Embattled retailer Sears came within a hair’s breadth of being liquidated, but weeks of tense negotiation culminated in a deal that saved it.
Whether Sears has been “saved” is a matter of debate, however. On the opposing side are those who hold Sears Chairman and former CEO Eddie Lampert responsible for the 126-year-old company’s decline. Detractors cite years of buybacks subverting reinvestment in stores, while Lampert has maintained that buybacks were the best use of capital. No doubt a confluence of factors have battered Sears, including the universal challenge posed by ecommerce.
A billionaire investor and CEO of hedge fund ESL Investments, Lampert started buying shares in Sears in the early 2000s. In 2002, he snapped up rival chain Kmart’s debt as it entered Chapter 11. Two years later, Lampert combined Kmart with Sears, touting the formation of Sears Holdings, a retail industry force with more than $55 billion in annual sales, nearly 3,500 stores, and over 300,000 employees. As part of Kmart’s acquisition of Sears, Lampert became its Chairman.
Lampert gave Sears loans to keep it afloat, becoming its biggest creditor as well as its top shareholder. The company took some bold moves aimed at raising money and cutting costs, selling assets, closing stores and laying off employees. Quarterly sales started declining in early 2007, marking the beginning of a precipitous fall. In the decade from 2007 to 2017, the retailer’s shares dropped 95%. Once a retail industry institution, Sears has not turned a profit since 2010.
In September 2018, Lampert proposed a rescue plan. However, a special committee of independent Sears directors opposed it, and on October 15, Sears instead filed for bankruptcy. The company listed about $7 billion in assets, including nearly 700 stores. Liabilities amounted to more than $11 billion, including $2.6 billion owed to Lampert, Reuters reports. Sears then formed a restructuring committee and appointed turnaround specialist Mohsin Meghji as Chief Restructuring Officer.
As part of its bankruptcy proceedings, Sears was to hold an auction. On December 28, Lampert came forward with a bid to take over the company through ESL Investments. He would pay $4.4 billion to acquire various businesses and 425 stores. The deal would save up to 45,000 jobs, but it was scorned by Sears’ creditors, such as mall owners and vendors. They pushed for liquidation, which would free up funds to pay their bills and other debts.
A battle ensued, with Sears directors and advisers on one side and Lampert and his negotiators on the other. The retailer wanted an additional $80 million to cover its bankruptcy expenses. Lampert refused. Besides Lampert, the only other bidders were either looking at small pieces of the company or vying to shut it down altogether and sell off its assets.
Over the course of protracted negotiations, Lampert gradually increased his offer to $5.2 billion, and agreed to take on more than $600 million in additional liabilities, such as bills for merchandise and taxes. Some directors still had reservations, and talks dragged on for another day and night until Sears finally approved Lampert’s offer on January 17, bringing the auction to a close.
“We are pleased to have reached a deal that would provide a path for Sears to emerge from the chapter 11 process,” Sears’ restructuring committee said. Its creditors continue to protest the agreement with Lampert, and hope to persuade a federal judge to force Sears to liquidate.