Sears Holdings Corp. (fka SHLDQ)

[enthalpy]

RIP SHORTS

[cottonisking]

"Buyer shall cause any Affiliated Designee (or its regarded owner for U.S. federal income Tax purposes, if applicable) to be classified as a corporation or an association
taxable as a corporation for U.S. federal income Tax purposes at all times during the period
beginning on the Closing Date and ending on the effective date of the Bankruptcy Plan."

Buyer Closing Date: 2/19/2019 or earlier

Bankruptcy Plan Effective Date: 12/1/2019 or earlier





**** Docket 1730


"18-23538-rdd Doc 1730 Filed 01/18/19 Entered 01/18/19 22:46:50 Main Document
Pg 1 of 315

NOTICE OF SUCCESSFUL BIDDER AND SALE HEARING

.
.
.

WHEREAS, the Parties desire and intend that the transactions set forth in this Agreement,
together with the Bankruptcy Plan (as defined below), will, unless Buyer elects otherwise pursuant
to this Agreement, (i) constitute one or more plans of reorganization under section 368(a) of the
Code (as defined below) and as qualifying as one or more reorganizations thereunder and (ii)
satisfy the ownership requirements set forth in section 382(l)(5)(A)(ii) of the Code."

.
.
.

"Section 9.2 Tax-Related Undertakings and Characterization of the Transaction.

.
.
.
(c) Buyer (or its regarded owner for U.S. federal income Tax purposes, if applicable)
shall make (if not previously made) a valid election, effective on or prior to the Closing Date, to
be classified as an association taxable as a corporation for U.S. federal income Tax purposes
(unless one or more Affiliated Designees shall acquire all of the Acquired Assets and assume all
of the Assumed Liabilities). Buyer shall cause any Affiliated Designee (or its regarded owner for
U.S. federal income Tax purposes, if applicable) to be classified as a corporation or an association
taxable as a corporation for U.S. federal income Tax purposes at all times during the period
beginning on the Closing Date and ending on the effective date of the Bankruptcy Plan."


****

"Section 2.12 Tax Reorganization.

(a) The Parties intend that the transactions set forth in this Agreement, as structured and
implemented as described in Section 9.2(a), together with the Bankruptcy Plan (as defined below),
will, unless and except to the extent that Buyer elects otherwise with respect to a particular Seller
or Sellers pursuant to Section 2.12(b), (i) constitute one or more plans of reorganization under
section 368(a) of the Code (as defined below) and (ii) as qualifying as one or more reorganizations
thereunder (a “Tax Reorganization”).

Entered 01/18/19 22:46:50 Main Document
Pg 69 of 315
50
(b) Buyer may, at any time on or before the earlier of (i) 15 days prior to the effective
date of the Bankruptcy Plan and (ii) December 1, 2019, elect, by providing to Sellers written notice
of its election, to treat one or more of the transactions (each, a “Designated Sale Transaction”) set
forth in this Agreement as not qualifying as a Tax Reorganization, which election shall be effective
unless Designated Tax Advisor cannot provide a Tax Opinion that such Designated Sale
Transaction can be completed in a manner that would not be treated as a “reorganization” within
the meaning of section 368 of the Code; provided, however, that in connection with any such Buyer
election to treat all the transactions described in this Article II as Designated Sale Transactions
(resulting in no transfer of Sellers’ Tax attributes to Buyer), the Parties shall, if requested by Sellers
in writing, identify a business of the Sellers that would become part of the Excluded Assets and
consider in good faith any other changes to the structure of the transaction that are reasonable and
necessary as a commercial, bankruptcy law and other legal matter to achieve that result. If Buyer
does not elect pursuant to this Section 2.12(b) to treat all the transactions described in this Article II
as Designated Sale Transactions (resulting in no transfer of Sellers’ Tax attributes to Buyer), or
any such election is not effective, then Buyer and Sellers shall continue to comply with
Section 9.2(a)."

