Seth Lowry

Great writeup. My only comment is that SPOT doesn't explicitly owe the labels for live performances but the PSM clauses in their label contracts implicitly claw back some portion. But that is a minor point. Live is so important as it blends higher margin mix and diversifies cash flow streams away from labels which enables better negotiated margins. Not sure where the equilibrium of streamer/label mix will shake out, but pressure seems to be building on label side more IMO. SPOT increasing leverage through audio diversification + artists/management focusing on publishing rights + SPOT sucking in A&R through SPOT for Artists seem to be powerful tailwinds away from labels. At a high level, the current royalty splits stifle creativity (proxy for user experience) and its hard to see this power dynamic persisting over the long-term as royalties create a gap to exploit in Aggregation Theory terminology IMHO

Well TPG is probably out, volumes have dried up. I guess if the auditor takes until late April the refi could drift into May, but hopefully it goes sooner as I saw on another blog that refi deal was being shopped already and so hopefully the reviewed financials are just a final contingency item instead of the start of a series of gating items. Anyone have any insights on how whoever was buying was able to avoid 13D/G filings? Something with foreign issuer/parties or complex derivatives (CVRs?)

We found who the 2 star guest is Lol

I've learned to ignore people who do this. One airbnb offers protections for hosts with insurance policies and dispute resolution. And two I've found the people who do this to be annoying and want much steeper discounts than what I save. Not worth the trouble. And at the end I don't get an airbnb review to help my business. I've actually raised my prices by more than $100/night this year from what I was charging in 2019 and found that I still get just as many booking and the people treat the house better and are easier to deal with. Should have clarified that this trick only really works for homes with 3rd party property managers, not as applicable to self hosted although I'm sure it still happens. Don't remember how many homes are self hosted versus property mngrs, but I believe majority are managed

But there is no meaningful price incentive for the mariott customer to book direct so its not the same comparison. By booking direct the airbnb renter saves ~15% or whatever.

So I think AirBnB self dis-intermediates itself over time. This is how I use AirBnb... Step 1) Log into platform, search for home, look at ratings (extract trust) Step 2) Lookup who the property manager is within the ad Step 3) Google the property manger or contact directly Boom - 15% fees saved and usually the property manager is happier to deal with customer directly and manage the relationship rather than have airbnb do it ($$ savings and future marketing lists) I think this catches on over time, especially as Airbnb price gouges renters and owners and plays games with page rank etc. Best case - limits pricing power worst case - disintermediation similar to OTAs

This reminds me of the Intrepid Potash deal when I was in banking. Clients calling in and threatening to pull their entire prime relationship if they didn't get an allocation. Potash prices only go up! $659/sh ->$8 over 12 years. Arguably a much better business here but the implied competitive advantage period is astronomical/record/insert verb

If Hindenburg thinks this is a fraud wait until they hear about shale or certain software tech. GM really outdid everyone in looking crazy with the airtaxi comments though Right or wrong and hate to say it, in today's world as long as they get a reasonable product out the door the SEC won't capitulate the company and risk jobs. I also don't like the fact the activist short sellers seemingly command SEC enforcement around (a public resource) to benefit their interest. Especially considering how underfunded they are. Am I off base on any of this?

These warrants are interesting to follow - $7+ is pretty hefty, pricing in 50% upside from cash just to breakeven and only 3x leverage vs. underlying. Also have been trying to sell puts but can't get volume - puts are 100 in underlying and 11 in warrants for delivery so a bit of extra protection there. Since only 1/9 are trading there is probably some premium boost from small float effects. Anyone have guesses on realistic Acq? I wouldn't think AirBnB would make a huge splash unless there was some fancy additional financial engineering attached - I think this could be an underappreciated aspect of this deal since Tontine is committed to partnership with LPs much more than traditional SPACs so any PIPE wouldn't be the standard pillaging and actually could be accretive -IMO. I met Bill and worked with his team when I was on the sell-side covering transportation during their CP deal. I was generally impressed with their outfit although in hindsight I am unsure whether it was Pershing or Hunter Harrison who had the real foresight. I'm attracted to deal structure as much as the Pershing brand in the end. That check size unlocks a lot of potential IMO. Also, with Buffet and Sompo backing SNOW and Palantir, it seems that even hot IPOs need underwriting from more traditional public equity investors.

