Sears faces liquidation in the U.S.
Talks on the latest Sears takeover bid from Chairman Eddie Lampert are extending into Tuesday as stakeholders try to reach an agreement on whether Sears Holdings Corp. (SHLDQ.PK) should live on.
The discussions lasted for over 12 hours on Monday before the parties decided to reconvene at 9 a.m. today in New York. Negotiators initially didn’t embrace Lampert’s revised rescue plan for the bankrupt retailer, but they were concentrating on his proposal rather than competing bids from liquidators, according to people with knowledge of the discussions. Sticking points still include whether he should be insulated from lawsuits over his previous turnaround deals, said the people, who weren’t authorized to speak publicly.
Participants were parsing terms of Lampert’s new offer, which came in US$600 million higher than his last bid while asking for an array of additional assets, including 57 more properties, as well as accounts receivable and inventory. Lampert values his offer at more than US$5 billion.
Representatives for Sears Holdings and at ESL Investments, the hedge fund run by Lampert that made the offer, declined to comment.
The session, which was closed to the public, was tied to a bankruptcy auction for Sears assets on Monday morning in the midtown Manhattan law offices of Weil Gotshal & Manges across the street from Central Park.
Officials made their way into the talks starting with the company’s chief restructuring officer, Mohsin Meghji, just after 9 a.m. on Monday. Over the following hour he was followed by Lazard investment banker Brandon Aebersold, Cyrus Capital Partners attorney Eric Reimer and Sears attorney Paul Basta. Negotiators ordered in pizza and reserved nearby hotel rooms as they worked late into the evening, according to the people.
Lampert has repeatedly pointed to the number of jobs at stake in seeking support for his plan, making some lenders wary of being blamed for the collapse of the iconic chain if they refuse to provide funds.
The company’s revenue trends or business model, or whether Sears still has a place in American retail, haven’t been the sole issue. Instead, the people said, the discussions on Sears’s survival have turned in part on years-old objections to the company’s financial management.
The lowest-ranked creditors, a diverse group including suppliers, service companies and pensioners, say they could sue Lampert for millions of dollars over deals he made during his tenure as chief executive. They say his maneuvers unfairly benefited ESL and himself while draining assets. Lampert has said the deals were properly crafted and kept the chain alive.
He’s demanding the group stop seeking clawbacks and asked to be released from liability, but Lampert sweetened his latest proposal by setting aside about $35 million for unsecured creditors.
“The creditors will drop the claims against Lampert only if they think the money they are getting in return is greater than the liquidation value of the assets he’s buying plus the money they might receive from suing him later,” said Jared Ellias, a bankruptcy professor at the University of California’s Hastings College of Law.
--With assistance from Josh Saul and Katherine Doherty