The reports on this website are the property of Bleecker Street Research LLC (“BSR”). Your use of BSR’s reports and this website is subject to and governed by the below Terms of Use (the “Terms”). The Terms govern all reports published by BSR (each a “BSR Report”) and supersede any prior Terms of Use governing the access and use of this website and BSR Reports, which you may download from this website. By downloading, accessing, or viewing any materials on this website, you hereby agree to the following Terms. In addition, before downloading or accessing any BSR Report, you will be required to affirmatively acknowledge that you have read and agree to these Terms by checking the box presented to you. Each BSR Report may also contain its own position, conflict, and compensation disclosures and an analyst certification, which supplement, and are incorporated into, these Terms.
BSR is under common control and affiliated with Bleecker Street Capital LLC (“BSC”), Bleecker Street Capital Management LLC (“BSCM”), and affiliated funds, including but not limited to Bleecker Street Minerva LP (“Minerva”) and Bleecker Street Partners LP (“BSP”). BSR, BSC, BSCM, Minerva, BSP, and their respective affiliates and related parties—including, without limitation, any principals, officers, directors, employees, members, clients, investors, consultants, and agents—are referred to collectively as “Bleecker Street,” “us,” or “we.”
BSR is a for-profit journalistic organization. BSR researches issues of concern to the general public, including issuers of publicly traded securities, and publishes due-diligence-based reports and its opinion journalism regarding these investigations online. BSR finances this journalism through a non-traditional revenue model where it earns revenue from positions that Bleecker Street, including BSC and BSCM, takes in the securities of issuers on which BSR reports.
BSC and BSCM are investment advisers registered with the U.S. Securities and Exchange Commission, and manage capital on behalf of outside investors, to whom they owe fiduciary duties. BSR’s business model requires Bleecker Street to take material financial risk, which our partners have exposure to. To manage risk, we must close open positions as we deem prudent. We do not provide “price targets” for securities, although we may express our subjective opinion of the value of a security, which differs from a price target in that we neither know nor claim to know how the market might value such security. We therefore typically do not hold, and provide no assurance that we will hold, a position in a reported-on security until it reaches a price target, nor do we necessarily hold, or provide any assurance that we will hold, positions in securities until such securities reach the price that reflects our opinion of value.
Many factors enter into investment decisions aside from opinions of the value of the security. Such factors often include, without limitation, borrow cost, “short squeeze” potential, risk sizing relative to capital and volatility, reduced information asymmetry, the opportunity cost of capital, client expectations, the ability to hedge market risk, our perception of the efficacy of market regulators and gatekeepers, our perception of the resource imbalance between us and any Covered Issuer (defined below), and our subjective perceptions. Therefore, you should assume that upon publication of a report, we will, or have begun to, close a substantial portion – possibly the entirety – of our positions in the Covered Issuer’s securities.
The BSR Reports on this website are opinion journalism. On this website and through the BSR Reports, BSR is providing its journalistic opinions about issues of concern to the general public. The views expressed in any BSR Report are BSR’s own opinions, which BSR genuinely holds at the time of publication based on the analysis described in the report. You understand and agree that the opinions, information, and reports set forth on this website are attributable only to BSR, which bears sole responsibility for the information on this website and content of the BSR Reports; provided, however, that persons affiliated with Bleecker Street, and certain third parties, have provided BSR with publicly available information that BSR has included in the BSR Reports and on this website, following BSR’s independent due diligence. Bleecker Street’s economic relationships, and its sharing of research with affiliates and third parties, are described below under “Coordination With, and Compensation From, Affiliates and Third Parties.”
You should not assume that BSR Reports are prepared in isolation, that they reflect only Bleecker Street’s own work, or that Bleecker Street’s economic interests are limited to its own positions in a Covered Issuer. In connection with its research and publication activities, Bleecker Street may, and does: (i) share all or a portion of its research, analyses, or conclusions regarding a Covered Issuer with affiliates and with third parties, including other investors and investment funds, in advance of the public dissemination of a BSR Report; (ii) coordinate with such affiliates and third parties regarding the substance or timing of a BSR Report; and (iii) receive compensation from, or pay compensation to, such affiliates or third parties in connection with its research or the positions taken in a Covered Issuer’s securities. Such affiliates and third parties may hold, and may transact in, the securities of a Covered Issuer—including in advance of, concurrently with, or following the publication of a BSR Report—and may profit from price movements associated with a BSR Report. The research, opinions, and positions of Bleecker Street and of such affiliates and third parties may therefore not be independent of one another, and you should assume that persons other than Bleecker Street may have advance knowledge of the subject matter and timing of a BSR Report.
Any and all use of BSR’s research and BSR Reports is entirely at your own risk. Neither BSR nor BSC is liable for any losses or damages you may incur as a result of your use of this website, including but not limited to any direct or indirect trading losses you may incur as a result of any information on this website, any BSR research, or any BSR Report. You agree to do your own research and due diligence with respect to any information on this website, and to consult your own financial, legal, and tax advisors before making any investment decision with respect to transacting in any securities of an issuer discussed on this website (a “Covered Issuer”).