[PennyStock Alert]

https://www.investopedia.com/ask/answers/05/publictoprivate.asp

[nagoya1]

It's getting close to FLYDAY...

Them SHORTS, I can hear the sizzle....

SHLDQ

[Scotttrader80]

In Eddies book its called, Go BIG or Go Home

[Orion1972]

check this out.

Sears received five bids from parties interested in buying individual business units along with a couple proposals from buyers who would liquidate the company’s assets, but ESL Investments was the only bidder interested in acquiring the whole company and operating it, Sears said in a statement filed with the court Friday. ESL also has said it would bid on certain assets individually if the larger bid was rejected.

https://www.chicagotribune.com/business/ct-biz-bankruptcy-court-weighs-sears-sale-20190131-story.html

[linda1]

I’m really not clear on your question.

If taken private after emerging from bankruptcy, I think
either the Shareholders are bought out or the
Common Shares are delisted and the Shareholders
remain with an ownership interest in a private
Company and with Shares that are not easy to trade.

[Scotttrader80]

The transfer agent alone would be leaping from a tall building

[Scotttrader80]

TICK















TOCK

[Volcano]

Breaking out 70 tmrw

[linda1]

I think that would have to happen after Newco/Sears
emerges from Bankruptcy and issues the new
Newco stock - or would it not?

[Illini18]

What if taken private??

[linda1]

If the 363 Sale to ESL/Transform Holdco
is approved then the SHLDQ Shareholders’
Interests will be in what ever Assets and
NOLs/Tax Attributes are left with the Debtors
after the Sale.

I think that if the Debtors want to reorganize
and emerge from bankruptcy, and the collective
$ amount of the remaining Assets and
NOLs/Tax Attributes exceeds the
Liabilities/Creditors’ Debts, then I see the
Commons receiving new Newco/Sears stock.

However, until the 363 Sale is approved and
Closed and the Debtors subsequently file
financial statements showing the remaining
Assets and Liabilities, I am just surmising that
the Commons will receive some of the new
Newco/Sears stock if Sears reorganizes.

[Happycoins]

I was thinking the same thing Sears will go private.
Great news for share holders if that happens.

[alexjames81]

Excellent!

[Sinister667]

Also to add

“Drain, meantime, seemed at some points to have run out of patience with the lawyers for the unsecured creditors. At one occasion, Drain admonished counsel for the unsecured creditors for having “spent 20 minutes going over stuff that is unnecessary.”


“During Monday’s hearing, attorneys for the committee of unsecured creditors – which includes major mall owners like Simon Property Group that want Sears to go out of business –pelted Sears representatives with questions seeking to undermine the company’s case to sell itself.
But Judge Drain, who will make the final decision, appeared visibly annoyed at times with that line of questioning and interjected on multiple occasions with comments questioning the relevancy of those inquiries.”

Sources

https://www.cnbc.com/2019/02/04/sears-creditors-challenge-idea-lamperts-bid-will-save-about-45000-jobs.html

https://www.usatoday.com/story/money/2019/02/04/sears-esl-deal-could-unravel-judge-continues-bankruptcy-hearing/2731794002/

Go SHLDQ

[Illini18]

So what is your take is going to happen to our shares?? .10 or 10 bucks?? I read all your posts but have not seen where you said what is going to happen to our shares...

[linda1]

ESL will be receiving new Transform Holdco Common
Shares for its $ 1.3 B Credit Bid - if the 363 Sale is
approved - and so I don’t think it will care about its
SHLDQ Common Shares if this happens.

New Transform Holdco Common Shares will be worth
much more than any new SHLDQ shares.

On the other hand, Mr. Lampert may care more about
what happens to his SHLDQ common shares.

[PennyStock Alert]

This is starting to get really exciting!

[PennyStock Alert]

That’s not possible. A company cannot just cancel shares. They would have massive lawsuits

[Illini18]

That is if we survive without them canceling us out...hope they don't...wouldn't it be beneficial for them to tey to if going private?

