Sears, which filed for bankruptcy in October, has less than 24 hours to survive.
The 125-year-old employer of more than 68,000 has one last shot at survival as it waits for a $4.6 billion rescue package by chairman Eddie Lampert to materialize, according to CNBC, which adds that Lampert’s ESL Investments has been the only party offering to buy Sears as a whole.
Without Lampert’s bid or another like it, the company will be broken up into pieces by liquidators. Unfortunately, the embattled chairman is running out of time.
As of Thursday afternoon, Lampert had neither submitted his bid, nor rounded up financing, the people familiar said. Should Lampert submit a bid, Sears’ advisors would have until Jan. 4 to decide whether he is a “qualified bidder.” Only then, could ESL take part in an auction against liquidation bids on Jan. 14.
It is possible Lampert, Sears’ largest investor, secures financing in time to meet the deadline, these people said. The hedge fund manager turned retailer has managed last-minute feats before. Due to requirements by the Securities and Exchange Commission, Lampert will be required to make his bid public. That stipulation that could sway him to prolong the filing until its exact deadline of 4:00 p.m. ET Friday. –CNBC
If the deadline passess, Sears and Kmart could both be liquidated within weeks, according to bankruptcy court guidelines – however that process has already slowly begun, as the retail icon weighs the closure of 50 to 80 more stores on top of the 142 unprofitable locations announced to be closing amid the October 15 bankruptcy filing. In November, 40 more store closures were announced.
In short, there has been a slow-paced liquidation underway.
Lampert reportedly planned to save Sears by combining it with Kmart – which ESL bought out of bankruptcy after its 2002 filing, however the cultures of both stores were too different to make the integration successful as cross-selling agreements between Sears’ appliances and Kmart’s apparel was a dud.
In his five-year reign as CEO and even longer term as chairman, Lampert has largely run the company like the hedge-fund manager he once was, say former executives, employees and people familiar with his thinking. That meant investing less in its stores and advertising, believing such investments were optional.
It also meant keeping Sears alive through complex investments from ESL. Lampert poured millions of dollars through ESL into Sears, which struggled for years with losses and debt. Those investments came amid Lampert’s strong belief in his ability to turn Sears around, in part through its loyalty program, “Shop Your Way,” say people familiar with Lampert’s thinking. But Sears finally hit a cliff, when it had a $134 million payment it could not meet. –CNBC
Prior to the October bankruptcy filing Sears was easier to keep afloat, as ESL’s loans were largely protected by Sears’ assets such as its prime real estate portfolio. Now, not so much. ESL’s talks to save the company by financing a junior portion of Sears’ bankruptcy loan fell apart after Lampert demanded that lenders improve the terms of the loan and offer him more protections.
The $4.6 billion rescue offer, meanwhile, contains various tranches of financing as well as some of Lampert’s own cash. Unfortunately, the outside lenders he has asked to support his bid are apparently not as motivated to save Sears from its Friday demise.
The asset-based loan he is seeking has faced scrutiny from investment banks, weary of lending to a business that hasn’t turned a profit since 2010.
Some creditors he asked to support his offer have called his efforts to keep Sears alive a “foolhardy gamble with other people’s money,” according to court filings. They have also taken aim at his efforts to fund $1.8 billion of his bid by forgiving Sears debt owed to him, through a so-called credit bid.
Those creditors last week said they believe there may be claims against Sears for transactions under Lampert’s leadership. Those deals include Sears’ spinoff of Lands’ End and transactions with Seritage Growth Properties, a real estate investment trust Lampert created through select Sears’ properties. As such, they have said they will object to the credit bid.
Lampert could use his own cash to backstop the $1.8 billion credit bid, but it remains unclear whether he is willing to do so.
Meantime, Lampert has also asked as part of ESL’s bid that Sears’ creditors agree to a release from potential lawsuits over his past transactions. With the threat of litigation looming large, that ask is far from trivial. –CNBC
So – unless Lampert can pull off an 11th hour miracle, the death rattle of retail behemoths just got considerably louder.
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