Sears Holdings Corp. (fka SHLDQ)

[buxcapital]

Yes looking for high .39s tomorrow

[PennyStock Alert]

Thank you for the update sir.

[StrategyTrader]

Sorry correct was Ackman typo error i was comparing bk possibilties

[justthefactsmam]

if you want to know what actually happened with ggp, read this:

https://turnaround.org/sites/default/files/5.%20Paper%20-%20GGP%20-%20NYU.pdf

[justthefactsmam]

eddie lampert had nothing to do with getting ggp out of bankruptcy. it was bill ackman who engineered ggp's emergence from bk.

[justthefactsmam]

ggp didn't have the problem of more liabilities than assets. their problem was an inability to rollover or refinance their debt. the crash had just occurred. ackman primarily came in prior to bk, purchased a lot of the debt and equity and when ggp filed ackman was in the catbirds seat as a white knight.

nobody was left holding the bag in that case. i believe all creditors were made whole and all commons survived in a 1 for 1 exchange

[Illini18]

For you...we are sitting good over here with our shares...

[buxcapital]

This one might get ugly fast!

[StrategyTrader]

for those that do not know it was Edie Lampert who got them out of CHAPTER 11, I was there sold my common share under 29 bucks made a loot. Will do the same here I trust Eddie let it play.


Lampert said he will maximize shareholder value with the buy out offer.

[DDStocks]

SHLDQ statistics:

1) Sears/Kmart has a 109 Million OS

2) Less than 30 Million Float

3) Current Market Cap of $58 Million

4) The top 425 profitable Sears/Kmart stores will remain intact

5) $5.2 Billion buyout accepted last week and to be confirmed by Judge Drain this week

6) $5.2 Billion divided by 400 stores is $13,000,000 valuation per store

7) Current Market Cap of $58 Million divided by 400 stores is $145,000 per store

8) CEO and insiders own over 70% of the float

9) At least 40,000 US jobs are
saved

10) Share structure remains intact and no evidence otherwise than scare tactics on IHub by Shorts

11) Over 11 Million shares of the less than 30 million Float have been shorted

12) The Buyout has been accepted by Sears and now only needs Judge Drain’s approval

13) $5,200,000,000 buyout / 109,200,000 shares = $47.61/share

[StrategyTrader]

Judge Gropper told the rest of the U.S. commercial real estate industry, “I urge you to avoid Chapter 11 and restructure out of court if possible.”

[StrategyTrader]

for the purpose of comparison GGP took a year to get out of BK OWED Billions of dollars everyone said common will get nothing based on court documents and how people interpreting the law. was hush hush as they were sifting through the process the price was going up slowly every day and boom there was this release. I believe they keeping a lid on Common Shares till later after approval.

see bellow link for comparison

https://www.reuters.com/article/us-generalgrowth/general-growth-cleared-to-exit-bankruptcy-idUSTRE69K41320101022

[justthefactsmam]

remember, if the judge rules against els that esl is a secured creditor with first take on some of the properties. he made sure his loans were secured by property.

either way, lampert wins but he wins much bigger if his bid is approved.

[Orion1972]

what scheme? get the Left outta your head. Lambert bought back 5billion shares with his own/esl money.

[Orion1972]

it looks to me that lambert and friends would lose 40+ million at current pps and if the judge declines the deal he could be out 60 milion.. the 40 million isnt much to lambert and friends but the potential of said share could be huge.. at $10 pps that is a three quarter of a billion.. if he swings the business around and competes with similar stores Kohles, target, walmart and Kroger, their holdings could be in the billions. if he expands his partnership with amazon/ wholefoods..... the plan is to reduce footprint 20 to 30k sqft per store the average sears store is 138000sqft whole lot of room in good locations for wholefoods. its just a hunch but entertain this. kohls is 66.69pps, target is 71.17pps kroger 28.07pps, walmart 93.86pps with an average pps between them of 64.94pps 4.9 billion for their commons. Now I know that isnt a reality, but amazon is looking to expand its wholefoods footprint, sears has leases or outright own stores that are bigger than their purposed square footage... foot traffic for sears and relestate for amazon.. ok I'll put down the pipe but still..

[RiskyBoy1989]

Thank you for that so first pop will happen if Judge approves the deal... next pop will happen if commons survive.

