While Sears Holdings Corp. continues to negotiate a new supplemental financing package, it’s hoping to garner some financial breathing room through the sale of its home improvement business to Service.com for $60 million.
According to court documents filed with a federal bankruptcy court in White Plains, N.Y., the retailer said its home improvement business has “over 2,000 active service professionals and independent service contractors,” who do work from flooring to kitchen remodeling, exteriors work for entry doors, siding and roofing to HVAC systems and water heater maintenance to repair services.
The so-called stalking horse agreement with Service.com essentially serves as baseline pricing for the asset, with the hope that better offers will be forthcoming. If Service.com is outbid, it will receive a break-up fee of 1.5 percent of the cash purchase price to be paid by the successful bidder. Service.com has also agreed to remain as the back-up bidder if it gets outbid, in case the winning bidder cannot close on the transaction. If no other bidders come forward, Service.com will be the acquirer, pending bankruptcy court approval.
Sears is seeking Nov. 15 as the hearing date for approval of the stalking horse bid. The retailer has set Dec. 11 as the deadline for competing bidders to submit their binding bids and appropriate paperwork for pre-qualification. An auction date of Dec. 13 is planned for the qualified bidders, to be held at 10 a.m. at the offices of Weil, Gotshal & Manges, bankruptcy counsel for Sears.
The Sears Home Improvement business is a separate asset from the Sears Home Services business.
According to the court filing, ESL Investments Inc. also expressed interest in acquiring the home improvement business, but the offer from Service.com was deemed the better one. While the bidder and Sears were negotiating a sales agreement, the retailer filed for bankruptcy court protection. ESL is managed by Edward S. Lampert, who is also the chairman of the hedge fund and chairman of Sears Holdings.
Separately, Sears on Nov. 1 filed a motion seeking approval of global bidding and sale procedures for the sale of the bulk of the company as a going concern. The retailer also said that transaction for the home improvement business would not adversely impact asset sales under the global sale procedures or the sale of the Sears Home Services business.
The retailer filed its voluntary Chapter 11 petition for bankruptcy court approval on Oct. 15. Since then, Lampert has been in talks with Sears and the company’s constituency groups over additional funding for a financing facility.
The initial talks were for Lampert’s ESL to provide up to $300 million in a junior debtor-in-possession financing facility. The retailer’s existing lenders currently hold the senior position. Lampert has also been in talks with potential investors to partner with him and ESL in the DIP financing, as well as discussions regarding the structure of the additional funding, such as collateral and who has priority over certain assets used as security for the loan.
The federal bankruptcy court as part of the bankruptcy case’s first-day orders has already provided interim approval of the financing package with the senior lenders. Any change would require further approval from the bankruptcy court. A hearing on the financing is slated for Nov. 15.