Sears Holdings Corp. (fka SHLDQ)

[TigerInTheStreet]

I have 40K plus shares. Not very worried. This is the calm before the storm. Wait for it.

[RiskyBoy1989]

Relax I have 50k shares and I’m still here intact with all the 50k. Hope that makes you feel little better.

Wouldn’t lie my 35k shares are up for sale at 0.80. If they want today or tomorrow they can have it.

[inouttrader]

I'm doing you a favor. .just chillax I will sell it back to you but of course with a hefty profit....lol...jk..

[Replacement]

I have a small position and have been waiting the run that has been talked about for days - sure seems like a lot of selling going on - I am concerned

[PennyStock Alert]

First off, you’re wrong. Second, from the link that you provided:

Berkowitz, who once sat on the board of the ailing retailer, reported owning only 4,578,440 shares of SHLDQ

[RiskyBoy1989]

Are we seriously playing .0001 battle? C’mon get your A game out shorts. You ain’t getting cheap shares by bidding 0.0001 higher... SMH

[bar1080]

SLHD has virtually no current institutional ownership outside-ESL. Those filings can be months old. Fairholme Capital Management Llc is Bruce Berkowitz's hedge fund and he dumped.

"Bruce Berkowitz Axes 67% of Sears Holdings Stake"
https://www.gurufocus.com/news/757288/bruce-berkowitz-axes-67-of-sears-holdings-stake

[PennyStock Alert]

SHLDQ institutional ownership:

https://money.cnn.com/quote/quote.html?symb=SHLDQ

[thelionwarrior]

Well if you guys can keep it down I am buying more on payday Friday!!!

[inouttrader]

Dude let them sell... I care!!!..I want more shares, hey I'm not being greedy but will gladly sell back to them in the dollarland. ..it is what it is...lol...jmo

[Orion1972]

docket #2401

ORDER APPROVING THE REJECTION
OF UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY
AND ABANDONMENT OF PROPERTY IN CONNECTION THEREWITH

signed by judge

[StrategyTrader]

Weak hand faint at heart selling such a shame you do not trade by emotions oh well drama should unfold Friday

[inouttrader]

Can you bring it to 45 cents..I need more shares ..don't worry I will sell it back in dollarland. ..sweet baby Jesus. ..jmo

[Happycoins]

Don't get sucked out of your shares
MM's and a few bullies out there or Wall street guru's I like to call them are trying to drop the pps fast and grab all your shares..
An out come is coming soon hold tight to your shares.

[AMPazzo]

This is not moving in a northern direction. This surely may test .49 or .48 today which is not good.

[November61]

Come on Sears, I need a new washer!

I promise, with my profit I will buy at a Sears store. Whirlpool or Kenmore. A good old fashioned American Product.

[Orion1972]

attention: docket# 2405

CONCLUSION
WHEREFORE, Greensboro requests that (i) if the Court approves the proposed sale of substantially all of the Debtors’ business assets to the Buyer, any order approving the sale incorporate the changes outlined in the Landlords’ Proposed Sale Order and (ii) grant to Greensboro such other and further relief as is just and appropriate.
Dated: February 5, 2019 MORRIS JAMES LLP
By: /s/ Stephen M. Miller
Stephen M. Miller (Admitted Pro Hac Vice)
Douglas N. Candeub
500 Delaware Ave., Suite 1500
Wilmington, DE 19801
Telephone: [phone]
Facsimile: [phone]
Email: [e-mail]
Attorneys for Greensboro Lease
Management, L.L.C., through its Liquidating
Trustee, John H. Newcomer, Jr.

[justthefactsmam]

"This is why I think that any new Holdco Common
Shares to be issued to SHLDQ Stockholders has
to be included in the 363 Sale -
“ Securities Consideration “.

