ragnarisapirate Posted January 16, 2012 Share Posted January 16, 2012 I'd also note that "less than 5% of inventory" amounts to about $400-$500bn, which is meaningful in the context of Sears ~$3.0bn of liquidity. Please help me understand better if I am wrong here, but when people say 5% of inventory is $400-500 million dollars, isn't it also fair to say that 55-65% of SHLD's inventory is owned free and clear of any invoices at any given time? In other words, in the event that more suppliers lost financing, the shelves would not at all be empty at the stores. If at any given time over half of merchandise is owned, there is a $3 billion credit line to supply up to 30% of needed inventory, and history shows that Lampert is not afraid to buy SHLD commercial paper into the hundreds of millions of dollars, I don't know that there is a solvency issue the way that perhaps Linen's and Things had. Most retailers don't own as much inventory as SHLD. I also think if push comes to shove, Lampert could and would buy SHLD bonds and effectively refinance SHLD debt, either outright or by converting debt into common stock. I don't think Lampert bought 5 million shares personally for the purpose of inspiring confidence, I think he knows he controls the situation and he's probably got a backup plan at any given time for nearly any possible outcome. Other alternatives could be a credit line from Fairholme Fund, Commercial paper purchases from Fairholme Fund (which has happened in the past), more store closings, or outright liquidation. I don't think SHLD has a solvency issue at all. Someone please argue the other side if you think I am wrong. Fairholme is fully deployed, and is likely even getting redemptions. I doubt they could do much to help out... JOE has a couple hundred million on the balance sheet that they MIGHT be able to use, though? Not really sure how much that would help out though. Link to comment Share on other sites More sharing options...
nhall110 Posted January 17, 2012 Share Posted January 17, 2012 Stock moving today - any idea why? Link to comment Share on other sites More sharing options...
oddballstocks Posted January 17, 2012 Share Posted January 17, 2012 Rumors floating that they're going private Link to comment Share on other sites More sharing options...
mevsemt Posted January 17, 2012 Share Posted January 17, 2012 Or maybe it's more simple. Between Berkowitz, Lampert, and Tisch you have something like 86MM shares controlled. You probably have another 1-3MM shares owned by index funds. So let's say that's 88MM shares that don't really trade freely. You have a 14MM share short interest. You have 106MM shares outstanding. So, you have something like 75-80% of the "free" float being sold short. So maybe this is just a little short squeeze driven by randomness... Link to comment Share on other sites More sharing options...
Guest Hester Posted January 17, 2012 Share Posted January 17, 2012 Or maybe it's more simple. Between Berkowitz, Lampert, and Tisch you have something like 86MM shares controlled. You probably have another 1-3MM shares owned by index funds. So let's say that's 88MM shares that don't really trade freely. You have a 14MM share short interest. You have 106MM shares outstanding. So, you have something like 75-80% of the "free" float being sold short. So maybe this is just a little short squeeze driven by randomness... Short squeezes happen for a reason, this reason in particular being buyout rumors. Link to comment Share on other sites More sharing options...
mevsemt Posted January 17, 2012 Share Posted January 17, 2012 That's true, the imminent/any-day-now short squeeze is something people have talked about for something like 4 years. I would point out that the short interest has never been this high with the share count this low. In fact, over the last 12 months the short interest has only been above 12MM once, and the share count has only gone down over that time. I'm sure no one on this board would buy a stock in anticipation of a short squeeze, but it's as good a reason as any to explain a 8% jump on no news. Link to comment Share on other sites More sharing options...
BargainValueHunter Posted January 17, 2012 Share Posted January 17, 2012 http://seekingalpha.com/article/320072-sears-isn-t-going-private Even if Lampert succeeds in getting Bruce Berkowitz to back a going private transaction (or do it together), the same problems remain. Berkowitz himself has said he views this as an asset play in which the value of the assets if >$100/share. He can’t support anything less now unless he is simply being cashed out, if he retains equity or participates in it, then he can’t. Anything other than a straight cash out of large minority shareholders means that their compensation has to be factored in with future residuals. For instance, if I am buying company “A” and there are two minority shareholders and I offer them both the same $ per share but offer person “B” 10% of the company for their vote, person “C” is getting a lesser deal and legally can demand more per share. Lampert’s issue is that he a a majority shareholder seeking a buyout. That places a whole other level of scrutiny on any deal. Link to comment Share on other sites More sharing options...
