Sears Holdings Corp. (fka SHLDQ)

[StrategyTrader]

Mm 0laying again with spread cannot wait till we off pink sheets

[AMPazzo]

I agree creditors want liquidation but that is why we have the objection piece. Friday Judge Drain confirmed the Bankruptcy Plan and that means 45,000 employees have there jobs guaranteed until 2020 whether or not any, a few or all of the creditors win there objections. Remember there are 100s of creditors to be heard and not all will receive a favorable ruling.

[DDStocks]

Good article... Drain wants sears and the jobs saved

[growingpains]

Retail=Billions=Sears=Amazon

[Deweynami]

I don’t think your correct, a negative ruling here leads to liquidation. That’s what the creditors want, they wanna end sears and reap the rewards from it. Simon property group is on record say that with the demise of sears they will refurbish the stores and rent out at a higher rate. That’s why they are here and front and center.

[mojo joyo]

Naaaaa.this will churn till news come.no stairs yet.

[inouttrader]

Your guess is good as mine...someone posted yesterday, they will resume Wednesday then by Friday judge drain will make his judgement. ...tata and chillaxing for now...jmo

[ATM123]

Any hearing or updates today from the Court...

[inouttrader]

CHART UPDATE, LOOK LIKE STAIRWAY TO HEAVEN.....SOOOO SWEET....LOL..JMO

[AMPazzo]

I think people are missing the ship here. These creditor objections have no impact to the 45,000 jobs. When the Bankruptcy plan was approved on Friday it technically saved all those 45,000 jobs until February 2020. This weeks objections are the creditors rebuking Sears offer and asking for more money or a better arrangment. Not having any impact on the 45,000 jobs.

[BBstocks77]

Good morning SHLDQ - how about that short squeeze!?
Dollars coming.

[AMPazzo]

Creditors don't want to work with Sears that is why they are in court. They don't want empty promises they would rather have Sears liquidated and receive pennies on the dollar versus Sears surviving and getting more money. People would not be wasting the court's time if it was that easy.

[inouttrader]

BETTER CHANGE MY SELL GTC FROM $10 TO $100, OHHHHHH LAWD "$WEET,BABY JESUS"!!!!...LMFAO. ..JMO

[Orion1972]

A degree does not make you an expert either.. experience makes you an expert not the degree.. I have read through the majority of these documents with a dictionary to do my own DD. This isnt science this is persuasion to a degree and interpretation nothing more. At least they are trying to figure it out on their own and not using a news artical written buy someone with a possible agenda.

[Emptyhead]

Linda: That is a moot point, right ? It is all but certain Sears will emerge with new issued stock where by the old SHLDQ will be eliminated .
The hinge here for current SHLDQ holders is how they will be treated after Sears emerges with new stock.

[mojo joyo]

Judge can't choose sides.there is not position.judge has to be neutral.ok.
Don't pump.still a tossed up.
Will be unconstitutional to choose side before ruling.

[thelionwarrior]

The judge has made his position very clear.

[growingpains]

Sears=Retail=Amazon Retail=Billions Docket Scientist Giving Legal Advice on Court Documents spewing out their message that Retail is Dead, Yeah Right where did they get their legal degree and education from about economics. I'm sure it wasn't Law School. Mabey posing as Legal document examiners will land them in a better place.

[mojo joyo]

No one knows what judge will do.don't pump.this is a tossed up.50/50.

[philaya]

Buyout price....$100...

[Turd_Fergusen]

Double post but can't delete... my bad..

Looks like Judge Drain is leaning in ESL's direction to save the company... second article I've read that shows that the debtors lawyers are getting under his skin...looking good for my investment!!...

"Drain, meantime, seemed at some points to have run out of patience with the lawyers for the unsecured creditors. At one occasion, Drain admonished counsel for the unsecured creditors for having “spent 20 minutes going over stuff that is unnecessary.”

When lawyers informed Drain that a new potential point of contention between Sears and ESL arose Sunday night over who would assume $166 million in liabilities, Drain reminded the parties they have already signed a legal contract."

