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again, nothing new. sears has been preparing for a liquidation move from the time it filed for bk. look at the legal bill detail posted on the docket.
that's old news from the 28th proposal. an "in the alternative" bid if his going concern bid was not qualified. although datelined as today, it is just a rehash of last week's proposal.
yes, creditors are clamoring for a liquidation and if that is the way things go then lampert wanted to be included in that party.
maybe eddie is blowing in warren's ear since sears holdings is seritage's largest tenant.
weekend reading while we wait:
https://www.sec.gov/reportspubs/investor-publications/investorpubsbankrupthtm.html
you claim to have followed ggp closely yet you continue to say lampert was involved there. he was not. he had nothing to do with the ggp bankruptcy or bailout which in fact did save the commons.
are you really sure you were involved in that if you got something so basic so wrong?
i think you are both wrong. esl is not asking for a concession from creditors, he is offering to "forgive" the 1.8 billion in notes payable to esl which he included as part of the bid. while i can see why the judge might want to explore that issue, a credit bid component was part of the global bidding package approved by the judge (docket #862).
the issue of releasing lampert and esl is something else. if lampert is correct that sears and its consultants all approved those deals, it would seem any litigation against esl and or lampert would generate an immediate countersuit by els/lampert against sears and the insurance company which provided director's and officer's insurance for such matters.
that kind of action will be a real can of worms and it seems to me that esl/lampert will be liable whether they walk away from the going concern bid or not.
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A continuing issue is the $1.8 billion that Lampert put toward his offer by forgiving debt owed to ESL through a so-called credit bid. The restructuring committee advising Sears is not confident the bankruptcy judge will allow Lampert to use a credit bid without addressing a pending investigation about Sears transactions under Lampert's ownership, the people said.
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the complete article is linked below:
https://www.nbcchicago.com/news/business/Sears-Bid-Short-Company-Could-Liquidate-503915431.html
yes, i believe someone was following some twit who discarded a wadded up note discarded in a wastebasket outside the lazard frere conference room where bids are being examined and it said commons cancelled. the twit janitor then posted the note on twitter.
am pretty certain that is how it went down but guess we will just have to wait and see the official version.
so far as has been made public, esl is the only bidder seeking to acquire sears holdings assets on a going concern basis. if his bid is determined to be qualified, there is only one bidder for all of the assets and the judge approves that bid, then there is no need for an auction.
possibly the confusion is if esl's going concern bid is not qualifed or not accepted by the judge, then that would leave 3 bidders who have placed bids to liquidate the company. if more than one of the liquidation bidders is qualified, there would be an auction between/among those bidders.
You said: "I was in ggp made tons of money lampert saved the day."
lampert had nothing to do with saving ggp. bill ackman and brookfield were the players there, lampert had nothing to do with it. you seem to be confused.
You said: "I was in ggp made tons of money lampert saved the day."
lampert had nothing to do with saving ggp. bill ackman and brookfield were the players there, lampert had nothing to do with it. you seem to be confused.
"Any fully developed plan will cancel current shares."
yes, if esl's bid becomes a qualified bid and is accepted by the court, there will be a plan of reorganization submitted to the court which will cancel the existing shares of sears and create (via newco director/officer approval and subsequent ipo) shares in newco.
the question is and still remains, will shareholders of the cancelled sears shares get shares of newco as part of the plan of reorganization or will shareholders be wiped out.
will it be like the general growth bankruptcy where the old shares of ggp were cancelled and then exchanged for shares in the "new ggp" newco?
so, i don't know the answer and that is what we are waiting to find out.
possibly to remove any appearance of conflicts.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
“On December 27, 2018, Mr. Lampert returned to Holdings 1,327,137 shares of Holdings Common Stock, for no consideration, in order to effectuate a rescission of all the grants during the 2018 calendar year to Mr. Lampert of shares of Holdings Common Stock under the Sears Holdings Corporation 2013 Stock Plan, as amended (the “Compensation Rescission”).
