Sears Holdings Corp. (fka SHLDQ)

[jimr1717]

So the guy that would fail running a retail hot dog stand and has failed running these two companies is the winning bidder that is going to turn this pos proven garbage business model around. It isn’t his plan to finish stripping it’s prime assets right? Just say that to yourself a couple of times and let me know how it sounds to you. $SHLD Q

[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's Closing Date: 2/19/2019 or earlier

Bankruptcy Plan's 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)."

[Orion1972]

we'll see....

[alexjames81]

So no ruling until then?

[katano]

Shld(q) with or without Q will be here for many months trading plus or minus $10.00 range for a long time before it will enter the new co...


GL

[linda1]

That depends on the number of Common Shares
it intends to register and issue. Since ESL seems
to prefer a low O/S it will likely be valued in the
$ dollars.

Note that Transform Holdco is still a Private
Company so the price of Buys/Sells will not be so
readily available.

[jimr1717]

Very smart move

[linda1]

Which Company?

Transform Holdco is already a private Company -
which means any Shares of Holdco are Shares
of a Private Company and not as easy to sell/trade
as a Publicly traded Company.

If you mean a reorganized SHLDQ Company
it cannot go Private until it emerges from
bankruptcy and the Creditors may object to
Privatization since again it is not as easy to sell/trade
their Common Stock.

[Orion1972]

BOOM! I missed that but caught the sections about Intellectual Property Related Documentation... so lame. thanks linda1!

Just in case.

Consideration Securities means collectively, the Consideration Shares and the Consideration Warrants

[linda1]

It will definitely be Transform Holdco, LLC that will
be issuing the Securities Consideration - and
which Holdco Debt or Equity Securities have to be paid
to the Debtors on the CLOSING DATE of the Sale:


DOCKET 1730 - PG 74 of 315 - APA:


Section 4.2 Buyer’s Deliveries.

At the Closing, Buyer shall deliver to Sellers:

(a) the Closing Payment Amount less the Deposit Amount in accordance with Section 3.3;

(b) the Securities Consideration;

(c) the certificates of Buyer to be received
by Sellers pursuant to Sections 11.1 and 11.2;

(d) the Occupancy Agreement, duly executed by Buyer; .........................


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

[Orion1972]

if you look at the dockets that are due on the 14 are leases looking for taxes and maintenance, some of them are looking for school taxes for this year. lol

[alexjames81]

In case they need it.
I would not be surprised if the judge ruled next Monday only.

Unless he said specifically he will rule from the bench? I doubt it

[Omarprelude]

I was thinking the same but saw more Sears on Judge Drain's calendar on 2/14

[justthefactsmam]

sears is on the schedule for wednesday, thursday, and then again on thursday the 14th

[SPORTSPROPHET]

Unless they stretch this thing out, It's a done deal Thursday, shortly after lunch on the East Coast.

SP

[Patriots 2019]

Stay the course people ... keep holding $$$. The debtors need sears / Eddie to be profitable to get paid .

[Orion1972]

No court on friday or next week... schedule here

http://www.nysb.uscourts.gov/calendars/rdd.html

[berdboy]

dont expect anything official until next week imo.. shldq

[RiskyBoy1989]

Cool Thank you..

[CLOUD99]

Thursday

[RiskyBoy1989]

So if no decision by tomorrow.. will there be a hearing on Thursday or Friday? Anyone ?

[rokkdatstock]

20 or 80 isn't the issue. Money accumulated to trade the stocks is. I'm not 20 or 80 but SHLDQ is a great play multiple times for me so far. Not stopping until there nothing to squeeze of out their wallet into mine.

[SPORTSPROPHET]

Now that's good stuff...Thanks DD!

SP

[SPORTSPROPHET]

https://www.americanbulls.com/SignalPage.aspx?lang=en&Ticker=SHLDQ

[PennyStock Alert]

That must be why they call you DD, sir.

[PennyStock Alert]

Thank you for the confirmation and putting that to rest. The scare tactics by some are in fact a ruse to get people to sell.

[Gold prospector]

Great DD!

