howaboot, when you say:
"We're not Sears any more. We are a shell with NOLs waiting to clean up our debt and be merged. You might as well post news about Burger King",
you are partially correct. "old sears" is a shell", however old sears no longer has the nols. they were sold to transform holdco.
still think the merger idea with lampert once old sears "cleans up its debt" is a fantasy.
docket #2768 posted yesterday is a request for "old sears" to reject en masse all of the contracts which transform holdco has already notified old sears it has no interest in assuming. the omnibus motion by old sears is requesting permission from judge drain to reject 676 contracts as individually listed in the docket.
in the filing by old sears they state the following:
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The Debtors have determined in their sound business judgment that ceasing performance under the Rejected Contracts and rejecting them would be in the best interest of the Debtors’ bankruptcy estates, because the Rejected Contracts are not necessary or beneficial to the Debtors’ ongoing remaining business as the Debtors wind down.
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not sure why old sears would be telling the judge (as well as all who read this docket) that they are winding down if they are not actually winding down. they didn't say it was necessary to "right size" in order to merge after filing a por.
regarding any contracts which old sears is not rejecting at this time, they are ones which continue to serve some interest to old sears as old sears goes through the liquidation process to pay off the debts it has remaining.
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on another matter, the stanley black & decker suit regarding the craftsman line of new tools, note stanley sued sears (transform holdco), not "old sears". "old sears" no longer owns any rights to the craftsman brand as those were sold to transform holdco.
i read the filing (sec) regarding the sale of craftsman to stanley, a deal done a couple of years ago. my recollection of that deal was that sears (now transform holdco) had a right to continue selling and some limited manufacturing rights using old vendors for a number of years after the sale.
transform holdco, to the extent it attempts to paint the craftsman products sold to stanley as somehow inferior, will probably get smacked down on that issue. i would think that transform holdco will be able to continue selling the new line of tools.
if stanley's line of craftsman is a line of crap made in china and transform holdco's new line is made in america, that seems to be a legitimate differentiation to make. however, it needs to be made without trashing stanley's line of craftsman products.
and finally, there was a docket filed yesterday in which transform holdco is asking the judge to appoint an arbitrator to mediate a dispute between transform holdco and "old sears". transform holdco is alleging that old sears is not meeting its responsibilities as a debtor in possession to do things in accordance with the asset purchase agreement.
among it complaints, transform holdco is alleging that old sears delayed payments to contractors/vendors that old sears was required to pay and instead is attempting to push off millions of dollars in liabilities to transform holdco in violation of the agreement. additionally, transform holdco is alleging that old sears inflated the accounts receivable amounts and therefore millions of dollars which transform holdco expected to receive is really just smoke and mirrors.
these aren't the types of arguments one would expect to see if these two companies were just taking care of business so that they could eventually merge.
the're not playing nice with each other.
