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If you go to the SEC website, you will find a search feature.  If you use the search feature, you get an "Edgar Search Result."  Edgar is a private service.  I didn't know this when I started this diary, but Bain owns part of Edgar!  My question becomes more relevant.

 In January, 2010 Bain Capital Invests $12 Million in the SEC Edgar Online service.

Bain Capital will receive convertible preferred in Edgar Online.  It will also name two representatives ..... to Edgar's Online board.
Can any governing body assure the public that no information is being scrubbed?  Or that the available information is sound and complete?

Maybe Bain's insiders at Edgar can help explain the following oddities.

Somehow, I found the original language for the KB Toy takeover by Mitt's Bain in December, 2000.  Actually, the agreements states that the Bain affiliate, KB Acquisition Corp., bought KB Toys (hereinafter referred to as "THE DEAL").

None of the Entities named in THE DEAL pop up when searching the SEC Edgar Website.  How can this be?

For example THE DEAL paragraph mentions "Bain Capital, Inc."  

Edgar does not find Bain Capital Inc. on the list of over seventy Bain entities if you search for just "Bain"  How can this be?

Oddly, an SEC Edgar website Company Filings search for "Bain Capital, Inc." results in  KBSH CAPITAL MANAGMENT INC.  Huh?  What's the relationship, if any, between Bain Capital, Inc. and KBSH Capital Management, Inc.?  What is Edgar thinking?

Very perplexing.

And only two SEC Documents pop up after searching for "Bain Capital, Inc."

Is it possible to scrub Edgar?  If so, is it legal?

I find it odd that "Bain Capital, Inc." is so illusive on the SEC Edgar website.

BACK TO THE K B TOY STORE DEAL

Quoting THE DEAL - "On December 7, 2000..  "At the closing, Consolidated sold all of the shares HCC to KB Acquisition Corp., an affiliate of Bain Capital, Inc."

Search the SEC website and you will no hits for KB Acquisition Corp. or K B Acquisition Corp.  How can this be?

Below is the language from the 10-Q Sec Filing for CONSOLIDATED STORES CORPORATION's sale of KB Toy to Bain.

The language of THE DEAL is so unclear, it's really difficult to discern who actually owns what, when, and how.

EXPERT EYES NEEDED TO DETERMINE:

Is it possible the SEC EDGAR colludes with Bain based on reviewing THE DEAL?

Again, none of the company names in the agreement below are found when searching the SEC Edgar website including CONSOLIDATED STORES CORPORATION!  Below I resort to Google Search and have some luck.

Names of the entities named in THE DEAL Language  FORM 10-Q, CONSOLIDATED STORES CORPORATION From the SEC Website:

Consolidated Stores Corporation, an Ohio corporation and a subsidiary of the Company ("CSC (Ohio)")
K.B. Consolidated, Inc., a subsidiary of CSC (Ohio)
Havens Corners Corporation ("HCC")  
K*B Toy business.
KB Acquisition Corp., an affiliate of Bain Capital, Inc.
K.B. Holdings, Inc., the parent of K B Acquisition Corp. (What? How can KB Acquisition be both an affiliate of Bain Capital Inc. and the "child" of K.B. Holdings, Inc.?)
K*B Toy Division

QUESTION?  Why would none of these entities be listed on the SEC Edgar record, when they all participated in a big DEAL?

Google is our friend!  What did I find on Google?

I found that Consolidated Stores Corporation changed its name to BIG LOTS, INC.

K.B. Holdings, Inc. went out of business on November 9, 2009

But I wanted to see THE DEAL 8-K form, which is used to register a stock transaction with the SEC.  No luck.

So I searched for:  sec "kb acquisition corp." 2000

There were 42,100,000 results.  The third Google "hit" was "form8k.htm - SEC"

With great anticipation I clicked on the link.  Darn!  Not the December, 2000 sale; however, some insights were found:

FORM 8-K

BIG LOTS, INC.
December 11, 2008

We sold the KB Toys business to KB Acquisition Corp. (“KBAC”), an affiliate of Bain Capital, pursuant to a Stock Purchase Agreement dated as of December 7, 2000.

On January 14, 2004, KBAC and certain affiliated entities (collectively,  “KB-I”) filed for bankruptcy protection pursuant to Chapter 11 of title 11 of the United States Code.

KBAC does not pop up when searching the SEC Edgar website either, although a Google search does provide a link to the December, 2000 sales agreement.

