How Patrick Byrne’s Final Act at Overstock Crushed Short Sellers

(Bloomberg) -- One of Patrick Byrne’s last acts at Overstock.com Inc. is making life difficult for the short sellers he was forever battling.

Shares of the online merchant are on a tear, up about 60% in two weeks. The rally coincides with a flurry of short covering that comes a week before the record date for an exotic dividend the company unveiled to much fanfare and confusion last month.

Overstock’s flamboyant founder may be gone, having stepped down Aug. 22 after saying he got enmeshed in a government spy probe, but vestiges of his two-decade-long war with detractors linger. The latest twists have been manna for the stock’s true-believer longs, kicking up Twitter skirmishes while pushing the envelope of another Byrne obsession, blockchain.

Data from S3 Partners, a financial analytics firm, show that about 6% of the 13.2 million shares borrowed by people betting against Overstock have been bought back in the past three business days. Shares fell for the first time in eight days Friday in volume that was three times the recent average.

“There’s been a serious acceleration of short covering just recently,” said Ihor Dusaniwsky, managing director of S3. “To have that much short covering in that amount of time is responding to an event that’s changing people’s trading strategies.”

In a short sale, a bearish trader sells borrowed stock, hoping to buy it back at a lower price, return it and pocket the difference. Frantic buying to close such positions is termed a “squeeze” and can boost shares rapidly.

While other reasons may exist for the rally, one explanation centers on a blockchain-based “digital security” that Overstock said on July 30 it would grant to shareholders of record on Sept. 23 as a dividend. Because the security could prove hard for others to lay hands on, the potential exists for it to snarl the process by which shorts maintain positions.

Stocks all over America have been benefiting last week from rushed purchases by bears as equities marched back toward records. Overstock’s case may be different. Its 65% rally since Sept. 3 stands out even in a market as volatile as this one.

The theory behind the squeeze is technical but comes down to the obligation a short seller faces to pass dividends back to whomever lent him shares. That may prove difficult in Overstock’s case because the so-called “Digital Voting Series A-1 Preferred Stock” it promised in July is unregistered, will trade only on a blockchain exchange owned by a subsidiary, and may face restrictions on transfer.

“You can expect a lot of buy-to-covers before the record day,” said Dusaniwsky. The 764,000 shares bought back since Sept. 10 are “the tip of the iceberg if people are wary of how the dividend settles out,” he said.

Pressure on shorts would conceivably ease if the firms that lent shares were to accept something else in lieu of Overstock’s digital security -- cash, for instance. Dusaniwsky said brokerages he’s spoken to “are trying to figure out” how to handle it.

A spokeswoman for Nasdaq, the exchange where Overstock shares trade, declined to comment. Overstock didn’t respond to an email seeking comment.

“It’s a complex situation and we’re trying to help our clients figure out the best course of action,” said JJ Kinahan, chief market strategist at TD Ameritrade. As for the rally, he said: “If you’re short the stock, how are you going to deliver crypto? You have no way of delivering it, so you’re like, ‘OK, well I have to cover this stock because I can’t deliver the dividend.”’

Whatever’s causing it, a rally this extreme puts anyone betting against a stock in difficult straits. That’s unlikely to bother Byrne, the 56-year-old founder who over the years espoused conspiracy theories about Wall Street and the evil “Sith Lord” hedge fund manager who conspired to take him down.

Until recently, parts of the bear case on Overstock were Byrne himself. Before stepping down, he claimed in a series of public announcements that entanglements with the “deep state” that included cooperating with law enforcement agents he called “Men in Black” with their “Clinton Investigation” and “Russia Investigation.” Byrne said he’d been romantically involved with Maria Butina, a Russian operative jailed for failing to register as a foreign agent.

The digital dividend was mentioned by Saum Noursalehi, CEO of Overstock’s tZero unit, in a Sept. 6 letter to shareholders published on Business Wire.

“Given the digital preferred shares trade exclusively on the PRO Securities ATS, broker-dealers representing Overstock common shareholders will need to subscribe to the PRO Securities ATS in order to allow their clients to transact the dividend directly,” he wrote. “Introducing more investors to the platform is a key priority and this announcement should serve as a catalyst for enhancing liquidity.”

To contact the reporters on this story: Jeran Wittenstein in San Francisco at jwittenstei1@bloomberg.net;Sarah Ponczek in New York at sponczek2@bloomberg.net

To contact the editors responsible for this story: Jeremy Herron at jherron8@bloomberg.net, Chris Nagi

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