Replies to post #15104 on Sears Holdings Corp. (fka SHLDQ)

[Sage7243]

Good point!

[Large Green]

cotton, I believe the information you provided is just more proof that common shares stay intact and if there is a share exchange event which is likely, commons will be good and exchanged for NewCo issue.

Now look at the share structure below...to me this is a thing of beauty relating to keeping the current share structure in place during the reorganization plan that will be revealed on 2/18/2019

• Authorized Shares = 500,000,000

• Outstanding Shares = 108,992,750

• Insider Ownership is 70 Plus Percent after triggering buybacks of common to keep NOLs in place

• SHLDQ has over five billion in (NOLs) Net Operating Losses to use for 20 years forward

• The reason the share structure MUST stay intact is due to the (NOLs) Net Operating Losses and various other tax attributes which will make SHLDQ have a 15 to 30 percent advantage over competitors and may have made the ultimate difference in liquidation or staying intact as SHLDQ - DO NOT UNDERESTIMATE the value of various tax attributes.

While it is a fact that commons could be canceled while still able to use the NOLs, the problem with canceling commons is the NOLs would be SEVERELY restricted and not worth near their values should commons remain intact

[justthefactsmam]

"Why would the Debtors link Holdings Common Stock to a January 5, 2019 deal, if Holdings Common Stock did not have a future with Holdings?"

why would warrant holders accept the deal with a $28.41 conversion price?

[cottonisking]

"I am that baby's daddy boss!" Movie: Life - Holdings Common Stock will stay Intack for now and the near future!

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Review: SEC filing proof that Holdings Common Stock will be used now and in the near future: Breakeven conversion price: $5 for 200 shares in exchange for $1000 of debt.

Why would the Debtors link Holdings Common Stock to a January 5, 2019 deal, if Holdings Common Stock did not have a future with Holdings?

The Second Lien Term Loan(s) are freshly linked to Holdings Common Stock!

If securities data is not in a SEC report, the securities data is not a fact.

As Holdings Common Stock increase in value, these Second Lien Term Loan will also increase in value.


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"UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 75) *


Sears Holdings Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
812350106
(CUSIP Number)

Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 17, 2019
(Date of Event which Requires Filing of this Statement)


.
.
.


Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:
“On January 5, 2019, the Second Lien Borrowers elected to pay interest on the Second Lien Term Loan by increasing the principal amount of the Second Lien Term Loan. In connection with this election by the Second Lien Borrowers, the principal amount of the portion of the Second Lien Term Loan held by JPP and JPP II was increased accordingly, and no cash consideration was paid by either JPP or JPP II in connection with this increase to the principal amount of the Second Lien Term Loan. As a result of the foregoing, (i) JPP may acquire up to an additional 559,095 shares of Holdings Common Stock within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock, and (ii) JPP II may acquire up to an additional 255,382 shares of Holdings Common Stock within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock.”

.
.
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ANNEX B
RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF
SEARS HOLDINGS CORPORATION

Entity Date of
Transaction
Description
of Transaction
Shares
Acquired Price
Per Share
JPP, LLC
01/05/2019 Acquisition from Holdings of Second Lien Term Loans 559,095 (1) (2)
JPP II, LLC
01/05/2019 Acquisition from Holdings of Second Lien Term Loans 255,382 (1) (2)

(1)
Represents the number of shares of Holdings Common Stock that may be acquired within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock. Holdings’ obligations with respect to the Second Lien Term Loan may be converted into shares of Holdings Common Stock at the option of an eligible holder at a conversion rate of 200 shares of Holdings Common Stock per $1,000 in principal amount of indebtedness outstanding under the Second Lien Term Loan (subject to adjustment).
(2)
Holdings elected to pay interest on the Second Lien Term Loan in-kind by increasing the principal amount of the Second Lien Term Loan held by"

https://www.otcmarkets.com/filing/html?id=13161085&guid=2ia8UFrm_ADbgyh