Hawk4value Posted January 18, 2012 Share Posted January 18, 2012 What is the downside to an investor buying discounted Sears bonds today assuming the company does not go bankrupt, but the company goes private. Link to comment Share on other sites More sharing options...
biaggio Posted January 18, 2012 Share Posted January 18, 2012 What is the downside to an investor buying discounted Sears bonds today assuming the company does not go bankrupt, but the company goes private. the downside is the bonds you buy may be of a subsidiary of the holding company that could go bk without the holding co going bankrupt. I read an analysis that suggests that the common stock SHLD could be unharmed if they decide to put certain subs into bk. in fact a BK of a sub could be good for the holding co. this is not simple and I would not do anything unless you 100% understood where the bonds lie in the cap structure. I am not sure exactly how it works but apparently Mr Lampert has put the valuable assets (brands, realestate) into a "bankruptcy remote" subsidary (I think it is within a subdivision which provides insurance to the corporation)---so if the bonds default there may not be any hard assets to cover the default. It would be instructive to see Mr Lampert buying some of these bonds. To my knowledge I dont think he has. I am not sure how to check for this kind of purchase. Link to comment Share on other sites More sharing options...
PlanMaestro Posted January 19, 2012 Share Posted January 19, 2012 I am not sure exactly how it works but apparently Mr Lampert has put the valuable assets (brands, realestate) into a "bankruptcy remote" subsidary (I think it is within a subdivision which provides insurance to the corporation)---so if the bonds default there may not be any hard assets to cover the default. Biaggio, is there any disclosure on this? Link to comment Share on other sites More sharing options...
biaggio Posted January 19, 2012 Share Posted January 19, 2012 I am not sure exactly how it works but apparently Mr Lampert has put the valuable assets (brands, realestate) into a "bankruptcy remote" subsidary (I think it is within a subdivision which provides insurance to the corporation)---so if the bonds default there may not be any hard assets to cover the default. Biaggio, is there any disclosure on this? Have searched 10k, 10q in past-but have never had anything close to what is described in the following article in a old business week. http://www.businessweek.com/magazine/content/07_16/b4030071.htm "BusinessWeek has learned that Sears has created $1.8 billion worth of securities based on the brand names Kenmore, Craftsman, and DieHard. In essence, it has transferred ownership of the brands to another entity, which it then pays for the right to use the brands. The deal, carried off last May, was the biggest "securitization" of intellectual property in history, according to Eric Hedman, an analyst at Standard & Poor's (MHP ), which, like BusinessWeek, is a unit of The McGraw-Hill Companies. (MHP ) The story hasn't gotten out until now because the bonds haven't actually changed hands—Sears is holding them in its Bermuda-based insurance subsidiary—and because Sears has never disclosed them, nor has it had to do so. But that could change if Sears were to decide to sell them to outside investors and collect the cash." Link to comment Share on other sites More sharing options...
PlanMaestro Posted January 19, 2012 Share Posted January 19, 2012 Have searched 10k, 10q in past-but have never had anything close to what is described in the following article in a old business week. http://www.businessweek.com/magazine/content/07_16/b4030071.htm "BusinessWeek has learned that Sears has created $1.8 billion worth of securities based on the brand names Kenmore, Craftsman, and DieHard. In essence, it has transferred ownership of the brands to another entity, which it then pays for the right to use the brands. The deal, carried off last May, was the biggest "securitization" of intellectual property in history, according to Eric Hedman, an analyst at Standard & Poor's (MHP ), which, like BusinessWeek, is a unit of The McGraw-Hill Companies. (MHP ) The story hasn't gotten out until now because the bonds haven't actually changed hands—Sears is holding them in its Bermuda-based insurance subsidiary—and because Sears has never disclosed them, nor has it had to do so. But that could change if Sears were to decide to sell them to outside investors and collect the cash." But nothing on Real Estate right? Link to comment Share on other sites More sharing options...
