Edward Lampert’s ESL Investments hedge fund has raised its bid to keep Sears Holdings Corp. in business with an offer of about $5 billion that would cover severance for workers and bills from its suppliers.
Advisors for the hedge fund crafted a bid that would commit ESL to cover more than $40 million of existing severance costs, and more for workers hired in a reorganized Sears, said a person with knowledge of the matter. Lampert is adding $120 million that a U.S. Bankruptcy Court said he needed to post in advance to qualify for an auction set for next week, said the person, who wasn’t authorized to comment publicly. ESL would pick up tax and supplier bills that Sears incurred during bankruptcy proceedings, the person said.
Sears is teetering on the edge of liquidation after the rejection of a previous offer from Lampert, whose hedge fund is Sears’ biggest shareholder and creditor. Lampert previously made a $4.4-billion bid to take over selected stores and keep them open, but so far, he has been unable to convince some of the other creditors that he could ever make Sears profitable again. If he doesn’t qualify, the only bidders left in the auction would be firms planning to shut Sears and Kmart and sell off the parts.
Representatives for Sears Holdings, based in Hoffman Estates, Ill., declined earlier in the day to comment. A representative for ESL referred to the hedge fund’s previous comments, which said the proposal “provides substantially more value to stakeholders than would be the case in liquidation and is the only option to save an iconic American retailer and up to 50,000 jobs.”
Lampert, who engineered the acquisition of Sears by Kmart in 2005, held about $2.5 billion in Sears debt as of September, the result of multiple attempts to keep the chain afloat. The company has shut hundreds of money-losing stores, cut more than $1 billion in annual expenses and spun off units such as Lands’ End Inc.
The original bid doesn’t have sufficient upside for other creditors who are being asked to drop pending lawsuits against Lampert and ESL that challenge the validity of some of his prior rescue deals, said Peter Kaufman, president of investment bank Gordian Group, which isn’t involved in the Sears case.
“Lampert has to beat the creditors’ view that a combination of liquidation recovery from the assets plus litigation claims against him” isn’t worth more than his plan to keep it as a going concern, Kaufman said. “ESL needs to make their deal more attractive than not, if he wants the creditors to play along.”
Some creditors have concluded that Sears is worth more to them dead than alive if the stores and other assets are auctioned off. U.S. bankruptcy Judge Robert Drain reminded Sears’ lawyers at a hearing this week that the company has an obligation to review all its options, not just the offer from Lampert.
One obstacle could be the official committee of unsecured creditors, who said in court that they will continue to challenge the legitimacy of the liens underpinning the debt ESL holds. This could hobble Lampert’s bid because he is offering to pay for Sears in part by trading some of those debts for ownership of Sears.
Doherty and Saul write for Bloomberg.