Sears Holdings Corp. (fka SHLDQ)

[justthefactsmam]

linda,

"There are lots of Stores left that have not been
liquidated yet. I read in a filing today that the ESL
Plan was for 505 Stores but it was the Debtors
who reduced the number to 425."

remember, after esl made its original bid, sears announced the closure of an additional 80 stores (80 + 425 = 505) those 80 stores are in the process of being liquidated in addition to the other 200 +/- stores closed since the beginning of 2018.

just don't see there will be anything left.

[justthefactsmam]

linda,

that quote was from docket #2312 filed on 1/31 as were the other quoted sections i posted following the one you referenced.

[justthefactsmam]

the following is from the transcript of the auction:

In addition, there have been extensive discussions concerning a release, and I will now describe the terms of the release that ESL has proposed. For a 35 million dollar cash payment at closing, ESL would be permitted to credit bid all of its debt claims that would be allowed and there would be no collateral attack on any conversion of the debt into NewCo equity or any transactions that are approved by the court.

[Scotttrader80]

$$$15.00 per share?

See Docket No. 2312, page 16. Clearly states that Sears’ “significant tax attributes” remain with the Debtor and are not part of the sale to ESL. Clearly that is a reference to the NOLs. It is also clear that ESL is the logical entity to sell those NOLs to because the transaction can be characterized as a reissance of shares to current shareholders in exchange for the NOLs. The value of the NOLs in tax savings is on the order of $2B. Give ESL a 25% discount and you still get a per share value to existing shareholders of $15 per current share. That doesn’t include other assets remaining with the Debtor. Do your own DD. It’s clear the commons have to survive.

https://finance.yahoo.com/quote/SHLDQ/community?p=SHLDQ

[linda1]

There are lots of Stores left that have not been
liquidated yet. I read in a filing today that the ESL
Plan was for 505 Stores but it was the Debtors
who reduced the number to 425.

WMIH had very little Assets left after paying off
the Creditors when it emerged from Bankruptcy
- it was the NOLs that were of significant value.

WMIH merged with another Company to utilize
the NOLs. Sears Holdings could merge with Holdco
to utilize the NOLs.

Would Sears Holdings have to change its name
if it Reorganizes and the APA is approved? Holdco
will have all rights to the Sears name.

[linda1]

Is the following quote from a filing today?

“ The Debtors have commenced formulation
of a chapter 11 plan and are evaluating
the contours of a potential plan including
the Debtors’ significant tax attributes “

If so, I think this confirms that the Tax Attributes
will remain with the Debtors/Sears Holdings and not
be transferred to Holdco.

And thus a Plan of Reorganization and not a
100% Liquidation Plan will be in order I think. Surely
the Unsecured Creditors could not be opposed
to Sears retaining 1 or 2 Businesses/Stores to
emerge from Bankruptcy with?

[justthefactsmam]

linda,

if the transform holdco deal is approved, i'm not exactly sure what assets would be left for shc around which they might reorganize to utilixr any of the nol benefits.

there don't seem to be any real assets left. after liquidating the closed stores and utilizing that money to pay ongoing bills, what's left?

i guess they could leave a corporate shell with nol's as their surviving asset and then try to sell that.

under that scenario, guess they could merge with holdco but as of now, understanding that is beyond me although it does present an interesting option.

for the nol's to survive, my understanding is the company acquiring the nol's has to operate in substantially the same arena as that which gave rise to the nol's in the first place.

think my brain was a little fried when i first thought shc had missed the deadline for requesting an exclusivity extension for filing a por. was thinking it was a 3 month time period instead of a 4 month period.

at any rate, from reading that doc, it doesn't seem like much, if any, progress has been made to draft a por.

[linda1]

It could very well be that the $5 B in NOLS
- as of Feb 3, 2018 - will remain with Sears Holdings
and that is why the NOLs are oddly omitted in
the APA.

And if this is correct, Sears Holdings will likely reorganize
with one or more of its businesses after liquidating
the rest - maybe the reason for the extension of POR -
to preserve the NOLs.

