Sears Holdings Corp. (fka SHLDQ)

[berdboy]

actually they don't.. there are many big stocks with all kinds of gaps down low.. shorts and mm/s always try and push it down to the gap pps though.. shldq

[phillymillions]

Please no gaps! They’ll have to fill later!,,

[linda1]

Yes - the number of Stores ESL is buying is 425
and 400 are profitable.

How the Tax Attributes are distributed is not known.

[linda1]

Now that makes logical sense that it will be Holdco
who will pay ESL in new Holdco Common Stock
for the cancellation of ESL’s $ 1.3 B Debt.

And it looks like then that the “ Securities Consideration “
will be sold by the Debtors to distribute funds to Creditors.

Yes - there is still Debt owing to a few Senior Creditors
and all Unsecured Creditors. What the remaining Assets
and Liabilities are after the 363 Sale is approved will
help to determine if Common Shareholders receive
new Newco stock.

I agree that Transform Holdco will change its name
to Sears.... once it owns the Sears name.

If Sears emerges from bankruptcy won’t it have to
change its name to something other than Sears.....
since it will no longer own the trademark name?

[alexjames81]

Check out @NathanBomey’s Tweet:

The Sears sale hearing is over for today and will resume Wednesday. It may go into Thursday morning for closing arguments. After the hearing, the judge may rule immediately from the bench.

— Nathan Bomey (@NathanBomey) February 4, 2019

[LQMTinvestor2018]

I think that works out for everyone as best as possible no?

[RiskyBoy1989]

From the 8-k

https://restructuring.primeclerk.com/sears

[NotRichYet2]

THURSDAY everyone should KNOW the outcome - is this currently CORRECT ????

[Orion1972]

link

[linda1]

ESL is buying 400 of 425 Stores that are
profitable. So I think that any distribution of
the Tax Attributes could be divided according
to the losses of the individual businesses - which
I think favors the Debtors.

[ball8281]

8k out

[linda1]

I reviewed PGS 85 & 86 again and if the
“ Securities Consideration “ includes both new Holdco
Common Stock and new Holdco Series A Warrants
then that would fit PG 85.


The Debtors may still own significant property value
after the remaining Stores are liquidated - and if the
ones owned by Sears are not sold - which it could
emerge from Bankruptcy with.
This would fit PG 86.


If the Debtors are planning to liquidate after
the 363 Sale is approved and Closed why would
it extend the POR filing date so that it could have
more time to discuss a POR with the Creditors?


It is my understanding that a POR is only for if
the Debtors intend to reorganize
and emerge from bankruptcy. Where does it state
anywhere that the Debtors plan to convert to a
Chapter 7 Liquidation if the 363 Sale is approved?


If the Tax Attributes remain with the Debtors then
I would think that Holdco would want to merge with
a reorganized Sears to utilize the NOLs. It could be
that the Tax Attributes are divided between the 2
Companies and plus the liquidation of the remaining
Stores that Holdco did not buy will likely also increase
the NOLs.


It does not look to me like any of the “ Securities
Consideration “ will be the Holdco Equity that ESL
will receive for converting the Debt of $1.3 B.


Could I be reading this wrong and it will be
the Debtors who will receive the $ 1.3 B in
new Holdco Common Stock? How is cancelling
a $ 1.3 B Debt a buyout payment if the Buyer
is receiving equal value in new Holdco Stock?

[SPORTSPROPHET]

My Level 2 on TD Ameritrade is saying the ask is .645 at the open tomorrow.

Still really NICE!

SP

[RiskyBoy1989]

We gap up to .70 tomorrow

[berdboy]

well that looks promising! shldq

[SPORTSPROPHET]

HEY BOYS! Check this out:

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

[dragon52]

So... 3 days at the earliest for a ruling... but at least 4 days

unless there is an appeal, then who knows how long it will take, the longer it takes the worse off it might be. jmo

If there is a ruling this week in favor, we could see a nice KABOOM!

[dragon52]

"US Bankruptcy Court Judge Robert Drain began holding a hearing Monday on Sears' plan to sell its assets, including 425 stores, to its chairman Eddie Lampert. It is the only chance to save the jobs of up to 45,000 employees of the Sears and Kmart chains and keep the 133-year old retailer in business.

Lampert's rescue bid is opposed by creditors, including vendors and landlords, arguing that the company should be shut down and liquidated. More than 40 parties in the case have filed objections to the company's planned sale, including the Pension Benefit Guaranty Corp., the federal watchdog that just took over the pension benefit payments owed 90,000 Sears retirees and other beneficiaries.