wabuffo Posted January 19, 2012 Share Posted January 19, 2012 Biaggio, is there any disclosure on this? I think this it. From the 2005 y-e 10-K (end of Note 6): http://www.sec.gov/Archives/edgar/data/1310067/000104746906003414/a2168332z10-k.htm Inter-company Loan The Company has transferred certain domestic real estate assets to a wholly-owned consolidated subsidiary and segregated the assets into a trust owned by the consolidated subsidiary. The trust has issued mortgage-backed securities that are collateralized by these real estate assets. As of January 28, 2006, these debt securities were entirely held by a wholly-owned consolidated subsidiary of the Company and the net book value of the securitized real estate was $1.1 billion. and in the next year's 10-K, a new subsidiary appears (KCD IP, LLC) and this additional disclosure: http://www.sec.gov/Archives/edgar/data/1310067/000119312507066067/d10k.htm Wholly-owned Insurance Subsidiary and Inter-company Notes .... The Company has transferred certain domestic real estate and intellectual property (i.e. trademarks) into separate wholly-owned, bankruptcy remote subsidiaries. These bankruptcy remote subsidiaries lease the real estate property to Sears and license the use of the trademarks to Sears and Kmart. Further, the bankruptcy remote subsidiaries have issued asset-backed notes that are collateralized by the aforementioned real estate rental streams and intellectual property licensing fee streams. Cash flows received from rental streams and licensing fees streams paid by Sears, Kmart and, potentially in the future, other affiliates or third parties will be used for the payment of fees, interest and principal on the asset-backed notes issued. Since the inception of these subsidiaries, the debt securities have been entirely held by wholly-owned consolidated subsidiaries of the Company in support of the Company’s insurance activities. The net book value of the securitized intellectual property assets was approximately $1.0 billion and $0.0 billion at February 3, 2007 and January 28, 2006, respectively. The net book value of the securitized real estate assets was approximately $1.0 billion and $1.1 billion at February 3, 2007 and January 28, 2006, respectively. I believe this section has been in every 10-K since. wabuffo Link to comment Share on other sites More sharing options...
Kraven Posted January 19, 2012 Share Posted January 19, 2012 I am not sure exactly how it works but apparently Mr Lampert has put the valuable assets (brands, realestate) into a "bankruptcy remote" subsidary (I think it is within a subdivision which provides insurance to the corporation)---so if the bonds default there may not be any hard assets to cover the default. Biaggio, is there any disclosure on this? Have searched 10k, 10q in past-but have never had anything close to what is described in the following article in a old business week. http://www.businessweek.com/magazine/content/07_16/b4030071.htm "BusinessWeek has learned that Sears has created $1.8 billion worth of securities based on the brand names Kenmore, Craftsman, and DieHard. In essence, it has transferred ownership of the brands to another entity, which it then pays for the right to use the brands. The deal, carried off last May, was the biggest "securitization" of intellectual property in history, according to Eric Hedman, an analyst at Standard & Poor's (MHP ), which, like BusinessWeek, is a unit of The McGraw-Hill Companies. (MHP ) The story hasn't gotten out until now because the bonds haven't actually changed hands—Sears is holding them in its Bermuda-based insurance subsidiary—and because Sears has never disclosed them, nor has it had to do so. But that could change if Sears were to decide to sell them to outside investors and collect the cash." I am not sure this makes sense to me. A company can't simply put it's assets in a bankruptcy remote entity. They would have had to have been sold to the entity and value received in return (otherwise it wouldn't be a sale and simply a secured financing). If they were securitized, getting the securities back could theoretically provide that return, but they can't simply be placed somewhere else in the corporate structure without the original selling entity having received something in return. So somewhere there is a chain that can be followed. Link to comment Share on other sites More sharing options...
biaggio Posted January 19, 2012 Share Posted January 19, 2012 Kraven- I am not sure at all how it works-find it interesting. Reading my post again it(my post) does not make sense that someone would loan money (bonds) to an entity without good collateral. I am guessing in this case that these loans(bonds) are backed by these securities e.g. mortgage backed securities) Wabuffo- thanks for the post...I do remember reading that in 10k Link to comment Share on other sites More sharing options...
