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buffett also had two rules of investing:
rule #1 was don't lose money
rule #2 was see rule #1
buffett has also spent a lot of time analyzing his investing mistakes.
i've got no buyer's remorse taking my profit in shldq. i paid attention to buffett's rules of investing.
i initially was quite hopeful, based on lampert's equity position in the company, the common shares would survive.
when it became obvious to me that would not happen, i got out of my position. i just think this is way too risky to "play" for daily moves. there will come that day when there are no more deck chairs and those who have one will be sorry they didn't take a lifeboat when the chance was there.
they will then be the ones screaming to bring suit against lampert claiming as a defense that eddie said this was going to be the best outcome for all stakeholders. they will sound as pathetic as the unsecured creditors who might be lucky to get two to four cents on the dollar realizing they will be getting nothing.
bar,
faster maybe, but cheaper? what about trustee costs?
would the litigation against lampert/esl go away in a chapt 7? since shc is a party, seems like legal costs could not be avoided. any possibility in a chapt 7 that a trustee would join as a party?
after looking over that recent docket (4033) i believe, in large part, shc will have its a$$ handed to it by judge drain.
shc's claim it carved out 13 parcels at hoffman estates certainly does not seem to be supported by the language in the agreement.
shc's claims that transform breached the apa also seems to be refuted by chapter and verse in transform's rebuttal.
while the judge will have to wade through the complaint, rebuttal, and go back to the apa, i just don't think shc has a strong position against transform.
for each count on which transform is able to prevail, seems that is just another nail in shc's coffin toward administrative insolvency or the judge sending this to chapt 7 with the appointment of a trustee to oversee the winding down and ultimate demise of shc.
the $hit $how continues.
it might help to read the filings:
The Debtors estimate that, as of the Commencement Date, the SHC Tax Group had consolidated net operating losses (“NOLs”) of approximately $6 billion, among other tax attributes (including tax basis in assets). However, in accordance with the Asset Purchase Agreement, a substantial portion of such NOLs and certain of their other tax attributes are expected to be transferred to Transform as a result of the Sale Transaction (in combination with the subsequent liquidation of the Debtors) qualifying as one or more reorganizations for U.S. federal income tax purposes, subject to reduction with respect to any item of cancellation of debt (“COD”) incurred by such Debtors in the taxable year of the Sale Transaction or afterwards.
_____________________________________________________
any remaining nols which remain with shc will be used to avoid taxes on any asset sales shc might have as a result of shc's liquidation. there will be NO reorganization!
______________________________________________________
Although the Debtors may recognize taxable income in connection with the transfer of the Liquidating Trust Assets to the Liquidating Trust and their liquidation (which is intended to occur prior to December 31, 2019), the Debtors expect to have sufficient available NOLs and/or other tax attributes to avoid any meaningful U.S. federal, state, local or foreign income tax liability.
_____________________________________________________
notice the above, shc expects to be fully liquidated by december 31, 2019. any thoughts that sears will be rising from the ashes is pure fantasy.
yes, and i guess pigs can fly
thinking outside the box must be akin to fishing outside the ocean.
merlin?
gonna take a wizard skilled in alchemy
grab your deck chair and enjoy the music. the titanic sunk and so will sears (shc and shldq).
probably should take a look at docket 4029 filed today. seems like eddie is screwing a lot of things.
continued trouble in paradise.
don't think eddie will be in any mood to "save" the commons
simple logic.
think inside the box for this one, it's all right there
"one thing he's not, is stupid!" may be correct. but those who don't understand and appreciate the difference between an asset sale and a stock sale may be.
i can explain it to you but i can't understand it for you.
try reading the apa and its first amendment for starters.
yes, "Something BIG is about to land", and it will be in your shorts. there is MOASS than a pallet of depends could cover.
shldq common stock will flushed.
from the filing: Based upon 109,236,080 shares of Holdings Common Stock outstanding as of December 7, 2018, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2018, that was filed by Holdings with the SEC on December 13, 2018.
see link:
https://www.sec.gov/Archives/edgar/data/923727/000119312519146695/d713936dsc13da.htm
right there at the bottom of the first page, footnote (1)
this from the quarterly report filed on august 4, 2018
As of September 7, 2018, the registrant had 108,992,750 common shares, $0.01 par value, outstanding.
https://www.sec.gov/Archives/edgar/data/1310067/000131006718000021/shldq22018.htm
if you expect to make up your losses on some other "investment" please take the time to read and understand these filings or you will be crying another sad song in the not too distant future.
this from a recent sec filing. now i realize this is only a legal document and it's very long, even dissertation length, but it clearly states there are only slightly more than 109 million shares outstanding and there have been 109 million shares outstanding from well before shc filed for bk.
so, if you really believe that eddie has sold over 100 million shares recently, that mean that less than 9 million shares are outstanding.
it also means that if eddie sold over 100 million shares recently there has been a change in the share ownership structure which would negate the nols.
so, you are telling us that eddie sold $40 million of shldq stock so that he could lose a couple billion dollars of nols and tax credits?
please read the documents. there is no conspiracy theory here. the facts are out there for all to see.
anybody who took a big loss on this recently has just not been paying attention. not paying attention to the facts is what led to a big loss.
where do you come up with the information he has sold over 100 mil of his shares recently?
what's your average $ on those 1 million shares?
shares have already been given. transform holdco gave shc class b preferred shares as part of the purchase price.
no more shares will be given or swapped.