The foregoing description of the Compensation Rescission does not purport to be complete and is qualified in its entirety by reference to the letter confirmation regarding the Compensation Rescission, attached hereto as Exhibit 99.84 and incorporated by reference herein.
The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.”
Shareholders are always stakeholders in a corporation, but stakeholders are not always shareholders. A shareholder owns part of a public company through shares of stock (hence the name), while a stakeholder has an interest in the performance of a company for reasons other than stock performance or appreciation.
Stakeholders can affect or be affected by the organization's actions, objectives and policies. Some examples of key stakeholders are creditors, directors, employees, government (and its agencies), owners (shareholders), suppliers, unions, and the community from which the business draws its resources.
In an email to Retail Dive, an ESL Investments spokesperson said: "ESL Investments believes that our going concern bid provides the best path forward for the company, the best option to save tens of thousands of jobs and is superior for all of Sears' stakeholders to the alternative of a complete liquidation." A Sears Holdings spokesperson declined to comment to Retail Dive.
the following from "retail dive". note the comment attributed to the company referencing "other stakeholders". it is my belief if esl's $4.4 bid is accepted, that common shareholders (who are stakeholders) may survive. while the deadline for notifying els if their bid is a qualified bid is 4 p.m., that does not mean the public will be notified at that time.
best bet is we don't find out until after the market closes. the weekend could prove exciting as well as uncomfortable depending on whether or not the notification becomes public.
________________________________________________________________________
Dive Brief:
On the last day to submit bids for Sears, a newly formed affiliate of ESL investments, Transform Holdco, pitched two plans. In documents filed with the Securities and Exchange Commission Wednesday, the company outlined an approximately $4.4 billion plan, backed with $1.3 billion of credit, to keep open 425 stores and continue to employ roughly 50,000 workers.
According to the company the first plan is the "best outcome" for debtors, creditors and other stakeholders. But it also offered up an alternative: In the event the first proposal isn't accepted, Transform Holdco could acquire just 250 stores, certain assets of the Sears Home Services unit, and the data and intellectual property of the Shop Your Way loyalty program, among other things.
no sure if all last minute trades have been reflected, but i show a close at $.495
summary of news report just filed:
_____________________________________________________________________
Sears and its independent board members have to determine by Friday if ESL's bid is "qualified" under the sale procedures approved by the bankruptcy court.
If the bid passes muster, Sears and its independent board members will then have to determine if the ESL offer is a better outcome for the company and its creditors than the either of the offers from liquidators.
A preliminary version of ESL's offer for Sears made in early December came under fire from the company's unsecured creditors because it releases Mr. Lampert and others from future lawsuits related to their oversight of Sears before its bankruptcy filing. The unsecured creditors also object to the so-called credit bid that is part of ESL's offer.
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since the judge didn't seem to buy into the objections from the creditors regarding the swap issue i previously posted, it would seem like he might go ahead and approve els's bid if it "passes muster" as discussed above.
the global bidding procedure provided for a "credit bid" so complaints about that seem off base. the global bidding procedure also provided for a bid by an "insider" so complaining that esl (through lampert) had some questionable advantage also seems off base.
regarding releasing lampert and esl from liability if this bid is approved and accepted also seems like something the court would approve. as with the "swap" deal the judge just refused to overturn (because among other reasons, it was approved by outside directors and passed muster internally) the same was true of the lampert/esl loan/credit deals.
since these were all examined and approved, and since sears holdings has/had insurance for officers and directors to cover any liability issues, the judge would hopefully tell any disgruntled entities to take it up with the insurance company.
can't imagine judge drain would approve the esl deal and not countenance the release esl/lampert are seeking. that's why sears holdings had insurance.
finally, despite all the whining, there were NO OTHER INDICATIVE BIDS and IF the esl bid is approved by sears and recommended to the judge, the judge will then have to evaluate any objections from creditors. i still feel that may be a hard sell for them if esl's bid is qualified. regardless of how esl/lampert handle this down the road, there are some 50k jobjs hanging in the balance and those will just go away pretty much immediately if liquidation is the choice outcome.
