Sears Holdings Corp. has been trying to sell certain assets for two years, and now ESL Investments is stepping up to the plate to say it is a willing buyer.
The hedge fund managed by Edward S. Lampert, who is also chairman of Sears, sent a letter to the company’s board stating that Sear’s Kenmore appliance brand, its home improvement business and its PartsDirect business of the Sears Home Services Business should be divested. ESL is also ready to acquire some real estate owned by the company on the condition that it will also enter into a master lease so the stores can continue to operate. Sears pegged the enterprise value of the home improvement business and the PartsDirect business at $500 million. It further said it would enter into agreements with Sears after acquisition to ensure that those businesses can continue operations.
ESL said Lampert would not participate in any discussions, and any transaction would need approval from a special committee of the company’s board and its shareholders. Further, any transaction would be subject to a “go shop” process to see whether Sears can get a better offer.
ESL calculates a transaction would involve an exchange offer of 50 percent of $600 million in outstanding second lien indebtedness not secured by real estate for equity in Sears of equal value and 100 percent of Sears’ $900 million in outstanding unsecured indebtedness at a discount of Sears’ current trading price or for Sears equity. ESL said in its letter that the tender offer would be “beneficial to the debt holders” by providing liquidity.
Sears said the independent committee of the company’s board would review the letter.