The hearing is set to continue for at least two days. Drain has set aside most of the day Wednesday for a second day of the hearing and he and attorneys talked Monday about the likelihood that closing arguments won't be heard until Thursday morning.
Drain 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..."

https://www.cnn.com/2019/02/02/business/sears-decision/index.html

[linda1]

There is zero stated in the APA that the NOLs and
other Tax Attributes will be included in the 363 Sale.

PLUS why would the Debtors state as follows if Holdco
is to receive the Tax Attributes upon the approval and
closing of the 363 Sale:


“ The Debtors have commenced formulation
of a chapter 11 plan and are evaluating
the contours of a potential plan including
the Debtors’ significant Tax Attributes “

PLUS if the Debtors are planning to Liquidate
after the 363 Sale is approved why did they
say that they needed more time to get an
Agreement with the Creditors on a POR -
as the reason for extending the POR filing date?

[BBstocks77]

Solid day today- let's get it done:)

“Drain 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.”

[TigerInTheStreet]

TIK TOK TIK TOK TIK TOK....

[andyk803]

Everyday....it gets pushing back further and further...first it was the 1st then 4th and then Wednesday and now possibly until mid February? lol oh well

[thelionwarrior]

Anyone read this?
"NOW THEREFORE, IT IS HEREBY ORDERED THAT:
1. Motion is Granted. The Sale Motion and the relief requested therein to the extent
not previously granted by this Court pursuant to the Bidding Procedures Order is granted and
approved as set forth herein.
2. Findings of Fact and Conclusions. The Court’s findings of fact and conclusions
of law in the Bidding Procedures Order and the record of the hearing with respect to the Bidding
Procedures Order are incorporated herein by reference.
3. Objections Overruled. All objections, to the Sale Motion or the relief requested
therein, and any joinders thereto, that have not been withdrawn with prejudice, waived, settled, or
otherwise resolved as announced to the Court at the Sale Hearing or by stipulation filed with the
Court, and all reservations of rights included therein, are hereby overruled on the merits and with
prejudice; provided that the objections filed to the proposed Cure Costs for the Contracts and
Leases on the Initial Assigned Agreements list attached hereto as Exhibit B are preserved and will
be treated in accordance with paragraph 29 of this Order; provided further that all timely filed
objections to the assumption and assignment of a Contract or Lease that has not yet been
designated, including as to adequate assurance or to the proposed cure costs, but not as to any other
objections to the Sale Transaction raised in such objections, are adjourned and all parties’ rightsas to such issues are fully preserved and will be determined if and to the extent the applicable
Contract or Lease is designated for assumption and assignment pursuant to the procedures
described in this Order. All holders of Claims or other persons and entities (including any
counterparties to Initial Assigned Agreements identified on Exhibit B hereto) that failed to timely
object, or withdrew their objections to the Sale Motion, the Sale Transaction, or this Sale Order
are deemed to consent to the relief granted herein for all purposes, including pursuant to section
363(f)(2) of the Bankruptcy Code, except to the extent that the procedures described herein provide
otherwise. Each holder of any Claim against the Debtors, their estates, or any of the Acquired
Assets: (i) has, subject to the terms and conditions of this Sale Order, consented to the Sale
Transaction or is deemed to have consented to the Sale Transaction; (ii) could be compelled, in a
legal or equitable proceeding, to accept money satisfaction of such Claim; or (iii) otherwise falls
within the provisions of section 363(f) of the Bankruptcy Code"

[PennyStock Alert]

“Drain 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.”

[Large Green]

Sears makes case to judge for rescue deal with chairman Lampert

BY Reuters
— 3:31 PM ET 02/04/2019
By Jessica DiNapoli and Tom Hals

Feb 4 (Reuters) - The once-mighty Sears department store chain took its fight for survival to a bankruptcy judge on Monday, arguing the proposed $5.2 billion sale to its chairman, Eddie Lampert, would help save 45,000 jobs and keep 425 stores open.

U.S. Bankruptcy Judge Robert Drain said on Monday he would rule on the sale to Lampert's ESL Investments Inc later this week after hearings that were likely to run into Thursday.

A lawyer for Sears Holdings Corp ( SHLDQ
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) told the court he was hoping the deal would close on Friday, clearing the way for Sears to end its four-month stint in Chapter 11 bankruptcy and begin its new life as a private company controlled by Lampert.

But first the company has to overcome objections by hundreds of creditors and the official committee that represents them.

Monday's hearing in White Plains, New York, kicked off with Sears' investment banker, Brandon Aebersold of Lazard, and Sears director Bill Transier testifying about sale negotiations and Lampert's plans.

Transier acknowledged that Lampert's plan included possibly three store closings a month this year, the sale of $600 million of real estate over the next three years and unspecified cuts to staff.

"Their ability to run their business properly should be their responsibility," he said.