Kraven Posted January 19, 2012 Share Posted January 19, 2012 Biaggio, sorry, my point was a bit different. To the extent there is concern that Sears has somehow transferred these "valuable" assets to another entity, they (Sears) would have had to receive something in return. Otherwise, they didn't "sell" them and would still own them. There can certainly be a securitization where debt is issued and paid for by the payments from Sears to utilize the brand names. Such debt would almost certainly be backed by ownership of those brand names, but it isn't necessary that they be. I was only speaking to the fact that either Sears still owns those names (Craftsman, etc) or they got something back of theoretically equal value in return. Link to comment Share on other sites More sharing options...
mevsemt Posted January 19, 2012 Share Posted January 19, 2012 CIT is apparently working with Sears again, I wondered what prompted the reversal... Link to comment Share on other sites More sharing options...
Kraven Posted January 19, 2012 Share Posted January 19, 2012 CIT is apparently working with Sears again, I wondered what prompted the reversal... Probably some combination of money and begging, not necessarily in that order. Link to comment Share on other sites More sharing options...
dcollon Posted January 20, 2012 Share Posted January 20, 2012 Sure is interesting to watch SHLD on a day to day basis... Link to comment Share on other sites More sharing options...
Gopinath Posted January 20, 2012 Share Posted January 20, 2012 Interestingly nobody seems to mention that Sears is still in trouble(not in media/blogs).. May be just because the price has gone up substantially over a week? Very amusing to the least! Link to comment Share on other sites More sharing options...
Valuehunter7 Posted January 20, 2012 Share Posted January 20, 2012 Bought some SHLD a couple days after the latest shoe dropped. Had a lot of cash on hand perhaps just got itchy fingers. But following the discussion here, realized I hadn't done my homework and wasn't comfortable. Took the opportunity a couple days ago to exit at a profit. Funny, it doesn't feel like a profit. Being in a position I don't know cold never feels good, In retrospect that was a pure trade, and find that embarrassing given I'm trying to invest. Anyway, on to other things. Would like to make time to bore in on SHLD ... I do hate visiting their stores as opposed to Target or others so I'm perennial short on the going concern as bricks 'n mortar, but suspect Lampert will make some astute decisions along the way and could make it interesting. This has been a good thread/discussion - thanks all. Link to comment Share on other sites More sharing options...
BargainValueHunter Posted January 20, 2012 Share Posted January 20, 2012 The most interesting stock in the market is stock of an old Chicago former retail catalog business. :) http://blogs.wsj.com/marketbeat/2012/01/20/sears-say-hello-to-the-hottest-stock-in-2012/?mod=yahoo_hs The retailer’s stock has jumped another 14% today and is up a whopping 56% in 2012. It is now the best-performing company on a year-to-date basis in the entire S&P 500, taking the reigns previously held by Netflix. Trying to explain or reason the stock’s recent move has been tricky to say the least. Our esteemed Deal Journal colleague Shira Ovide earlier this week wrote “no one one knows anything about Sears.” She cautioned against trying to find any logic in the company’s day-to-day stock action. Link to comment Share on other sites More sharing options...
Matson125 Posted February 22, 2012 Share Posted February 22, 2012 Sears Holdings to Hold Fiscal 2011 Fourth Quarter and full Year Earnings Analyst and Investor Conference Call and Audio Webcast http://finance.yahoo.com/news/Sears-Holdings-Hold-Fiscal-prnews-141953522.html?x=0 Link to comment Share on other sites More sharing options...
Buckeye Posted February 23, 2012 Share Posted February 23, 2012 Interesting devlopments: Sears Holdings to Separate Sears Hometown and Outlets Businesses and Certain Hardware Stores http://finance.yahoo.com/news/Sears-Holdings-Separate-Sears-prnews-1141358803.html?x=0 Sears Holdings Reaches $270 Million Deal for Sale of Eleven Sears Stores to General Growth Properties http://finance.yahoo.com/news/Sears-Holdings-Reaches-270-prnews-1646760299.html?x=0 Now, if they just had a capital allocator ;) Link to comment Share on other sites More sharing options...
mevsemt Posted February 23, 2012 Share Posted February 23, 2012 It's about time! http://mevsemt.blogspot.com/2012/02/cause-loser-now-will-be-later-to-win.html Link to comment Share on other sites More sharing options...
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