Lion,
In your post # 31092 you said:
“Emerge what from bankruptcy? A shell as people are calling it? You think an assettless shell emerges? Oh restructure.... um... thats weird the docket says they are restructuring. Matter of fact they even have a website dedicated to the restructure and even a restructuring team. Guess what that means. They have a plan. Just because its not public knowledge does not mean they do not have one. If they didn't then there would be no reason for the restructuring committee. Lol
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So, let’s take a look at the most recent billing from that restructuring professional which shc hired, M—III Advisory Partners, LP (docket 2722 filed on march 1, 2019).
Their invoice stated that during the reporting period, M-III provided services central to the debtors’ restructuring process, including:
Asset Disposition: M-III prepared for and attended the liquidation auction. M-III also prepared for and attended the sale auction. M-III prepared various analyses and assisted in preparing the Asset Purchase Agreement and Transition Services Agreement in conjunction with counsel and the investment banker related to the sale.
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Wind-Down Budget: On an ongoing basis, M-III assisted the Debtors in revising and updating a Wind-Down Budget as required by the terms of the DIP loan and as an alternative to the going concern sales process.
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the restructuring committee, as advised by M-III, agreed to a going concern sale to els's transform holdco. and, as provided in M-III's retention agreement, it M-III were to be able to complete such a transaction within 6 months it would receive a $2 million transaction fee bonus. this invoice included a request for payment of that $2 mil.
notice, what got them the $2 mil "bonus" was selling a "material portion of the business" NOT any emergence of old sears from bk as a going concern. old sears hasn't emerged and it isn't a going concern.
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Note(s): (a) Per Debtors' Application for entry of an order Authorizing the Debtors to retain M-III Advisory Partners, LP to provide a Chief Restructuring Officer and certain additional personnel for Debtors Nunc Pro Tunc to the commencement date; paragraph 20(iii) [ECF No. 328] Transaction Fee: In addition to all other compensation provided for herein, M-III shall be entitled to an additional fee equal to (a) $2,000,000, if a material portion of the business of the Debtors is sold through one or more section 363 or other sales within six months following the Commencement Date or emerges from bankruptcy as a going concern
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nothing in their current invoice going through january 31 indicated any work or reorganizing what's left of old sears. in fact, what they appear to have actually worked on is a WINDDOWN BUDGET. one might think they are working on updating the winddown budget because there is going to be a winddown of old sears.
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while i believe in the analysis i have made i don't wish any shldq holders ill.
i sold out my remaining position yesterday. made a substantial profit since my basis was $0.232 and as i had previously posted had reduced my position by 75% a while back. didn't catch the $2.70+ top but did well nevertheless.
will keep an eye out for a por (which i still don't believe is coming) or for an announcement from eddie that all commons will be exchanged (which i also don't believe will happen based on my read of the various docs, laws, and irs rulings).
nobody has been able to provide any convincing argument that this can not be done based on eddie's holding alone. he satisfies the requirement of majority shareholder in the old company as well as the new company.
no place can i find where it says once the majority shareholder requirement is satisfied that everybody else gets to go along for the ride.
i'll get back in if that is proven to be otherwise, but i don't hold much hope for that.
glta with the emphasis being on the luck part.