I did find the  Stock Purchase Agreement, dated December 7, 2000 between KB Acquisition Corp. ("Buyer") and Consolidated Stores Corporation ("Seller")  

I then found that on JUNE 25, 2008 KB Acquisition Corp. is a wholly owned subsidiary of Bristol-Mayers Squibb Company.

Can there be two KB Acquisition Corps?  

What the?

Brisol-Mayers Squibb?  Wait a minute.  When researching THE DEAL, I remember reading a connection to Melville Corporation.

When the company acquired KB Toys from Melville Corporation, now known as CVS, in May 1996, the company provided an indemnification to CVS covering, among other things, losses arising from continuing guarantee of KB store leases.

So, how did KB Acquisitions transist from being an affiliate of Bain Capital, Inc. to being a wholly owned subsidiary of Bristol-Meyers Squibb?

So CVS and Bristol-Meyers Squibb somehow connect here?  Or not?

AGAIN, THE QUESTIONS ARE:

Can the SEC Edgar search engine collude and/or obfuscate or even hide DEAL details?

Why would a Google Search provide links for KB Acquisition, a subsidiary of BAIN Capital, but the SEC Edgar search engine won't?

What's really going on here?

Mitt Romney's Sankaty seems to be involved in the KB Toys deal, too.

Last, but not least Big Lot sues Bain

BIG LOTS STORES, INC.,

Plaintiff,

v.

BAIN CAPITAL FUND VII, LLC, a Delaware Limited Liability Company;  
BCIP Associates II, a Delaware General Partnership;  
BCIP Trust Associates II, a Delaware General Partnership;  
BCIP Associates II-B, a Delaware General Partnership;  
BCIP Trust Associates II-B, a Delaware General Partnership;  
Sankaty High Yield Partnership II, L.P., a Delaware Limited Partnership;
 Michael L. Glazer, individually;  
Robert J. Feldman, individually;  
Joshua Beckenstein, individually;
Matthew Levin, individually;  and
Robert White, individually,

Defendants.

C.A. No. 1081-N.  March 28, 2006

GOOD GRIEF!

Is confusion hiding sin?  

Is there any governing body that can unravel this or make sure that there are no laws being broken?

Lastly, I seem to have lost the ability to put up a Poll.  I want to ask you if you feel that this doesn't all add up either.

 

Originally posted to War on Error on Wed Jul 25, 2012 at 02:40 PM PDT.

Also republished by The Bain Files.

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Comment Preferences

  •  Tip Jar (13+ / 0-)

    It's difficult to be happy knowing so many suffer. We must unite.

    by War on Error on Wed Jul 25, 2012 at 02:40:58 PM PDT

  •  OK it's a mind twister (4+ / 0-)
    Recommended by:
    OleHippieChick, greenbird, DRo, kaliope

    I spent hours pouring over this stuff.

    Something just doesn't seem to add up.

    Help!!  Please  : )

    It's difficult to be happy knowing so many suffer. We must unite.

    by War on Error on Wed Jul 25, 2012 at 02:49:14 PM PDT

  •  I believe you're in error (12+ / 0-)

    EDGR is the entity owned by Bain. It's a commercial enterprise that uses data generated by the SEC's EDGAR and that helps firms prepare their SEC filings.

    EDGAR is an acronym for the Electronic Data Gathering, Analysis, and Retrieval system. It's accessible at sec.gov/edgar.shtml

    It's not the same as Bain's EDGR, which uses the name edgar-online.com.

    I think an analogy would be if a commercial map vendor wanted to sell US Geological Survey topographic maps, and they created a website called usgstopo-online.com.

    It's not the same as usgs.gov.

    •  First, I am asking questions. (3+ / 0-)
      Recommended by:
      greenbird, ExStr8, kaliope

      Thank you for your input here.

      I found two links

      The SEC Next-Generation EDGAR System
      http://www.sec.gov/...

      The SEC's new system requires data disclosure — the next step to improve how investors find and use information.
      And Edgar Online, Inc

      That said, how would you explain why none of the entities involved with the KB Toy deal show up on the SEC Edgar?

      I found an article regarding Bain's Edgar ties

      Mitt Romney, Bain Capital Insider Trading Scandal?

      It's difficult to be happy knowing so many suffer. We must unite.

      by War on Error on Wed Jul 25, 2012 at 03:22:22 PM PDT

      [ Parent ]

      •  Just so we're clear (9+ / 0-)

        SEC's EDGAR and edgar-online.com are not the same thing - agree?  My guess is Bain wanted to capitalize on the mind share of the term "edgar" as it relates to SEC filings when they selected that name.

