Sears Holdings – Files Global Bidding Procedures Process Letter

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November 27, 2018 – Sears Holdings filed a global bidding procedures process letter outlining terms and guidelines in respect of the submissions of indicative bids for a number of its key business segments [Docket No. 862]. The Debtors’ letter states, “While it is the Company’s preference, all else being equal, to receive a combined bid for substantially all of the Company and its assets, the Company is also soliciting Indicative Bids for less than substantially all of the Company, whether based upon a going concern or liquidation. With respect to going concern bids, the Company is soliciting Indicative Bids for a Transaction that includes, but is not limited to, the following target businesses (each, individually, a ‘Target Business’) or any combination of any assets comprising one or more of the Target Businesses: (i) Sears as a going concern (the contemplated go-forward retail footprint, (‘Retail NewCo’), or Retail NewCo together with substantially all assets and component businesses of Sears, such as Sears Auto Centers, Monark, and Innovel, ’Sears NewCo’); (ii) Sears Home Services (‘SHS’), including the business unit PartsDirect (‘PartsDirect’); (iii) SHS, excluding PartsDirect;  (iv) PartsDirect (on a stand-alone basis); and/or (v) Any of the underlying assets with respect to the Retail NewCo or SearsNewCo on a liquidation basis. The Company will have maximum flexibility in evaluating the Indicative Bids, including the ability to accept a single bid or multiple partial bids for any assets or combinations of assets that the Company determines to auction, at the direction of the Company’s Restructuring Committee. With respect to liquidation bids, the Company is soliciting cash and non-cash consideration (e.g. equity, hybrid, fee, debt, or designation rights) bids for part or all of the assets underlying the proposed Retail NewCo footprint and/or Sears NewCo as part of this process.” 
 
The Debtors proposed the following timetable: (i) a December 5, 2018 deadline for Indicative Bids, including both going concern and liquidation bids, for the Target Businesses, (ii) a December 15, 2018 deadline for the Debtors to designate a Stalking Horse Bidder for Retail NewCo and file a related sale notice, (iii) a December 28, 2018 deadline to Submit Definitive Bids, including both going concern and liquidation bids, for Retail NewCo, (iv) a January 4, 2019 deadline to notify prospective bidders if their definitive bid for Retail NewCo are qualified bids and for Debtors to announce auction packages and (v) a January 11, 2019 hearing if an objection is received as to a designated Retail NewCo Stalking Horse Bidder or if a credit bid is submitted by an affiliate or insider.

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