Replies to post #19292 on Sears Holdings Corp. (fka SHLDQ)

[StrategyTrader]

Good rebuttle to Linda's post thanks,.

[linda1]

So Docket # 2456 is stating that the SHLDQ
Equity Holders are to receive ZERO of the
Securities Consideration - Class B Preferred
Units of Newco.


All of the Class B Preferred Units of Newco
received by SHC be will distributed to Holders of
Senior Second Lien Obligations:



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. “

[linda1]

I ran out of posts earlier so I could not reply to
all of your questions. This free hour will be my
last posts for today.


The Article on a 363 Sale also states that the
purchase of the Corporate Stock is required for:


“ 2. the use of the debtor corporation licenses,
whether intellectual property licenses, government
or regulatory licenses and permits, or other licenses “


The APA and the Order Approving the APA both
state that the Licenses will be Transferred to the Buyer.
I am thinking that because the Asset Purchase was
so large - substantially all of the Assets of the Debtors -
that the Article may not apply to this APA.


Yes I believe that the issuance of new Holdco Equity
to ESL for its $ 1.3 B Credit Bid will give ESL 100 %
ownership interest in Holdco. I recall reading an Article
a while back that stated the ESL Credit Bid was
intended for ESL to gain ownership of Holdco.


Plus the Securities Consideration is Holdco Series B
Preferred Units, which - correct if I am wrong -
have voting rights but do not have an ownership
interest in Holdco.


So yes, even if the SHLDQ Common Shares are
wiped out, ESL will still have 100 % ownership of
Holdco.