Sears Holdings – Court Approves Off-the-Shelf Bidding Procedures, Sets Timetable for Sale of “Go Forward Stores”

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 November 19, 2018 – The Court hearing the Sears Holdings case approved the Debtors’ proposed global bidding and sale procedures [Docket No. 816] and timetable relating to the sale of the Debtors’ “Go Forward Stores.” As previously reported [Docket No. 429], “By this Motion, the Debtors seek approval of global bidding and sale procedures (the ‘Global Bidding Procedures’) for the efficient marketing, auction and sale of their assets in an orderly and value maximizing manner.…To be clear, the proposed procedures are not a declaration by Sears to liquidate the Company at fire sale prices—far from it. On the contrary, the proposed procedures are intended to provide the Debtors an efficient mechanism to monetize assets as and when the Debtors decide to auction and sell their Assets, with the advice of their advisors and in consultation with the DIP ABL Administrative Agent and Co-Collateral Agents (the ‘DIP ABL Agents’) and the official committee of unsecured creditors (together the ‘Consultation Parties’)….Under the debtor-in-possession financing agreement (the ‘DIP ABL Credit Agreement’), the Debtors must satisfy milestones (the ‘DIP Milestones’) for the sale of their stores that are capable of continuing as a going concern (the ‘Go Forward Stores’). Specifically, the DIP Milestones require: a. On or before December 15, 2018, the Debtors must obtain a non-contingent and fully-financed (with committed financing containing customary limited conditionality consistent with acquisition financing commitments) stalking horse bid for the sale of the Go Forward Stores that is reasonably acceptable to the DIP ABL Agents; b. The Court shall have entered the bidding procedures order by January 14, 2019; c. The Debtors shall commence an auction for the sale of the Go Forward Stores on or before February 2, 2019; d. The Debtors shall obtain an order approving the sale of the Go Forward Stores pursuant to section 363 of the Bankruptcy Code on or before February 4, 2019; and e. Closing of the sale of the Go Forward Stores by no later than February 8, 2019.” 
 
The following timeline was also approved: (i) a December 15, 2018 deadline for the Debtors to designate a stalking horse bidder for the Go Forward Stores (ii) a December 28, 2018 bid deadline for the Go Forward Stores and the filing of any objections to a stalking horse bid, (iii) a January 4, 2019  deadline for Debtors to notify prospective bidders of their status as qualified bidders and announcement of auction packages, (iv) January 10, 2019 as a proposed date for a hearing on any stalking horse objections, (v) a January 14, 2019 auction date and (vi) a January 31, 2019 sale hearing date. 

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