Sears

An affiliate of Edward S. Lampert’s ESL Investments is attempting to bail out Sears Holdings Corp. from bankruptcy court proceedings with a $4.4 billion going-concern offer that would keep 425 stores open.

The offer includes a $1.3 billion financing commitment from three financing institutions.

A spokesman for Transform Holdco LLC, the ESL affiliate, said the bid is for “substantially all of the assets of Sears Holdings Corp., including a retail footprint of 425 stores, for a total value of $4.4 billion. Our bid, which was submitted by [Friday’s] deadline, includes a $1.3 billion financing commitment from three leading financial institutions.”

The spokesman said that should the ESL bid be accepted and become the winning offer, the expectation is that Sears, upon emergence from Chapter 11 proceedings, “would offer employment to up to 50,000 associates” and reinstate severance protections for eligible employees who accept their employment offer. Whether Sears would actually employ up to 50,000 store associates is dependent on “any further actions the company may take between now and closing.”

Sears on Friday said it was closing an additional 80 stores in March. That accounts for the difference between the 425 stores in Friday’s bid and the original plan for 500 stores in the $4.6 billion non-binding offer ESL made earlier this month.

The spokesman added, “The capital structure of the new company will be less leveraged than in the recent past, with a significant equity cushion. Factoring for all considerations, we believe that our going-concern bid provides the path forward for the company, the best options to save tens of thousands of jobs and is superior for all of Sears’ stakeholders to the alternative of a complete liquidation.”

One liquidation source said Friday that liquidators have been working on valuations of Sears’ assets as they prepare competing liquidation bids.

But just because the ESL affiliate has made an official offer doesn’t mean the path is cleared for Lampert, who is chairman of hedge fund ESL and Sears, to head straight to the Jan. 14 bankruptcy court auction to see what offers come in from the liquidations. First he’ll have to wait to find out if the transform offer is considered “qualified” to partake in the auction. Word on whether Lampert moves to stage two, the auction, is expected by Jan. 4.

One source said ESL would likely detail the offer from Transform Holdco LLC, its affiliate, in a regulatory filing with the Securities and Exchange Commission on Monday. Lampert has been on the receiving end of some criticism from creditor constituency groups attacking the earlier nonbonding offer due to some conditions that were placed, including one that requires a release from potential legal claims. The unsecured creditors committee is reviewing past transactions by Sears that were engineered by Lampert to see if they are valid conveyances, even though those deals have been reviewed by independent financial and legal advisers. The filing should provide information to determine if ongoing negotiations from the initial nonbonding offer to the final bid included any adjustments to curtail some of the creditor concerns. If so, that should help pave the way for the required “qualified” bid classification.

Sears filed its voluntary Chapter 11 petition on Oct. 15.