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Your statements were also not backed by any data in that post, which also doesn’t provide support to your case. What I have seen is that your opinion can be manipulated by public opinion and hype, and that you don’t go any further that hearsay to make your decisions. Again, please provide real data that supports claims of this stock growing or decline so other traders may make educated decisions based on those facts.
Please provide facts to back these statements.
Cheers to that. First day in like three weeks I’ve had off at the same time as the Mrs. so I’m gonna log off. Got some gaming to catch up on with her, I’ll see you guys tomorrow.
Chapter 11 bankruptcy is the only thing allowing Eddie the loopholes to do what he’s doing, and since he was the one who filed the chapter 11, I think he is more than aware that he is making huge profits off of it.
I agree. Short term will have quite a bit of volatility, long term is just straight up. Eddie stands to make so much money on this whole thing it's stupid.
Ladies and gentlemen, looks like we got him.
So this will be my third major post discussing the floating opinions and ideas on what is going on with SHLDQ. I'll be doing my best with this to stick only to things that we have documentation to prove, and with that said, hold on tight, this is crazy. (PS, TL;DR at the summary point below)
First of all, this post revolves around the idea that Eddie and his private company are in fact still a part of SHLDQ. To prove this, my first thought was to simply show that private companies own shares of publicly traded stock all the time. Unfortunately, that isn't allowed on OTC, so I was stuck on that for a bit until I realized that Eddie has been playing this game better than anyone I've ever seen, and he's going to make billions off this.
Everyone knows that Eddie and his hedge fund made a 5.2 billion dollar buy of this stock. But the kicker his is that Eddie was also the one who is responsible for making that purchase possible in the first place. It seems like no one bothered to ask how his holdco was allow to make this purchase. Normally, a hedge can't purchase common stock while being traded OTC, except when its a bid for assets due to Chapter 11 bankruptcy, which was filed by sears while Eddie was still chair. This guy literally created the circumstances in which he would be allowed to purchase this thing for himself, and then immediately did it.
Now, Eddie and his private company own 73% of SHLDQ assets, however his ownership is still tied to the stocks value the same as any other common stock. Eddie wants to change this, but he wants to make as much money as possible doing so. Now we get to the interesting NOL's conversation and the overall worth of SHLDQ with these included.
NOL's as I understand them are very complicated, and almost impossible to fully take advantage of. However, thanks to Chapter 11 bankruptcy (which Eddie made sure sears filed for), a buy out would entail almost total control and full usage of the entirety of the tax break. In the previous state that SHLDQ was in, the assets of the company is worth 7.55 billion, with the debt was at 11.28 billion. As chair, Eddie could see sear was failing, but also knew that Chapter 11 bankruptcy offered loopholes for him as a hedge owner and billionaire to make a purchase of SHLDQ that would also allow for an additional 5.2 billion in tax breaks to be added to the deal. Currently, if Eddie purchases the remainder of SHLDQ, he will in fact go from the chairman of a company with a net negative of 2.5 billion, to the private owner of sears with a net gain of 2.5 billion. He literally flips the debt buy filing bankruptcy, stepping down, and purchasing the company in a bid through his private hold co.
Now, what does this mean for us? Currently thanks to our good friend the 8-K, current shareholders would, and will be compensated by either having their shares bought at a premium, or we would be given a share exchange for whatever new company we became a part of.
SUMMARY OF ALL FACTS SO FAR:
Eddie allowed sears to file chapter 11 bankruptcy which allowed for a loophole where not only could he use hedge money to bid for SHLDQ, but also opens up the usage of all 5.2 Billion in NOL's held by SHLDQ. This flips the current debt of SHLDQ from 2.5 billion in the hole, to being 2.5 billion in surplus. Eddie stands to make 2.5 billion for free. It's ridiculous.
NOW FOR SOME SPECULATION, WITH FACTS BACKING IT!
Look, Eddie is going to purchase the rest of SHLDQ. He stands to make 2.5 billion for not doing anything other than being there. I think however he isn't just going to stop at a flat gain. He would have to deal with current shareholders by buying them out (loosing money) or find a way to exchange their shares for a new company. To me, it looks like Eddie will in fact rebrand Sears. The 8-K shows protections for 45000 jobs, conversations with Eddie (which I have links to) show an intent to go public, and with a newly bought sears he could rebrand the SHLDQ, to SHLD and start trading asap on the nasdaq, which would allow for more hedge funding there. This of course would come with a $5 start point since this is the minimum for nasdaq trading. The goal for this man has been to make money from move 1, and I don't see him slowing down. I have fact checked everything here, and will have all links below labeled. It seems like we are in for a serious comeback with this guys, thanks for all the hard work with the research. Let's keep it up and stay vigilant with what news continues to come out.