It doesn’t make any sense to me that Holdco will issue
new Common Shares outside of what is owed in the
363 Sale. "
________________________________________________

in the apa, the securities consideration is defined as: "debt or equity securities in buyer (to be clear, those would be securities issued by esl, not securities issues by shc which esl holds), in an amount and form to be determined by buyer in an amount and form reasonably acceptable to buyer, including as to subordination"

to answer your question, i would think if the securities consideration took the form of equity a number of things need to happen for that to occur. although the apa permitted buyer to be esl it also provided that buyer could be a designee of buyer. not sure esl has securities in its own name which seems to suggest that the name of the acquiring company will be something else for which transform holdco is now a placeholder.

if securities, then those securities would have to be applied for and presumably some type of prospectus would be issued. while i can see that a company would not want to actually issue more securities than it needed, that wouldn't prevent it from having a great deal more securities authorized although not issued.

that then begs a further question. if the buyer issues equity securities to the seller, what is the seller going to do with them? as you suggested and as shown in the verbiage around the diagram, it could sell them on the open market, or one might speculate, issue them to its existing shareholders (which would include giving the lions share back to esl)

based on an earlier post (long lost memory where it was sourced) in exchange for esl cancelling its $1.3 billion in debt which shc would otherwise have had to pay, esl said that debt was being exchanged for shares in holdco (esl's company). in order for esl to convert that debt to holdco shares, then more shares would have to be issued than the amount paid to shc as "securities consideration".

sorry, additional questions raised with no answers as of yet.

[BBANBOB]

IMHO if the company is taken private the would need to be some sort of buyout of all current shareholders

If or when com's are taken private it is done to if you will imho get rid of LOWLY RETAIL shareholders and to make for far less reporting requirements as well as oversight by anyone.

And at the same time I am not sure if by taking it private that they can in fact maintain their NOL's

[BBANBOB]

Seems to be some nice size buys going in, shorts or just folks adding!!

Still say we will be range bound around these numbers till we get some REAL confirmation as to what is taking place here exactly and how we shareholders will fare here.

[intuitive3]

Linda, if the company is taken private what are the likely potential conseguences in your opinion? Thanks.

[BeamMeUpScotty]

It’s easy just use that phrase as your search terms on Google and it’ll find it even if it’s on Ihub.

Look at the form 4’s as well they’ll be a good place to start

[BeamMeUpScotty]

With a bit of luck it will be a one for one swap.

[andyk803]

What will this new holdco pps be?

[linda1]

“ after the esl bid is approved (hopefully) and the
transaction is closed, Transform Holdco (new sears)
will be off and running, “

This is why I think that any new Holdco Common
Shares to be issued to SHLDQ Stockholders has
to be included in the 363 Sale -
“ Securities Consideration “.

It doesn’t make any sense to me that Holdco will issue
new Common Shares outside of what is owed in the
363 Sale.

[inouttrader]

He asked me about the top 50 companies that owns shldq...if you also scan the previous news. Go through it at least weeks . . You will see the lists. ..okay..now get busy...jmo

[TigerInTheStreet]

Hardly any volume. This will go up later today or tomorrow.

[TigerInTheStreet]

I get where you are going with this. Doesn't the NOLs come into play here?

[Orion1972]

what news are you refering to?

[inouttrader]

Check the previous news, you will wow. ..one reason I load up more ..okay...get busy with your dd...jmo

[justthefactsmam]

linda,

good point about the credit bid, didn't pick up on that as you did.

when i downloaded that doc, it was 35kb which was 10 to 20 times larger than most anything else i have downloaded for this case

[chemist72]

Do you have a link to top 50 buyers?

Sorry if you've already posted a link. I'm a newbie here and just trying to catch up on my DD.

