Sears Holdings Corp. (fka SHLDQ)

[I-Man]

Well Mr. Lampert, these are the major concerns with all your Creditors:

The initial hearing before Judge Robert Drain of the U.S. Bankruptcy Court in White Plains, N.Y., lasted through early afternoon. It is expected to resume Wednesday as lawyers question professionals who worked on behalf of Sears during its bankruptcy and auction, and could continue into Thursday.

The creditors are challenging the sale, claiming Mr. Lampert and his hedge fund used stock buybacks, spinoffs and dividends to rake in billions while stripping the company of its best assets.

Mr. Lampert's ESL has repeatedly denied accusations made by the creditors throughout the bankruptcy proceedings.


And SEC filing yesterday shows this is in fact true if I understand what I am reading from recent Form 4 and you are/have been self-serving and double-dipping...

[mojo joyo]

Once again.judge has last say.nothing done yet till judge said so.
Did you went to school?

[thelionwarrior]

"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 solely to the extent 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therein, and any joinders thereto, that have not been withdrawn with prejudice, waived, settled, or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 Sale Order; provided further that: (i) all timely
filed objections to the assumption and assignment of a Contract or Lease that is not an Initial
Assigned Agreement, including, without limitation, as to adequate assurance of future
performance and to the payment of all amounts due and owing and performance of all other
obligations under a Contract or Lease, but not as to any other objections to approval of the Sale
Transaction itself pursuant to section 363 of the Bankruptcy Code, are adjourned and all parties’
rights as 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 Sale Order; (ii) no finding of fact or conclusion of law set forth herein with respect
to the assumption and assignment of the Initial Assigned Agreements shall apply, be binding upon,
be law of the case, or operate to collaterally estop any issue, with respect to the assumption and
assignment of any other Contract or Lease other than as provided in the last sentence of this
paragraph; (iii) no Contract or Lease with a Debtor other than the Initial Assigned Agreements as
set forth in Exhibit B shall be part of the Acquired Assets unless and until assumption and
assignment of such Contract or Lease is approved in accordance with the procedures in this Sale
Order; (iv) notwithstanding anything to the contrary herein (other than the last sentence of
paragraph 3 hereof), including, without limitation, paragraphs M, R, FF.27, and 28, nothing in this
Sale Order shall be a determination of the terms and conditions of the assumption and assignment
of any Contract or Lease not on Exhibit B, including, without limitation, the Assignee’s obligations
in connection with the same other than as provided in the last sentence of this paragraph; and
(v) notwithstanding anything herein (other than the last sentence of paragraph 3 hereof) or in the
Asset Purchase Agreement or any related document to the contrary, all parties’ rights are fullyreserved with respect to (x) all issues relating to the Buyer’s obligation to comply with all terms,
conditions, covenants and obligations, whether related to the pre- or post-assignment period and
(y) the issues set forth in clauses (a) and (b) of paragraph 59 of this Order (the “Reserved Lease
Issues”). 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. Notwithstanding anything to the contrary in this Sale Order, any
determination made by the Court in response to arguments made, including examination of
witnesses by objecting parties at the Sale Hearing shall be binding as to such objecting parties."

[thelionwarrior]

All thry are doing is finalizing the legal language. Its a done deal. Signing off on it by the judge is simply a formality. Any speculation that this is not going to happen is dead wrong


"PLEASE TAKE FURTHER NOTICE that the Debtors will appear on
February 6, 2019 at 9:00 a.m. (Eastern Time) before the Honorable Robert D. Drain, United
States Bankruptcy Court for the Southern District of New York, Courtroom 118, 300 Quarropas
Street, White Plains, New York, 10601-4140, to continue the hearing on approval of the Asset
Purchase Agreement and entry of the Revised Proposed Order.
Dated: February 6, 2019
New York, New York
/s/ Sunny Singh
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: [phone]
Facsimile: [phone]
Ray C. Schrock, P.C.
Jacqueline Marcus
Garrett A. Fail
Sunny Singh
Jessica Liou
Attorneys for Debtors
and Debtors in Possession"

[BeamMeUpScotty]

Receiving that kind of money would put the share price at way above $5 just on cash in the bank.

