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.
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?
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.
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:BIG LOTS, INC.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.
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.
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?
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 BainBIG LOTS STORES, INC.,GOOD GRIEF!
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,
C.A. No. 1081-N. March 28, 2006
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.