again, even if the esl bid becomes qualified, there will not be a hearing on the matter until feb 1 (i believe that was the date for the hearing)
judge drain refuses to undo cyrus swap/note deal. i view this as good news for the els bid getting approval:
In a brief hearing Wednesday in the U.S. Bankruptcy Court in White Plains, N.Y., the committee's attorney Ira Dizengoff said he was "not exactly sure what happened" but would investigate the transactions. Judge Robert Drain approved the note sale to Cyrus, which recently extended $350 million in bankruptcy financing to keep Sears afloat.
how about reading docket #862 and then revisit your "issues to consider" once you have a better understanding of the global bidding procedure
"Mondays activity was short covering from the 1.00 to 10.00 range. Plus year end tax loss selling."
no selling on monday had anything to do with tax loss selling because in order to claim a tax loss, settlement has to occur before the end of the year. any sales on monday will not settle until 2019, hence no ability to claim a 2018 tax loss for monday's sales.
it won't be newco unless or until esl's bid becomes qualified and judge drain approves a sale of the go-forward assets to esl.
another thought to ponder over the holiday is the debt issue. since sears holdings applied for bk in october, it has closed about 140 stores. the inventory in those stores will be sold, any owned stores will be sold, and if the bk court approved any lease rejections for any of those stores, then the leased stores will be returned to the respective landlords. for any leases which may have significant terms left (including any options to extend) and for which sears might be able to sublease (or if the locations are valuable to the landlord) sell back to the landlord, there could be value there as well.
the point in bringing this up is that esl, i don't believe, will be assuming any of the debt for these stores or any of the liability of the inventory contained in these stores. those issues will be the responsibility of the holding company and as they sell off these assets, any entity owed money associated with those assets will be paid.
will that be 100% on the dollar? i don't know but that uncertainty will certainly be part of the argument for those owed money to not accept esl's bid and to just liquidate the company when/if there is a hearing on esl's bid.
since the preference of sears holdings in its bankruptcy filing was to sell the company on some type of going concern basis in order to "protect" jobs, among other things, if esl's bid is approved there will be a significant amount of pressure to let his bid be honored.
posted earlier today about the tax loss carry forward benefits possibly accruing to anyone having a bid approved and honored to keep the company alive as a going concern.
i believe for esl to get those tax benefits, it will have to operate the company in a similar manner under which the tax loses were incurred. while that doesn't mean forever, it probably wouldn't be cratered if esl set up a reit structure, sold off underperforming stores, redeveloped others and "did its best" to keep sears operating as some type of retail concern. i have to believe any tax loss carry forwards to play a meaningful part of anything esl does going forward although that doesn't necessarily mean keeping all 425 stores operating in a fashion similar to how they are currently operated.
that chicken's eggs haven't been laid yet. esl's bid still has to be qualified. while not necessarily public immediately, the bidder will be notified by the 4th at 4 p.m. would imagine the status will be leaked in some fashion but it could be after market close if the notification is at the last minute.
then there is still the issue of whether or not the commons will be preserved and whether or not the judge will approve esl if it is the qualified bidder as opposed to a full liquidation.
still a lot of volatility in the near future.
if your conclusion is this
______________________________________________________________________
"Sounds like he's very well may be bidding on the company and then just take it private, screwing over shareholders and bondholders"
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based on what i posted, then that's not what i said or implied.
if esl were to set up newco as a reit, that doesn't, in and of itself, mean shareholders and bondholders are screwed. as noted below from the lazard letter in the global bidding procedure, a successful bid for the company substantially as a whole has significant tax benefits.
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We also note that the tax profile of the Company represents the potential for substantial future value, and prospective bidders should take into account that an acquisition of the equity of the entire group pursuant to a Chapter 11 plan, through an acquisition of Sears Holdings Corporation, is most likely to preserve this potential value as part of the assets and value acquired.
