think that it'll go for $800 million, which is basically a double for all the shareholders. $72 million held by directors, $110 million by Aeon, and $240 million by Blackrock. $389 million is cash on hand, total liabs and projected 2022 revs. The firm is trading at ~$35 million right now.
Still looking sweet. and on a brutal day for NYSE stocks. I think this just might be bought out?
The ole squeeze play
seems like bit of a squeeze here.
No just an update from them
I see now where it was said that company made an announcement on Jan 3rd which was probably said in the live interview and then there is this release on Jan 5th shedding light that a buyout might happen:
Boxed, Inc. Announces Exploration of Strategic Alternatives
January 05 2023 - 06:50AM
GlobeNewswire Inc.
Alert
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Boxed, Inc. (NYSE: BOXD, BOXD WS) (“Boxed” or the “Company”), the commerce technology company specializing as both an e-commerce retailer and e-commerce enabler, today announced that its Board of Directors (the “Board”), with the support of management and financial and legal advisors, has launched a process to explore strategic alternatives, including, among other alternatives, a possible sale of the Company. In addition, the Company is, in parallel, actively exploring capital raising initiatives, and is targeting the announcement of additional funding within the next 45 days.
The Board has retained Cowen and Solomon Partners Securities, LLC as its financial advisors and Freshfields Bruckhaus Deringer (US) LLP as its legal advisor to assist with the strategic alternatives process.
There can be no assurance that any offers will be made or accepted, that any agreement will be executed, or that any transaction will be consummated, in connection with the strategic alternatives or capital raising processes. Boxed does not intend to make further announcements about the strategic alternatives or capital raising processes unless and until the Board has approved a specific transaction or otherwise determines that further disclosure is appropriate or necessary.
Any other articles besides seeking alpha?
Boxed Inc. (NYSE:BOXD) has talked to two potential suitors about a purchase of the company
BOXD: Who the heck needs silly "DDAmanda", nor "Scanz", nor other hokey kids toys --- when all anybody has to do to make nice bucks in the Markets is simply FOLLOW iHub's very own, Lord Emperor S-L, The Magnificent!!!
I never really seen anything about that...what two companies are you referring about?
BOXD: E-Turd has it 24+% upwards, as we speak (THANKS!!). (Heck, getting SUED and/or INVESTIGATED invariably sends anybody's stock soaring.)
2 different companies are in talks to buy this out
BOXD........................https://stockcharts.com/h-sc/ui?s=BOXD&p=W&b=5&g=0&id=p86431144783
No problem. I'm anticipating an eventual pop above $1.00. Maybe more.
BOXD: Hey, THANKS for those notes!
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