This is very similar to the WMIH situation with
$ 6+ B in NOLs. And after bankruptcy merged to
utilize the NOLs.

I’m sure the Debtors and ESL have considered with
the advice of Lawyers if the Tax Attributes will best
be preserved by transferring them to Transform Holdco
in the 363 Sale or by a Reorganized Sears Holdings.

If it is a reorganized Sears Holdings it could later merge
with Holdco to utilize the NOLs.

[CaptStockWolf]

https://www.pymnts.com/news/retail/2019/amazon-whole-foods-expansion-sears-kmart-stores/ hmmm

[BeamMeUpScotty]

Hilarious they’ve only had since October! Lol

[justthefactsmam]

The request for extending the Exclusive Periods is not a negotiation tactic, but rather reflects that these cases are not yet sufficiently mature for the formulation, filing, and prosecution of a feasible and,
hopefully, consensual chapter 11 plan.

[justthefactsmam]

C. The Debtors have Demonstrated Reasonable Prospects for Filing a Viable Plan.

30. The first phase of these chapter 11 cases have centered on stabilizing the Debtors’ businesses and pursuing the sale process. The Debtors have commenced formulation of a chapter 11 plan and are evaluating the contours of a potential plan including the Debtors’ significant tax attributes. The Debtors are currently highly focused on the sale process, following which the Debtors will engage in discussions with their stakeholders on the terms of a chapter 11 plan. The Debtors are prepared to quickly proceed with the plan negotiation, solicitation and confirmation process. Given the Debtors’ track record to date in these cases and the achievements summarized above, the Debtors have demonstrated reasonable prospects for filing a viable chapter 11 plan.

[justthefactsmam]

The Debtors are at a critical juncture in these cases. Specifically, the
Debtors are in the midst of securing Court approval of a going concern sale of the Company. If the Exclusive Periods are not extended and control of the administration of the Debtors’ estates is improperly wrested away now, it could ruin the Debtors’ prospects of confirming a chapter 11 plan. Such an outcome is contrary to the fundamental objectives of chapter 11 and should not be permitted. Even if the going concern sale is not achieved, the Debtors simply have had insufficient time to negotiate a chapter 11 plan with their constituents. To say that the workload has been enormous is truly an understatement. As the professional fee statements attest, these efforts have been all-consuming. Termination of the Exclusive Periods at this critical juncture in these chapter 11 cases would defeat the very purpose of section 1121 of the Bankruptcy Code— to afford the debtor a meaningful opportunity to propose a confirmable chapter 11 plan based on
adequate information that maximizes value and that is fair and equitable to all of the Debtors’ economic stakeholders. Accordingly, for the reasons set forth herein, the Debtors’ request for an extension of the Exclusive Periods should be granted.

[BeamMeUpScotty]

Yeh I don’t think that Judge Drain will allow it. It’s not like they didn’t have enough time to file before 26 January. It’s just that they expected liquidation to go ahead rather than a rescue plan for the majority of the company and its employees

[inouttrader]

Thanks...the debtors will appear in court at 10 am to see judge drain...Monday feb.4,2019 big day!!!!!...jmo

[justthefactsmam]

from docket #2312:
___________________________________________________________________

Sears Holdings Corporation and its debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors” and, together with their non-debtor affiliates, “Sears” or the “Company”), file this motion (the “Motion”) for

entry of an order extending the periods during which the Debtors have the exclusive right to file a chapter 11 plan (the “Exclusive Filing Period”) and to solicit acceptances thereof (the “Exclusive Solicitation Period,” and together with the Exclusive Filing Period, the “Exclusive Periods”) by four (4) months through and including June 12, 2019 and August 13, 2019, respectively.
____________________________________________________________________

had posted earlier i thought they had missed the deadline for filing for such an extension.

at any rate, if this get approved, doesn't appear there will be a por for some time.

[buxcapital]

Yeah that this one done

[StrategyTrader]

YOU TOO BRO THANKS

[StrategyTrader]

exactly Linda see you at 30 bucks in mid year.