[growingpains]

400 Successful Stores Will Remain Open That's Reality 40000 Jobs Saved the Greedy are already comming up Short Hope the borrowed money and shares haven't been depleted dreaming about doing the impossible with a very successful Billion Dollar 400 store Retail Giant Time to conserve or bail guys Sorry

[mojo joyo]

Believed me I hope is a good outcome from this.but nothing is clear yet

[mojo joyo]

The deal is not done yet.judge has the last say.stop the none sense.pumper.is up to the judge.learn the law.

[thelionwarrior]

Read the documents. Facts are there. Deal is done. They are just ironing out the legal jargon and getting everyone to sign off on it. Just making small adjustments.

[Lcbm68]

The law might be the law and indeed it should be up help but in USA the power of the judges is to act in the best interest of those who are the weakest and need the help not the richest who only seek to profit at the expense of the working man and women. Believe me this is a slam dunk and Sears will move onwards and upwards ~ this economy also depends on judges all around our great country to enact the same way. Crisis or no crisis, we the people are being heard and that's the bottom line. The deal is done, and Everyman and woman knows it but Sears will survive thanks one way or another to Lambert whether we like to hear it or not. Go Sears go ......

[mojo joyo]

Hope is the right one over 40,000 jobs at stakes here.

[mojo joyo]

Not.longer it takes the less it favors the deal.I know the law pretty well...my wife is a lawyer.today is a big day.if not decision is reach.the lesser chances for Lampert.

[growingpains]

Longer the Jury's In Better the Outcome 40000 Jobs saved=successful negotiations

[mojo joyo]

Lies.deal not done till judge has his ruling.don't pump.get facts.there is nothing yet

[thelionwarrior]

The deal is already done. They are simply getting the court filed documents corrected. The new form 4 also reflects what is discussed in the second lien securities section filed. So all they are doing is finalizing everything

"PLEASE TAKE FURTHER NOTICE that on February 3, 2019, the Debtors
filed the Second Revised Proposed Order (I) Approving the Asset Purchase Agreement Among
Sellers and Buyer (II) Authorizing the Sale of Certain of the Debtors’ Assets Free and Clear of
Liens, Claims, Interests and Encumbrances, (III) Authorizing the Assumption and Assignment of
Certain Executory Contracts and Unexpired Leases in Connection Therewith and (IV) Granting
Related Relief (ECF No. 2738) (the “Second Revised Proposed Order”).
PLEASE TAKE FURTHER NOTICE that a further revised Proposed Order
(the “Third Revised Proposed Order”) is attached hereto as Exhibit A.
PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a
redline of the Third Revised Proposed Order reflecting changes made to the Second Revised proposed order"

[Sinister667]

I agree, plus since when does an employer guarantee an employee they will be around in x many of years??
Go Shldq

[WebSlinger]

<< Judge Drain cannot approve of this if in 5 years Sears no longer exists whether as its own entity or in a holding company. There needs to be guarantees that in 5 years there will still be 400 storefronts and 45,000 employees. >>

That is just a ridiculous statement.

The ESL deal is the ONLY deal on the table. If it isn't approved, then the alternative is that ALL 45,000 Sears' employees will lose their jobs IMMEDIATELY.

What is better for those 45,000 employees? To work another day, or to be fired immediately? The obvious answer of course is to work another day.

[StockNinja33]

Sears to gain $600-$800 Million Dollars in real estate sales on closed stores with 400+ profitable stores remaining.

[philaya]

closing some stores,a good move...sears too big,especially in bad times...

[AMPazzo]

Jobs play no role in the decision Judge Drain renders. If Judge Drain feels Sears cannot deliver to the Creditors with the Bankruptcy Plan set forth by ESL he will order Sears to Liquidate. Judge needs to act in good faith of the creditors not the jobs at risk to be lost.