______________________________________________________________________
the global bidding procedure also contained the following requirement:
Cash Requirements. All bids must provide sufficient cash consideration for the payment of any applicable Termination Payment in cash in full. Any Credit Bid must include a cash component sufficient to pay any applicable Termination Payment and all obligations secured by senior liens on the applicable Assets
____________________________________________________________________
that suggests to me that for whatever obligation there is a termination fee provision, the fees to those holders will be paid. additionally, any bondholders or companies which provided loans or letters of credit which were secured by real estate will also be paid.
since it was suggested the esl bid included a provision that esl/lampert would cancel their bonds, that would only leave any other secured bondholders/lenders to pay off. and according to the global bidding procedure, they would be paid off. unsecured bondholders is another story and i don't know how that might be addressed.
since it appears that only one bidder presented an "indicative bid" and that bidder was esl, IF esl is deemed to be a qualified bidder, then the following provision of the global bidding procedure kicks in:
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With respect to Assets not included in any Stalking Horse Package, if only one Qualified Bid is received in respect of such assets by the applicable Bid Deadline, the Debtors may, upon direction from the Restructuring Committee and in consultation with the Consultation Parties, determine to consummate a Sale Transaction with the applicable Qualified Bidder (without conducting an Auction for the applicable Assets) and shall file with the Bankruptcy Court, serve on the Sale Notice Parties, and cause to be published on the Prime Clerk Website a notice identifying the Qualified Bidder and setting forth the terms of the Qualified Bid and the date and time of the applicable Sale Hearing.
______________________________________________________________________
any sale hearing is scheduled for february 1.
my hope is that esl will prevail and be sold the assets of sears for which it bid. referencing general growth properties, when ggp emerged from bankruptcy, it elected a reit structure which is what i think might happen with sears.
additionally, when ggp emerged from bankruptcy, it issued a prospectus for a new stock and warrant offering which included the following provision:
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Treasury stock has been reduced to $0 as Old GGP stock is cancelled per the Plan and only current stockholders of Old GGP are issued New GGP stock.
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additionally, "old ggp stockholders" also got shares in the spin off of the howard hughes company as part of the "deal" when ggp emerged from bankruptcy.
as i have maintained before, this IS a crapshoot but not a zero possibility that common stockholders will survive. if we do, there will be very significant dilution but i can not imagine anybody who holds shldq at anything less than a $1/share will complain much if they get issued shares of the newco which could trade for a multiple of that.
suppose there is also a possibility if the old shares survive they could be traded in some fashion that is not one for one. in other words, maybe 10 shares of shldq get one share of newco. don't think that would happen but again, who knows?
if esl is approved as a qualified bidder, then it will all be in the judge's hands for a hearing on feb 1
he sets newco up as a reit, gradually sells all of the stores (possibly keeping a few if he can figure out something to do with them as repurposed real estate), gets rid of all of the employees, keeps the 2 million sq. ft. corporate campus in hoffman estates (metro chicago) which is on 200 acres (owned by sears and part of the package on which esl bid) (together with a few tens of acres from the original 700 acres purchased there) which can spin off good rental income, lease out the warehouses, sell or continue the auto stores, etc. etc. etc. has at least 4 stores in hawaii (not sure what owned/leased mix is) which have to be worth more repurposed than sears retail.
just can't see him turning it around as a viable retail business. inventory is on the books at the lesser of cost or market and the owned real estate is on the books at the lesser of cost or market. probably a good deal of it is well on its way to being fully depreciated. they have around 30 warehouses with about 1/3 if them owned.
am pretty sure he has a plan which doesn't really include "saving" sears as a going concern, at least as we know it.
"people are still going to steer away from this because in most bankruptcies common shareholders retain zero value"
i agree with that statement. what i'm trying to determine is whether or not shldq follows along with most or is it one of the few which bucks that maxim
the original lampert/esl bid was described as follows:
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ESL Investments Inc., a hedge fund founded by Eddie Lampert, has placed a bid of $4.6 billion to purchase what remains of Sears Holdings Corp. The acquisition would be through a newly-formed company, Newco, and would be comprised of up to $950 million in cash, a credit bid of about $1.8 billion, $500 million in Newco notes, cash, and/or waiver or assignment of deficiency claims, rollover of about $271 million in cash collateral from the LC Facility, and about $1.1 billion in assumed liabilities like gift cards and Sears' Shop Your Way loyalty program. The bid assumes that about 50,000 employees would continue working for the company and a reinstatement of the severance program.