Full article here:

https://www.cnbc.com/2019/02/04/sears-creditors-challenge-idea-lamperts-bid-will-save-about-45000-jobs.html

[PennyStock Alert]

Exactly sir :)

[Turd_Fergusen]

Looks like Judge Drain is leaning in ESL's direction to save the company... second article I've read that shows that the debtors lawyers are getting under his skin...looking good for my investment!!...

"Drain, meantime, seemed at some points to have run out of patience with the lawyers for the unsecured creditors. At one occasion, Drain admonished counsel for the unsecured creditors for having “spent 20 minutes going over stuff that is unnecessary.”

When lawyers informed Drain that a new potential point of contention between Sears and ESL arose Sunday night over who would assume $166 million in liabilities, Drain reminded the parties they have already signed a legal contract."

Full article here:

https://www.cnbc.com/2019/02/04/sears-creditors-challenge-idea-lamperts-bid-will-save-about-45000-jobs.html

[growingpains]

Saving Jobs=State of The Union 40000 Jobs being Saved right here Congrats to the People that Care

[Patriots 2019]

Possibility that sears might work with amazon going into the future. That could get real interesting . $$$.

[PennyStock Alert]

With this $5.2 Billion buyout, there will be one of two options with shareholders:

1) the company goes private and shareholders are compensated by ESL with an offer to the company and its shareholders, stipulating the premium over the market price it’s willing to pay for the company's shares. If a majority of the voting shareholders accept the offer, the bidder then pays the consenting shareholders the purchase price for every share they own.

2) Share structure remains and share price begins its climb up to the $5.2 billion buyout price of $47/share

https://www.investopedia.com/ask/answers/05/publictoprivate.asp

[katano]

Well come aboard Patriots 2019. I do agree with ur statement and i think there are many of the creditors willing to work that way...
Wishing u the best and giving u the first follow member mark with ur first post on IHUB...

Gl

[Patriots 2019]

It would be the best interest for the creditors to work with Eddie / sears to get paid in the future . The next couple of days will be huge!!!!!! It will all work out ????????

[justthefactsmam]

i'm wasting a post asking this question but why do some posts actually post twice? i don't feel like i'm stuttering on the "submit post" button.

any thoughts appreciated.

also, can one of a double post be deleted by the author?

i know i can "edit" to just erase the comment but it still seems to count as a post.

thanks

[StockNinja33]

Buy Buy Buy - Judge’s decision coming any day now. Then we hit Dollar Land +

[thelionwarrior]

Um so to put it simply..... no matter the case everyone agrees commoms survive. Can we talk about the future? What do people think the new Sears willlook like?

[BeamMeUpScotty]

The good news is that there’s no gap to fill as the chart has already gone way higher than that

[justthefactsmam]

linda,

this is to contrast our positions:

you think shldq commons will survive as a result of shc reorganizing around some assets which it retains and doesn't sell to esl. it will issue new shares of its new company, replace the old shldq shares with new shares, and then spin of its tax attributes (nol's, tax credits, etc) to its new shareholders.
____________________________________________________
while i think the shldq commons will survive, it is in another way.

I think if esl's bid is confirmed that esl will obtain the majority of the tax attributes as a result of the structuring of its purchase from shc. if that is the case, then i think shldq common shares will be cancelled and the holders of those cancelled shares will have them exchanged for shares in esl's new company "new sears" which is formed sometime after esl's bid is approved by the court. under this scenario, esl's shares would be traded on a when issued basis providing some liquidity for those wanting to get in/out of the new company.
______________________________________________________________
while we both think that shldq commons will survive, we differ in the way

in your questions to me you are forming them from a mindset of shc surviving around some of its retained assets and my answers to you are formed around the belief that shc will not survive in any way and esl's company is the way forward for commons.

my head's spinning from thinking about this and not being a bk lawyer or having a financial background focusing on bankruptcy, i'm just trying to make sense of what i am reading from a very lay person's standpoint.

