(Bloomberg)—Eddie Lampert’s winning bid to salvage Sears Holdings Corp. values the retailer at $5.2 billion while dropping demands that the billionaire be shielded from lawsuits tied to his dealmaking in the years before it went bankrupt.
A hearing to approve the sale to Lampert’s ESL Investments Inc. is scheduled for Feb. 1, Sears said in a statement. It’s expecting the transaction to be completed on or about Feb. 8.
The deal doesn’t release Lampert from legal liability over previous transactions, according to people with knowledge of the situation. Lampert had been asking for such a guarantee throughout the negotiations to head off claims from creditors who said he unfairly profited from earlier bailout transactions, such as those involving Lands’ End and Seritage Growth Properties. Lampert has said the deals were properly crafted and kept the chain alive.
“We are pleased to have reached a deal that would provide a path for Sears to emerge from the Chapter 11 process,” the restructuring committee for the Sears board said in the release. “Importantly, the consummation of the transaction would preserve employment for tens of thousands of associates, as well as the relationships with many vendors and suppliers who provide Sears with goods and services.”
The bid will save 45,000 jobs, fund some severance costs and reinstate severance benefits for eligible employees in a new company, according to an ESL statement. ESL and Lampert previously said the plan would save as many as 50,000 jobs at Sears, which employed 68,000 when it went bankrupt in October. The bid will also honor extended warranties on products previously sold by Sears.
“ESL has been steadfast in its commitment to Sears because we believe that its emergence from Chapter 11 as a going concern is the best path for the company, its associates and the many communities touched by Sears and Kmart stores,” according to the statement.
Lampert beat out bids from liquidators that would have forced the 126-year-old department-store chain to shut down. The agreement, reached after two days of negotiations in New York, still needs to be approved by the federal bankruptcy judge overseeing the case. A previously scheduled court hearing in the case is set for Jan. 18 in White Plains, New York.
ESL is Sears’s biggest shareholder and creditor. Lampert now faces the challenge of returning a slimmed-down version of the company to profitability after billions of losses under his management.
The winning bid is the latest in Lampert’s long list of maneuvers to turn the company around. Since engineering the $12.3 billion acquisition of Sears by Kmart in 2005, Lampert has cut more than $1 billion in annual expenses, sold off real estate, sold the Craftsman tools business and spun off clothing unit Lands’ End Inc.
Sears still faces daunting challenges from healthier retailers, according to Christina Boni, an analyst at Moody’s Investors Service.
If Lampert is successful, “the retailer could stagger on for longer as a going entity,” Boni wrote in a report on Wednesday. “However, in our view the company will continue to be hobbled by the same untenable problems, given that its efforts to resuscitate performance by shrinking has mainly been unsuccessful.” Sears, No. 24 in the Internet Retailer 2018 Top 500, will be much smaller and vulnerable to having customers picked off by stronger rivals such as Macy’s Inc. (No. 6), J.C. Penney Co. Inc. (No. 31) and Dillard’s Inc. (No. 147), she wrote.Favorite