I have a same game plan to hold long if judge approves it in the favor of Lampert and sears. If not peace to the Middle East!!

GLTU

[justthefactsmam]

if the judge doesn't approve i'm out and hope to not have a total loss.

if the judge approves, i'm holding until something definitive comes out re: the por. again, if commons don't survive i'm out and hope to not have a total loss.

if the por comes out and the commons survive, i am skeptical newco will have a game plan which keeps the stores viable and i will be looking for an exit point within a 1-3 year timeframe.

if newco becomes a reit, i will feel a little more encouraged about longer term prospects which would include selectively repurposing stores. i believe there is a lot of upside in the chicago metro corporate headquarters. they have over 2 million square feet of office space which over time could produce great value. additionally, i believe they have over 200 acres in their corporate hq site which can be developed.

i hold no prospects this will be a $40 stock. i would feel great if this were to get into the $10-$15 range.

who knows? maybe eddie will surprise us all.

if there really are 12mm shares short and some type of insane squeeze were to occur, i might look to cash out.

i'm not in this looking for a double or triple. already have more than a double and can't really sit on my computer to day trade and maximize flips.

[katano]

This month we shall hit one year high and end of the year shall hit three year high...

SHLD(Q) is not going out...

GL

[squidster]

Under Lampert’s guidance the company hasn’t turned a profit since 2010
At issue on Monday will also likely be the motivations behind Lampert’s efforts to save Sears. Its unsecured creditors have cast doubt in the altruism of Lampert’s efforts. They say his proposed deal is “nothing but the final fulfillment of a years long scheme to rob Sears and its creditors of assets and employees of jobs while lining Lampert’s and ESL’s own pockets.” They also doubt Sears’ post-bankruptcy viability and its ability to avoid a second trip to bankruptcy court

[RiskyBoy1989]

What your game plan... I’m holding 50k also... added 15k more on the last dip at .46.... any suggestions? I have a game plan but wanna know what’s your approach for next week!!!

[swingingRichard]

The share price does not support that idea.

Shorts are SCRAMBLING

[justthefactsmam]

no, i don't think that. i'm holding 40k shares and i do think commons will survive in some way which is why i'm still holding.

my basis is .232 so if it gets flushed it's a scratch, not a cut, a wound, or anything fatal for me.

i still look at all of the stock esl/lampert and his other entities own and even though he might trade his debt for shares in newco (transform holdco) why wouldn't he want to get additional consideration for his commons? with only 109 million shares outstanding and he and his entities have control over 70+% of those shares, he's not giving up much to have ALL commons preserved, again, in some fashion.

also seems retaining all or a portion of the nol's is linked to common shareholder survival.

if you decide to hold on until certainty is obtained, the rush to the exits if commons are screwed will probably mean a severe buzzcut.

that could all happen this week if esl's bid is not approved by the court. even if esl's bid is approved it will probably be weeks and weeks before a por provides any certainty.

[justthefactsmam]

linda,

why does transform holdco have to merge with sears holdings if holdco has purchased specific assets (a lot of which gave rise to the nols at issue)?

my thought (totally uneducated by my own admission) is that the sears holding company will in fact be liquidated and go away and there will be nothing left to merge with newco.

notice in the example given on the diagram on page 85 of 157, the debtor (shc in our case) was left with the unwanted assets (i.e. the closed stores and some other things which it is liquidating) and then according to the verbiage in the example "debtor then planned to liquidate, distributing its remaining assets to debtor's claimholders. (esl is no longer a claimholder at this point).

also note on page 86 of 157 that debtor must retain more than an INSIGNIFICANT active trade or business. the complete discussion on page 86 of 157 leads me to think sch will not survive to be merged.

[Illini18]

So you really think current shareholders are screwed??

[justthefactsmam]

linda,

as noted on page 78 of 157 of docket 2339, the nol's were specific to various entities within the sears umbrella. there is some discussion which seems to indicate all of the nol's might not flow as a lump sum because of that.

also, cancellation of debt may be specific to an entity and that could cause a reduction in nol's via the cod.

for instance, it would seem that the cancellation of $1.3 billion of esl debt would serve to reduce some of the nol.

deloitte is still working on those issues.