[PennyStock Alert]

Some of the world’s most noted companies have gone from public to private, including Heinz, Dell Computer, and Hilton. In 2005, Toys "R" Us famously went private, when a purchasing group paid $26.75 per share to the company's shareholders. This was more than double the stock's $12.02 closing price on the New York Stock Exchange in January 2004. This example underlines that shareholders are indeed typically well compensated for relinquishing their shares to private concerns.

[PennyStock Alert]

If you're a shareholder in a company that is going private and there's a tender offer out on your stock, you may stand to gain substantially by selling the stock.

Although there isn't a set premium acquirers hoping to take a company private are required to pay, shareholders can reasonably expect to get a 10% premium over the market price by selling their stock to offerers. Sometimes it can be much more.

[Gold prospector]

Great Post! Makes me feel much better about my investment!

[PennyStock Alert]

There has been concerns about the possibility that if Lampert’s deal gets accepted, the company may go private. That is a definite possibility, and that is also a great thing for those of us who are buying at this level. Please read this:

https://www.investopedia.com/ask/answers/06/rejecttenderofferpublictoprivate.asp

[inouttrader]

BUY,BUY,BUY...BEEN LOADING HERE. ..WILL FLIP IN THE DOLLARLAND. ..JMO

[PennyStock Alert]

Exactly :)

[DDStocks]

Few notable tweets from the series

During Monday’s hearing, attorneys for the committee of unsecured creditors, which includes major mall owners such as Simon Property Group who want Sears to go out of business, pelted Sears representatives with questions seeking to undermine the company’s case to sell itself.

But Judge Drain, who will make the final decision, appeared visibly annoyed at times with that line of questioning and interjected on multiple occasions with comments questioning the relevancy of the inquiries by the unsecured committee of creditors.

[DDStocks]

Judge Drain told Sears to try harder to reach a final deal because it was his “very strong” preference to save as many jobs as possible, according to Sears board member William Transier.

[DDStocks]

Agreed... and some very happy traders as well

[DDStocks]

SEC filing proof that Holdings Common Stock will be used now and in the near future: Breakeven conversion price: $5 for 200 shares in exchange for $1000 of debt.

https://www.otcmarkets.com/filing/html?id=13161085&guid=2ia8UFrm_ADbgyh


Why would the Debtors link Holdings Common Stock to a January 5, 2019 deal, if Holdings Common Stock did not have a future with Holdings?

The Second Lien Term Loan(s) are freshly linked to Holdings Common Stock!

If securities data is not in a SEC report, the securities data is not a fact.

As Holdings Common Stock increase in value, these Second Lien Term Loan will also increase in value.


****

"UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 75) *


Sears Holdings Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
812350106
(CUSIP Number)

Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 17, 2019
(Date of Event which Requires Filing of this Statement)


.
.
.


Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:
“On January 5, 2019, the Second Lien Borrowers elected to pay interest on the Second Lien Term Loan by increasing the principal amount of the Second Lien Term Loan. In connection with this election by the Second Lien Borrowers, the principal amount of the portion of the Second Lien Term Loan held by JPP and JPP II was increased accordingly, and no cash consideration was paid by either JPP or JPP II in connection with this increase to the principal amount of the Second Lien Term Loan. As a result of the foregoing, (i) JPP may acquire up to an additional 559,095 shares of Holdings Common Stock within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock, and (ii) JPP II may acquire up to an additional 255,382 shares of Holdings Common Stock within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock.”

.
.
.