____________________________________________________________________
the bid put in yesterday was described as follows:
____________________________________________________________________
Lampert’s bid is backed in part by $1.3 billion in financing from three different financial institutions, the spokesman for his hedge fund, ESL Investments Inc, said. It would preserve about 425 stores that Sears has yet to close, and secure the jobs of up to 50,000 workers out of the 68,000 employed by the retailer. An affiliate of ESL, Transform Holdco LLC, submitted the bid, the spokesman said.
People familiar with the matter said the financing comes from Sears’ existing lenders Bank of America Corp and Citigroup Inc, as well Royal Bank of Canada, which was not previously a lender, which together agreed to provide a $950 million asset-based loan and a $350 million revolving credit line.
Some of Lampert’s bid relies on $1.8 billion of Sears debt that ESL already holds and plans to forgive to back the offer, the sources said. The bid also includes about $400 million in financing from non-bank lenders, the sources said.
The bid contemplates assuming protection agreements Sears has previously sold to reassure customers who have bought appliances, televisions, lawn tractors and other big-ticket items, the ESL spokesman said.
_________________________________________________________________
certainly seems there are some differences. for one, there are three different financial institutions providing financing. the lack of "proven" financing was one reason esl's prior bid was not qualified.
the original lampert/esl bid was described as follows:
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ESL Investments Inc., a hedge fund founded by Eddie Lampert, has placed a bid of $4.6 billion to purchase what remains of Sears Holdings Corp. The acquisition would be through a newly-formed company, Newco, and would be comprised of up to $950 million in cash, a credit bid of about $1.8 billion, $500 million in Newco notes, cash, and/or waiver or assignment of deficiency claims, rollover of about $271 million in cash collateral from the LC Facility, and about $1.1 billion in assumed liabilities like gift cards and Sears' Shop Your Way loyalty program. The bid assumes that about 50,000 employees would continue working for the company and a reinstatement of the severance program.
____________________________________________________________________
the bid put in yesterday was described as follows:
____________________________________________________________________
Lampert’s bid is backed in part by $1.3 billion in financing from three different financial institutions, the spokesman for his hedge fund, ESL Investments Inc, said. It would preserve about 425 stores that Sears has yet to close, and secure the jobs of up to 50,000 workers out of the 68,000 employed by the retailer. An affiliate of ESL, Transform Holdco LLC, submitted the bid, the spokesman said.
People familiar with the matter said the financing comes from Sears’ existing lenders Bank of America Corp and Citigroup Inc, as well Royal Bank of Canada, which was not previously a lender, which together agreed to provide a $950 million asset-based loan and a $350 million revolving credit line.
Some of Lampert’s bid relies on $1.8 billion of Sears debt that ESL already holds and plans to forgive to back the offer, the sources said. The bid also includes about $400 million in financing from non-bank lenders, the sources said.
The bid contemplates assuming protection agreements Sears has previously sold to reassure customers who have bought appliances, televisions, lawn tractors and other big-ticket items, the ESL spokesman said.
_________________________________________________________________
certainly seems there are some differences. for one, there are three different financial institutions providing financing. the lack of "proven" financing was one reason esl's prior bid was not qualified.
when you say:
____________________________________________________________________
"Fact - regardless of commons owned they have the ability to put up a 4 billion offer. I that includes wiping out the 40% retained you don't think based on history he will be just fine with creating preferred's for himself in the New entity."