Schedule 13D amendment num 76.
https://www.sec.gov/Archives/edgar/data/923727/000119312519036184/d673785dsc13da.htm
Original 8-K form (January 17th)
https://www.sec.gov/Archives/edgar/data/1310067/000119312519016016/d689966dex21.htm
Amendments to 8-K
https://www.sec.gov/Archives/edgar/data/1310067/000119312519041193/d704657dex21.htm
Assets/Liability break down (marketwatch)
https://www.marketwatch.com/investing/stock/shldq/financials/balance-sheet
Assets/Liability break down (morningstar)
http://financials.morningstar.com/balance-sheet/bs.html?t=SHLDQ®ion=usa&culture=en-US
Old Bloomberg NOL's discussion (allows carry over)
https://news.bloombergtax.com/daily-tax-report/lamperts-sears-bid-targets-tax-offsets-possibly-worth-billions
Reuters article Eddie Public hint
https://nypost.com/2019/02/13/eddie-lampert-hints-sears-could-eventually-go-public-again/
How NOL's work (breakdown)
https://www.nolo.com/legal-encyclopedia/how-deduct-business-losses-net-operating-losses.html
https://www.wallstreetmojo.com/complete-guide-net-operating-loss/#ma
Thanks everyone. I have enough info. Brace yourselves.
I like the post, but I was wondering if you could provide a link to a news article or whatever where Eddie says he fully intends to keep it private? I've only found the opposite from a news article from Reuters.
https://nypost.com/2019/02/13/eddie-lampert-hints-sears-could-eventually-go-public-again/
I have not had anyone contradict my claim thus far. I’m going to wait a little longer, but I have one hell of a theory built.
Hahaha thanks. Would you be willing to help a fact check? I've gotten no one else to help confirm this. Check to see if you can find any reference to NOL's, net operating loss, or anything involving tax breaks in this assets/liability break down. If they aren't included, I have a huge post coming, and Eddie Lampert is a damn genius and has played this system like I've never seen.
https://www.marketwatch.com/investing/stock/shldq/financials/balance-sheet
It's not worthless by a mile. I'm working on a theory, I have 3 published articles and 3 court documents backing me with facts. I'll be posting as soon as I get confirmation on my most recent discovery.
Ok please check my last post. I need confirmation, I'm on to something massive. This post of yours along with the confirmation I need puts a nail in this coffin. I'm not kidding, I think I just solved this thing.
I apologize, I didn't mean to get snappy, it's been a long day. I've found something indicating about 11.28, so you are right with that. But I think they actually have a net worth with NOL's included of over 13, so something to look into.
Not to hype this, but I found something.
I would like others to help me confirm this but I found a breakdown of SHLDQ assets and liabilities. I don't know the accuracy of this site, which is why I want others to double triple check this but here's what I've found.
SHLDQ currently has 7.55 billion in assets (money), and 11.28 billion in liability (debt). However, I can't find anywhere that the NOL's which are valued at 5.2 billion are listed anywhere in either the liabilities or assets. Meaning, SHLDQ's actually worth about 13.75 billion dollars, with 11.28 billion in debt, which is a net gain of 2.47 billion to the group responsible for purchasing in full SHLDQ. My link is below, please other's help verify this. This could mean we are sitting on net gains no matter what happens.
https://www.marketwatch.com/investing/stock/shldq/financials/balance-sheet
That was a puff piece written 9 days before the first 8-K form that changed almost everything written in that article, and was published by an author who writes exaggerated pieces for the article "The Motley Fool". This isn't facts, this is opinions.
Ok so, I checked into that bloomberg article. It was posted December 7th, and we've had a lot of changes since then. However a few things do remain the same. The tax law stated here is correct, and is in fact the conversation about the NOL's going around with the SHLDQ. What this doesn't address is the already made purchase by Eddie for 5.2 billion, 1.2 billion of which was used to take on 73% of the SHLDQ common stock shown in the schedule 13D. The other 4 billion was supposedly used to clear the debt of sears and bail them out of bankruptcy, but I say supposedly because I actually don't have the data to back that, and would appreciate anyone going through and finding an exact accounting of what money was used and how.
CONCLUSION HERE IS HALF FACT, HALF SPECULATION, BE AWARE OF THIS.
So, it seems to me that after the current purchase from Eddie, nothing has changed except the fact that he is now a majority shareholder and no longer chair. Without purchasing the entirety of this company it doesn't look like he can utilize the NOL's tax breaks (people have argued he has them already, please provide evidence, I have not seen it). I think he will try to bid for the remainder of SHLDQ to acquire the NOL's, and then merge us with either his private company, or shoot for a nasdaq traded sears.