my only prior stake in a bk company was in ggp. was not nearly involved in all of the filings with them but that was primarily because i had previously worked for one of the real estate companys which ggp bought out and i was extremely familiar with a significant portion of their most valuable assets.

i also was convinced that ackman's purchase of both debt and common stock which gave him/pershing square a significant position in ggp during the bk process would bode well for old ggp commons. it worked out but i was on pins and needles during that process.

was scared to death, without a basis, that there might be some distinction between pre and post bankruptcy holders of ggp's stock which is why i never flipped by pre bk shares. although i did fabulously well with what i held, i really could nave done better flipping and accumulating more shares. i could easily have doubled or tripled the 30K shares i held in ggp.

that's why i have no issues with flippers in this stock, whether they want to use it as a method of getting "house" shares or if they just want to basically day trade.

in this case, if one is in the postion of needing a trade to clear before buying back in, then one could really be left in the dust if some type of announcement goosing the stock price were to occur.

i flipped my shares one time very early in this process and then got back in which is where i am now with it. am holding with a wait and see attitude.

[justthefactsmam]

Linda, I maxed out on my posts yesterday so couldn’t respond to you until today.
This is relative to my post 17700
__________________________________________

you said: There is zero stated in the APA that the NOLs and
other Tax Attributes will be included in the 363 Sale.
______________________________________
page 395/598 of docket 2344 is the apa. If you have just the apa, look on page 2 in the last “whereas” just before Article I. it states:
…transaction…(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 (1)(5)(A)(ii) of the code.
Both of those bankruptcy code cites in the apa relate to tax loss carryforwards.
Also, look at the actual page 50 of the apa, section 2.12 tax reorganization. Page 443/598
________________________________________________________________________
then you added: 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:
________________________________________________________________________
I’m of the opinion that what was shown on those pages 85 and 86 were plans which shc would use if shc were to attempt a reorganization. The holdco on the diagram was a company which shc would have created to transfer its assets and the consideration from holdco (stock and warrants) were the construct deloitte proposed based on the private irs ruling for another company.

This was a “what if” scenario in the event the esl bid was not approved and shc had to either reorganize itself or liquidate, or both.
Since shc is proposing to sell the going forward asset to esl as a going concern, I believe that shc gave up the opportunity to reorganize and instead “sold” that right to esl (transform holdco which recently referred to it as “new sears”
________________________________________________________________________
you said:

“ 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?
___________________________________________________________
I believe shc filed for an extension of the por filing date out of an abundance of caution in the event the esl bid was not approved and they in fact had to go forward with a plan of their own.

In support of that opinion, look at the last paragraph on page 24/598 of docket 2344 which stated:

“if the debtors were not going to pursue an esl bid, they will hold a subsequent auction or auctions, where any individual real estate assets or smaller assets will be auctioned off for sale or the debtors would otherwise pursue a different alternative as part of a chapter 11 plan”
Now go to page 32/598 where sears discusses their alternatives in the event an esl bid is not approved.

“the wind down plan is conservative and does not contain outside potential that would be pursued on the company’s alternatives” (i.e. a total liquidation) (however, if pursued) “those potential alternatives include in pursuit of a chapt 11 plan involving the sale or reorganization around sears home service or certain other business and distribution of the debtors’ tax attributes to creditors”

The above construct, I believe, would be the scenario under which pages 85 and 86 (the diagram and discussion pages) would apply.
__________________________________________________________
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?
__________________________________________________________
As discussed above, I believe the alternatives shc was looking at in the event esl’s bid was not accepted or approved was a complete liquidation (in essence a chapt 7 bk) or pursue a reorganization alternative around sears home improvement or some other business and then spin off the tax attributes to creditors. If they had taken that path, that Is where they would need to file a por.
________________________________________________________________
In your post 17961 you said:
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.
___________________________________________________
From a docket posted Monday morning (something like esl’s revised response to the ucc objections, it stated there were 100 dark stores in the assets esl bid on. It went on to say if esl’s bid were approved that those 100 stores would be immediately sold with the hope of realizing $100 million of excess proceeds.