Bankruptcy Court Judge Robert Drain has indicated that he would like Sears to survive if possible to save up to 45,000 jobs. But under bankruptcy law he has to decide on what's best for those owed billions by the troubled retailer.
Sears' creditors argue that the company is doomed to fail and want it liquidated.

[AMPazzo]

I think many things need to be sorted and protections need to be put in place if I was Judge Drain and wanted to approve this deal. There is no guarantee of jobs and stores remaining open if this deal is approved.

Their outreach came after Sears board member Transier testified Monday that the deal to sell Sears to Lampert's ESL does not preclude future job cuts or store closures.

Matthew Mason, a commercial real-estate consultant for Conway MacKenzie and former real-estate counsel for Sears and Kmart, said there's a good chance that ESL will continue to close stores following the deal until eventually there are none left.

Judge Drain cannot approve of this if in 5 years Sears no longer exists whether as its own entity or in a holding company. There needs to be guarantees that in 5 years there will still be 400 storefronts and 45,000 employees. Lets see how interested Eddie is in being a savior and burning his hedge funds money and his own money to keep this retail business going.

[PennyStock Alert]

This recent tweet shows the breakdown of the top ten owners and mutual funds holdings of SHLDQ:

https://twitter.com/jacksonjimm/status/1092876871853699072?s=21

[Orion1972]

Apple Inc's Revenue per Share for the trailing twelve months (TTM) ended in Dec. 2018 was $53.513. Apple Inc's 10-Year median P/S ratio is 3.42. Therefore, the Median P/S Value for today is $183.01.

Amazon.com Inc (NAS:AMZN) Median PS Value: $1,026.22 (As of Today)

[Orion1972]

not sure what 1* means
Value = Price/Sales3yr x SalesTTM

Where:
Price/Sales3yr = The 3 year historical average of annual median Price/Sales Ratios, maximum of 10
SalesTTM = The trailing 12 month sales per share figures

[squidster]

So your showing me a 1* stock, are you above or below the median ps value:)

[squidster]

I haven't looked at "said" assets but I heave researched those that have and they say "Eddie wins":) Any math to confirm 1 billion value or just conjecture?

[linda1]

It is an Affiliate of the ESL Hedge Fund and
is named as the “ Buyer “ in the APA so why
would it not be Holdco’s Securities?

The name change of Transform Holdco, LLC
to Sears......? will happen after the CLOSING DATE
of the Sale - which is expected this month.

Right now ESL does not own the Sears name
and that is why it is temporarily using
Transform Holdco, LLC as the Buyer.

[Orion1972]

https://www.gurufocus.com/ownership/SHLDQ look at the median ps value

[Orion1972]

squid if you look at the assets and current performance of said assets that eddie is trying to purchase with a judges approval and just his holdings alone come to just under one billion alone.

[squidster]

The company lost over $5/share according to the last financials, how can SHLDQ be worth just under $1/share?

[justthefactsmam]

i'm suggesting that transform holdco, although a registered company (and registered as a private company), will not be the name of the company eventually taking on the new name.

i would imagine that when securities are issued that it would be surprising if they were issued in the name of transform holdco.

that's like the name for ggp during their bankruptcy was topco. the name used for the howard hughes corporation portion of ggp which was spun off to existing shareholders was "spinco"

i still have shares of howard hughes and they are in the name of the howard hughes corporation, not spinco.

up until brookfield finalized the acquisition of ggp late last year i held shares of ggp although the company during the bk process was referred to as new ggp.

guess i'm not thinking they would have transform holdco on the stores you would go into when purchasing your next freezer.

however, if the "real" name used is one set up as a private company as well, then i share all of the concerns about ability to trade with no real market for securities which are not publicly traded.

think this post will max me out for the day so will pick up with you tomorrow. am a blood donor and tomorrow is donor day so might not be around during mid day. that will be a shame since tomorrow may be interesting.

