Sears Holdings Corp. (fka SHLDQ)

[CaptStockWolf]

All speculation we’ll know when we know. I think it’s going to American Airlines part 2,

[Emptyhead]

If so, this is not good for current holders of SHLDQ shares. The dilution effect will be absolutely horrendous on the current SHLDQ price. WAMUQ Shareholders got fleeced !!

[buxcapital]

Big RS if commons happen to make 1to 1000 dammmm

[nagoya1]

How do you get these numbers...lol.
100 000 creditors, almost spit my coffee...
Can you show the DD....not much into Tarot reading.

SHLDQ

[buxcapital]

Major problem for Eddie and SHAREHOLDERS!!

[buxcapital]

Believe it when I see it as of now this won’t even hit .60 lolol

[BeamMeUpScotty]

Like I’ve been saying all along ESL and Mr Lampert have been working on a plan to maximise revenues going forward from here onwards

[IL Padrino]

Why I believe there will be a favorable outcome from the court hearing:

Sears is an iconic American company with a storied history of success. Their road to bankruptcy was due to a combination of changing consumer method of shopping (i.e. online), competition (Walmart), and corporate's inability to transform the company in changing times. In comes Lampert and has a vision to restructure the company for "the 21st century." There is very little reasons for a judge to deny this opportunity when someone is putting up $billions to save the company.

Saving the company means saving jobs, which is the backbone of the American economy.

Any debtors will get paid if the company is turned around so their claims will be satisfied. There's no reason to object to saving the company as long as their claims remain valid, which they will be.

The objections of the sale to Lampert do not outweigh the positives and any judge will be able to see this clearly.

The only mystery is if shareholders will get diluted in any restructuring. If so, we might only see a small percentage gain instead of a large one. But it will be a gain, nonetheless.

AAMRQ investors made millions betting the company would turn around, exiting bankruptcy, and we face a similar scenario.

Glad I was turned on to this stock. Very positive looking, moving forward.

[StrategyTrader]

Farewell amigo

[StrategyTrader]

Ripp short sellers

[IL Padrino]

FYI,
Not sure what AMPazzo was talking about when he said it's a fallacy about setting the sell order to prevent shorting. Here's a link which explains it briefly. I'm sure there are other resources as well...

https://www.contracts-for-difference.com/Borrowing-lending-shares.html

[Large Green]

linda1, you mentioned WMIH now COOP after the name change in the year 2018. Also, this is the exact same law firm that WMIH/COOP used all of these years by the name of Weil, Gotschal, and Manges.

Yes WMIH/COOP had almost 6 billion in NOLs or tax attributes to use and the commons of WMIH were saved from being zeroed out and then they moved on to purchase several other companies so far utilizing the Net Operating Losses or NOLs.

I expect almost a carbon copy replay IN PRINCIPLE that was used in WMIH/COOP to now be used in SHLDQ BUT commons must be saved in order to maximize the tax attributes just as they did in WMIH/COOP.

[TigerInTheStreet]

Yes Sir! Locked and Loaded. Good luck to all.

[StockDetective]

Thanks for the info Sir! I have a great feeling next week will be massive. Hope everyone is locked & loaded here.

$$ SHLDQ $$

[emit]

I feel so sorry for these judges trying to get all this straight.

I know I'm lost.

Wednesday we'll know, or will we'



e

[Hussybuckle]

Just a stupid speed bump

[Hussybuckle]

Ummm....that's a hurdle, not a celebration lol. Not worried though

[thelionwarrior]

One of my favorite quotes out of the filings.

"iii. The Proposed Sale Is For A Fair Price And Maximizes Value For All
Stakeholders

46. Even though the entire fairness standard does not apply, the Proposed Sale meets the standard. The Debtors have a duty to maximize the value of the estates. Signature Apparel Grp. LLC v. Laurita (In re Signature Apparel Grp. LLC), 577 B.R. 54, 98 (Bankr. S.D.N.Y.
2017) (Grossman, J.); see also In re Glob. Crossing Ltd., 295 B.R. 726, 744 n.58 (Bankr. S.D.N.Y. 2003) (Gerber, J.) (“It is a well-established principle of bankruptcy law that the objective of bankruptcy rules and the [Debtor’s] duty with respect to such sales is to obtain the highest price or greatest overall benefit possible for the estate.”) (internal citations omitted).
Here, as discussed supra, execution of this duty is subject to the Debtors’ business judgment. In re Glob. Crossing, 295 B.R. at 744 n.58.

47. The Debtors fulfilled their duty when they chose the ESL bid. ESL’s offer
provides more value to the estate than any other option, while at the same time saving 45,000 jobs and being supported by the Debtors’ largest creditors. Hr’g Tr. 22:5-11 (Jan. 14, 2019); Kamlani Decl. ¶

13. As the Debtors’ own models show, in a liquidation scenario creditors would
receive only $3.56 billion, whereas ESL’s Bid provides $5.2 billion in value to the estates, including $4 billion in creditor recoveries. Weaver Decl., Ex. 13 (Wind Down Recoveries Presentation (Jan. 14, 2019))."