        As far as "Bain Capital" not appearing on the SEC EDGAR data base, I suspect that has to do with the opaque and complex nature of subsidiaries and affiliate companies.  For example, "Bain Capital, LLC" a limited liability corporation that appears to be the umbrella under which most of the Bain entities operate, likely is privately held with no stock transactions in the LLC itself; hence no need to file SEC disclosures.  

        I know of a number of privately-held companies that don't file SEC disclosures, because they don't sell stock in the company and they therefore aren't required to go through the disclosure process.

        •  That's interesting (3+ / 0-)
          Recommended by:
          War on Error, ExStr8, kaliope

          I actually thought EDGAR was a private entity contracted to post all SEC filings online.

          I should have known better.

          •  EDGAR existed before filings were posted online (3+ / 0-)

            Originally you had to connect via modem directly to the SEC or submit your documents via CompuServe.  Once the documents were parsed and validated they were uploaded to Lexis Nexus who maintained (still maintain?) a searchable database for subscribers.  

            In 1997 they started work on uploading those same documents to a separate database so they could be made freely available on the Internet.  I was part of the white box testing of that process, but I left the project before it was fully implemented so I am not too sure how Bain's EDGR ties into it.  My guess is that they pay to get a copy of that same feed directly from the SEC, similar to what they had/have with Lexis Nexus.

            •  So it's possible that the Bain Edgar (1+ / 0-)
              Recommended by:
              kaliope

              is a copy of the SEC Edgar flowing from the SEC to Bain Edgar?

              Is it possible that Bain Edgar can communicate to SEC Edgar?

              In your opinion, of course.

              Thank you for helping here.

              It's difficult to be happy knowing so many suffer. We must unite.

              by War on Error on Wed Jul 25, 2012 at 05:53:52 PM PDT

              [ Parent ]

              •  Just posted about this below (3+ / 0-)

                Based on my experioence (which was admittedly relatively brief and was 15 years ago), all data flows from companies directly to the SEC who process the data and then onward to third parties like Bain.  I cannot recall offhand, but it is possible that the SEC filters the information it sends out (since there are some filings that are requried but are not intended to be made public - or at least not immediately).

                When I worked there, the specific issues were different but they were always very concerned about security and data integrity issues which makes me guess that the SEC is pushing the data out to Bain and making sure that Bain has no way to directly access the SEC system.

                •  Thank you so much. (1+ / 0-)
                  Recommended by:
                  MattR

                  So, the 3,000 odd new docs are being submitted by many, hopefully uber scrutinized by SEC Edgar.  Lot's of entities upload to SEC.

                  And, It looks like Mitt's Bain Edgar helps companies produce and the then upload to SEC Bain

                  Company Information

                  EDGAR Online, Inc. (EDGAR Online) is a provider of eXtensible Business Reporting Language (XBRL) filing services, data sets and analysis tools.

                  The Company also creates and distributes financial data and public filings for equities, mutual funds and a variety of other publicly-traded assets.

                  Its data products provide fundamental financial information along with the source documents and are created through the use of a software that automates much of the data extraction and calculation processes.

                  Its XBRL filing service uses parts of this data extraction and processing software along with personnel skilled in accounting, quality processes and additional tools to assist public companies in the creation of XBRL filings for submission to the Securities and Exchange Commission (SEC).

                  The Company's XBRL analysis tool is a software tool that assists users in analyzing both its own XBRL data sets and industry standard XBRL data files.

                  The SEC EDGAR says
                  Important Information About EDGAR

                  SEC EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system, performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission (SEC).

                  Its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.

                  Theres a lot more SEC Edgr info; however, BAIN EDGAR does upload to the SEC EDGAR.  

                  And Mitt Romney would want to own a piece of Edgar Inc because?  Checking Romney's Marriott record, I wouldn't trust his ilk within the moons distance near the SEC Edgar.

                  It's difficult to be happy knowing so many suffer. We must unite.

                  by War on Error on Thu Jul 26, 2012 at 08:11:23 AM PDT

                  [ Parent ]

                  •  Ah, right Bain does upload to EDGAR (2+ / 0-)
                    Recommended by:
                    War on Error, laserhaas

                    To submit filings that they create for other companies (for a fee of course), but I believe they do so in the same way as any individual company that files with the SEC (meaning that they don't have any special back door way to access the data or filter out filings - if they don't send something to the SEC, the SEC considers that document not filed)

        •  So this is Bain's EDGAR (4+ / 0-)

          http://www.edgr.com/

          I think there is a trademark issue here frankly.