[DDStocks]

Institutional ownership reported at 70.74% on Jan 31, 2019

https://www.gurufocus.com/ownership/SHLDQ

[justthefactsmam]

according to sears and the pbgc, the maximum guaranteed pension benefit is $5,420.45 per month ($65,045.40 per year) for a worker who retires at age 65 with a single life annuity.

the maximum benefit will be reduced for an individual who begins receiving payments before age 65, and

the maximum benefit will also be reduced if a pension includes benefits for a survivor or other beneficiary.

while around 99% of those receiving benefits will not be impacted by sears termination of the plan and the pbgc taking them over.

pbgc does not guarantee:
benefits not vested when the plan terminates,
benefits if age, service, or other such requirements haven't been met,
increases and new benefits in place for less than one year,
early payments greater than those to be received at normal retirement age,
health insurance, life insurance, death benefits, vacation and severence,

pbgc generally does not pay lump sums exceeding $5,000
pbgc may recoup payments which exceed their guarantee

as usual, the upper tier, higher paid people will be more adversely impacted than mid to lower level employees.

doesn't seem like judge drain will have to deal with or be concerned about any severe impacts on pension issues.

[berdboy]

ABSOLUTE FACT...SHE IS SHORT ON SHLDQ AND USING HER INFLUENCE TO TRY AND MANIPULATE A SECURITY..

[StrategyTrader]

short sellers will have their day tic tac and flippers will be out of the game leave longs with the big prize get ready shorts.

[SPORTSPROPHET]

NICE JOB BOYS!!

[StrategyTrader]

with all the selling nice close .5699 I take it ;)

[intuitive3]

My thoughts too. Thanks for sharing yours. Respectfully intuitive

[Gold prospector]

Institutional ownership of SHLDQ:

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

[thelionwarrior]

All the more reasons Warren should be investigated with her insider trading inquiry on Sears.

https://www.foxnews.com/politics/class-warrior-elizabeth-warren-worth-millions-new-financial-records-show

[TigerInTheStreet]

Tomorrow it will go higher.

[BBANBOB]

Personally I would like to be involved in the re-emergence of SEARS as a going concern.

ANd to a degree yes I do, since they could even with a premium buy us out but we really would not participate in what is apparently trying to be built here.

So what if they pay me $1 per shares and the true value over time would have been $500 so yep I'd love it to stay in tact

[mojo joyo]

It will go lower tomorrow.things not looking so smooth.

[PennyStock Alert]

The type of stocks that I look for are “monumentally troubled stocks”. Buy them low and sell them high. SHLDQ fits that profile. If I was in my 80’s, I wouldn’t be trading a “monumentally troubled stock” like SHLDQ. I’m not, I am buying heavily today. Thank you whoever is selling :)

[StrategyTrader]

here she goes up watch the close all the sellers will regret except the flippers pretty soon we will be done with the flippers when we go past a buck.

[intuitive3]

Thanks. do you have concern regarding this company being taken private? Thanks!

[JMMatthews]

Long on Sears

SHLDQ $$$

[rokkdatstock]

Love watching monumentally troubled stocks when share price breaks out and people who were wise enough to play SHLDQ properly make money using only SHLDQ profits. What an easy way to work this stock.

[SPORTSPROPHET]

WHALES!! Put this issue to bed already!!

https://www.americanbulls.com/SignalPage.aspx?lang=en&Ticker=SHLDQ

SP

[rokkdatstock]

SoBar Wrong. The report posted shows 67% dumped but that means 33% remains. SHLDQ isn't for everyone. Just those with the ability to trade correctly and make money with it.

[TigerInTheStreet]

I have 40K plus shares. Not very worried. This is the calm before the storm. Wait for it.

[RiskyBoy1989]

Relax I have 50k shares and I’m still here intact with all the 50k. Hope that makes you feel little better.

Wouldn’t lie my 35k shares are up for sale at 0.80. If they want today or tomorrow they can have it.

[inouttrader]

I'm doing you a favor. .just chillax I will sell it back to you but of course with a hefty profit....lol...jk..

[Replacement]

I have a small position and have been waiting the run that has been talked about for days - sure seems like a lot of selling going on - I am concerned