Sears Holdings Corp. might be worth more dead than alive, but it can still go ahead and try to sell the company as a going concern.
The bankruptcy court in White Plains on Thursday approved sale procedures provided by the company, a move that likely didn’t go well with the unsecured creditors committee. Despite the committee’s concern that a failed process would leave far less left available to pay unsecured claims, the approval means Sears could at least try to keep the business in operation and save American jobs.
According to the opinion of the unsecured creditors committee in the Sears bankruptcy, another round of financing — even if for at least $300 million — still may not be enough to fund Sears during a sale process. Sears filed its voluntary Chapter 11 petition seeking bankruptcy court protection on Oct. 15.
Sears sought bankruptcy court approval for a set of procedures it can use in trying to sell the company as a going concern. Court documents have estimated that an operation consisting of 400 stores would be the framework for a going-concern business.
The committee in a new court filing Wednesday reiterated its initial objection to the sale, noting that pursuing a sale process in lieu of starting a going-out-of-business “sale process immediately may not be a value maximizing strategy.” Legal paperwork filed by Sears noted a monthly cash-burn rate of $125 million.
Besides needing more cash to operate during the sale process, the new filing said information it received on Nov. 12 “heightened its fears that pursuing the going concern sale process may lead the debtors toward administrative insolvency. The sad truth is that the debtors are unlikely to have a viable path to remain a going concern.”
The committee said on Nov. 12 it received a preliminary “Go Forward Stores” business outline. According to the legal papers, the committee noted that a liquidity forecast reveals that even with a junior debtor-in-possession financing of at least $300 million, the company doesn’t have enough liquidity to operate the business through the closing of the going concern sales process. The paperwork also said that while the committee couldn’t determine how much more it would need to operate versus an immediate liquidation, what was clear is Sears would “burn through the entirety” of the junior DIP facility and “require substantial additional funding” in order to be able to close on a sale of the company.
Apparently, as noted by the committee, the “Go Forward Stores” plan is based on a reduction in selling, general and administrative costs of $600 million over the next two years. The committee said the nature of the reduction includes items that Sears has been “unable to achieve in the last decade.” And a further salvo was the committee’s point that “realizing just a portion of these reductions will require the debtors to execute their plan with ‘military precision.’”
At one point, the committee stated that with the limited information it has, it believes the “value of the debtors’ component parts likely vastly exceeds the expected value of the Go Forward Stores.”
More importantly, at the heart of the committee’s concern, and one it acknowledged, is the concern that keeping the company afloat would require it to “encumber substantial assets otherwise available to satisfy creditors’ claims.”
The committee is seeking a detailed going-out-of-business plan by Nov. 30, and a monetization plan for all nonretail store assets by Dec. 10, both as a back-up plan in case the court sides with Sears so the retailer, in case the going concern sale fails, won’t have to start from scratch the going-out-of-business process.
The parties were in court Thursday on a hearing regarding the bidding procedures for a sale of the company, as well as court approval of bidding procedures connected to the sale of the Sears Home Improvement business, among other matters.
Financing was supposed to have been another matter for discussion, but that is now moved to Nov. 27. Up for discussion will be approval of a $350 million junior DIP facility with Great American Capital Partners, which is owned by investment banking firm B. Riley Financial Inc. The loan has a 3 percent closing fee and a monthly interest rate based on Libor plus an additional 11.5 percent. Terms for the junior DIP facility was filed with the bankruptcy court on Wednesday.