š¤Sears š¤
Eddie Lampert, ESL & Shenanigans
BREAKING NEWS: SHORT SEARS HOLDING CORP.
Weāre old enough to remember when Sears Holding Corp. ($SHLD) was last rumored to file for bankruptcy. In 2017. 2016. 2015. 2014. 2013. 2012. 2011. And 2010 (the last year it turned a profit). This thing is like āKarlā in Die Hard.
Or this lady:
It just wonāt die.
So this weekās reports that Searsā CEO Eddie Lampert āUrges Immediate Action to Stave Off Bankruptcyā were met with, shall we say, a collective yawn. Lampert has been performing financial sleight-of-hand for years, all the while the five-year SHLD stock chart looks like this:
This is what the Twitterati had to say about this: [ ].
Yes, that blank space is intentional. Weāve never seen Twitter so quiet. Grandma was like, āSears? Sears? I last shopped in Sears when I was prom shoppingā¦in 1956.ā Mom was like, āI once bought you a Barbie at Searsā¦in 1989.ā Some millennial somewhere was probably like, āSears? Whatās a Sears, brah?ā
Just kidding: nobody is talking about Sears. That would imply mindshare. š„
Lack of mindshare notwithstanding, the company, despite a wave of closures over the years (including 46 unprofitable stores slated for closure in November ā18), consists of 820 stores (including KMart). As of 2017, the company had 140,000 employees. Thats Toys R Usx 4.5. The company also has approximately $5.5 billion of debt, $1.1 billion of pension and post-retirement benefits, declining revenues, negative (yet improving) same store sales percentages, negative gross margin, and increasing net losses.
It also had $941mm of cash available as of the end of Q2 2018.
On Sunday, Lampert filed a Schedule 13D with the SEC outlining his proposal to save Sears in advance of a $134 debt payment due on October 15. High level, the proposal wasā¦
āā¦to the Board requesting Holdings to consider liability management transactions, real estate transactions and asset sales intended to extend near-term debt maturities, reduce long-term debt, eliminate associated cash interest obligations and obtain additional liquidity.ā
The proposed liability management transactionsā¦provide for exchange offers to eligible holders of second lien debtā¦and eligible holders of unsecured debtā¦. These potential exchange offers together could save Holdings approximately $33 million per year in cash interest and eliminate approximately $1.1 billion in debt.
More specifically, the proposal calls for, among other options, ā19 and ā20 second lien debtholders and ā19 unsecured noteholders to swap into zero-coupon mandatorily convertible secured debt (no yield, baby?)(read the 13D link above for more detail). It also calls for the sale of $3.25 billion worth of real estate and assets, including Sears Home Services and Kenmore.
After all of this time, why now? Per Bloomberg:
Lampert and ESL acted after watching other retailers including Toys āRā Us Inc. and Bon-Ton Stores Inc. wind up in liquidation, according to people with knowledge of the plan. The aim is to get something done out of court to preserve value for shareholders, since they donāt usually fare well in bankruptcy proceedings, said the people, who werenāt authorized to comment publicly and asked not to be identified.
Thereās something strangely poetic about Lampert and ESL using the ghosts of Toys R Us and BonTon past to coerce creditors into an exchange transaction now.
Anyway, Twitter may have been quiet, but naysayers abound.
āIt seems the next natural iteration of all the financial engineering the company has been engaging in over the last few years,ā Bloomberg Intelligence analyst Noel Hebert said. āFor non-bank creditors not named Eddie Lampert, there is a bit of prisonerās dilemma -- maybe something more tomorrow, or the near certainty of very little today.ā
āThis is simply storing up trouble for the future,ā according to a note from Neil Saunders, managing director of research firm GlobalData Retail. āSears is focusing on financial maneuvers and missing the wider point that sales remain on a downward trajectory,ā he wrote. āEven in a strong consumer economy, customers are still drifting away to other brands and retailers.ā
From the Washington Post:
āEddie Lampert is seeking permission from himself to keep Sears on life-support while he continues to drain every last remaining drop of blood from its corpse,ā said Mark Cohen, director of retail studies at Columbia Business School and the former chief executive of Sears Canada. āThe operation is a failure, and there is no plan to turn that around."
From the Wall Street Journal:
āGiven Lampertās shuffling of Sears assets in ways some creditors suspect was more to his benefit than theirs, there is a chance they will hesitate to let him reorganize unless it is under the watchful eye of a bankruptcy judge,ā said Erik Gordon, a University of Michigan business school professor.
Ugh. Wake us up when its finally over. Even Karl eventually died.
PETITION provides analysis and commentary about restructuring and bankruptcy. We discuss disruption, from the vantage point of the disrupted. Get our Membersā-only a$$-kicking newsletter by subscribing here.