Sears Holdings Corp. (fka SHLDQ)

[enthalpy]

shorts are so screwed

[linda1]

After WMIH emerged from bankruptcy the
Common Shareholders who bought at the
bottom saw at least an 8x increase in the
value of their shares.

I think I recall that the Senior Unsecured Creditors
of WMIH were all or mostly all paid in full before
the assignment of the new Commons. How much
debt is still owing after liquidation of the remaining
assets of Sears could determine how the new Commons
are distributed.

It could very well be that the POR will issue
.05 a share of new Commons to Common Shareholders.

By the Rules the Unsecured Creditors are paid in
full first before the Commons receive anything -
unless otherwise voted on.

[buxcapital]

Why wouldn’t Eddie already moves his money to the new co from shldq last a RS will make him a lot more money I’m sorry but next week a lot of people that are dreaming of keep there shares and making riches will have a huge wake up call.

[Large Green]

buxcapital, now do not worry about me and others doing very well with SHLDQ because the share structure at SHLDQ was well preserved. This more than likely was very well planned out ahead of time with plans to save the commons, otherwise as in most Bk plays the share structure would have been further eroded by raising money, hence that did not happen.

Unlike WMIH/COOP, there is no reason to do a Reverse Split due the SHLDQ well preserved share struture. In WMIH/COOP, they started with 1.2 billion shares outstanding before the share exchange event. This part will not happen with SHLDQ.

SHLDQ ONLY has 109 million common outstanding with zero preferred outstanding AND 500 MILLION authorized shelf-ready shares to be able to use at will or immediate when deemed necessary.

[justthefactsmam]

linda,

regarding the nol's, pages 77-86 of docket 2339 discuss various scenarios under which some, all, or none of the nol's could be utilized.

one on which i would initially like to focus is the loss of some nol's in the event of "cod", cancellation of debt.

as i quoted from the transcript of the auction, it was contemplated that in return for cancellation of esl's $1.3 billion in debt, esl would receive shares in holdco/newco or whatever it is/will be called before a formal renaming. that seems to be a cancellation which would reduce nol's.

i really would like to re-read these pages (78-86) a few more times before venturing what would still be a pretty much uninformed opinion, but there are a lot of permutations discussed in those pages which i do not fully understand. as you can see from reading those pages, even their accounting firm, deloitte, had only been working on that issue for about 3 weeks and docket 2339 begged off on "knowing" how any of this might eventually shake out.

of course, it ALL depends on whether or not the judge approves esl's bid.

also notice on pages 77 and 79 there are $900 million in tax CREDITS most of which are foreign tax credits. although esl's apa included some foreign assets, not sure how these might be utilized if they were to pass to esl/transform holdco.

there was also a discussion within these pages that in the event the $4 billion or so of secured debts were cancelled, that could/would reduce the nol's from $5 billion to $1 billion, but apparently still leaving the $900 million in foreign tax credits.

lastly on this point, if shc were to retain the nols, then shc must retain "more than an insignificant active trade or business". that's from page 86 of docket 2339.

there seem to be so many "what ifs" that are still being fleshed out by the tax accounts and tax lawyers we are left best guessing at this time.

that doesn't mean there is not enough information to draw some informed speculation.

important to note that esl's apa did make a comment they wanted the sale to be considered as a tax reorganization, which if possible, bodes well for shareholders.

[buxcapital]

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=146529418

[buxcapital]

100% right Friday was the day to leave Monday might hit .58 with a small pop in the am but that will be the last one I seen this play out time and time again never works out for shareholders sorry lololol

[buxcapital]

And share holders lose most there shares with a RS if that LONG SHOT even happens!

[linda1]

Correction: WMIH/COOP

I think also that if more than 50% of new
Commons are issued to old Debt - more than
18 months old - the NOLs are preserved.


See PG 80 of DOCKET 2339 -

SORRY the copy and paste isn’t working.

[justthefactsmam]

linda,

spent a little bit of time with docket 2339 and will make various comments either standing alone or in response to/discussion with some of your posts re: that docket.

first thing would be to bring attention to page 98/157 of that docket. notice that late december was the target date for filing their por. based on meeting that target date, they didn't expect to get plan confirmation until march 2019.

however, realizing the complexity of their chapt 11 filing, just a couple of days ago shc filed in docket 2312 a request to extend the exclusivity period for being able to file a por out to june 12, 2019 with one 60 day extension to august 12, 2019.

although they reserved the right to further extend, if they meet the above dates, based on the calendar shown on pg 98, one could reasonably assume the plan would not be confirmed until sept 2019 to nov 2019.

even if esl's plan is approved on monday or wednesday of this coming week, it will be MONTHS before any clarification is obtained regarding issues like whether or not the commons survive (although is seems highly likely looking at pages 77-86 of docket 2339) or how much, if any, of the nol's there are.

[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.