GL

[StrategyTrader]

thanks I read the lengthy article agreement was done and agreed by the Judge lets get this approved. NO FEAR all good we going to get a lot of shorts twisting the facts as usual we should just shun them and ignore what they say.

[buxcapital]

https://www.otcmarkets.com/stock/SHLDQ/overview

[Taurus69]

$shld $30 in 2019

[buxcapital]

Enough with the dates means nothing for the stock you see on fox and CNBC they talk about sears but nothing about $SHLDQ ;)

[linda1]

EXACTLY - and on PG 77 of Docket # 2339,
it states that as of Feb 3, 2018 the NOL was $ 5 B.
This does not include additional NOLs for the rest
of 2018.

PGS 77 - 86 of 157 of Docket # 2339 outlines the
various ways that NOLs can be preserved in either
a 363 Sale or a Reorganization.

It is very possible - per PG 86 - that if significant
- or all of - Tax Attributes/NOLs remain with
Sears Holdings after the 363 Sale, Sears/Debtors
could retain one or more of its businesses and emerge
from bankruptcy as a reorganized Company for
future utilization of the Tax Attributes.

[SPORTSPROPHET]

Feel free to read all of doc 2332 in here:

https://restructuring.primeclerk.com/sears/Home-DocketInfo

[TigerInTheStreet]

any news/updates/leaks from the courtroom?

[buxcapital]

Real excitement here with the BIGGEST news in companies history Monday lololol that shows you this ones 0000000

[BBANBOB]

He has his account held hostage so he doesn't need the phone number!!

[SPORTSPROPHET]

WAIT WAIT WAIT!! Doesn't anyone care what I've done?

Heck no you don't! So why should we care what you do?

Just shut up and do what you're going to do. You don't need to tell the world what you're doing.

NOBODY CARES!

SP

[BeamMeUpScotty]

Make sure your broker has the correct phone number for the margin call

[buxcapital]

It might pop a little but there is no long term here it’s getting delisted and I’m KEEPING MY SHORT LOAN it’s that simple!!!

[buxcapital]

Yes that’s right i did have a short position there to unfortunately sold it if I would of held it I would of bought sears myself to sell the real estate!

[TigerInTheStreet]

At 0.7. Do not want to miss out if there is a big gap up. I am first in line.

[CBD_Kindaguy]

It tells us you bought when it was $100 plus, we get it. I would be upset as well. WHUA WHUA WHUA
...

[buxcapital]

Wow at what price ?

[buxcapital]

Not denying that

[StrategyTrader]

not before he sells at .57 some strategy ;)

[TigerInTheStreet]

Placed order for Monday. Adding 12000 shares on my way to $$$$$$land

[StrategyTrader]

lol whatever

[buxcapital]

I’m hoping this gets delisted that should tell you everything!

[Scotttrader80]

$2.00 by Wednesday!?!?

[StrategyTrader]

we shall see did you buy or your on the sideline?

[buxcapital]

He did he said lol and will rebuy in the .40s smart man but it’s going lower then that!

[StrategyTrader]

why don't you sell if you so concerned?

[~ Ether ~]

Don’t you love it when SEARS shorts hit that ASK???? LMFAO

[buxcapital]

.62 what happened?

[PennyStock Alert]

Congratulations everyone! Looking forward to Monday! Have a great weekend!

[buxcapital]

Right on longs here will lose everything!

[Orion1972]

ok so I am not crazy.. why would they even want liquidation.. tax losses? even with the sale they still write off the difference.. with money in hand. possibly with shares

[linda1]

I started to read it until about PG 22 - when I had
to leave the free wifi to do some shopping.

I can’t seem to download it again - maybe due to
overload - to finish reading it.

On about PG 22, Section 50, it stated that under
a Liquidation Plan the Unsecured Creditors receive
no recovery, and under ESL’s Plan the Unsecured
Creditors receive 1 % recovery.

I am presuming that the 1 % means before any
issuance of Holdco stocks/bonds.