Sears’ fate hinges on bank­ruptcy auc­tion

The Charlotte Observer - - Front Page - BY LAU­REN ZUMBACH

Chicago Tri­bune

In its 126-year history, Sears grew to be­come the coun­try’s big­gest re­tailer and out­lasted Chicago com­peti­tors like Car­son Pirie Scott, Mont­gomery Ward and Wieboldt’s. Its fu­ture now hinges on a bank­ruptcy auc­tion sched­uled to start Mon­day.

Ed­ward Lam­pert, chair­man and for­mer CEO of Hoff­man Es­tates-based Sears Hold­ings Corp., is try­ing to buy the re­tailer with a plan to keep it in busi­ness and keep up to 50,000 work­ers em­ployed. Lam­pert’s hedge fund, ESL In­vest­ments, sweet­ened its of­fer for Sears this week, bring­ing the to­tal value of its pro­posal to more than $ 5 bil­lion.

But some of Sears’ cred­i­tors are skep­ti­cal of ESL, and it’s not yet known how the hedge fund’s pro­posal stacks up against other of­fers for the com­pany’s as­sets.

If Lam­pert’s plan fails, Sears could face liq­ui­da­tion – the end of the road for an iconic Amer­i­can com­pany, at least as con­sumers know it.

Here’s what you need to know ahead of the bank­ruptcy auc­tion on Mon­day.

Q: Sears used to be the coun­try’s big­gest re­tailer. What hap­pened?

A: On­line shop­ping is part of the story, but Sears’ chal­lenges go back decades. It was slow to re­act to new com­pe­ti­tion from dis­count chains and spe­cialty stores and to changes in shop­ping habits, in­clud­ing a shift away from sub­ur­ban shop­ping malls. Lam­pert was ac­cused of fo­cus­ing on cost­cut­ting at the ex­pense of in­vest­ing in stores. He in­sisted the com­pany was work­ing to turn it­self into a smaller but prof­itable re­tailer.

As time went on, Sears kept shrink­ing – clos­ing hun­dreds of stores and get­ting rid of more than 60 per­cent of its em­ploy­ees in less than three years. But it also con­tin­ued los­ing money, rack­ing up more than $ 11 bil­lion in losses since 2011.

Q: The com­pany planned to re­or­ga­nize in bank­ruptcy. Why is it now at risk of shut­ting down?

A: It’s pos­si­ble ESL won’t emerge as the win­ning bid­der, and it’s not clear whether the com­pany has any other of­fers from buy­ers who want to save, rather than liq­ui­date, Sears. An at­tor­ney rep­re­sent­ing Sears cred­i­tors told the U.S. Bank­ruptcy Court at a hear­ing Tues­day in New York that it con­tin­ues to have “sig­nif­i­cant con­cerns” about ESL’s bid.

The con­cerns cred­i­tors have about ESL’s bid have to deal, in part, with fi­nan­cial deal­ings be­tween Lam­pert, ESL and Sears. The cred­i­tors say those trans­ac­tions “may be part of an ex­tended pat­tern of con­duct that served to ben­e­fit cer­tain (in­sider) eq­uity hold­ers,” ac­cord­ing to court fil­ings. ESL de­nied those al­le­ga­tions.

Q: What are the po­ten­tial out­comes?

A: Lam­pert’s ESL has said it will strive to keep Sears in busi­ness if it wins the bid. But even if the com­pany liq­ui­dates, the Sears Home Ser­vices busi­ness or brands like Ken­more and DieHard could live on. ESL also has said it would bid on some pieces of the busi­ness in­di­vid­u­ally. It’s also pos­si­ble that some­one could buy Sears’ intellectual prop­erty and try to bring the brand back on­line or in bricks-and-mor­tar stores.

Q: Will more stores close?

A: Sears has al­ready closed or an­nounced plans to close 262 Sears and Kmart stores by late March. Lam­pert’s ESL has said it wants to buy the re­main­ing 425 stores in the bank­ruptcy auc­tion, though it could change its bid or de­cide to close more stores after buy­ing the com­pany. If Lam­pert’s push to keep the com­pany alive fails, the fate of the stores will de­pend who ends up buy­ing Sears’ as­sets.

Q: What will hap­pen to Sears’ em­ploy­ees?

A: If Lam­pert wins the bank­ruptcy auc­tion and keeps Sears in busi­ness, his fund has said it ex­pects to em­ploy up to 50,000 peo­ple. If Sears goes out of busi­ness, those jobs would dis­ap­pear. The com­pany said it had 68,000 em­ploy­ees, in­clud­ing 32,000 full-time work­ers, when it filed for bank­ruptcy in Oc­to­ber.

Q: If there’s a chance to keep stores open and work­ers on the job, why wouldn’t the court au­to­mat­i­cally choose that op­tion?

A: Bank­ruptcy courts would gen­er­ally rather not liq­ui­date a com­pany that has a chance of suc­ceed­ing after ex­it­ing bank­ruptcy. But the pri­or­ity is re­cov­er­ing as much of the money the com­pany owes as pos­si­ble, and the judge could de­cide it would be bet­ter to sell the re­main­ing as­sets im­me­di­ately to pay back the com­pany’s lenders.

Q: What hap­pens next?

A: Sears will aim to no­tify the Bank­ruptcy Court of the auc­tion re­sults by Wed­nes­day, ac­cord­ing to a time­line ap­proved by the court. Other par­ties have eight days to chal­lenge the out­come in court. Ul­ti­mately, a judge has to ap­prove the sale of Sears’ as­sets, a de­ci­sion ex­pected in the com­ing weeks.

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