______________________________________________________________________
if the most recent proposal by esl mirrors the last in respect of their credit holdings, then esl is offering to cancel their bonds (a credit bid) as part of their total offer.
if esl's bonds are cancelled, the only thing they have left is their 40+% common stock position. they didn't offer to cancel their common stock.
that would be one reason i could imagine why lampert/esl would want to preserve the existing common shareholders.
as i have maintained all along, i have no idea whether or not the common stock will survive a reorganization but there are reasons to think it might if esl is successful in its bid to acquire the company and its remaining assets.
generally, preferred stock is purchased. if lampert were to attempt to award himself preferred stock in a new company, it would first have to be authorized, provided for in a corporate charter, approved by a board of directors, and filed with the sec. based on the potential litigation lampert/esl might be facing over their seritage and loan/credit deals, that might be a hard sell for him. not saying impossible, but he has a much clearer path to majority control maintaining the existing shareholders.
his bid still has to be qualified, approved by sears holdings, and then agreed to by the judge. potentially still weeks away from knowing anything definitive which means a lot of uncertainty and volatility for this stock.
while i don't disagree with your broad brush comments, a lot of your specifics are factually incorrect.
when you say "he" wasn't willing to do the visionary things in the 90's, any reference to lampert or esl at that point is baseless.
lampert's esl fund (when it was worth way more than it is now) started purchasing kmart debt in 2002 AFTER kmart filed for bankruptcy. can't find any evidence either lampert or esl had an equity position in kmart either before or during the time kmart was in bankruptcy. therefore, he had no vested interest in preserving common shareholders.
unlike the kmart situation, lampert/esl have a significant equity and debt position in sears and those positions were held before bankruptcy.
WHILE I DON'T KNOW IF SEARS COMMON SHAREHOLDERS WILL SURVIVE IN THE EVENT LAMPERT/ESL ARE SUCCESSFUL IN THE BID FOR SEARS, they certainly have a significant interest in having the common stock survive since they hold over 40% of the outstanding common stock.
can't find anywhere that lampert/esl had any director or officer position in sears in the 90's. in fact, he didn't become ceo until 2013 so attributing his failures in the 90's to do anything to turn around sears is ridiculous.
history may be our teacher with respect to looking at lampert's decisions, but any history associated with lampert involving kmart and sears certainly didn't begin in the early 90's as you suggest.
again, i have no way of knowing whether or not sears or its common shareholders will survive, but any analysis of that situation is probably best based on facts not lies.
• December 28, 2018 (4:00 p.m.): Bid Deadline
• December 31, 2018 (4:00 p.m.): Deadline to object to the designation of a Stalking Horse Bidder and any Stalking Horse Bid Protections
• The later of (i) fourteen calendar days after service of the Assumption and Assignment Notice and (ii) January 7, 2019: Deadline to object to (i) proposed Cure Costs for Proposed Assumed Contracts in a Stalking Horse Bid and (ii) Adequate Assurance Information for Stalking Horse Bidder
• January 4, 2019 (4:00 p.m.): Deadline for Debtors to notify Prospective Bidders of their status as qualified Bidders and announcement of Auction Packages
• January 11, 2019 (10:00 a.m.): Hearing on Stalking Horse Designation Objections and on objections to the qualification of any Credit Bid by affiliate or insider, if necessary
• January 14, 2019 (10:00 a.m.): Auction held at Weil offices, if necessary
• January 16, 2019: Target date for debtors to file with the Bankruptcy Court the Notice of Auction Results and to provide the applicable Counterparty with Adequate Assurance Information for the Successful Bidder (if different than the Stalking Horse Bidder)
• The later of (i) January 24, 2019 and (ii) eight days of filing of the Notice of Auction Results and Service of the Adequate Assurance Information: Deadline to object to (i) the proposed Sale Transaction for a Successful Bidder (including a Stalking Horse Bidder), (ii) Debtors’ proposed Cure Costs for Proposed Assumed Contracts not included in any Stalking Horse Bid, (iii) the assumption of and assignment to a Successful Bidder that is not a Stalking Horse Bidder of any Proposed Assumed Contracts or any Contracts or Leases that may later be designated by such Successful Bidder for assumption and assignment, and (iv) conduct of the Auction
• January 29, 2019 (4:00 p.m.) or two days prior to the Hearing Date: Debtors’ deadline to reply to Sale Objections
• February 1, 2019 (10:00 a.m.): Sale Hearing
following is a link to the same type of report filed over 14 months ago and over a year before sears holdings filed for bankruptcy. notice the same 60 day provisions for exercising conversions to common stock.