“There’s nothing in the portfolio with any viability.” Allstate CEO Tom Wilson, a Sears executive in the 1980s and 1990s, says Lampert “is the janitor cleaning up the ashes. There’s no way it’s going to come back.”
An entity bearing the Sears name could persist for years. But as an element of today’s American culture, and as a retailer with plausible prospects for long-term growth, Sears is done.
linda,
it does seem that "something" happened but i'm just not sure what.
don't remember, are there any 50% shareholders in the company?
maybe i'm missing something, but what do you mean by "these two Shareholders"?
linda,
agree it doesn't apply to us but my thought was that someone either bought or sold after the filing in violation of the order.
just found it interesting as well as odd that it was put out there again.
any thoughts on why this docket was filed?
http://www.kccllc.net/windstream/document/1922312190520000000000005
i believe it was somewhere around docket # 5 that this issue was addressed.
wonder if someone or some entity got in or out without taking into consideration the previous filing?
yes, and those sears are the stores eddie purchased. has nothing to do with shldq or shc.
yes they do and eddie and transform holdco are probably happy with their purchase of all of those assets purchased for $5.2 billion including these three stores.
had nothing to do with shldq or shc
unfortunately, that is stanley black & decker which is opening that facility. it has nothing to do with sears since sears sold the craftsman line to stanley black & decker some years ago.
yes, but eddie didn't say "the best decision for ALL stakeholders/shareholders"
eddie is taking care of eddie, not those who can't read and comprehend what has clearly been stated.
read the filings and dockets. notice they don't start out "once upon a time, in a land far away..."
they are factual. the problem is those facts are at odds with other's fantasies.
reverse merger is another fantasy being floated. turds float just like this idea and the quicker they are flushed the better.
transform holdco is a private company. eddie, as the 100% owner of that private company has publicly stated he might consider going public but that wouldn't be for three years or more.
eddie has stated he needs to do some things with the assets he purchased from shears for $5.2 billion that he probably couldn't get by with if he had to answer to shareholders.
reverse mergers are a way for a private company to quickly go public without the need to raise capital. since eddie has said he has no interest in going public quickly and he will currently be able to fund what he wants to do by selling or otherwise monetizing some of the less productive assets he has purchased, he doesn't need to raise money at this time.
since eddie's move to go public is sometime out in the future and the asset purchase agreement requires shc to liquidate and wind down, there won't be any shc (or shldq shareholders) with which to merge when eddie is ready to go public (if he even chooses to do that).
there are and will be plenty of empty shells available for eddie to reverse merge in the future and those empty shells will not be saddled with the debt which the shc empty shell is obligated to satisfy via the bk process.
VJ,
guess sears is going to have to start printing their filings using a small font and eliminating all spaces between the sentences so that the reading challenged won't be tempted to try to read between the lines.
seems like in english, cancelled means cancelled. in other words, the common stock will be null and void. since there is nothing left around which to reorganize, there WILL BE NO ISSUANCE of shares in any new company. those still in disneyland need to read the docket! sears is providing both a chapt 7 and a chapt 11 explanation of how debt will be settled. there is no provision for common stockholders other than zero value.
this is an unfortunate offshoot of don't believe what you read and see with your own eyes, trust alternate facts.
yeah, but the problem with that statement from sears is that you can still read between the lines and think outside the box. so many possibilities. with news, this could go to $1.
but then again, that statement was only two sentences long and by no means a dissertation, so it seems that even the reading challenged could see the writing on the wall.
with a chapt 7 analysis in the docket, seems a plan of liquidation might in the cards. since sears has been able to box the available cash in either a chapt 11 or chapt 7 case, the only reason not to throw it into chapt 7 would be to avoid trustee fees.
those classes who will be getting paid might object to a chapt 7 for that reason.
obsessing over thinking outside the box and criticisms of a few paragraph post as a dissertation is the root cause of a lot of problems.
there is so much information "inside the box" as in sec filings, docket filings, and tax and congressional publications about how nols can be transferred that are apparently being ignored.
not surprising when a couple of paragraphs seem daunting that multi-page filings and publications go unread.
so yes, the nols are still part of the game but they are part of eddie's transform holdco game. as the filings have clearly stated, the nols were part of eddie's $5.2 billion purchase price.
granted, he needs an irs ruling to bless his utilization of them but even if he doesn't get that, there is nothing left in old sears which would provide any value to shldq shareholders if that were to happen.
"Large quantity of drug is produced due to manufacturing constraints...