[justthefactsmam]

and to think i was departing for the evening.

linda, you asked:

"How can ESL’s Debt cancellation be converted
into NEWCO - Transform Holdco - Stock when Newco
is a separate Entity from Sears Holdings?

May I ask where you read the above? Thanks."

my first thought would be that newco, which IS a separate entity from shc, will be issuing shares in its own company (i.e. newco) and some of those shares will be issued to esl (probably as newco's main principal investor/owner) in consideration for what esl contributed to newco as part of the purchase price paid to shc. that contribution (esl's secured debt from shc) is what is being contributed and the compensation for that debt will be shares of newco.

so, where did this scheme get hatched? look at page 85 of 157 of docket 2339. that diagram represents a bc section 363 exchange which was put forth as one way to preserve some/all of the nol's for newco. while that specific diagram was based on an irs private letter ruling to some other company, deloitte or weil used it as an example of what could be done in the particular case of transform holdco providing consideration to shc (in this case, partially in the form of a credit bid).

don't try downloading docket 2344 on your phone or it will blow up or lock up. it is quite long.

look on page 237 of 598 of docket 2344 and starting at line 20 which continues onto page 238 of 598 from lines 1-3 there is a specific provision in esl's revised bid (which is the bid accepted by shc as a qualified bid) which provides for the issuance of newco stock in exchange for the credit bid.

shc's consideration is $1.3 billion in debt to esl which they do not have to repay and esl's consideration is stock in newco.

IF, IF, IF esl's bid is approved by the court, it is my expectation that transform holdco will get a "real" name, a filing/prospectus will be submitted to the sec authorizing shares in the newly named company, and some of those shares will be issued to esl in consideration of the $1.3 billion debt cancellation.

it is my expectation that shldq shares will be cancelled and IF, IF, IF those shares do not become worthless, we will see in a plan of reorganization a provision for issuance of newco (whatever the renamed company is) shares to commons (in some fashion) probably to some other secured creditors, and then to unsecured creditors as well.

in order to determine what number of shares might go to the creditors, it seems that knowing the surplus from the shc liquidation is paramount, unless creditors waiting to be paid agree to take newco shares in exchange for cancelling their debt. at that point, not sure, but if there is still any surplus remaining, that might go to transform holdco (real named company)

those are my thoughts on how this might play out but the exchange of debt for shares was part of esl's revised bid as noted above.

[growingpains]

Short $ Tiny compared to Sears sorry guys you really don't compare

[Volcano]

110% right on
Once $1 reach

[linda1]

I think you are missing that in order for Sears Holdings
to emerge from bankruptcy and merge with Holdco
it cannot liquidate ALL of its Assets and must be a
viable business when it emerges in order to preserve
the NOLs.

And Holdco will not merge with Sears while it is in
bankruptcy because of the outstanding Debt -
which needs to be converted first into new Sears stock
before any merger consideration.

[xelroy1]

buxcapital, why dont you explain now what will happen??

[linda1]

Per Docket # 2339 - the NOLs were $ 5 B
as of Feb 3, 2018.

Another $ 1.9 B in Losses - from Feb 3 to Nov 3 2018 -
was incurred according to this quote from a
news article:

“ Just one day prior, Sears reported racking up
nearly $1.9 billion in losses during the nine months
ending Nov. 3. More than half of those losses
came during the final three months, during which
Sears filed for bankruptcy protection, according
to a quarterly financial report filed Thursday. “

This could mean that as of Nov 3, 2018 the
NOLs were $ 6.9 B.

[Smilin_B]

Lol

[linda1]

How can ESL’s Debt cancellation be converted
into NEWCO - Transform Holdco - Stock when Newco
is a separate Entity from Sears Holdings?

May I ask where you read the above? Thanks.

[buxcapital]

This week it will my friend and I’ll be here to explain whats going on every step of the way!

[BBANBOB]

Commercials is all I watch it for really and they have been pretty weak the last couple of yrs

[justthefactsmam]

you're welcome, cf

done for the weekend. will just wait and see what breaks. not particularly a football fan but for those who are, enjoy the superbowl. as usual, looking forward to the commercials.

[katano]

Shld(q) will never see under 0.50 again...

[CorruptionFighter]

Thank you for all the work reviewing doc's and providing us a summary JTFM!

It's looking more favorable for investors in SHLDQ commons based on agreements made 1/19. We'll see how this week unfolds.