Hey Jim, I mean this in no disrespect and with total honesty, but can you get a legal document showing the 11 billion in debt or perhaps find it in the 8-K or Schedule 13D? I've tried looking and I can't find it. I know there is debt, but I haven't seen a legal exact number.
Sorry, I was called in to work on an emergency, let me read into this a bit more and I'll get back to the board on my thoughts. Currently, the two standing main theories are Eddie is separate from SHLDQ, or that he is tied to us. This statement you shared would only work in the context that Eddie is still tied to us, and I want to think about how it would be deconstructed from another viewpoint. Regardless, very interesting, I have work to do with this.
Thanks you :) and I plan on sharing any information I get that is credible as I find out. Short or long, people deserve to know what is actually happening. If this stock were failing, I'd want people to pull out to protect themselves from a loss. Anyway, thanks again for the kind words!
Since my previous post with these are no longer stickied, I wanted to post them again as they are very important to current conversations. Please read these in their entirety to help understand what is going on with this stock. Thanks :)
Schedule 13D amendment num 76.
https://www.sec.gov/Archives/edgar/data/923727/000119312519036184/d673785dsc13da.htm
Original 8-K form (January 17th)
https://www.sec.gov/Archives/edgar/data/1310067/000119312519016016/d689966dex21.htm
Amendments to 8-K
https://www.sec.gov/Archives/edgar/data/1310067/000119312519041193/d704657dex21.htm
Not to offend, but I do want to point out that inexperience traders do frequent places like this, and sarcasm in either positive or negative directions can falsely influence them. I got the joke, but also consider the beginners :)
But really lets see that $1000, my lambo is going to be green.
Please provide original citation for "EDDIES PLAYBOOK" so others might try to understand the legal verbiage :)
What facts do you have to contradict previously stated claims that Eddie in fact holds 1.2 billion in common stock. This can be seen in the Schedule 13D amendment num 76 form published February 11 near the bottom of the page. The top of said page also directly states that what is being addressed is common stock, thus if there was a stock cancellation Eddie would loose 1.2 billion over night. Not a move seen by people who have billions very often, and especially not ones who were in charge of the company previously before reinvesting. Please provide factual data with primary sources.
P.S. The link to mentioned form is linked in my stickied post along with the original 8-K, and amended 8-K forms. All great reads, I highly recommend them.
The original 8-K published January 27th is a very long and technical form. Would you be able to pinpoint the section you believe describes or hints at a buy out of this magnitude? I have read both the original 8-K and the amendments published February 8th and each time I go through it I find something I missed previously. I'd love to see $10, but I want to see facts first. Thank you.
This is the link to the 8-k amendment drafted February 8th. What section are you referencing here? There are 29 pages of edits, please be specific if you feel there is a problem so others can analyze the legal verbiage. Thank you.
Hahaha morning guys and thanks dragon for bringing the facts. I’ll be on and off today, kind of my lazy day and I think I’m going fishing with the Mrs. later.
Thanks you for the compliment! :) My view is that no matter what side you are on, as long as you are presenting data and facts from valid sources you are helping the every day trader. Good luck with your own research, I look forward to reading it.
This is also not true. Please refer to the recently amended 8k form published February 8th.
I apologize this must be going over my head. Are you saying him being the CEO of sears, or his holding co is limiting him?
What data do you have to back this up?
Wait, he’s limited to how much he can buy as the head of his hedge? He did step down as chair from sears already, am I missing something?
Can’t tell you how much I want nasdaq trading for this. If that ever happened I’d put down a hell of a lot more than the 10k I have in right now.
Thank you for your kind words :) I’ve had a lot of fun working through all the data, and discussing all outcomes that are on the table with the other posters here.
I try to stay away from speculative posts. Especially since stock value can be easily valued higher or lower based on public opinion. I’d love to see 5-10, but that’s just a want. I’ve seen numbers thrown around suggesting anywhere from $5-47 that were backed with math, and some crazy claims as high as $100.
The short term is a bit harder to predict and is based on 2 things. Public opinion and the planned released documents (amended 8k) on Tuesday. If all is good, might see another jump.
Also, this article shows what I was talking about in better detail with the difficulty in manipulating and transferring NOL’s
https://seekingalpha.com/instablog/49846589-bankruptcy-blogger/5251701-sears-bankruptcy-breaking-five-parts-part-3
Bottom of my post, 3 links to documents from the United States Securities and Exchange Commission.
You didn’t read my compilation of discussion notes did you?
My main theory that I am endorsing and backing I have given direct legally binding court documents to back. The NOL’s conversation is a part of one theory that is plausible but isn’t my main focus.
This is an assumption of action based on a single interpretation of out of context tax law. I feel that the NOL’s are not transferable without taking the remaining debt of SHLDQ with it and compensating the current shareholders. This assumption of NOL transfer has no bearing in fact.