Sears Holdings Corp. (fka SHLDQ)

[TRUSTUNITS1000000]

Getting interesting around here

[linda1]

So were all of the Junior Bond Holders paid off
without new WMIH Common Shares?

[linda1]

Thank you for the correction.

Do you recall the approx $ amount of outstanding
Debt/Preferred Shares that received the
new WMIH Commons?

I ask because according to current filings by the Debtors
in the Bankruptcy Proceedings, it states that
the General Unsecured Creditors will receive 1%
recovery from the ESL Sale. I think this is the $ 35 M
paid to accept the ESL Credit Bid.

If correct - then the 1% means there is approx $ 3.5 B
in General Unsecured Claims which will likely receive
most/all of the new Commons in a reorganized Sears
Holdings.

[CaptStockWolf]

I’m holding from loading Friday. I’m riding this out. Fearless baby.

[Volcano]

Super week approaching

[inouttrader]

OHHHHHH LAWD THE DRAMAS HERE CONTINUE. .. THIS IS A NO BRAINER...DOLLARLAND BOUND AND MORE....JMO

[justthefactsmam]

no, never have said i think commons will be cancelled. as i have posted many weeks ago, i am long and at this point will continue to remain long.

seems like too many want to dream about what might be and ignore documents readily available which could be used to try to figure out where this may actually go as opposed to where one wishes it might go, based on virtually nothing.

[Volcano]

Final judgement day

[Large Green]

Releases had to be signed and returned by 3/2012 so when that was accomplished only 1.2 billions signed timely releases which is the number that counts.

[Orion1972]

Duck!

[BeamMeUpScotty]

How high did that one run to and over what period?

I still believe that as soon as the Q comes off that we will start seeing updates.

Considering the size of Sears even though that in many respects it is a shadow of it’s former self, I still think the market will receive those updates well and that they’ll be beneficial to the share price.

Let’s not forget once we get over $1 a whole new type of trader will start buying the stock.

I think we’ve already seen what that type of trader can do when we’ve see that controlled systemic buying and the bid support moves up each time to support the move.

So we’ve seen what a more sophisticated type of big board trader/ group can do with the share price.

I’d wouldn’t be surprised if the hedge funds who have such large chunks of shares which are all notifiable holdings start buying if ESL is successful as most of us here believe they will. They have a vested interest in ensuring the share price steadily appreciates and also making shorty cover.

If the company changes its name and CUSIP all at the same time all uncovered shorts have to be covered in the market at the prevailing price!

Some might have been lucky enough to have been in CY*NK which ran from pennies to $22 purely on a short squeeze.

I wonder what plans all the multiple hedge funds that hold so much stock have.

I think they’re more likely to take the price up say 20-30% <——- basically a steady systematic rise every day.

If the price graph rises at an angle steeper than 45 degrees the share price will fall back. If the share price rises more gradually we will keep those gains.

[BBANBOB]

interesting thanks

[Large Green]

Yes, linda1, the o/s with WMIH before Exchange was 1.2 billion common shares and there was also two preferred offerings that were turned into NewCo commons as well when the exchange happened. So on the Effective Date of 3/19/2012 there was a total of 200 million outstanding and then the 12-1 RS happens in 2018 making for around 91million o/s of WMIH/COOP.

AND now for the funny fact and that is SHLDQ still only has a total of 109 million shares o/s shares and a beautiful share structure in comparison so no doubt common will be solid in my view.

[BBANBOB]

For what and THERE IS NOW NO WMI except in BK Chap 11 which is apparently about to be closed out. Also all DA BOYZ heavy hitters DID sign off and they imho would have been the ones to do that if there was any recovery there and they did not

[CorruptionFighter]

Thanks Orion. Are you a Duck or grad? My ex wife went to OSU and many friends are Ducks. The civil war brings out the best in them, LOL! Great campus and location.

CF

[linda1]

Sounds like Shareholders who wanted to sue WMI?

[buxcapital]

;$

[BeamMeUpScotty]

It’s been said that due to the weight of US coins tails is likely to come up 60% of the time. So pick tails in future! Lol

[Orion1972]

could it be political and Warren showed her hand? because money wise it make no sense.

[BeamMeUpScotty]

It’s not likely is it really. Folks just don’t get it but they should!

[BBANBOB]

Sure no problem

That number still befuddles me, why would anyone NOT sign off and want to participate???????????????????????

I mean DUHHHHHHHHHHHHHHHHHH!! you either might get something(we got shares) or you are promised to get nothing!!! DOUBLE DUHHHHHHH

Major DUH to me oh well it was their money and their choice to do one or the other.

This thing smells just like WMIH set up wise, and the very same authors that were used at WAMU are being used here, I call em

WE'LL, GET YA & MANGLE ya(W,G&M) LOL

[linda1]

Thank you for the correction - 1.2 B of the 1.7 B O/S
of WMI received new Commons.

[BBANBOB]

Agreed anything COULD happen here!

Now based on your numbers used, do any here really thunk the ESL/EDDIE is gonna cancel out not only his 39 mill shares he holds now but ALSO another 260 mill?????????????????????? or a total of 299 mill shares of the company?

[linda1]

Thank you very much.

Keep in mind that my opinions do change as I read
and learn new information.

[Orion1972]

Cheers!

[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.