[justthefactsmam]

linda,

as i said previously, my only experience in holding a bankrupt stock was general growth. i view what happened with general growth as a merger, more like what is shown as an example on those pages 85 and 86.

in this case, esl is purchasing various shc assets, hence an apa setting forth what is going on. i don't see any indication of any type of merger here.

discussions today about possibility of taking transform holdco "private" and then buying out minority shareholders. guess that could happen, just don't know.

again, my guess is that transform holdco, possibly under the name "new sears" will file a prospectus to issue shares in their company some of which, hopefully, will be exchanged for "old sears (currently shldq) shares.

in the ggp case, they filed for bk in april 2009. a prospectus for shares of "new ggp" was filed on 9/8/2010. the plan of reorg was approved on 10/21/2010.

this is where i have trouble reconciling things. in the ggp case, ggp filed for bk, there was a merger creating a new ggp, the old ggp filed a por describing the merger, the stock transaction, the composition of the new company etc and after the por was approved the new ggp was up and running.

in this case, there doesn't seem to be a merger going on. after the esl bid is approved (hopefully) and the transaction is closed, transform holdco (new sears) will be off and running, which would include the sale of the 100 dark stores which are part of the 425 store footprint.

left behind will be shc, still operating out of bk conducting its own gob sales and shedding the unwanted assets esl did not purchase.

so, does esl need to file a por since esl didn't file for bk?

or, does shc file a por describing the sale of its go forward business to esl, and either say it might try to reorganize around what's left (i don't see that possiblility) or at that time convert from a chapt 11 to a chapt 7 and liquidate?

if shc is left with the unwanted assets to sell after an esl sale is approved, out of whose basement do they operate to close things down?

does everything just get turned over to a trustee or does esl then "rent" space to whatever skeleton crew shc keeps on to go through the liquidation process?

i just can't figure out the mechanics of things after an esl bid approval.

i did make reference to a coming docket for some type of cooperation agreement between shc and esl if esl's bid is approved. that would probably answer a lot of these questions.

any thoughts?

[dirtydozen911]

the KMART bk....years ago, hangs over sears like a dark cloud......it is a fact that in chpt 7 everyone gets wiped out, and in chpt 11 a lot get a chicken sandwich,and a few cents on the dollar....most of the time the commons are retired......this is not "most of the times"....the creditors stand to make out much better with sears to continue, vs liquidation....the malls want them out, because their long term leases have them paying about a third per sq/ft over their other tenants....a great retail ceo, and marketing team can MAKE SEARS GREAT AGAIN!

the judge doesn`t want to put 50,000 people out of work.....the re-org plan works for everyone, and I`m confident the judge will rule in favor of keeping the doors open for business at SEARS

$$$$$$$$$$$$$$$$ sears $$$$$$$$$$$$$$$$....GLTA

[Lcbm68]

Go shopping on Saturday that’s my advice and hold long will be great fir us who believe

[inouttrader]

BILLIONS INVOLVED HERE... DID U READ THE TOP 50 COMPANIES THAT BEEN LOADING UP,WOW!!!!..ALSO INSIDERS BUYING !!!#HMMMM.. GOOD ENOUGH CLUE FOR ME TO LOAD UP TOO...JUST MY OPINION ONLY

[Lcbm68]

We will hold at .60 today thanks to the shorties but that’s ok as it gives us time to load up before COB. See it go green shortly

[Lcbm68]

We will hold .60 before COB today

[Lcbm68]

You 1000% on the money

[tooltimetim]

Hope it soars. Not sure it's going to do anything other than this for a while regardless of drain signing off imo.

[inouttrader]

KABOOM BOYAAAA DECISIONS THIS WEEK...JUDGE DRAIN IS DA MAN!!!!...JMO

[intuitive3]

TSP, thanks.

[jbath813]

Why would Lampert buy our shares if he plans on going private with the company. Just asking.

[Lcbm68]

Well let’s talk Friday ~ I’m always up for a post chat ~ lcbm68

[tooltimetim]

Ha ha ha

[Lcbm68]

Yes after watching on the sidelines the past two days we are back in ~ watch it move up before the bell rings

[PennyStock Alert]

If Lampert is willing to pay $47 per share for the commons, I wonder how much he would pay to purchase our shares?

[Lcbm68]

Wired perhaps to some but not to us ~ we are in big and still picking up these lows

[Lcbm68]

Means going up like a German tank ~ up up and up ~ this is a long awaited dream come true for us longs

[AMPazzo]

Tough to make money when it is not behaving in character with other OTC/Pink Slips. This literally has a weird trading pattern.