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Solid day today- let's get it done:)
“Drain could issue his ruling from the bench at the end of the process. The filings show that Sears hopes to have a decision approving the sale by Friday February 8, and that it hopes to close the sale by February 19.”
Everyday....it gets pushing back further and further...first it was the 1st then 4th and then Wednesday and now possibly until mid February? lol oh well
Anyone read this?
"NOW THEREFORE, IT IS HEREBY ORDERED THAT:
1. Motion is Granted. The Sale Motion and the relief requested therein to the extent
not previously granted by this Court pursuant to the Bidding Procedures Order is granted and
approved as set forth herein.
2. Findings of Fact and Conclusions. The Court’s findings of fact and conclusions
of law in the Bidding Procedures Order and the record of the hearing with respect to the Bidding
Procedures Order are incorporated herein by reference.
3. Objections Overruled. All objections, to the Sale Motion or the relief requested
therein, and any joinders thereto, that have not been withdrawn with prejudice, waived, settled, or
otherwise resolved as announced to the Court at the Sale Hearing or by stipulation filed with the
Court, and all reservations of rights included therein, are hereby overruled on the merits and with
prejudice; provided that the objections filed to the proposed Cure Costs for the Contracts and
Leases on the Initial Assigned Agreements list attached hereto as Exhibit B are preserved and will
be treated in accordance with paragraph 29 of this Order; provided further that all timely filed
objections to the assumption and assignment of a Contract or Lease that has not yet been
designated, including as to adequate assurance or to the proposed cure costs, but not as to any other
objections to the Sale Transaction raised in such objections, are adjourned and all parties’ rightsas to such issues are fully preserved and will be determined if and to the extent the applicable
Contract or Lease is designated for assumption and assignment pursuant to the procedures
described in this Order. All holders of Claims or other persons and entities (including any
counterparties to Initial Assigned Agreements identified on Exhibit B hereto) that failed to timely
object, or withdrew their objections to the Sale Motion, the Sale Transaction, or this Sale Order
are deemed to consent to the relief granted herein for all purposes, including pursuant to section
363(f)(2) of the Bankruptcy Code, except to the extent that the procedures described herein provide
otherwise. Each holder of any Claim against the Debtors, their estates, or any of the Acquired
Assets: (i) has, subject to the terms and conditions of this Sale Order, consented to the Sale
Transaction or is deemed to have consented to the Sale Transaction; (ii) could be compelled, in a
legal or equitable proceeding, to accept money satisfaction of such Claim; or (iii) otherwise falls
within the provisions of section 363(f) of the Bankruptcy Code"
“Drain could issue his ruling from the bench at the end of the process. The filings show that Sears hopes to have a decision approving the sale by Friday February 8, and that it hopes to close the sale by February 19.”
Sears makes case to judge for rescue deal with chairman Lampert
BY Reuters
— 3:31 PM ET 02/04/2019
By Jessica DiNapoli and Tom Hals
Feb 4 (Reuters) - The once-mighty Sears department store chain took its fight for survival to a bankruptcy judge on Monday, arguing the proposed $5.2 billion sale to its chairman, Eddie Lampert, would help save 45,000 jobs and keep 425 stores open.
U.S. Bankruptcy Judge Robert Drain said on Monday he would rule on the sale to Lampert's ESL Investments Inc later this week after hearings that were likely to run into Thursday.
A lawyer for Sears Holdings Corp ( SHLDQ
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) told the court he was hoping the deal would close on Friday, clearing the way for Sears to end its four-month stint in Chapter 11 bankruptcy and begin its new life as a private company controlled by Lampert.
But first the company has to overcome objections by hundreds of creditors and the official committee that represents them.
Monday's hearing in White Plains, New York, kicked off with Sears' investment banker, Brandon Aebersold of Lazard, and Sears director Bill Transier testifying about sale negotiations and Lampert's plans.
Transier acknowledged that Lampert's plan included possibly three store closings a month this year, the sale of $600 million of real estate over the next three years and unspecified cuts to staff.
"Their ability to run their business properly should be their responsibility," he said.
Creditors have argued the company's future success is premised on what they say is an unlikely turnaround led by Lampert, who creditors have accused of stripping the company of value during its years-long decline.
Creditors also have argued the sale process was flawed and that it undervalued Sears by as much as $1.3 billion.
Creditors want to pursue ESL and Lampert, Sears' largest shareholder and creditor when it filed for bankruptcy, for what they allege are years of fraudulent deals, such as the spin-off of the Lands End brand.
Lampert has defended the deals as a sign of his commitment to finance Sears despite its struggles, and he has noted the transactions were approved by independent directors.
In 2005, Lampert merged the department store with discount chain Kmart in an $11 billion deal.
Sears, once known for its mail-order catalogs, dates back to 1893. Merchandise from toys, medicine, gramophones, automobiles, kit houses and tombstones made it the Amazon.com Inc ( AMZN
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) of its time.
