Sears Holdings Corp. (fka SHLDQ)

[cottonisking]

"Y. The Sale Transaction does not constitute a de facto plan of reorganization or
liquidation as it does not propose to (i) impair or restructure existing debt of, or equity interests
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in, the Debtors, (ii) impair or circumvent voting rights with respect to any plan proposed by the
Debtors, (iii) circumvent chapter 11 safeguards, such as those set forth in sections 1125 and 1129
of the Bankruptcy Code, or (iv) classify claims or equity interests or extend debt maturities."

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"NOTICE OF SUCCESSFUL BIDDER AND SALE HEARING
PLEASE TAKE NOTICE THAT:

1. Beginning on October 15, 2018 (the “Commencement Date”) and continuing
thereafter, each of Sears Holdings Corporation and its debtor affiliates, as debtors and debtors in
possession in the above-captioned chapter 11 cases (collectively, the “Debtors” or the
“Company”) commenced with the United States Bankruptcy Court for the Southern District of
New York (the “Bankruptcy Court”) a voluntary case under chapter 11 of title 11 of the United
States Code (the “Bankruptcy Code”).
.
.
.
SUMMARY OF MATERIAL TERMS OF THE SUCCESSFUL BID1
Sellers
Preamble
Sears Holdings Corporation, a Delaware corporation (“SHC” or the “Seller” and
together with each of its Subsidiaries party to the Asset Purchase Agreement, the
“Sellers”).
Buyer
Preamble Transform Holdco LLC, a Delaware Limited Liability Company (together with any
applicable Affiliated Designee, “Buyer”).
.
.
.


Y. The Sale Transaction does not constitute a de facto plan of reorganization or
liquidation as it does not propose to (i) impair or restructure existing debt of, or equity interests
18-23538-rdd Doc 1730 Filed 01/18/19 Entered 01/18/19 22:46:50 Main Document
Pg 279 of 315
19
in, the Debtors, (ii) impair or circumvent voting rights with respect to any plan proposed by the
Debtors, (iii) circumvent chapter 11 safeguards, such as those set forth in sections 1125 and 1129
of the Bankruptcy Code, or (iv) classify claims or equity interests or extend debt maturities.
Entry into the Asset Purchase Agreement and the Sale Transaction neither impermissibly
restructures the rights of the Debtors’ creditors, nor impermissibly dictates the terms of a
chapter 11 plan for the Debtors. Entry into the Asset Purchase Agreement does not constitute a
sub rosa chapter 11 plan.
.
.
.
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Pg 313 of 315
.
.
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44. Binding Effect of Sale Order. The terms and provisions of the Asset Purchase
Agreement and this Sale Order shall be binding in all respects upon, and shall inure to the benefit
of, the Debtors, their estates and their creditors, non-debtor affiliates, any affected third parties,
all holders of equity interests in the Debtors, all holders of any claims, whether known or
unknown, against the Debtors, any holders of Claims against or on all or any portion of the
Acquired Assets, including, but not limited to all contract counterparties, leaseholders,
governmental units, and any trustees, examiners, administrators, responsible officers, estate
representatives, or similar entities for the Debtors, if any, subsequently appointed in any of the
Debtors’ chapter 11 cases or upon a conversion to chapter 7 under the Bankruptcy Code of any
of the debtors’ chapter 11 cases, and each of their respective affiliates, successors and assigns.
The Asset Purchase Agreement and the Sale Order shall inure to the benefit of the Debtors, their
estates and creditors, the Buyer and their respective successors and assigns. The Asset Purchase
Agreement, the Sale Transaction and this Sale Order shall not be subject to rejection or
avoidance by the Debtors, their estates, their creditors or any trustee, examiner or receiver.