        •  I get what you're saying. (2+ / 0-)
          Recommended by:
          greenbird, kaliope

          My companies didn't register w/SEC, duh!  I think most people understand this.

          However, Bain Capital, Inc. lives and breathes stocks/shares.  Stick with this.  How can BCI avoid being a big deal on the SEC?

          As of April 11, 2001

          Bain Capital, Inc., a Delaware corporation ("Bain Capital"), is the sole managing partner of the BCIP entities.

          Mr. W. Mitt Romney is the sole shareholder, sole director, Chief Executive Officer and President of BainCapital and thus is the controlling person of Bain Capital.

          Perhaps we need to go to each of the Bain entities being sued by Big Lots to find the KB Toy info.  Heaven only knows how Bain filed with the SEC.

          It's difficult to be happy knowing so many suffer. We must unite.

          by War on Error on Wed Jul 25, 2012 at 03:48:25 PM PDT

          [ Parent ]

  •  Nobody needs collusion (3+ / 0-)
    Recommended by:
    War on Error, DRo, kaliope

    The entities create a sufficient tangle of their own. They create and name a "business" solely to conduct a particular deal, and then that business disappears and the interests of the deal end up absorbed in a parent entity.

    However, did you try to Google KBSH Capital Mangement? That's a fun one, too.
    http://www.kbsh.ca/...
    The link for Knight Bain Mutual Funds gets you a 404 error. The link for "who we are" flips you over to some other company entirely.
    CI Institutional Asset Management (CIIAM) is a division of CI Investments Inc.,

    from a bright young conservative: “I’m watching my first GOP debate…and WE SOUND LIKE CRAZY PEOPLE!!!!”

    by Catte Nappe on Wed Jul 25, 2012 at 03:19:55 PM PDT

    •  Good grief. No, I have learned not to (3+ / 0-)
      Recommended by:
      Catte Nappe, greenbird, kaliope

      branch out too far when looking for something particular.

      Anything connected with Bain seems to be worse than a rabbit hole, it quickly becomes an entire, endless RABBIT WARREN!

      I'm sure it's designed to be that way.

      LOL

      That Bain Capital Inc. is practically non-existent on the SEC site is nothing short of odd, imo.

      It's difficult to be happy knowing so many suffer. We must unite.

      by War on Error on Wed Jul 25, 2012 at 03:25:19 PM PDT

      [ Parent ]

      •  My guess is there's much to mine exploring (2+ / 0-)
        Recommended by:
        kaliope, War on Error

        the tangled webs of relationships between Romney, Bain, BCCI (Iran-Countra), Carlylse Group, KKR, FCR, Clear Channel, SAIC, Halliburton, Blackstone....and the ties go back decades.

        When life gives you wingnuts, make wingnut butter!

        by antirove on Wed Jul 25, 2012 at 11:27:27 PM PDT

        [ Parent ]

  •  No (2+ / 0-)
    Recommended by:
    War on Error, kaliope

    I'm not sure what the issue is, but I am pretty confident that EDGAR is not playing around with their database.

    They'd lose their business if they did.

    •  Here's a possibility (1+ / 0-)
      Recommended by:
      kaliope

      Bain's Edgar automatically uploads to the SEC Edgar (they really shouldn't be named the same).  3,000 items a day on average.

      Two of Mitt's Bain guys are now on the Board of Bain's Edgar, and pretty much fund it.

      All the people working for Mitt's Bain need their paychecks.

      I have done a lot of SEC research lately.  

      Is there a possibility the Bain Edgar program auto-uploading to the SEC Edgar can scrub?

      Is there anyone outside of those up close and personal with all this that can understand the digital relationship of the two?

      In your opinion

      It's difficult to be happy knowing so many suffer. We must unite.

      by War on Error on Wed Jul 25, 2012 at 04:05:56 PM PDT

      [ Parent ]

      •  Pretty sure you have the direction backwards (3+ / 0-)

        The data originally comes directly into the SEC's EDGAR system.  I don't know for sure how the Bain database is populated but the flow will be entirely from the SEC to Bain.  There is almost zero chance that the Bain EDGR could influence the data that is in the SEC system.  