As of the time and date of each report, Bleecker Street is short the securities of, or derivatives linked to, the securities of the Covered Issuer, unless otherwise stated in the report. Bleecker Street therefore will realize significant gains in the event that the prices of a Covered Issuer’s securities decline. Upon the publication of each report, we intend to begin covering a substantial majority of our short positions. Our covering of our short positions upon the publication of a report is not a reflection of a lack of conviction in any opinions or the facts presented on this website or in any BSR Report. Rather, the act of covering our short positions upon the publication of a BSR Report is intended solely to manage risk in a prudent manner, consistent with the obligations of a fiduciary of our investors’ money. We are likely to continue transacting in the securities of Covered Issuer for an indefinite period after a report on a Covered Issuer, and we may be net short, net long or neutral positions in the Covered Issuer’s securities after the initial publication of a report, regardless of our initial position and views herein. You should not make any investment decision based on your interpretation of our positioning in any Covered Issuer’s securities. By the time you read a BSR Report, we may be covering, or may already have covered, all or substantially all of our position, and we are unlikely to increase our position unless it is in our financial interest to do so.
If you are in the United Kingdom, you confirm that you are accessing research and materials as or on behalf of: (a) an investment professional falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); or (b) high net worth entity falling within Article 49 of the FPO (each a “Permitted Recipient”). In relation to the United Kingdom, the research and materials on this website are being issued only to, and are directed only at, persons who are Permitted Recipients and, without prejudice to any other restrictions or warnings set out in these Terms of Use, persons who are not Permitted Recipients must not act or rely on the information contained in any of the research or materials on this website.
All information and opinions on this website and in BSR Reports are for informational purposes only. You understand and agree that no information on this website or in any BSR Report is investment advice or a recommendation or solicitation to buy or sell securities. We do not provide investment advice to any person unless one of our affiliates has entered into an investment adviser–client relationship with that person in writing. In any given BSR Report, BSR is solely articulating its reasons at the time of publication for the positions it may have in the securities of a Covered Issuer. To the best of BSR’s ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources we believe to be accurate and reliable, and who are not insiders or connected persons of the securities of a Covered Issuer or who may otherwise owe any fiduciary duty or duty of confidentiality to the Covered Issuer. BSR conducts its own independent due diligence and does not knowingly base any BSR Report on material non-public information obtained in breach of any duty of confidentiality. However, such information is presented “as is,” without warranty of any kind, whether express or implied. BSR makes no representation, express or implied, as to the accuracy, timeliness, or completeness of any such information or with regard to the results to be obtained from its use. Research may contain forward-looking statements, estimates, projections, and opinions with respect to among other things, certain accounting, legal, and regulatory issues the issuer faces and the potential impact of those issues on its future business, financial condition, and results of operations, as well as more generally, the issuer’s anticipated operating performance, access to capital markets, market conditions, assets, and liabilities. Such statements, estimates, projections, and opinions may prove to be substantially inaccurate and are inherently subject to significant risks and uncertainties beyond BSR’s control. All expressions of opinion are subject to change without notice, and BSR does not commit to update or supplement any BSR Report or any of the information contained therein.
The information on this website, including but not limited to BSR Reports, are copyrighted and the intellectual property of BSR. You agree not to distribute any of the information on this website, whether as a downloaded file, a copy, an image, a reproduction, or a hyperlink to such file, in any manner other than by providing the following hyperlink: bleeckerstreetresearch.com. If you have obtained research published by BSR in any manner other than by downloading a file from the foregoing link, you hereby are on notice of these Terms, agree to these Terms, and agree not to use such research in a manner inconsistent with these Terms.
You further agree that you will not communicate or distribute the contents of BSR Reports and any other information on this site to any other person unless that person has agreed in writing to be bound by these Terms. You understand and agree that if you access this website, download or receive the contents of BSR Reports or other materials on this website as an agent for any other person, you are binding your principal to these Terms.
Bleecker Street shall not be liable for any claims, losses, costs, or damages of any kind, including direct, indirect, punitive, exemplary, incidental, special or consequential damages, arising out of or in any way connected with this website or the BSR Reports. This limitation of liability applies regardless of any negligence or gross negligence of Bleecker Street. You accept all risks in relying on the information and opinions in any report on this website.
You agree that any dispute between you and Bleecker Street arising from or related to these Terms, the information on this website, or any BSR Report shall be governed by the laws of the State of New York, without regard to any conflict of law provisions. You knowingly and independently agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in New York, New York and waive your right to any other jurisdiction or applicable law. You agree that any dispute between you and Bleecker Street arising from or related to these Terms, the information on this website, or any BSR Report shall be brought exclusively in binding arbitration conducted in New York, New York by JAMS, before a single arbitrator, under the applicable JAMS rules. Any arbitration or other proceeding between you and Bleecker Street will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, mass, private attorney general, or other representative proceeding, and you waive any right to participate in any such proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a class or representative proceeding. If this waiver of class and representative proceedings is found to be unenforceable as to any claim, that claim alone shall be severed and resolved exclusively in the state or federal courts located in New York, New York, while all remaining claims proceed in arbitration on an individual basis. You agree that you waive the right to a trial by jury in any action or proceeding in any jurisdiction between you and Bleecker Street.
The failure of Bleecker Street Research LLC to exercise or enforce any right or provision of these Terms shall not constitute a waiver of this right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision and rule that the other provisions of these Terms remain in full force and effect, in particular as to the foregoing governing law and jurisdiction provision.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of this website or the material herein must be filed within one year after such claim or cause of action arose or be forever barred.
BSR may modify these Terms at any time by posting revised Terms on this website. The version of these Terms in effect at the time you access this website or any BSR Report governs your access and use. Your continued use of this website or any BSR Report after revised Terms are posted constitutes your acceptance of the revised Terms.