Sears Holdings – Seeks Approval of Bidding Procedures and Stalking Horse Bid Protections in respect of $60 million Sale of Home Improvement Business

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November 3, 2018 – Sears Holdings requested Court approval for proposed (a) bidding procedures in respect of the sale of its home improvement business, (b) stalking horse bid protections in respect of the sale, (c) auction and hearing timetable and (d) form and manner of notice of sale, auction, and sale hearing [Docket No. 450]. The motion explains, “On November 2, 2018, the Debtors and (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 $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 certain assumed liabilities (together with the Cash Purchase Price, the ‘Stalking Horse Bid’) for the Assets, subject to higher or better offers, and Court approval; and (ii) the Debtors agreed that, in the event that the Court approves the purchase of the SHIP Business by any bidder other than the Stalking Horse Bidder, to pay the Stalking Horse Bidder and such transaction is consummated, a break-up fee in the amount of 1.5% of the Cash Purchase Price (the ‘Break-Up Fee’).” 

An auction is scheduled for December 13, 2018. The Court also scheduled a November 15, 2018 hearing to consider the bid procedures, with objections due by November 8, 2018.

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