guess you are suggesting there was some real inside information which permitted these people to know a year in advance that a newco would be formed and they needed to "protect" their common stock.
wow!
https://www.sec.gov/Archives/edgar/data/923727/000119312517304722/d468348dsc13da.htm
so, you have demonstrated some ability to read with little ability to comprehend that which you have read. lol
neither newco nor your reference to a "60 day rule" were put in there for the fun of it. so, why where they there?
newco is the name of a new entity which would be formed in the event the bid by lampert/esl is qualified and is given preference to either one of the liquidation bids, in which event there would be no need for a "new company" since the old company "sears holdings" would begin a complete liquidation of its business.
the 60 day thingy applies to provisions which certain of the listed beneficial owners have to convert warrants for stock or various kinds of notes into common stock within a 60 day period as provided in those agreements.
notice there are way more beneficial shares owned than there are shares
currently outstanding. if all of those beneficial interests were converted into shares, then there would be some multiple of the current shares outstanding actually out there after exercise of either the warrants or notes.
the warrants have a fixed exercise price and an expiration date. warrants can expire and not be exercised.
the purpose of the filing which you have referenced is to show the total beneficial ownership interests held by various entities or individuals. beneficial interests may not necessarily be voting interests. e.g., if a warrant was held permitting purchase of stock at a fixed price but that warrant had not been exercised, then no voting rights would accrue to the warrant. however, for the corporation as well as other stockholders, if the warrants are exercised that would increase the number of shares outstanding and it would be dilutive to existing shareholders. shareholders also have a right to know how their shares might be diluted in the event any type of share purchase agreement is exercised. hence, the sec filing sc 13d/a the general statement of beneficial ownership.
actually, the amendment you reference is sec form sc 13d/a which is a statement of beneficial ownership. this is a transaction report required of officers, directors and certain shareholders who have beneficial ownership of 5% to 10% of a company's registered securities.
this form in no way purports to be a listing of "protected" common shareholders.
actually, the document does not say only certain shareholders common stock is "protected". not sure where you got that but please point to a page number of the filing. what the filing does say is this:
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“On December 5, 2018, certain of the Reporting Persons submitted an indication of interest (the “Indicative Bid”) in the acquisition, through a newly-formed entity (“Newco”), of substantially all of the go-forward retail footprint and other assets and component businesses of Holdings.
_______________________________________________________________________
if esl's bid is accepted and a newco is formed, neither lampert nor anyone else can pick and choose which shares of common stock survive (if any survive). at this point, esl's common stock is not different than anyone else's common stock.
if newco is formed and issues new stock, IF THE OLD STOCK SURVIVES, then all of the old stock will be exchanged for shares in newco
IF YOU SEE SOMETHING ELSE IN YOUR POSTED DOCUMENT REFUTING THIS OR SHOWING THERE IS A PROTECTED CLASS OF CURRENT COMMON SHARES, PLEASE LET US KNOW.
before anything happens, the esl bid must be qualified. in the meantime, there were two bids submitted to liquidate the company. if either one or both of them become qualified and esl is qualified, i believe arguments will be made to judge drain who will decide if the best interests of all concerned will be to liquidate or allow the company to survive in some fashion on a go forward basis.
if drain decides liquidation is best and both liquidation bidders are qualified, then an auction between those two bidders will take place and sears common stock will be worthless.
ok, understand what it is you are asking.
don't know how many investors esl has. know that goldman sachs pulled out a lot of money which it had with esl some time back. also michael dell, george soros, david geffen and the ziff brothers pulled out as well. his original investor (rainwater) pulled out as well. maybe it's just down to eddie. i don't know. however, if esl is "worth" $1.3 billion, probably not many clients at this time.
https://www.pressreader.com/usa/los-angeles-times/20181015/281513637119279
fortune update on esl bid:
http://fortune.com/2018/12/28/sears-eddie-lampert-extension-sears-bid/