From my (jaded) perspective, stay away. They're opportunistic with minority holders and will play zero sum games. Crookfield could fix this story in 2 seconds IMO. I'm not as close to this story but it seems they could simply lay out a public long-term strategy, commit to business and financial KPIs, then do a PIPE with participation rights with existing holders - pretty easy stuff IMO. But they're not and they won't - why? They likely sense an opportunity to juice their returns. Crookfield loves to play the waiting game if they sense any opportunity. I don't know what they could be playing for, but I would suggest thinking about inverting the alignment argument on prefs being structurally senior - what decent capital allocator/manager lets a story like this flap in the wind for this long?? Maybe Crookfield have a playbook to structurally subordinate prefs, maybe they're happy earning lower returns on less capex even though DTLA may need $ (sometimes Brookfield, especially DaughterCo's struggles to allocate money for projects that don't meet typical huge PE return thresholds), maybe they just want to see if Bulldog stays in business or folds and they can buy the block at a discount...idk stuff like this. I wouldn't put too much stock in a CFO's comments either. Will Brookfield managers and board lie? Yes. To the public, to your face, and likely to their own mothers :). Who even knows if that CFO will be there and not be replaced by a rubber stamping crony (another time tested Crookfield tactic). Anyways, I'm only writing this PSA because I hate to see value guys lose on governance stuff. Let the indexers and robinhooders get swindled by these wolves in sheep clothing. I have no position long or short Remember #me$TOO2019 BG2008 -never forget haha (I was aiming for a little satire/comedy with this post and not pure rage fwiw)

Hey all, still ramping on this one - but why isn't a DDE the likely outcome here? Seems like equity has already priced this in and value could be unlocked if leverage was right sized to execute redevelopment long-term. Sure dilution massive and takes $200/share or whatever super bull case off table. shooting from the hip: 25%-50% dilution for $400M debt swap, tap additional $400M facilities, waivers and 2-3 years more of term? Also would mitigate politics/reputational harm of BH/WB cross ownership in dictating a hairier long term mess of a refi or BK scenario. Why doesn't this thing go down this path sooner rather than later given anything better than sitting on hands while reinvestment capex is throttled. IDK, I guess with all the sophisticated counterparties here and a lot to work with in a r/s, it seems like the worst path is to continue status quo - but I am likely missing something, new to story

Here is some background on Brookfield's "reputation" and its willingness to abuse minority shareholders through capital structure subordination/manipulation https://seekingalpha.com/article/4291268-brookfield-business-partners-partner-like-needs-enemies I've also attached a case study on terraform power and BREP Let's see if BPY can make a hat trick on minority shareholder abuse Terraform_Power_Case_Study.docx

The private ridealong offer is like someone robbing you in broad daylight, then half-way apologizing and inviting you into a dark alley and promising tea. Everyone's gotta laugh at somepoint in investing - but a multi-billion asset manager breaking promises and fiduciary duty to stiff minority investors for self enrichment isn't really my kind of humor.

Hardest I've worked for a -40% return, LOL. They really only bumped the offer by 25c given that they paid TK full $16M value for the warrants that were actually worthless, but just glad to actually get something back. JDP is done with Brookfield and its affiliates forever - as is several hundred other investors I've spoken with on this shit show. The craziest thing that I don't think will get talked about is how Teekay Tankers actually kicked off the destruction of all this - TK had to guarantee term loans at TNK, then TK couldn't get refi partially bc of subordination (and they're terrible managers), BBU took advantage of TK forced sale so on and so forth. Anyways, on to the next one :/

Attached is our letter to Teekay Offshore's Conflicts Committee. Please use and distribute as you see fit. Special_Committee_Letter_May_21_2019-FINAL.pdf