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Windstream Ch. 11 Judge Halts Charter's Misleading Ads
Law360 (April 15, 2019, 10:26 PM EDT) -- A New York bankruptcy judge on Monday ordered internet and cable provider Charter Communications to halt an advertising campaign that appears aimed at misleading customers of Windstream Holdings into thinking the..
poor souls who haven't done their dd
unfortunately, this seems to be what's going to happen with shldq holders. when they are definitively under water, instead of wondering what happened, look back and remember it wasn't fake news, it was clearly the writing on the wall. everyone has been sent sec filings, reports from reliable news outlets, articles written by experts in national publications, and yes, warnings from chat room board posters based on the actual facts at hand.
______________________________________________________
A very religious man was once caught in rising floodwaters. He climbed onto the roof of his house and trusted God to rescue him. A neighbour came by in a canoe and said, “The waters will soon be above your house. Hop in and we’ll paddle to safety.”
“No thanks” replied the religious man. “I’ve prayed to God and I’m sure he will save me”
A short time later the police came by in a boat. “The waters will soon be above your house. Hop in and we’ll take you to safety.”
“No thanks” replied the religious man. “I’ve prayed to God and I’m sure he will save me”
A little time later a rescue services helicopter hovered overhead, let down a rope ladder and said. “The waters will soon be above your house. Climb the ladder and we’ll fly you to safety.”
“No thanks” replied the religious man. “I’ve prayed to God and I’m sure he will save me”
All this time the floodwaters continued to rise, until soon they reached above the roof and the religious man drowned. When he arrived at heaven he demanded an audience with God. Ushered into God’s throne room he said, “Lord, why am I here in heaven? I prayed for you to save me, I trusted you to save me from that flood.”
“Yes you did my child” replied the Lord. “And I sent you a canoe, a boat and a helicopter. But you never got in.”
not sure but it seem that if entities entitled to payment as administrative claims were not being paid they would file a motion with the court and the judge would make a ruling.
usually, an inability to pay administrative claims means a bankrupt company can not, as is NOT PERMITTED, to file a por. usually administrative claims have to be paid in full in order for a por to be filed and approved.
if judge drain were to declare shc and its debtor subsidiaries to be administratively insolvent, he could either convert the chapt 11 case to a chapt 7 liquidation and appoint a trustee which would cost even more money to wind down and liquidate the empty shell.
he could also "dismiss" the case which would mean that the protection shldq currently receives in bk court would be gone and every entity owed money by shldq would bring suit against each and every one of them in state or federal court and shldq could not hold them off via bankruptcy rules.
whether or not the "q" came off in either one of those scenarios, the stock would be worthless, as it currently is.
in either one of those cases, everything which transform holdco purchased would still remain with transform holdco and not be subject to any of the claims against shldq.
eddie would still have the same liability as he currently does which is to say the unsecured creditors could still bring suit against him like they have threatened to do but i still think that would be an uphill battle.
those same "helpful analysts" are still being helpful. seems dreamers don't like facts.
the facts are that shldq is spinning in the wind. unless eddie "needs" shc and certain of its debtor subsidiaries to remain in bankruptcy until all things are settled (from eddie's point of view), i believe there is a distinct risk of judge drain declaring shc and it debtor subsidiaries to be administratively insolvent.
the only issue i see regarding eddie's position would be the irs private letter ruling. however, it seems like the irs would only need to examine the substance of the transaction(s) at the time they were finalized as opposed to what has or has not happened to sears holdings after the filing.
it's even more evident if people complain about 3-4 paragraph posts on a message board as too long to be read that there is no way these same people are reading the dockets or sec filings.
buying stocks (whether you want to call it investing, gambling, or playing) does involve dd. dd is not just hope and prayers. dd involves digging. that's messy, time consuming, and not very sexy. but, it is necessary if you want to protect YOSELF.
again, $ available for flippers. don't believe there is ANY long term benefit in a buy and hold strategy with shldq while waiting for eddie to save you.
could be proven wrong, but i don't think so.
as i said when i sold my shares and posted on the board, i will continue following shldq in case something comes up which causes me to change my mind. so far, nothing has come up which does anything but reinforce my sell decision. just wish i had done it at the top of the run back in february. but then again, don't know of anyone who went broke taking a profit.
not a very nice opening. guess there are some people who actually read the filing. go figure.
probably comes along the line of "if someone is telling you something over and over again maybe you should take it seriously".
old news is not necessarily inaccurate.