[squidster]

Eddie bought a store and made billions, no arguments. Eddies worth 1 billion Warren's worth 85 billion again just stating facts. You stated buy and hold doesn't work, Warren would argue.
Eddie's equity holdings weren't worth a billion before the "Q" why would they be after? Not arguing he can't make a billion here. You know who won't, equity holders. Just a thought:)

[justthefactsmam]

no new form 4 out. the last form 4 filed for shld was 12/31/2018 and it described the million + shares lampert "returned" to sears which would have otherwise been a part of his pay package. think he did it to avoid any appearance of conflict given the bk filing.

it is described in footnote 1.

that same form 4 showed he had direct ownership of 32,348,233 shares and indirect ownership of 20,192,512 shares, indirect ownership of 150,124 shares and indirect ownership of 193,341 shares.

his direct plus indirect ownership is around 48+% of outstanding shares.

for all of the comment about 70% institutional ownership, that means around an additional 22% is owned directly or indirectly by institutions other than those associated with esl and/or lampert. based on roughly 109 million shares outstanding, there are around 24 million shares held by other institutions.

[linda1]

I don’t understand what you mean?

Transform Holdco, LLC is registered in
Delaware - on Sept 28, 2018 -

https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx


File No - 7077051


Transform Holdco, LLC is an Affiliate of
ESL Hedge Fund.

[linda1]

On PG 70 of 315 it discusses the Transfer
of the Sellers’ Tax Attributes to the Buyer.


Is it saying that if certain Assets/Sale Transactions do
not qualify as a Tax Reorganization then no transfer of
the Sellers’ Tax Attributes can happen?



“ (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). “

[justthefactsmam]

Since Holdco is a Private Company where will
it register its Securities?

remember, the apa provided it was buyer or buyer's designee. holdco is just a place name, even though esl is not a publicly traded company not necessarily sure that means whatever "real" name is used for the acquiring compnay that it will be private.

[tooltimetim]

Honestly, I'm definitely no expert, but until we see that undeniable spike in volume that precedes runs I think it's doing the sideways shuffle.
Until a PR comes out spelling out what's happening with commons it's steady as she goes. For me that means buy and flip these dips all day long.
I would rather chase then gamble personally.
I feel when all said and done 25 ps easy.
It's just which shares will those be?????
Only Eddie knows.

[StockRoomBully]

Well said. Where dobyou see this going next week? Price point?

[tooltimetim]

Still don't understand the argument.
If I buy a store and make billions from it doing whatever I want because it's mine, that's winning.
That's business.
Warren Buffet just saved Home Capital, how many people and institutions loaded up because he was backstopping deal?
1.5 years later he cashed out most of his position for a massive profit.
Business is business. Warren didn't have a problem surprising everyone with that rid bit. He could have held those shares what's it to him oh ya a bird in hand is worth two in the bush.
Eddie is a genious here. He's about to make more billions on this deal.

[Orion1972]

You do realize that eddies share in sears alone are worth just under a 1 billion when the q drops and trades at a justified pps?

[tooltimetim]

I dunno dude, looks like the last form 4 to me. I wait for linda1 and others to disect filings.
I don't speak greasy lawyer ha ha

[squidster]

Oh your right Eddie won but it has nothing to do with the stock, his equity ownership is worth 1.5mm:) Talk to Warren Buffett about buy and hold not working, Eddie can't hold his jock strap. Crookidest, really....

[andyk803]

What does this mean or significance for those less informed?

[tooltimetim]

New form 4 out

[thelionwarrior]

https://www.sec.gov/Archives/edgar/data/1310067/000089924319002680/0000899243-19-002680-index.htm

[Deweynami]

I read two articles that say they would not be surprised if the judge rules from the bench after closing arguments. Nothing for sure but seemed like an option. I personally think that a ruling that comes quick means that Sears lives on. I think the judge won’t mess with delaying and jeopardizing stock vale. He seems to want to make this work.

[Orion1972]

soon my evil empire will begin construction of my lair!

[PennyStock Alert]

Yes sir. Personally, I like the 70% institutional ownership the most. Absolutely amazing stock we have here.

[Orion1972]

did you guys see the median ps value on https://www.gurufocus.com/ownership/SHLDQ

[thelionwarrior]

How bout that form 4?