Sears Holdings – Court Approves Bid Procedures for $60 million Sale of Sears Home Improvement Business to Service.com

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November 16, 2018 – The Court hearing the Sears Holdings’ case issued an order (i) approving bidding procedures for the sale of Sears Home Improvement Business (the “SHIP Business”), (ii) approving stalking horse bid protections, (iii) scheduling auction and (iv) approving the sale of SHIP Business in accordance with a November 2, 2018 asset purchase agreement with Service.com (the “Stalking Horse Agreement”) [Docket No. 775]. 

The order states, “On November 2, 2018, the Debtors and Service.com (the “Stalking Horse Bidder”) entered into an asset purchase agreement (the “Stalking Horse Agreement”) for the sale of the SHIP Business, pursuant to which: (i) the Stalking Horse Bidder agreed to pay Sixty million dollars  ($60,000,000) in cash, prior to adjustment of such amount in accordance with the terms of the Stalking Horse Agreement (the ‘Cash Purchase Price”’, and to assume the Assumed Liabilities (together with the Cash Purchase Price, the “Stalking Horse Bid”) for the Acquired Assets, subject to higher or better offers, the outcome of the Auction and Court approval; and (ii) the Debtors agreed in the event that the Court approves the purchase of substantially all of the Acquired Assets by any bidder other than the Stalking Horse Bidder and the sale to that bidder is consummated, then the Stalking Horse Bidder will be paid a break-up fee in the amount equal to 1.5% of the Cash Purchase Price (the ‘Break-Up Fee’).

The following general timeline is fixed: the deadline for submitting Qualified Bids (the ‘Bid Deadline’) is December 11, 2018. The Auction will take place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 on December 13, 2018, at 10:00 a.m. (Eastern Time). Deadline to (i) object to the conduct of the Auction, (ii) object to the sale of SHIP Business to the Successful Bidder is December 17, 2018. The Sale Hearing shall be held before the Court on December 18, 2018, at 10:00 a.m. (prevailing Eastern Time), with sale objections due by December 11, 2018.

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