if things had changes in any material way in the past month, that line would have been removed from the 8k which was filed this morning.
everybody was hyping what would be shown in the operating report. well, the operating report show that things are operating horribly.
this is what winding down and liquidating looks like.
so, you're right, no new news. just the floating shldq turd waiting to be flushed.
for those who like it short:
The Company does not believe that there will be sufficient funds or other assets in the Estate to allow holders of the Company’s common stock to receive any distribution of value in respect of their equity interests and expects to file a chapter 11 plan memorializing that belief in the coming weeks.
as of this morning's filing with the sec
shldq filed a new 8k with the sec this morning. for those of you who don't much like facts, you probably won't like this.
shc once again said:
The Company does not believe that there will be sufficient funds or other assets in the Estate to allow holders of the Company’s common stock to receive any distribution of value in respect of their equity interests and expects to file a chapter 11 plan memorializing that belief in the coming weeks.
it was also shown on the current balance sheet they have over a $7 billion deficit (and that's after applying the $5.2 billion they got from eddie).
the docs also show they have completely drawn down the dip/abl facility as well as the junior dip facility (both of which totaled over $800 million) and which now have a zero balance.
this month, administrative fees alone were over $32 million
everything they are getting from selling assets is going right back out the door to pay their outstanding debts and administrative fees.
for those who seem to like alternative facts, the warrants seem to get action, guess people think the stock is going to be a good deal and will convert at over $40/share.
oh, and eddie is trying to buy sears hometown and outlet stores which have absolutely nothing to do with shldq stock, but hope springs eternal.
it getting about time you daniels need to come to judgment.
the difference is he wants the small footprint base which sears hometown and outlet stores can give him.
he has already purchased everything he wants from sears holdings and there is nothing left in the empty shell that he wants, including the shares.
https://finance.yahoo.com/m/ff8d4f3a-965d-3db6-b0ad-4a727713284b/seeking-%2486-million-ipo%2C-this.html
attacking alzheimer's via dental bacteria?
linda,
it seems like there is some differentiation else why not define "Junior Stakeholders" as "unsecured creditors"?
could junior stakeholders be construed as stockholders? just don't know but i find it interesting this was drafted in a manner which seems somewhat open ended.
they could just as easily have said "good-faith compromises that further protect the interests of the unsecured creditors as junior stakeholders in these proceedings.
maybe i'm just engaging in unnecessary wordsmithing.
revised agenda for monday's (today) hearing filed yesterday:
http://www.kccllc.net/windstream/document/1922312190415000000000005
why always so quick to criticize but so slow to do any dd?
docket # 2626 was the original motion to extend the exclusive period for filing the por. the extension to file was to april 15. the period to solicit approval was june 12, 2019.
_______________________________________________
IT IS HEREBY ORDERED THAT
1. The Motion is granted to the extent set forth herein.
2. Pursuant to section 1121(d) of the Bankruptcy Code, the Debtors’
Exclusive Filing Period is extended through and including April 15, 2019. the DIP Facilities on the Debtors’ unsecured creditors
3. Pursuant to section 1121(d) of the Bankruptcy Code, the Debtors’
Exclusive Solicitation Period is extended through and including June 12, 2019.
_____________________________________________________
the current motion to extend the exclusive period for FILING is now June.
from docket #312 filed friday at 5:23 PM:
the DIP Facilities sends an unmistakable message to the market and all stakeholders that the Debtors’ businesses remain strong and they have the financing necessary to complete their chapter 11 restructuring
and:
That agreement embodies a number of good-faith compromises that further protect junior stakeholders’ interests and improve the potential effect of the DIP Facilities on the Debtors’ unsecured creditors
i believe that's what he did. transform holdco is a private company 100% owned by eddie. transform holdco purchased substantially ALL of the go forward assets of sears holdings corp and certain of its subsidiaries.
eddie has stated publicly that he MIGHT consider going public 3 years or so down the road after he has done everything he feels he needs to do (which shareholders would not be happy about).
eddie has purchased the tax attrributes from shc and its subsidiaries and needs an irs ruling that the transaction(s) among shc and certain of its subsidiaries and transform holdco met the requirements for eddie to use those tax attributes.
the remaining assets sears holdings corporation has retained are being sold to pay debts and administrative expenses leaving shldq nothing more than an empty shell waiting to fully liquidate and wind down.
sears stated in an sec filing there would be no assets left for common shareholders to have any value and would be filing a por to memorialize that. friday they requested an extension of the exclusive period to file their por so the drama will continue.
so, based on what i have seen in the dockets, i do not feel the common shares will have any value.
there are no hidden assets. what sears holdings owns is a matter of public record. since it is also a matter of public record what was sold to holdco, the remainder should also be know. since it is known that shc is selling the remaining assets not transferred to holdco to pay it outstanding debts and administrative expenses, and that shc is required to wind down and liquidate within 3 years of the sale to holdco, there is nothing left. for anyone to suggest there are hidden assets around which shc will reorganize is just uninformed. and since the dark side of the moon is hidden, it must be made of cheese.
howaboot letting us know what and where they are.
