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So is Sears done. Sears in novi michigan is having a store closing sale. Are they all closing down or is this a good time to buy shares.
Judge Drain has said he expects the hearing will spill into multiple days and that he could issue his ruling from the bench at the end of the process. The filings show that Sears hopes to have a decision approving the sale by Friday February 8, and that it hopes to close the sale by February 19.
Not all the objections filed in the case are seeking to have the the company liquidate. Most are arguing specific objections to one or more terms of the proposed sale. If Judge Drain agrees with some of the objections, it could kill the deal and leave no choice but liquidation.
So far, the judge has appeared to be giving Sears every chance to save itself. At a January 18 hearing he said "it would be a very good thing" if there were a way to save the 45,000 jobs at Sears and Kmart. But those employees are not the top priority under the nation's bankruptcy law.
Instead, the hearing will focus on returning as much money as possible to those who are owed money from Sears. And the committee of major creditors objecting to the deal are owed more than $3 billion. They have argued repeatedly they don't believe it makes sense to try to save Sears. They called the plan to stay in business "nothing more than wishful thinking " and "an unjustified and foolhardy gamble with other people's money," in one of their filings.
https://www.kion546.com/news/economy/sears-moment-of-truth-is-coming/998976747
linda,
have you spent any time with page 85 of docket 2339?
it is put forth as an example of how a 363 exchange would/might work as a tax reorg.
deloitte cites an irs letter ruling 201025018 which they utilized to prepare this chart. although private letter rulings can not be relied on by other parties, it does provide evidence of what might be able to be done in this case. i downloaded that letter ruling and it does track with the diagram but doesn't specifically provide for shareholders.
what bothers me about the diagram example is the "strike line" between the SH's (shareholder) circle and that of the Debtor. certainly seems to imply shareholders are disenfranchised in some way. any thoughts on that?
that aside, as i see it, the diagram applies in our case in the following ways from what i have gleaned from the various docs and comments.
newco is esl and the lenders 1 and 2 are representative of the bank lenders esl lined up when they made their final bid which was approved by shc.
newco (esl) is providing $5.2 billion in consideration to debtor (shc and its various subsidiaries).
part of esl's bid was a "credit bid" which served as a cancellation of debt "cod" and which probably also served to reduce a portion of the nol benefit. in exchange for that cancellation of debt, esl (according to the transcript of the auction sale) received stock in newco.
when the debtor offered to sell esl certain assets, shc retained the unwanted assets. my assumption is the unwanted assets were the locations which were closed and are currently in the process of being liquidated an/or monetized in some way. what assets other than the announced store closures are being retained by shc i do not know.
if esl's bid is approved, shc must liquidate its remaining assets in some discrete period of time in order to preserve whatever nol's esl might be able to utilize. in other words, shc can not drag out the liquidation process for years.
deducting $1.3 from the $5.2 bid leaves $3.9 billion going to the debtors from esl. the "apa" provided for the rollover of senior debt and provided for paying off the 2020 real estate loan ($544 million) and various items associated with the second lien term notes, credit facility and pik notes ($433 million). that takes the consideration down to $2.9 billion.
seems like the fly in the ointment will be unsecured creditors. going back to the diagram, it says the debtors plan to liquidate, distributing it remaining assets to debtors claimholders (unsecureds?). guessing the unsecureds don't feel those proceeds will be enough to make them whole and they want complete liquidation.
notice also that part of the consideration to debtors from newco is common stock and warrants of newco (which debtors say they may sell. possible that unsecureds don't want to have to take stock and warrants in newco as part of their consideration (although the judge could force that).
SO, while this diagram doesn't show any consideration going to common shareholders, the provisions of executing a 363 exchange certainly do indicate the composition of newco be similar to that of what was acquired. this is where all of the discussion of not having commons wiped out comes into play.
it certainly seems since the debtors are getting newco shares and newco is not getting shc shares that there will be a shldq cancellation with the elephant in the room being whether or not newco shares are distributed to shc shareholders in some prorata way.
if shares of newco are considered to be of greater value than the shares being surrendered, then one could expect the exchange would not be 1 to 1.
so much is left undone regarding how this restructuring will be handled pending judge drain's ruling this week. if approved, then there will begin some real work on a por, holdco's structure, liquidation of those things for which sears will be responsible, the execution of a cooperation agreement (not the exact term but a docket was recently filed indicating that would be coming).
posting excerpts from a very recent article commenting on judge drain's activities this week after i submit this.
I know and shouldn't have said you, should have said DO ANY REALLY BELIEVE he would!!!!!!!!! my bad
I read in a WMI 10-Q filing that it had approx $ 7.5 B
in NOLs when it exited Bankruptcy - which were
later reduced to approx $ 6 B due to an ownership
change when it issued the new WMIH Commons.
If the WMI POR based the distribution of the
new Commons on the valuation of the NOLs and
remaining estate Assets, then that could explain why
the Shareholders received some of the new Commons.
$ 7.5 B NOLs = $ 7.5 B Preferred Shares.
The value of remaining estate assets = new Commons
for Shareholders.
If the Sears’ Unsecured Creditors are owed $ 3.5 B
and the Tax Attributes are $ 6 + B, then that should
equate to the Commons also receiving new Commons
for the remaining value of the NOLs.
Linda yes there is a large unpaid debt of 13 bill, but along those same line how then did WMIH obtain a 2.7 bill $$$$$$$$$$$$ bridge loan to buy NSM a NYSE listed company
Can ya say
THINGS THAT MAKE ME GO HMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM
I can and do
THEY KNOCKED OUT THE APR there which as I am sure you know is , UNPRECEDENTED!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!
Weird chit goes on in these BK's right
linda1, we still do not know for sure as the court registry accounts are sealed. There are three Wells Fargo accounts were set up early on and those to are restricted for now.
Once the last creditor is paid which will be before the end of Feb/2019 and the case is closed sometime in 2019, we should then know more about the flow of monies from Safe Harbor bankruptcy remote sources and those sealed accounts.
Have they received any monies at all from JPM?
That is a very large Debt of $14 B to go unpaid
for so long.
Just another reason why I think commons are very solid here and will be left intact by themselves or through an exchange BUT whatever they do the tax attributes (NOLs) will be a LARGE priority in my view.
linda1, the Junior Bondholders are in Tranche five and they are not paid off yet in the ongoing WaMu bankruptcy case that will now be closed within two months BUT are the responsibility of JPM which total around 14 billion.
Possible 4 dollar bullish move if all goes well
Missed our, pay 0.2 sell st .4 buy back .2 so if goes to zero break even
Getting interesting around here
So were all of the Junior Bond Holders paid off
without new WMIH Common Shares?
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.
I’m holding from loading Friday. I’m riding this out. Fearless baby.
Super week approaching
OHHHHHH LAWD THE DRAMAS HERE CONTINUE. .. THIS IS A NO BRAINER...DOLLARLAND BOUND AND MORE....JMO
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.
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.
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.
interesting thanks
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.
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
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
Sounds like Shareholders who wanted to sue WMI?
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
could it be political and Warren showed her hand? because money wise it make no sense.
It’s not likely is it really. Folks just don’t get it but they should!
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
Thank you for the correction - 1.2 B of the 1.7 B O/S
of WMI received new Commons.
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?
Thank you very much.
Keep in mind that my opinions do change as I read
and learn new information.
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
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.
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.
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
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
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
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.
BUY,BUY,BUY LOAD AS MUCH... THIS CAN GO DOLLARLAND $1 TO $40 DOLLA HOLLA. ..JMO
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!
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.
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