dragon,
regarding the securities issue, the following is from docket #2599, page 329/509. it describes the securities which newco (i.e. transform holdco) is providing to shc and its debtor subsidiaries for distribution.
note, sears holdings corp is NOT getting any of these securities. the securities are being distributed through the subsidiary companies.
while no cusip is identified, the securities are class b securities. they are not common securities.
as far as i can tell, these are the only securities in transform holdco which will be exchanged within the shc subsidiaries, specifically excluding shc.
and to a post from chemist, while some things have occured after the judge's approval of the sale, i still do not see any documentation that the closing has actually taken place.
again, relate this to a home purchase. if you sign a purchase agreement to buy a home, the closing usually occurs a number of weeks or months after the agreement was signed. i have been involved in three home purchases and not one of them had the closing take place at the time a contract was signed to purchase any of these homes.
and back to dragon's question, yes i do think that lampert will "walk away" from his shldq stock.
there was another question about what executive employees may have gone with lampert to transform holdco. i think the referenced article was not only poorly written but that it was wrong. as far as i have seen, only lampert and i believe kulani (not sure of the spelling) resigned and filed forms with the sec.
at any rate, docket 2599 discusses the exclusion of certain executive employees. you can find your answer there.
also notice in this docket that transform holdco is "leasing" certain shc employees during the transition period. there is also a services agreement attached as part of this docket. note that some of the things which various people have taken as "proof" that old sears has things which have actually been sold to transform, you can see it's just stuff old sears is required to continue doing until the transition is complete. among these things would be marketing (think the new line of craftsman tools)
for those who have a different opinion, that's fine. however, the only facts available about securities are set out in these bankruptcy court filings. it's not a matter of opinion that holdco is providing stock in holdco to shc to be distributed to subsidiaries, OTHER THAN SHC.
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Schedule 9.2: Securities Consideration
1. The Securities Consideration shall comprise 3,000 Class B Preferred Units of Newco, with an aggregate liquidation preference of $300,000 and otherwise subject to the terms and conditions set forth in the Amended and Restated Limited Liability Company Operating Agreement of Newco as in effect on the Closing Date and as may be amended from time to time thereafter.
2. The Securities Consideration delivered to the Sellers pursuant to Section 3.3 of the Agreement shall be allocated among the Sellers that are Debtors in accordance with the Allocation Schedule. The Allocation Schedule shall identify the amount of cash, Securities Consideration (including any fractional units) and credit bid debt that is allocable to each transfer of Acquired Assets contemplated by the Agreement (a
“Transfer”).
3. As soon as practicable after the Closing, each Seller other than SHC shall distribute the Securities Consideration received by it (whether directly in respect of a Transfer by it or pursuant to the Distribution Requirement from a direct or indirect subsidiary) to its equityholder(s) pursuant to the Distribution Requirement, subject to item 5 below.
4. As soon as practicable thereafter (and effective as of the Closing Date), SHC shall distribute the aggregate Securities Consideration received by it (whether directly in respect of a Transfer by it or pursuant to the Distribution Requirement from a direct or indirect subsidiary) ratably to holders of Senior Second Lien Obligations pursuant to the Amended and Restated Security Agreement, dated as of March 20, 2018, among SHC and certain of its Subsidiaries, as Grantors, and Wilmington Trust, National Association, as Collateral Agent, with any fractional preferred units otherwise determined for any single holder being rounded up or down to the nearest whole unit, subject to (x) item 5 below and (y) with respect to each holder, receipt of evidence reasonably satisfactory to SHC of an exemption under applicable securities Laws for the transfer of the applicable pro rata portion of the Securities Consideration to such holder.
5. In the case of any Transfer that is deferred until after the Closing, the Securities Consideration relating thereto shall be delivered pursuant to item 2 at the time of such Transfer and distributed pursuant to items 3 and 4 above as soon as practicable after such Transfer.
6. For tax purposes, all Transfers that are intended to constitute “G reorganizations” shall be deemed to take place simultaneously. The Distribution Requirement shall be satisfied sequentially, starting with the lowest-tier Seller and moving up the chain of Sellers.