ANNEX B
RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF
SEARS HOLDINGS CORPORATION

Entity Date of
Transaction
Description
of Transaction
Shares
Acquired Price
Per Share
JPP, LLC
01/05/2019 Acquisition from Holdings of Second Lien Term Loans 559,095 (1) (2)
JPP II, LLC
01/05/2019 Acquisition from Holdings of Second Lien Term Loans 255,382 (1) (2)

(1)
Represents the number of shares of Holdings Common Stock that may be acquired within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock. Holdings’ obligations with respect to the Second Lien Term Loan may be converted into shares of Holdings Common Stock at the option of an eligible holder at a conversion rate of 200 shares of Holdings Common Stock per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).
(2)
Holdings elected to pay interest on the Second Lien Term Loan in-kind by increasing the principal amount of the Second Lien Term Loan held by"

https://www.otcmarkets.com/filing/html?id=13161085&guid=2ia8UFrm_ADbgyh

[jimr1717]

RIP COMMONS

[cottonisking]

"(b) Buyer may, at any time on or before the earlier of (i) 15 days prior to the effective
date of the Bankruptcy Plan and (ii) December 1, 2019, elect, by providing to Sellers written notice
of its election, ..."

*** google info


"Section 368 Subsection Type of Restructuring
368(a)(1)(A) Tax-free mergers and consolidations
368(a)(1)(B) Stock-for-stock exchanges
368(a)(1)(C) Stock-for-asset exchanges
368(a)(1)(D) Divisive reorganizations

3 more rows
Section 368 - Tax Free Reorganizations for Federal Income Tax"

*** google info

"[PDF] 201750006 - IRS.gov
https://www.irs.gov/pub/irs-wd/201750006.pdf - Cached
15 Dec 2017 ... 1.382-2T(f)(13), and the remaining I of Company's stock (by value) was owned by
... the 50% test in sections 382(l)(5)(A)(ii) and 382(l)(5)(E)."




**** Docket 1730


"18-23538-rdd Doc 1730 Filed 01/18/19 Entered 01/18/19 22:46:50 Main Document
Pg 1 of 315

NOTICE OF SUCCESSFUL BIDDER AND SALE HEARING

.
.
.

WHEREAS, the Parties desire and intend that the transactions set forth in this Agreement,
together with the Bankruptcy Plan (as defined below), will, unless Buyer elects otherwise pursuant
to this Agreement, (i) constitute one or more plans of reorganization under section 368(a) of the
Code (as defined below) and as qualifying as one or more reorganizations thereunder and (ii)
satisfy the ownership requirements set forth in section 382(l)(5)(A)(ii) of the Code."

.
.
.

"Section 9.2 Tax-Related Undertakings and Characterization of the Transaction.

.
.
.
(c) Buyer (or its regarded owner for U.S. federal income Tax purposes, if applicable)
shall make (if not previously made) a valid election, effective on or prior to the Closing Date, to
be classified as an association taxable as a corporation for U.S. federal income Tax purposes
(unless one or more Affiliated Designees shall acquire all of the Acquired Assets and assume all
of the Assumed Liabilities). Buyer shall cause any Affiliated Designee (or its regarded owner for
U.S. federal income Tax purposes, if applicable) to be classified as a corporation or an association
taxable as a corporation for U.S. federal income Tax purposes at all times during the period
beginning on the Closing Date and ending on the effective date of the Bankruptcy Plan."


****

"Section 2.12 Tax Reorganization.

(a) The Parties intend that the transactions set forth in this Agreement, as structured and
implemented as described in Section 9.2(a), together with the Bankruptcy Plan (as defined below),
will, unless and except to the extent that Buyer elects otherwise with respect to a particular Seller
or Sellers pursuant to Section 2.12(b), (i) constitute one or more plans of reorganization under
section 368(a) of the Code (as defined below) and (ii) as qualifying as one or more reorganizations
thereunder (a “Tax Reorganization”).