There are still very valuable things under the covers of the subsidiaries of SHLDQ that weren't transferred to Transform. This was the plan. HIDE THE SAUSAGE. It's BK 101.
that berkshire link was dated February. if you go back and look at the dockets around that date you will see a "services agreement" or some such thing which described that eddie was hiring many "old sears" management as well as line employees to help ensure a smooth transition.
obviously for eddie to be alleging a draft por was circulating he had to have had some kind of "heads up". however, it seems more like a back door notice than anything upfront. it's for that reason i don't think it portends well for commons.
the letter from eddie's lawyers to shldq's lawyers specifically stated that eddie had yet to see a copy of the draft por which was rumored to be circulating. then the docket stated it was circulated to key stakeholders and eddie was not included. both his absence from sears' docket discussing the draft por and eddie's lawyer's letter to sears stating he had yet to receive a copy leaves me with no other conclusion than to believe eddie has yet to see a copy. the letter from eddie's lawyer was dated around the 9th of april i think. however, i linked it if you want to check.
very "on topic" comments about sears holdings and shldq
shldq board of directors.
shldq por.
news flash!!!!
eddie resigned from bod
who knew? doing a little dd can really be helpful before trashing others for not doing dd.
https://www.sec.gov/Archives/edgar/data/1310067/000119312519041193/d704657dex992.htm
sec filing from february indicates eddie stepped down from the board. i.e., he is no longer chairman of the board, a board member, or ceo.
however, he still is the largest shareholder and a creditor.
strange he has not seen a copy of the draft por since he certainly would be considered a "key" stakeholder.
chemist,
it's not an assumption. from docket 3135 filed yesterday by lampert's lawyers (see exhibit c to that filing) in a letter to weil
Fifth, despite the Debtors' offer to share the Post-Sale Transaction Budget with ESL, we have not yet received it and hereby request that it be provided promptly. ESL also requests a copy of the draft plan of reorganization, which we understand is being provided to other parties in interest, and should be provided to ESL as the largest creditor of the Debtors' estates.
this maxes out my posts for the day
yeah, buy warrants. those are convertible at $41/share and will expire worthless in december. unless you are flipping warrants, just another worthless spend
my opinion is if sears has stated to the judge that it has distributed drafts of the por to key stakeholders and eddie has not gotten a copy, that doesn't portend well for common shareholders
wonder how april 18 squares with this?
By this Motion, the Debtors request, pursuant to section 1121(d) of the
Bankruptcy Code, a two-month extension of (a) the Exclusive Filing Period through and
including June 12, 2019 and (b) the Exclusive Solicitation Period through and including August
13, 2019, in each case, without prejudice to the Debtors’ right to seek additional extensions of
such periods.4
A proposed form of order granting the relief requested in the Motion is attached
hereto as Exhibit A (the “Proposed Order”).
The Debtors anticipate filing a chapter 11 plan
prior to the omnibus hearing on April 18, 2019.
wow! if eddie hasn't received a copy of the draft por, guess they don't consider him to be a key stakeholder. what does that say about commons since eddie has almost 50% of those shares?
Since the First Exclusivity Order was entered, the Debtors have drafted a proposed chapter 11 plan and accompanying disclosure statement and distributed the plan to their key stakeholders, including the Official Committee of Unsecured Creditors (the “Creditors’ Committee”), the Pension
Benefit Guaranty Fund (the “PBGC”) and Cyrus Capital Partners, L.P (“Cyrus”).
docket 3183 just filed requesting extension of period in which to file a por.
chemist,
the first eye opener should be that eddie has yet to see a draft of the por which is floating around.
don't you think if eddie were buying out shldq commons that he would at least be seeing a copy of the draft por which according to sears last 8k was going to memorialize the fate of the commons (which sears said would be worthless)? if that weren't the case, certainly seems that eddie would have some input into the por language about the commons.
