Sears Holdings Corp. (fka SHLDQ)

[ltd80]

Sears Holdings Corporation (18-23538)

Case Background
Sears Holdings Corporation and certain of its subsidiaries (collectively, the "Company") have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. The Company intends to use this process to position it to establish a sustainable capital structure, continue streamlining its operating model and grow profitably for the long term.

The Company expects to move through the restructuring process as expeditiously as possible and is committed to pursuing a plan of reorganization in the very near term as it continues negotiations with major stakeholders started prior to the announcement.

The cases are pending before the Honorable Robert D. Drain, and are jointly administered under Case No. 18-23538.

Sears Holdings Corporation is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings is also home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners. For more information, visit www.searsholdings.com.

Important Information & Dates
Global Sale Process
On November 11, 2018, the Court entered the Order Approving Global Bidding Procedures and Granting Related Relief [Docket No. 816] (the "Global Bidding Procedures Order") for a sale of the Debtors’ assets, including the "Go Forward Stores" on a going concern or liquidation basis.

Important Dates and Deadlines Related to the Global Bidding Procedures Order:
• December 5, 2018: Deadline to submit Non-Binding Indication of Interest
• December 15, 2018: Deadline for the Debtors to designate Stalking Horse Bidder for Go Forward Stores and file a Sale Notice with respect to the Go Forward Stores designating a Stalking Horse Bidder
• 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

Any party interested in submitting a Qualified Bid by the December 28, 2018, Bid Deadline should contact the Debtors’ investment banker, Lazard Frères & Co., LLC, 30 Rockefeller Plaza, New York, New York 10112 (Attn: Brandon Aebersold ([e-mail]) and Levi Quaintance ([e-mail])

Global Bidding Procedures:
• Global Bidding Procedures Order
• Notice of Filing of Global Bidding Procedures Process Letter
• Motion for Approval of Global Bidding Procedures

Sale of Sears Home Improvement Business ("SHIP Sale")
On November 16, 2018, the Court entered the Order Approving Bidding Procedures for Sale of Sears Home Improvement Business, (B) Approving Stalking Horse Bid Protections, (C) Scheduling Auction for and Hearing to Approve Sale of Sears Home Improvement Business, (D) Approving Form and Manner of Notice of Sale, Auction, and Sale Hearing, (E) Approving Assumption and Assignment Procedures, (II) Approving the Sale of Sears Home Improvement Business in Accordance with the Stalking Horse Agreement and (III) Granting Related Relief [Docket No. 775] (the “SHIP Bidding Procedures Order”).

Important Dates and Deadlines Related to the SHIP Sale:
• Bid Deadline: December 11, 2018 at 4:00 p.m. (ET)
• Sale Objection Deadline: December 11, 2018 at 4:00 p.m. (ET)
• Auction: December 13, 2018 at 10:00 a.m. (ET) at the offices of Weil, Gotshal & Manges
• Notice of Auction Results Objection Deadline: December 17, 2018 at 12:00 Noon (ET)
• Sale Hearing: December 18, 2018 at 10:00 a.m. (ET)

Any party interested in submitting a bid for any of the Debtors' Assets should contact the Debtors' investment banker, Lazard Frères & Co., LLC, 30 Rockefeller Plaza, New York, New York 10112 (Attn: Brandon Aebersold ([e-mail]) and Levi Quaintance ([e-mail])).


Real Estate Sale Process
Jones Lang LaSalle Americas, Inc. (“JLL”) has been engaged by the Company to, among other things, advise the Company’s potential sales of certain of its owned and leased property and/or other real property assets (the “Real Estate Sale Process”). A non-binding indication of interest (an “Indicative Bid”) in connection with the Real Estate Sale Process is due December 28, 2018, at 5:00 p.m. (ET), and should be submitted via email to:

Donna Kolius
Executive Vice President
JLL, Disposition Services
1400 Post Oak Boulevard, Suite 1100
Houston, Texas 77056
Tel: [phone]
Email: [e-mail]


Real Estate Sale Process
All submitted Indicative Bids must comply with the requirements as set forth in the Real Estate Sale Process Letter. Should you be selected to participate in the Definitive Bid process, you will be provided with a form of purchase agreement. If you have executed or will execute a confidentiality agreement with the Company, its terms apply to the process as outlined in the Real Estate Sale Process Letter.

Hearing on First Day Motions
A hearing on the Company's First Day Motions was held on October 15 at 2:00 p.m. (ET) before the Honorable Judge Robert D. Drain, United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, NY 10601.

A final hearing on certain of the First Day Motions was held on November 15, 2018 at 10:00 a.m. (ET).

Dates:
January 18
Omnibus Hearing
10:00 a.m. (ET)

February 14
Omnibus Hearing
10:00 a.m. (ET)

March 21
Omnibus Hearing
10:00 a.m. (ET)

Parties
Debtors' Counsel
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
https://www.weil.com/
Phone: [phone]
Fax: [phone]
Ray C. Schrock, P.C.
Garrett A. Fail
Jacqueline Marcus
Sunny Singh

Debtors' Restructuring Advisors
M-III Partners, LP
130 West 42nd Street
17th Floor
New York, NY 10036
https://miiipartners.com
Phone: [phone]
Fax: [phone]
Colin M. Adams
Brian Griffith

Unsecured Creditors' Committee Counsel
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
https://www.akingump.com/en/
Phone: [phone]
Fax: [phone]
Ira S. Dizengoff
Philip C. Dublin
Abid Qureshi
Sara L. Brauner

United States Trustee and Court Information
United States Bankruptcy Court
Southern District of New York
300 Quarropas Street, Room 248
White Plains, NY 10601
http://www.nysb.uscourts.gov
Phone: [phone]

United States Trustee
U.S. Federal Office Building
201 Varick Street, Suite 1006
New York, NY 10014
https://www.justice.gov/ust-regions-r02
Phone: [phone]
Fax: [phone]
Paul Schwartzberg
Richard Morrissey