Again, it seems to me like esl is structuring its bid to be able to obtain the maximum amount of nol’s possible subject to cancellation of debt issues etc.

[mojo joyo]

I said 50/50 possibility of deal done whit new inquiries..nothing will happen today.end of week will be.and maybe this will carry on to next week

[CarlCarlMcB]

Land deal ! .0001

[RiskyBoy1989]

https://finance.yahoo.com/news/dispute-between-sears-lampert-apos-191351778.html

Very positive article in favor of Lampert and Sears.... but still ball is in anyone’s court.

I’m pretty sure Judge Drain will announce his decision late Wednesday.

Unless any more motions are filed against Lampert and ESL

GLTA

[RiskyBoy1989]

I think PBGC is not a issue any more.. their lawyer spoke for 3-4 mins only in front of the judge according to the SA source.

Also PBGC likely knows it won't get any more pension contributions from SHLD to make up the deficit---regardless of what Eddie promised in the past.

At this point they just want to have the district court do what is called "trustee the plans" to the PBGC and the participants will then be paid based on PBGC rules.

The pension deficit can still be reduced as long as the bankruptcy court recognizes the "springing liens" which were triggered by the bankruptcy and also by the PBGC filing on Feb 1 in district court to terminate the right of SHLD to operate the plans. The actual deficit might be more or less than $1.7B.

[cottonisking]

"26 U.S.C. § 368 - U.S. Code - Unannotated Title 26. Internal Revenue Code § 368. Definitions relating to corporate reorganizations




(a) Reorganization.--

(1) In general. --For purposes of parts I and II and this part, the term “reorganization” means--

(A) a statutory merger or consolidation;

(B) the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of stock of another corporation if, immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition);

(C) the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of substantially all of the properties of another corporation, but in determining whether the exchange is solely for stock the assumption by the acquiring corporation of a liability of the other shall be disregarded;

(D) a transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transferor, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, is in control of the corporation to which the assets are transferred; ?but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354 , 355 , or 356 ;

(E) a recapitalization;

(F) a mere change in identity, form, or place of organization of one corporation, however effected; ?or

(G) a transfer by a corporation of all or part of its assets to another corporation in a Title 11 or similar case; ?but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354 , 355 , or 356 ."


https://codes.findlaw.com/us/title-26-internal-revenue-code/26-usc-sect-368.html

[emit]

They're doing roofs - bring back mechanic-depts.

u know they're still doin it,,, somewhere.


Hang in there buddy - we'l long n strong for u


sears needs a Richard rolins restoration





e

[emit]

They came-up with a nrwfangled sears somehow via amazon...

we lost our sears, i'd shop at it again'

hey wait - I can online



e

[CaptStockWolf]

Agreed possibly higher. Today was very bullish

[~ Ether ~]

8K link:

https://www.otcmarkets.com/filing/html?id=13191195&guid=nHNtUeKdSJCODyh

[enthalpy]

RIP SHORTS

[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 Closing Date: 2/19/2019 or earlier

Bankruptcy Plan 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)."

[PennyStock Alert]

https://www.investopedia.com/ask/answers/05/publictoprivate.asp

[nagoya1]

It's getting close to FLYDAY...

Them SHORTS, I can hear the sizzle....

SHLDQ

[Scotttrader80]

In Eddies book its called, Go BIG or Go Home

[Orion1972]

check this out.

Sears received five bids from parties interested in buying individual business units along with a couple proposals from buyers who would liquidate the company’s assets, but ESL Investments was the only bidder interested in acquiring the whole company and operating it, Sears said in a statement filed with the court Friday. ESL also has said it would bid on certain assets individually if the larger bid was rejected.

https://www.chicagotribune.com/business/ct-biz-bankruptcy-court-weighs-sears-sale-20190131-story.html

[linda1]

I’m really not clear on your question.

If taken private after emerging from bankruptcy, I think
either the Shareholders are bought out or the
Common Shares are delisted and the Shareholders
remain with an ownership interest in a private
Company and with Shares that are not easy to trade.