This has been industry practice and does not have to do with any other speculated reasons"
there could be other reasons to speculate:
avxl might need to know that production in large scales does not in some way alter the product;
avxl might want to have large scale runs so that they have an adequate supply "in storage" to properly test shelf life;
avxl might want to have adequate supply to be able to ensure their ability to supply any anticipated or ongoing trials;
avxl might be anticipating an approval with subsequent marketing authorization and want to be able to go to market without delay;
if avxl did not have a manufacturing agreement in place prior to an approval and subsequent marketing authorization then avxl could be held hostage by some manufacturing company who realizes that avxl needs product to get to market and this could adversely impact costs/profit for avxl;
the fda could have requirements dictating larger scale runs in order to ensure good manufacturing practices.
all in all, probably better to be prepared on this front than not.
your understanding is not correct
i'm waiting to follow what appears to be sears' lead. if i were to buy at this level, i might be put in the position of saving so much money i could possibly go broke.
will wait for it to approach near worthlessness (from a stock price standpoint versus the worthless shell scenario) and then grab as much as is feasible while everybody is rushing to the exit.
then, when MOASS occurs... well, everybody who really knows what's going on can take that to the logical conclusion.
i just figured it out!
sears is putting out statements about the common stock being cancelled because in reality, the millions of shares which have been shorted have been shorted by sears!
BRILLIANT! that must be why eddie is a billionaire.
so, sears is sitting on top of a lot of unrealized gains from shorting their own stock and waiting for the stock to fall to "almost" completely worthless and then they will buy back as many of the outstanding shares as they can and get as close to 100% control of the company which has no assets left.
at that point, they will sell all of these shares to eddie and make a boatload of money which will allow them to pay off the creditors and they will have pulled a complete end run on eddie.
wow. i realize this is only a scenario but as soon as i have flushed it out in a little more detail i will get back to everyone.
in the meantime, hold on to any shares you might have and don't let sears have them at any price.
i've really done a lot of research on this scenario. hope you are all able to follow this line of thinking.
by this time tomorrow, i'll be "ALL IN".
i'll be doing some in depth dd on whether or not sears could short its own shares but i'm almost positive this is probably how things will turn out.
master po knew the value of understanding the past.
seems like some are more than willing to repeat the same mistakes and not learn from history.
"But why isnt it feasible to conclude shareholders could get even swapped equal par value into the new company and thus acquire its future value?"
there is nothing feasible about that. eddie already has all of the old sears assets which were of any value (including the nols and tax credits). he owns it ONE HUNDRED PERCENT. as in he owns it without the pain in the butt of stockholders.
at this stage of the game, what is the purpose of complicating things by having a bunch of whinny stockholders?
eddie has already stated he MIGHT consider going public in three or more years AFTER he has done everything he wants to do with reorganizing what he has purchased which he would have a problem doing if he had to answer to shareholders.
since the plan approved by judge drain MANDATES that sears will be liquidated and wound down within three years from the effective date of the por (february 2019), if/when eddie takes transform holdco public, old sears and shldq stock will be long gone.
currently, the "sears shell" still has billions in debt which must be satisfied. why would eddie even consider taking that debt which he would have to do if he were to "take out" the shldq shares?
again NOT FEASIBLE.
so, provide a written scenario in a court or sec filing which states the common shares will be exchanged for shares of newco.
and, while you are looking for one, please let us know what it is that eddie would be getting (that he doesn't already have) by giving up transform holdco shares for shares of shldq.
please, don't tell us about all the endless dd you have done on this matter. if you have done so much, you should be able to let us all know in a sentence or two what upside eddie has by exchanging transform holdco shares for shldq.
let us all in on that scenario.
"So this means that the $ 432 M in Cash/Cash
Equivalents - as of March 31, 2019 - included
the initial $ 400 M in DIP financing."
or what was left of it as of 3/31
actually they are all verifiable statements which can be "fact checked" in the links posted.
do you have any verifiable statement posted in a court or sec filing which says the shares of shldq will be exchanged for shares of newco?
dd is research, reading documents and forming a conclusion based on verifiable findings.
your reliance is upon feelings. that is neither research nor fact based.
again, things can change but based on the verifiable facts which are out there right now for all to see, shldq shares will not be exchanged and shldq shares will become worthless, as in cancelledm and have zero value.
hope is not much of an investment strategy but that seems to be all you have at this point absent any links to the contrary.
linda,
follow up to prior comment.
excerpt from attached link:
Among the other qualified bidders is Windstream, which is reorganizing under chapter 11 bankruptcy but got permission from the court for "up to $400 million of its $1 billion in debtor-in-possession (“DIP”) financing" to allow it to continue operating its business as usual, including apparently investing in spectrum, and in its future, if it wins any in the auction.
https://www.multichannel.com/news/fcc-auction-tops-1-5-billion
based on the march 27 date of the above link, my guess is most of the $400 million has yet to be spent and it seems likely that's why the "good cash and cash equivalents" as of march 31 is $432 million.
linda,
linked article shows the $400 million access to the $1 billion facility and the article is dated february 28.
interesting speculation part of the $400 million might be used on spectrum bidding.
probably could find if/how some/all of the $400 million may have been used in march.
have to imagine that win will have to file a monthly operating report which could shed some light on that.
https://www.multichannel.com/news/windstream-gets-access-to-400-million-in-bankruptcy-financing