Sears Holdings Corp. (fka SHLDQ)

[buxcapital]

Pensions have nothing to do with a RS or commons my man they are paying the pensions because that’s what they are there for. And this will look very bad to the judge Eddies in trouble

[justthefactsmam]

if the transcript of the auction and discussion in docket 2339 are to be believed, let's say that esl does cancel its $1.3 billion debt in exchange for shares.

there has been discussion on the board regarding some docket discussion that $1000 of debt could be exchanged for 200 shares. applying that math to esl's $1.3 billion means that an additional 260 million shares would be issued to esl.

apply that same math to any other secured or unsecured creditors who might be exchanging debt for equity and the outstanding shares will be significantly more than what's out there now pretty much shredding the $41/share fantasy.

while i don't mind the dilution and believe it will be necessary to get this deal done if the commons are to be saved, there will still be multiples over the $0.20 - $0.50 basis some now have.

[BBANBOB]

Linda

Of the 1.7 bill some 500,000 mil did not elect to participate and did not sign waivers so, the actual numbers used in the restructuring or in the issuance of newco shares WAS IN FACT 1.2 bill.

[BBANBOB]

Appreciate the response TY,since that now makes any posts SUSPECT, I really hope ya have a blast with the short position..........

Remember the coin is in the air on this one still but coins don't normally land on their edge so, let's call it 50/50.

I'll call heads so that leave you bobviously tails

Heads we survive tails we don't

[linda1]

The WMI O/S was actually much higher - in the 1.7 B
range as of July 31, 2008 - per 10-Q:

The number of shares outstanding of the issuer's classes
of common stock as of July 31, 2008:

Common Stock — 1,705,359,302

[CorruptionFighter]

linda- Thank you for taking the time to read through the arduous legal docs and provide an easily understood, comprehensive perspective. I have learned a lot from your comments as well as justthefactsmam. Both of you are very helpful to this board. Thank you both!

Enjoy the day.
CF

[Shyguy101]

So if shld is at 0.05 a share after bk and we looking at 8x increase in sharevalue All of us are at .40 still. With lest debt, positive outlook this is still a great buy.

Scenario 1 ) I put out .50 cent it might go down to .40 cent but it will go up in due time.....

Scenario 2) I put out .50 this thing pop who knows where.

This is a no brainer.

[inouttrader]

BUY,BUY,BUY LOAD AS MUCH... THIS CAN GO DOLLARLAND $1 TO $40 DOLLA HOLLA. ..JMO

[buxcapital]

We all know this will not go to the .60+ again so where I re took a short position @ .56 is GOLDEN I really closed my short position about a week ago thinking a turnaround was a possibility but I retook it after the ownership update BIG trouble ahead!

[Volcano]

Super volcanic explosion Monday

[tdbowieknife]

Eddie Lampert still trying to milk this thing? People no longer like Sears. lousy customer service and little trust.


'

Buyer Beware



..

[linda1]

I think that depends on how much is still owing to the
Creditors after the ESL/363 Sale and the
Liquidation of designated Assets, and how much the
Tax Attributes will be valued at.

If the Debts owing to the Creditors are higher than the
value of the Tax Attributes then the issuance of
new Commons could all go to the Creditors.

However if the Debt to Creditors is less than the value
of the Tax Attributes then the Shareholders should also
receive new Commons.

Normally in a Chapter 11 all of the new Common Shares
go to the Creditors who have not been paid in full.

The $ 5+ B in Tax Attributes could make a difference in
the Creditors voting for a POR that saves the Commons
to preserve the NOLs - if there is not more than 50% of
old Debt - at least 18 months old pre bankruptcy - to
receive the new Commons.

[growingpains]

Shorts living on over borrowed amts and time in to deep already

[linda1]

Yes - as you say it is just guess work at this
time. As a POR is being agreed upon amoung
the Creditors info will leak out no doubt.

[growingpains]

Short Loans = Huge Risk Banks won't Back

[linda1]

The O/S of WMIH was way higher than Sears Holdings.
Wasn’t it in the 1.8 - 2 B range?

[linda1]

With the next filing date of June 12, 2019 for the
POR, there is plenty of time in between to review
- per Financial Statements - what remaining Assets
and Liabilities are left with Sears Holdings after
the ESL/363 Sale is approved.

ESL holds both old Debt - more than 18 months old
prior to Bankruptcy - and pre Bankruptcy Commons,
both of which preserve the NOLs. So yes I am
inclined to agree that the Commons will survive.

However - per the Rules such a Plan must be voted
on and approved by the Unsecured Creditors.
And if they are not being paid in full prior to the distribution
of the new Commons they may not agree to such a Plan.

[BBANBOB]

Linda

IN the scenario you put forth about issuing creditors NEW shares would that not take care of them and make them paid????????????

Thus allowing this to just move on???????

[growingpains]

Increased PPS Banks Cancel Short Loans Deposit More Immediately or Else

[spotonge]

LOCKED and Loaded a RS will never happen Pensions have even been covered Do some DD

[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."