[Scotttrader80]

Growing its relationships with third party customers including Amazon through
expansion of Innovel logistics network. Business Plan 21-22. This third-party
business can be expanded with minimal additional infrastructure investment.
Business Plan at 33. Further, ESL expects the Buyer to forge strategic
partnerships across Sears Home Services,

[thelionwarrior]

Amazon... amazon.... amazon ...

"Emerging from Chapter 11 with a right-sized and flexible balance sheet, the
Buyer will expand upon its aforementioned success through its increased capacity to
appropriately invest capital in attractive new opportunities. Kamlani Decl. ¶ 41. And, in
recognition of the inevitable business risks associated with its efforts, the Buyer is planning
responsibly, such that certain aspects of the Business Plan are even more conservative than the
well-developed and realistic plan prepared by the Debtors. For example:

• Externalizing Kenmore beyond Sears and Amazon. Despite its previously
constrained distribution, the Kenmore home appliances brand remains a leading brand with significant market share. By forming new external partnerships and
selling to mass discounters, big box specialty stores, and online retailers, the
Buyer will be able to generate additional revenue from Kenmore. Business Plan
21-22.

• The Business Plan expects Kenmore third-party revenue from Amazon customers to increase from $80 million in 2018 to $300 million by 2021, which is
approximately 50% less than the Company Plan’s revenue expectation.

• Growing its relationships with third party customers including Amazon through
expansion of Innovel logistics network. Business Plan 21-22. This third-party
business can be expanded with minimal additional infrastructure investment.
Business Plan at 33. Further, ESL expects the Buyer to forge strategic
partnerships across Sears Home Services, Innovel and other key assets to fill in
known or expected gaps and unlock opportunities that Buyer cannot access alone. Kamlani Ex. A. The Business Plan expects $300 million in Innovel revenue by 2021 while the Debtors’ plan expects $500 million by 2021. Id.

• Tailoring the Shop Your Way program in a non-capital-intensive way. Because
the technological capabilities exist already, and the Buyer will continue to test marketing strategies as it gains an increasingly sophisticated understanding of its members, the Business Plan indicates that the Buyer will be able to decrease its reliance on third-party digital marketing, and will accordingly save approximately $8 million in market costs in fiscal year 2019 alone. In particular, the Business Plan proposes the Buyer will continue to leverage the benefits of the Shop Your Way platform with respect to the Shop Your Way credit card agreements, which is expected to bring $44 million in EBITDA in 2019.

• While both the Business Plan and Company Plan call for approximately the same
amount of capital expenditure, the Company Plan included within this projection
a plan to build 100 small footprint stores, while the Business Plan takes into
account that funding for new small footprint stores will stem from proceeds
accrued from closing certain large stores. Compare Kamlani Ex. A with Kamlani
Ex. C.

• The overall EBITDA projections in the Business Plan are more conservative in
the near term than those in the Debtors’ plan. The Business Plan projects
EBITDA of $25 million in 2019, $171 million in 2020, and $378 million in 2021
compared to $117 million, $204 million, and $311 million respectively in the
Debtors’ plan. Kamlani Decl. ¶ 46.

• The Business Plan added approximately $10 to $15 million of SG&A to the
Debtors’ numbers in recognition of the need to complement the existing
management team with new senior managers. Kamlani Ex. A.

71. The Buyer will emerge from the Chapter 11 process with 425 stores. These 425
stores combined delivered $457 million of EBITDA in fiscal year 2018, compared to $317
million of EBITDA in 2015. A majority of the operating stores generate a positive EBITDA,
and, in the aggregate the 425 stores have been EBITDA positive since at least 2010. Kamlani
Decl. ¶ 35. Contrary to Kniffen’s contention that these projections are unrealistic, Kniffen
Report ¶¶ 72-79, revenue projections at these stores are wholly consistent with historical
performance, and in fact, the Business Plan’s projections are, in many instances, below historical
performance."

[thelionwarrior]

"Separately, the Pension Benefit Guaranty Corporation’s (“PBGC”) Objection (the
“PBGC Objection”) is based on a misunderstanding (or misstatement) of the terms of the
Proposed Sale and should be rejected.6
The Adequate Assurance Objections, some of whichhave already been resolved, raise issues that have been addressed or can be addressed at a later
time (if indeed they ever arise) and should not stand in the way of the Proposed Sale. Finally,
virtually all Cure Cost Objections have been adjourned and those not adjourned can be resolved
through the cure reserve mechanic. "