Entered 01/18/19 22:46:50 Main Document
Pg 69 of 315
50
(b) Buyer may, at any time on or before the earlier of (i) 15 days prior to the effective
date of the Bankruptcy Plan and (ii) December 1, 2019, elect, by providing to Sellers written notice
of its election, to treat one or more of the transactions (each, a “Designated Sale Transaction”) set
forth in this Agreement as not qualifying as a Tax Reorganization, which election shall be effective
unless Designated Tax Advisor cannot provide a Tax Opinion that such Designated Sale
Transaction can be completed in a manner that would not be treated as a “reorganization” within
the meaning of section 368 of the Code; provided, however, that in connection with any such Buyer
election to treat all the transactions described in this Article II as Designated Sale Transactions
(resulting in no transfer of Sellers’ Tax attributes to Buyer), the Parties shall, if requested by Sellers
in writing, identify a business of the Sellers that would become part of the Excluded Assets and
consider in good faith any other changes to the structure of the transaction that are reasonable and
necessary as a commercial, bankruptcy law and other legal matter to achieve that result. If Buyer
does not elect pursuant to this Section 2.12(b) to treat all the transactions described in this Article II
as Designated Sale Transactions (resulting in no transfer of Sellers’ Tax attributes to Buyer), or
any such election is not effective, then Buyer and Sellers shall continue to comply with
Section 9.2(a)."

[rokkdatstock]

SHLDQ is a great play. People who think it's done are hoping but Sears is far from done. A great stock to play

[jimr1717]

This pos is done. The same guy that put it here is bidding for it? LMAO $SHLDQ

[PennyStock Alert]

Exactly. And he has already stated that is a priority

[CaptStockWolf]

The Judge has a moral obligation to save 45 k American jobs. Simply not doing so would be completely un American

[BBANBOB]

OK whatever ya say!!!!!!! So far ours have filled!!!!!!!

And I bet any others created will as well......


Since this appears to be a real deal NOBODY likes gaps and any that wish for them, need to have been in the markets for 45 yrs plus and then talk about it and just how they never fill!!!!!!!!!!!!

I warned about ours here and was labeled a BASHER and that I was just hoping for it to go down, HARDLY but at the same time I have seen it far too many times then I care to recall......

[PennyStock Alert]

Good info on PBGC:

https://en.wikipedia.org/wiki/Pension_Benefit_Guaranty_Corporation

[alexjames81]

They should buy more Sears shares!!!!

[getmoreshares]

tic toc

[PennyStock Alert]

There’s going to be some very happy Sears employees on Friday, I believe

[getmoreshares]

Yes-- good news!
PanAM comes to mind-- those guys were shafted- SEARS is not going to leave the retirees out to dry- VERY GOOD NEWS

[PennyStock Alert]

Nice :)

[getmoreshares]

In connection with the Chapter 11 Cases, on January 29, 2019, the Company’s Board of Directors approved the termination of the Sears Holdings Pension Plan 1 and Sears Holdings Pension Plan 2 (together, the “Plans”), effective March 31, 2019, in a “distress termination” of the Plans under Section 4041(c) of the Employee Retirement Income Securities Act of 1974, as amended (“ERISA”). Accordingly, on January 29, 2019, the Company and its subsidiaries filed notices of intent to terminate the Plans in a distress termination with the U.S. Pension Benefit Guaranty Corporation, a federal agency which insures certain pension plans (the “PBGC”). If the distress termination is approved by the PBGC, the PBGC would assume sponsorship of the Plans, and all plan assets and liabilities would be transferred to the PBGC. The PBGC would assume responsibility to pay all future plan benefits, up to ERISA guaranteed limits, which are estimated to cover approximately 99% of all such benefits without reduction.

[thelionwarrior]

We are golden. Drain gonna sign it over to Lampert!

[LQMTinvestor2018]

Considering they own most of the common shares there is no reason to wipe us out

[linda1]

Yes for ESL, Senior Secured Debt and 40,000
workers.
Do not know yet for the Common Shareholders.

[berdboy]

actually they don't.. there are many big stocks with all kinds of gaps down low.. shorts and mm/s always try and push it down to the gap pps though.. shldq

[phillymillions]

Please no gaps! They’ll have to fill later!,,