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Friday, October 30, 2026

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@leevalueroach

Lee Roach on X

Monroe $MNRO is selling off on a weak Q2, down around 9% premarket. I think most of the market is reading the headline and missing what's buried in the new credit agreement. The Oct 23 refinancing with Ares ($250M term loan + $125M revolver, EX-10.23) runs well over 100 pages. Deep in the definitions is a "Permitted Change of Control" clause, and it's very specific: - One sale to a private-equity sponsor can happen without triggering a default - It must happen by Oct 23, 2027, a 12-month window - The sponsor needs $1.5B+ AUM, can't be on a disqualified-firm list that Ares and Monro pre-agreed, and must be in an approved jurisdiction - Pro forma lease-adjusted leverage must be 5.50x or less - Sponsor equity must be at least equal to all funded debt, including finance leases - Lenders get a 0.50% fee, and the sponsor can add back up to $2M/yr of management fees Lenders don't negotiate a provision this detailed (a named AUM floor, a pre-agreed blacklist, a fixed window) for a scenario nobody is considering. Meanwhile the board's strategic review, which includes a possible sale, has been open since May. None of this means a deal is coming. No transaction has been announced, and the same agreement also restricts the dividend and adds real interest cost. But headline-driven selling is pricing Monro as a standalone story. The credit agreement says the lenders are planning for a sale to PE and that deal is close.
@StableBread

Fajasy on X

Commerce’s first ruling on whether TOYO Co., Ltd’s $TOYO Ethiopian cells should pay the duties on Chinese cells is due ~December 14. $TOYO says those cells use no Chinese wafers, but in 2025, it bought $94.9M of goods from VSun China, which its 20-F calls “a crucial supplier of monocrystalline silicon wafer.” Circumvention is when a producer finishes its products in another country to avoid duties on goods from its home country. On May 12, 2026, First Solar $FSLR and seven other U.S. manufacturers asked Commerce to extend the 2012 duties on Chinese solar cells to cells and modules completed in Ethiopia with Chinese parts. Commerce opened the inquiry on July 17, and $TOYO’s deck says it’s a mandatory respondent, meaning Commerce chose $TOYO as one of the companies whose production, sourcing, and shipment records it examines directly. Commerce targets a preliminary determination within 150 days (~December 14, 2026) and a final one within 300 days (~May 13, 2027), unless it extends the deadlines. $TOYO’s defense rests on the line Commerce drew in 2023. In its Southeast Asia rulings that August, Commerce applied the China duties to cells made there from wafers produced in China, plus modules that paired those cells with more than two Chinese components. However, it didn’t count wafers made outside China as Chinese, even when they used Chinese polysilicon. Products outside those terms could avoid the China duties through a certification process, but Commerce barred the companies it found uncooperative in those inquiries from using the certification. Neither $TOYO nor VSUN (the Vietnamese panel maker $TOYO was carved out of) was on that list. $TOYO’s deck says the inquiry also covers past shipments. $TOYO bought no raw materials from VSun China in H1 2026, just $2.6M of machinery, but it did buy $7.4M of unspecified raw materials from VSUN’s Vietnamese subsidiary in Q2. I found no filing, release, or Commerce notice that says where VSun China’s wafers were made or which $TOYO plant used them. $TOYO has asked Commerce for a prospective path, which would judge its current production separately from past shipments. $TOYO’s slide on that request reads, “Commerce has not agreed to either approach. Timing and outcome remain uncertain.” I’m fairly comfortable with $TOYO’s current cells, since $TOYO says they use non-Chinese wafers, which Commerce left out of the China duties in its 2023 rulings. I’m less comfortable with its 2025 shipments, since $TOYO bought $94.9M of goods from VSun China that year, and Commerce hasn’t agreed to judge them separately from current production.

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