(Reporting by Jessica DiNapoli in New York and Tom Hals in Wilmington, Del. Editing by Matthew Lewis)
Excited for tomorrow's opening. Huge gap up if any positive news. Doesn't have to be a confirmation by judge but any positive news.
Um green means the price is up not down..... looking good here!!!
Once everything is signed sealed and deliver this will go dollarland. Q drop and back in big board this will be at least $10 to $40 per share. ..meanwhile I just Buy buy buy...jmo
Dollar land this week
nobody buying probably..shldq
We are getting positive news. Why is the stock going down, even if by a little?
arent the nol's a tax asset?
How much delusion will be there to pay off the NOL's?
Friday should be the decision from what I see now?
Gap up to the .70’s tomorrow :)
Do you mean .70 plus today's closing price?
.70 gap tomorrow
That’s golden pony boy
Cna someont make this tick down to .59 even?
Exactly been saying that forever :)
“Drain told the company to try to reach a final deal because it was his “very strong” preference to save as many jobs as possible, Transier said.”
“Schrock said Sears is still hoping to win the judge’s approval for the sale this week and close the transaction on Friday.”
There was a change of ownership in the WMI
Bankruptcy when the new Commons were issued
and it reduced the NOLs from $7.5 B to $ $6 B.
So the NOLs get reduced not nullified.
I wonder if the Holdco “ Securities Consideration “
that will be paid to the Debtors upon the approval
and closing of the 363 Sale includes the Holdco
Equity that will be exchanged for the $ 1.3 B Debt?
“ In the Buyer’s capital structure, more than
$1.3 billion of this debt will be converted into equity “
If Sears is planning to liquidate the remaining Stores
it does not necesssarily mean that it includes selling the
empty Stores and Land that Sears owns.
Sears could emerge from bankruptcy with these properties
and later sell them to Amazon for its expansion of Whole Foods.
I have posted earlier that old Debt can also preserve the
NOLs as long as the Creditors of the old Debt receive at
least 50 % of the new Commons - or is it as long as both
old Debt and old Equity receive at least 50 % of the new
Commons? I can’t recall but it is one or the other.
Is not that.is just churning waiting for and update.say that early today.and will keep same way till news arrive good or bad.I'm hoping is good. but I think this will be going on to end of week.
this is from docket 2379 filed this morning:
from page 21/77 and filed by esl's lawyers
"the improved bid involved the assumption of another $663 million in additional liabilities, including up to $166 million of payment obligations with respect to goods ordered by debtors prior to the closing of the proposed transactions (but as to which goods debtors have not yet taken delivery and title prior to closing"...
_______________________________________________________________
possibly the dispute involves proof from the debtors those goods have been in fact delivered and are in shc's possession or proof has been provided some/all of those goods have been sold.
seems like esl would be well within its rights to demand proof so that they don't take on any portion of a $166 million obligation only to find that the "goods" have somehow gone missing.
language seems clear esl is responsible but it also seems clear that shc had not yet taken delivery and title. should be an easy matter to resolve.
Banging its head on .60 for 2 1/2 hours...MM's SUUUUCK!
Price is holding the front line very nicely
So I think one thing for sure we going to Wednesday for final decision. It’s already 3PM in New York and court closes in an hour.
Wow left or right if Lampert bought back 5 billion shares gotta be a safe bet SHLDQ survives. Are you sure it wasn't 5 trillion shares:)
Media must be sitting short...they are all so damn negative...
They are still shorting every uptick...can't wait till he rules on our favor...
Are we continued to Wednesday?
Nice! And per your PM...YEP!
NICE BABOOM COMING ;)
Once the judge oks this and its in the news this will run like crazy.
Still long but waiting for run that has been discussed for weeks
70.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 18-23538-rdd Doc 2379 Filed 02/04/19 Entered 02/04/19 08:00:13 Main Document Pg 43 of 77
Just a few excerpts from the latest Pacer filing today (77 pages) to get things moving along
mic drop!!!!!!!!!!!!
Independent Committees Approved The Proposed Sale
The Proposed Sale Is For A Fair Price And Maximizes Value For All Stakeholders
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); 18-23538-rdd Doc 2379 Filed 02/04/19 Entered 02/04/19 08:00:13 Main Document Pg 32 of 77
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))
67.The Buyer will emerge with a healthier balance sheet and improved liquidity, giving vendors greater confidence and the Buyer the opportunity for better payable and credit terms than the pre-petition Debtor, Kamlani Dep. 228:17-229:4. Specifically, the Business Plan provides benefits from a revolving credit facility of $1.2 billion, with availability at closing of over $400 million. Kamlani Decl. ¶ 23. Moreover, and its importance cannot be overstated, the Buyer will carry only $1.1 billion in financial debt compared to the $5.5 billion carried by the legacy entity and no going forward pension obligations
You don't need to tell anyone what you did or didn't do.
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