"IV. The PBGC’s Objections Are Without Merit
123. Misreading the APA, the PBGC wrongly concludes that the Proposed Sale would
result in a “free and clear” sale of certain assets (the KCD notes) from Sears Re to ESL. Basedon this misunderstanding, the PBGC argues that the Proposed Sale should not be approved.37 Its
objection is groundless and should be rejected.
124. ESL does not dispute that section 363’s “free and clear” sale provision only
applies to property of the Debtors’ estates. 11 U.S.C. §§ 363(b)(1), (f). Sears Re, the entity that
owns the KCD Notes, is a non-debtor whose property does not form part of the debtor’s estate;
there is no question that ESL therefore cannot purchase the KCD Notes “free and clear” in a
section 363 sale. Accordingly, the Amended Proposed Sale Order is not intended to cover the
purchase of the KCD Notes—it only applies to property that is part of the Debtors’ estate.
Amended Proposed Sale Order, Dkt. No. 1730, Ex. B, ¶ F. Furthermore, the Amended Proposed
Sale Order explicitly only provides for “free and clear” sales of property in the Debtors’ estates.
Id. ¶¶ P, S. The APA also provides that Sears Re will be the seller of the KCD Notes. APA §
2.1(r). In short, the express terms of the APA and of the Amended Proposed Sale Order
demonstrate that ESL is not attempting to make a “free and clear” purchase of the KCD Notes."

[CBD_Kindaguy]

OMG!!! We're getting closer!!!

[PennyStock Alert]

BAM!!! Late Breaking News:

U.S. agency seeks approval to take over Sears pensions

https://www.reuters.com/article/us-sears-pensions/u-s-agency-seeks-approval-to-take-over-sears-pensions-idUSKCN1PQ5US?il=0

[AMPazzo]

Wait and see just wait and see.

[TigerInTheStreet]

LMAO. Where do I come up with these numbers

[jimr1717]

Or 100,000

[jimr1717]

RIP COMMONS

[AMPazzo]

Sears Holding Corp has over 100,000 Creditors 1 to 10 billion in Assets and 10 Billion to 50 Billion in liability.

This is why Newco Holdings is being put forth to rescue Sears Holdings. Will need 1,000 shares of Common for 1 share in NewCo Holdings.

Sears Holding Corp

Just my opinion

[katano]

I believe you...

[thelionwarrior]

Please do. There will be plenty of buyers Monday.

[MOCKBA]

Gonna wait for Monday and cut my losses, good luck to the rest!

[Scotttrader80]

Days of our lives

“The question before the court is whether the debtors exercised sound business judgment in approving the proposed sale,” ESL said, referring to bankrupt Sears entities. “The record abundantly demonstrates that they did.”

[Jayay222]

U.S. agency seeks approval to take over Sears pensions
https://www.reuters.com/article/us-sears-pensions/u-s-agency-seeks-approval-to-take-over-sears-pensions-idUSKCN1PQ5US?il=0

"In a bankruptcy court filing on Friday, ESL said the PBGC “misread” the buyout terms and its objection should be rejected."

"ESL on Friday urged U.S. Bankruptcy Judge Robert Drain to reject those objections."

[linda1]

OK - have a nice weekend.

[justthefactsmam]

brain fried. travelling and in training the past two days. still seems like for shc to retain the nols around one or more businesses those businesses would have had to have been material in the accumulation of the nol's in the first place.

will look at docket 2339 tomorrow with a fresher mind.

[linda1]

Yes thank you - I figured it out after my post.

[andyk803]

Will there be a filling at midnight like last week?

[linda1]

OK - my mistake.

The Debtors definitely have a Reorganization Plan
in mind centered around the Tax Attributes.

“ 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. “


Also - on PG 86 of 157 - Docket # 2339 - the
Debtors/Weil are clearly considering retaining one
or more businesses for a Reorganized Sears Holdings
in order to preserve the NOLs.

[Volcano]

Super week coming

[justthefactsmam]

linda,

following is also from the transcript of the auction which also leads me to believe there will be nothing left in shc if esl bid is approved and based on fact all other stores are being liquidated and/or monetized.
_________________________________________________________________

Okay. Let me give a short overview of the Debtors organized wind down plan, against, which the Debtors' restructuring committee is comparing the ESL bid. First, I note that the Debtors' wind down recoveries has been shared with the consultation parties and ESL on a confidential basis. We did make a few changes to the wind down recoveries overnight. But largely, it's substantially similar to what people have been reviewing previously. The wind down plan contemplates a company administered wind down to be run by the Debtors and the professionals and for purposes of comparison includes the Debtors liquidation advisors, Abacus and also contemplates a partner with SB 360. In particular, in conducting this organized wind down, the company would file a notice of commencement of liquidation of all inventory and the remaining retail stores and distribution centers with GBO sales beginning later this month. Reject all remaining store and distribution center leases other than valuable leases, which will be monetized. Reject all remaining nonessential contracts, commence an appropriate reduction in the companies workforce in a staged and organized manner; sell or monetize all or remaining incumbered or unincumbered assets including sales of individual businesses within Sears, such as Sears Home Services and the Debtors' real estate assets. The Debtors restructuring committee views is that the wind down plan is conservative and does not contain outside potential that would be pursued on the company's alternatives. Those potential alternatives include in pursuit of a Chapter 11 plan involving the sale, or reorganization around Sears Home Service or certain other businesses, and the distribution of the Debtors' tax attributes to creditors.

[SurgeGuy2.0]

Play the Bounce!!! Making Money here is sooooo easy!!!! Weeeeeeeee

[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