Enjoy the rest of your weekend and thanks for the effort.

CF

[BeamMeUpScotty]

One Dollar by the end of the week then the big board traders take over the stock and systematically take the price up 20-30% each day

[mojo joyo]

Not tomorrow .by end of week.read news. tomorrow is the start.

[BeamMeUpScotty]

Enough said. The employees should be the first to know that their jobs are safe. Hope your kid has fun with the stuff that you bought him

[Volcano]

Judgement day tmrw

[inouttrader]

SHORTS ARE SWEATING SOO MUCH YOU CAN CREATE A SWIMMING POOL. ...LOL..JMO

[Volcano]

Super explosion Monday

[Orion1972]

good read, thanks.

[Scotttrader80]

Since Sears evidenciary hearings are scheduled for both Monday and Wednesday according to Drains calendar there's a better than good chance things will carry over to Wednesday.

so much has been filed i can't see any way this will not carry over into wednesday.

[justthefactsmam]

finished going through the transcript and exhibits to the auction sale.

of note was a comment that sears had specifically picked this particular venue to file for bankruptcy because of the court's favorable treatment of workers. certainly seems the argument of keeping 45k jobs might loom large.

additionally, after seeing all of the coverage of federal workers on furlough and not being paid standing in food lines and worrying about losing their homes, it would be a difficult decision to rule for liquidation and throw them out of work at this time.

esl did step up in its final offer to guarantee some 40k+ jobs through sears fiscal 2020 which ends january 31, 2020. so if the judge approves, those workers will have at least 1 year of guaranteed benefits which i believe would include severance.

in my post 17653 i laid out the major concerns raised by the committee of unsecured creditors. below are the changes esl made to its bid which were those final changes leading to shc agreeing to make esl's offer an approved bid.

(1) esl agreed to assume the entirety of the $350 MM junior dip which will be rolled over into newco
(2) newco to pay $19 MM in transfer taxes
(3) newco to assume $4 MM in mechanics liens
(4) newco to purchase the cash and store registers estimated at $17 MM
(5) debtors to retain $13 MM in hurricane insurance proceeds
(6) newco to acquire proceeds of ship sale to service.com
(7) $35 MM payment at closing, esl permitted to credit bid all of its debt claims that would be allowed and no collateral attack on any conversion of debt into newco equity or any transaction approved by the court. THIS POINT GOES BACK TO AN EARLIER POST I HAD MADE IN WHICH IT WAS SPECIFICALLY DISCUSSED THAT ESL'S DEBT CANCELLATION WOULD BE CONVERTED INTO NEWCO STOCK. THIS IS THE FIRST AND ONLY MENTION OF NEWCO STOCK THAT I HAVE SEEN OTHER THAN PART OF NEWCO'S CONSIDERATION TO DEBTORS WOULD BE NEWCO COMMON STOCK AND WARRANTS.
(8) esl would retain deficiency in 507(b) claims subject to the following limitations: (i) esl to waive recovery on account of 507(b) claims and deficiency claims related to seritage, lands end or other transactions involving intentional misconduct by esl, (ii) esl recovery on account of 507(b) claims capped at $50 MM and any other recovery beyond $50 MM would be shared pro rata with unsecured claims and (iii) esl would not use any 507(b) claim to block any confirmation of any plan by sears.

shc approved the above changes and approved esl's bid as a confirmed bid. they closed by saying "in making our decision, we did take into account the court's direction at the chambers conference today (1/19/19) and trying to come up with a solution where the debtors could attempt to maximize value, preserve thousands of jobs, and also eliminate risk of administrative insolvency where possible."

the judge did warn sears there was still risk of administrative insolvency and that financial burden would fall on sears for anything beyond what esl had agreed to absorb.

lawyers for the unsecured creditors objected to the approval of esl's bid.

so, this is what will be discussed this coming week. so much has been filed i can't see any way this will not carry over into wednesday.

[TRUSTUNITS1000000]

They could always get back in

[TRUSTUNITS1000000]

Going to get interesting around here, maybe with previous asset sale when they were in trouble the shareholders going back will sue

[Happycoins]

If Sears stays open and the judge approved
the deal does anyone have an estimate of where the stock might head I am thinking 1.50
PPS this is truly a risk reward type of stock.