judge drain won't be in session this weekend so unless a second extension is requested before the end of the day today, one would have to expect the por will be filed on monday.
wonder how many can cram through a narrow doorway?
not sure this is the weekend i would want to be long shldq
the huge buying over the last few days was associated with the misplaced idea that lampert offering to by the remaining shares of shos he doesn't already own had something to do with shldq.
less than 800k traded yesterday as the realization settles in.
the nols are with transform holdco. read the docs!
and, even if they were with shldq, shldq did not retain a significant portion of the assets which gave rise to the nols in the first place which means they are worthless to shldq
a respectable ending will be winding down by selling the assets not sold to holdco and then liquidating (as in permanently going out of business).
that's about as respectable as it will get. creditors will not be paid in full and shareholders will be stiffed.
shldq may even be deemed to be administratively insolvent
pigskin, i have read all of the relevant documents. don't care about docs where someone is asking to be admitted to practice, any orders concerning those motions, any transfer dockets.
however, the important docs i have read and i doubt seriously you have read any of them based on your comments.
they require more than a tweet length concentration span to absorb and usually require more than one reading.
you should try it.
in response to chemist, i do not have the ability to pm. will look at your post later today.
regarding deadlines, the one important one will be the drop dead date shldq requested to extend the exclusive period for filing its por.
if one is to believe their most recent 8k filing, that por will memorialize the fact the common shares are worthless and there will be no distribution from the estate concerning the common shares.
additionally, holdco's recent filing (ending in - - 34 i think) alleges that shldq is selling assets and using those proceeds to pay administrative expenses instead of utilizing and sequestering the proceeds as provided in the dip/abl documents
the only thing HUGH about this is the realization that shldq is an empty shell. the following is from docket 7, the dip order:
As further described in the Riecker Declaration, the Debtors’ immediate objectives in these chapter 11 cases are to: (i) commence going-out-of-business sales at approximately 142 four-wall EBITDA-negative stores; (ii) evaluate certain stores whose financial performance may be improved through rent reductions or operational modifications and make decisions consistent with those determinations; (iii) conduct sales of non-core assets, including real estate, pursuant to section 363 of the Bankruptcy Code; (iv) pay down the prepetition indebtedness from the proceeds of the going out of business sales and sales of noncore assets; and (v) sell as a going concern, pursuant to section 363 of the Bankruptcy Code, or reorganize around, a reduced footprint of stores (the “Going Concern Exit”). The proposed financing is designed to allow Sears to achieve these objectives.
_____________________________________________
pay particular attention to (v) above. the purpose of obtaining the dip financing was to achieve one of two options. (1) sell as a going concern, pursuant to section 363 of the bk code (this was the the path they chose when shldq decided to sell substantially all of their go forward assets to holdco), or (2) reorganize around a reduced footprint of stores (the "going concern exit").
since shldq chose door #1 (sell substantially all of their go forward assets) door #2 is no longer available to them.
their will be no reorganization since after selling substantially all of their assets there is nothing left but an empty shell.
shldq told everyone this once again in the recent 8k where they advised the common shares would be worthless and they would be issuing a por memorializing that fact.
what confidentiality agreement are you referencing?
yes he might be a genius and that's why you need to understand he doesn't care about shldq commons, including his own position.
his genius is being able to do to what he is doing without taking along shldq shareholders.
its eddie's game, it's his ball, and he is not going to be sharing it.
people in hell are looking forward to ice water but that doesn't mean they are getting it.
transform holdco issued 3000 class b shares to sears holdings and certain of its subsidiaries who filed for bk. that was described in the asset purchase agreement as the "securities consideration".
those shares will be given right back to lampert and that, i believe, will be the only shares exchanged between sears holdings and certain of its subsidiaries and transform holdco.
eddie is the majority shareholder of shldq as well as the majority creditor. in bankruptcy, his position as a creditor is treated as being a stockholder. it will be through that treatment of his debt position that he will be getting the tax attributes without needing to do anything with his or anybody else's common shares.
this is described very clearly in the tax laws but nobody wants to read it. they only want to say it would be bad pr for eddie to ditch commons.
remember, eddie said he could do things as a private company which he couldn't do if he needed to deal with shareholders. eddie has stated he intends to keep transform holdco private and at some time down the road (maybe 3 years or so) go public to be able to access funds.
until he gets his ducks in a row (if he is ever able to do that) he won't be taking holdco (or whatever new company he might use like say for instance sears hometown and outlet store) as his vehicle.