        (For disclosure purposes, I am basing this on my knowledge of how EDGAR operated when I worked for the company who developed and maintained the system for the SEC.   My employment was 1996/1997 and I know the company had contracts with the SEC thru 2001, but I honestly have no idea who is running the thing now)

        •  From above, BAin Edgar does Upload to SEC Edgar (0+ / 0-)

          EDGAR Online Inc. EDGR: Nasdaq; Financials/Investment Services

          Its XBRL filing service uses parts of this data extraction and processing software along with personnel skilled in accounting, quality processes and additional tools to assist public companies in the creation of XBRL filings for submission to the Securities and Exchange Commission (SEC).
          In my past lifetime, I was an expert in word processing equipment/applications.  I helped companies automate.

          XBRL reminds me of WP.  XBRL has all the DOC forms needed to satisfy the SEC.  Company X pays BAIN to file.  Bain takes Company X's details, has data entry clerks feed it in, and VOILA, BAIN Edgar automatically fills out ALL the forms, saving hours of labor.

          Bains Edgar calls the SEC Edgar and uploads docs.

          What could possibly go wrong?

          But SEC XBRL is available for free.  So, why hire Bain's XBRL?

          It's difficult to be happy knowing so many suffer. We must unite.

          by War on Error on Thu Jul 26, 2012 at 08:21:33 AM PDT

          [ Parent ]

  •  KBSH was formerly Knight Bain Seath Holbrook (3+ / 0-)
    Recommended by:
    DRo, kaliope, War on Error

    Capital Management Inc.

    It's located in Toronto.

    http://www.sec.gov/...

  •  Does what War on Error present (3+ / 0-)
    Recommended by:
    DRo, kaliope, War on Error

    have any anomalies at all ?
    This would be helpful in detailed, specific chart form, due to tight similarities of names, and lack of expertise of digger/s, but in no way do i disagree with War on Error that anything to do with Bain is squidlike-slippery to nail down. ergo, request for similar examinations.
    if armando is "pretty confident," i'll wait for an "absolutely certain." and thanks to all !!

    Addington's Perpwalk: TRAILHEAD of Accountability for Bush-2 Crimes.
    * Join: OBAMA'S TRUTH TEAM *

    by greenbird on Wed Jul 25, 2012 at 03:47:47 PM PDT

  •  Have you read the guide for SEC EDGAR... (1+ / 0-)
    Recommended by:
    War on Error

    ... searching?

    http://www.sec.gov/...

    Note that most of the database is indexed searching, not full-text searching.

    •  I have and wish I could explain why (1+ / 0-)
      Recommended by:
      kaliope

      known items, found by Google searching, don't show up when searching the SEC sight.

      Maybe only the Seller of shares is an indexed item?

      It's befuddling that none of the entities names in THE DEAL (Kb toys) shows up on an SEC Edgar search.

      There must be some mechanism that makes the SEC Edgar something other than a record only service, do you think?

      I'm not a programmer, so I am really hoping expert eyes can help figure this out.

      Thank you for helping.

      It's difficult to be happy knowing so many suffer. We must unite.

      by War on Error on Wed Jul 25, 2012 at 04:15:37 PM PDT

      [ Parent ]

  •  KB TOYS INC CIK # 0001358495 (1+ / 0-)
    Recommended by:
    kaliope

    There is an SEC search window where you can search for a company by CIK or name.

    Choices include:

    Starts with

    OR

    Contains

    Good luck with your searching.

  •  Full text search (2+ / 0-)
    Recommended by:
    War on Error, kaliope
    KBAC does not pop up when searching the SEC Edgar website either
    KBAC isn't a filing entity, so it won't come up if you search for it as a company.  If you do a full text search, though, it does.

    FYI: commenter above is correct; Bain purchased "Edgar Online," not Edgar.  Edgar is the SEC site; Edgar Online is a derivative database.

  •  See - this is Great! Information WE need to know. (1+ / 0-)
    Recommended by:
    War on Error

    Mitt Romney is a king of cover ups.

    From destruction of records in the Olympics and Governor records; to arranging for his own law firm attorney to become the Delaware United States Attorney.

    They know the truth is their enemy.

    Thanks for this tidbit. SECInfo is the one database that I've had in my corner. SEC Info does Not purge documents (even if a judge orders them squashed or sealed).


    Mitt Romney was CEO of Bain until Aug 2001. Proof of Bain & Romney Fraud

    by laserhaas on Fri Jul 27, 2012 at 01:58:30 AM PDT

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