Sears Holdings Corporation – Files Amended Plan and Related Disclosure Statement; Projected Professional Fees to Exceed $134mn

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July 9, 2019 – The Debtors filed a modified Second Amended Joint Plan and a related Disclosure Statement [Docket Nos. 4476 and 4478]; and separately filed blacklines of each of those documents showing changes from versions filed on June 28, 2019 [Docket No. 4479]. The amendments include adjustments to several classes (eg. Guarantee Claims (Class 4(B)) which are largely immaterial as much from a practical standpoint (no one is getting anything no matter how class treatment is described in the Plan and Disclosure Statement) as from a technical/drafting perspective.

That does not mean that everyone is walking away empty handed from this Chapter 11. Tucked into Exhibit C ("Administrative Solvency Tracker," page 234 of Docket No. 4478) is a breakdown of the $134.6mn of professional fees, both earned to date and projected. Weil Gotshal leads the pack with $35.5m and Prime Clerk takes second spot with an impressive $13.8mn. There is also an ironic notation as to a $27.35mn "success fee accrual."

The following documents were attached to the Disclosure Statement:

  • Exhibit A: Plan
  • Exhibit B: Corporate Organizational Chart
  • Exhibit C: Administrative Solvency Tracker
  • Exhibit D-1: Post-petition Intercompany Claims Summary Chart (Beginning Matrix)
  • Exhibit D-2: Post-petition Intercompany Claims Summary Chart (Ending Matrix)
  • Exhibit E-1: Liquidation Analysis (Plan Settlement)
  • Exhibit E-2: Liquidation Analysis (Toggle Plan – De-Consolidated)

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