Creditors have argued the company's future success is premised on what they say is an unlikely turnaround led by Lampert, who creditors have accused of stripping the company of value during its years-long decline.

Creditors also have argued the sale process was flawed and that it undervalued Sears by as much as $1.3 billion.

Creditors want to pursue ESL and Lampert, Sears' largest shareholder and creditor when it filed for bankruptcy, for what they allege are years of fraudulent deals, such as the spin-off of the Lands End brand.

Lampert has defended the deals as a sign of his commitment to finance Sears despite its struggles, and he has noted the transactions were approved by independent directors.

In 2005, Lampert merged the department store with discount chain Kmart in an $11 billion deal.

Sears, once known for its mail-order catalogs, dates back to 1893. Merchandise from toys, medicine, gramophones, automobiles, kit houses and tombstones made it the Amazon.com Inc ( AMZN
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) of its time.

(Reporting by Jessica DiNapoli in New York and Tom Hals in Wilmington, Del. Editing by Matthew Lewis)

[Hunchbackgeek]

SHLDQ https://www.cnn.com/2019/02/02/business/sears-decision/index.html

[TigerInTheStreet]

Excited for tomorrow's opening. Huge gap up if any positive news. Doesn't have to be a confirmation by judge but any positive news.

[thelionwarrior]

Um green means the price is up not down..... looking good here!!!

[inouttrader]

Once everything is signed sealed and deliver this will go dollarland. Q drop and back in big board this will be at least $10 to $40 per share. ..meanwhile I just Buy buy buy...jmo

[Volcano]

I can take 10% everyday

[Volcano]

Dollar land this week

[Taurus69]

$shld $1 with news.

[berdboy]

nobody buying probably..shldq

[TigerInTheStreet]

We are getting positive news. Why is the stock going down, even if by a little?

[Orion1972]

arent the nol's a tax asset?

[Frost1840]

How much delusion will be there to pay off the NOL's?

[StockDetective]

Nice!!

[PennyStock Alert]

Friday should be the decision from what I see now?

[PennyStock Alert]

Gap up to the .70’s tomorrow :)

[TigerInTheStreet]

Do you mean .70 plus today's closing price?

[PennyStock Alert]

.70 gap tomorrow

[SPORTSPROPHET]

SLAP THAT ASK!! YEAH!!

[IL Padrino]

That’s golden pony boy

[Orion1972]

Cna someont make this tick down to .59 even?

[StrategyTrader]

Exactly been saying that forever :)

[PennyStock Alert]

“Drain told the company to try to reach a final deal because it was his “very strong” preference to save as many jobs as possible, Transier said.”

[PennyStock Alert]

“Schrock said Sears is still hoping to win the judge’s approval for the sale this week and close the transaction on Friday.”

[linda1]

There was a change of ownership in the WMI
Bankruptcy when the new Commons were issued
and it reduced the NOLs from $7.5 B to $ $6 B.

So the NOLs get reduced not nullified.


I wonder if the Holdco “ Securities Consideration “
that will be paid to the Debtors upon the approval
and closing of the 363 Sale includes the Holdco
Equity that will be exchanged for the $ 1.3 B Debt?


“ In the Buyer’s capital structure, more than
$1.3 billion of this debt will be converted into equity “


If Sears is planning to liquidate the remaining Stores
it does not necesssarily mean that it includes selling the
empty Stores and Land that Sears owns.
Sears could emerge from bankruptcy with these properties
and later sell them to Amazon for its expansion of Whole Foods.


I have posted earlier that old Debt can also preserve the
NOLs as long as the Creditors of the old Debt receive at
least 50 % of the new Commons - or is it as long as both
old Debt and old Equity receive at least 50 % of the new
Commons? I can’t recall but it is one or the other.

[mojo joyo]

Is not that.is just churning waiting for and update.say that early today.and will keep same way till news arrive good or bad.I'm hoping is good. but I think this will be going on to end of week.

[justthefactsmam]

this is from docket 2379 filed this morning:

from page 21/77 and filed by esl's lawyers

"the improved bid involved the assumption of another $663 million in additional liabilities, including up to $166 million of payment obligations with respect to goods ordered by debtors prior to the closing of the proposed transactions (but as to which goods debtors have not yet taken delivery and title prior to closing"...

_______________________________________________________________

possibly the dispute involves proof from the debtors those goods have been in fact delivered and are in shc's possession or proof has been provided some/all of those goods have been sold.

seems like esl would be well within its rights to demand proof so that they don't take on any portion of a $166 million obligation only to find that the "goods" have somehow gone missing.

language seems clear esl is responsible but it also seems clear that shc had not yet taken delivery and title. should be an easy matter to resolve.