Sears Canada Inc. (NASDAQ:SRSC) filed for bankruptcy on June 22 in Canada under the Companies' Creditors Arrangement Act (CCAA). While this has only a minor direct impact on Sears Holdings Corp. (NASDAQ:SHLD), the indirect impact is significant. If Eddie Lampert is willing to throw in the towel on his equity investment in SRSC, it could indicate that he is not willing to pour more of his cash into propping up SHLD. In addition, vendors who were already nervous about dealing with Sears may stop shipping goods for the critical Back to School and Fall shopping season. In my opinion, SRSC's bankruptcy filing is just a dress rehearsal for a Chapter 11 filing by SHLD in July.
Canadian Bankruptcy Laws
Sears Canada filed under the CCAA instead of the Bankruptcy and Insolvency Act (BIA), which would have resulted in complete liquidation. There are two critical points in the CCAA that differ from Chapter 11 bankruptcy in the U.S. A monitor, in this case FTI Consulting, is appointed by the court, who has oversight authority but does not control day-to-day operations. The first critical point is that the monitor has supervision over the sale of assets, and not Eddie Lampert. The second point is that the monitor is required to report to the Superintendent of Bankruptcy when they feel creditors would be better off if the case was switched to BIA, which would mean total liquidation.
A June 22 Pre-Filing Report prepared by FTI Consulting contains a large amount of useful information. According to the report, SRSC had cash outflows of C$30-100 million per month over the last 5 months, and in May was burning C$20 million a week. The company only had C$139 million on June 19. Without new sources for cash, it was forced to file.
Its current plan entails: closing 59 stores and laying off 2,900 employees; getting a C$300 million DIP revolving loan at LIBOR+4.5% and a $150 USD equivalent term loan at LIBOR+11% which mature on December 20, 2017; trying to get the authority to suspend certain pension and retiree benefit payments; creating a C$9.2 million key employee retention plan.
A key item mentioned in the report was that the company would try to get "interest in a range of potential transactions involving all or part of the assets or businesses of Sears Canada Group". It is critical to remember that this will be done "under the supervision of the monitor", and not by Lampert.
Below are the cash flow and operational projections until September 16. According to FTI Consulting's forecast, SRSC will only have a negative C$25.7 million operating cash outflow during the 13-week period. It is only closing 59 stores, and it would seem unrealistic to expect that the current burn rate of cash would improve so significantly.
Cash Flow Forecast Until September 16, 2017
13-Week Operating Forecast
Impact on Sears Holdings Corp.
To many SHLD shareholders this information about SRSC may be interesting, but they feel it has little impact on SHLD because SHLD only owns 12% of SRSC and a loss of a few million dollars will not kill SHLD. Correct, but the indirect impact will most likely have a very significant negative impact on SHLD shareholders.
Prior to the filing, SRSC was able to arrange for about C$109 million in financing, but it needed C$175 million. Lampert did not step up and loan the company the other C$68 million. Does this indicate he will no longer be ready to step up and loan SHLD when other financing sources are not? Lampert also owns about 45% of SRSC, and there is a very real possibility that he will get no recovery.
Unlike Chapter 11 bankruptcy in the U.S., where the company/management still has almost complete control of the bankrupt company, in Canada the monitor has a major voice in the bankruptcy process. One can only speculate to conclude that Lampert has finally decided an in-court process is the better way to deal with operations that burn cash, especially since in Chapter 11 he is able wipe out unsecured creditors, shareholders, and certain pension liabilities, while using his and Bruce Berkowitz's secured debt as means to own a large portion of a "new" Sears Holdings.
Some investors are taking the opposite opinion on the SRSC filing. They assert that not proposing to liquidate, but instead to continue operating and selling just some stores, demonstrates Lampert's willingness to pursue his turnaround plans. This could explain the pop in SHLD shares on the day SRSC filed. The reality is that the above extremely low cash burn projections are unrealistic. The company was burning C$20 million per week, but now, all of sudden, this is forecast to improve. This is just another example of Lampert's unrealistic retail expectations. FTI Consulting, as monitor, decides if the operations continue or if the company liquidates going forward, and not Lampert. FTI was retained by Sears Canada last November as consultant, and its reputation as Licensed Insolvency Trustee now as appointed court monitor would dictate its need to be prudent in supervising the cash flow, and it would be quick to inform the Superintendent of Bankruptcy that a liquidation of assets is necessary to protect creditors instead of continuing to operate.
Vendors are the Achilles' Heel for SHLD. The SRSC bankruptcy filing tore this tendon. There is a very real possibility that vendors will now be even less likely to deal with SHLD after SRSC filed for protection. I would assume that many vendors supply both companies, and now they are not getting paid for goods they delivered to SRSC that were not paid for prior to June 22, because the CCAA prohibits the payment for any goods or services provided before the filing date. The unpaid vendors now need to file a claim and may get less than the full amount. Those goods delivered after the bankruptcy filing will, however, be paid (This is the same as under Chapter 11 in the U.S.)
Why would vendors deliver goods now and risk getting only partial payment under the Chapter 11 claims procedure? Why not wait until after SHLD files for Chapter 11 and get paid the full amount as a priority claim under Chapter 11. After SHLD files for Chapter 11, many vendors will be eager to do business with the company again because they know they will be paid in full.
Other Recent News
Sears is closing 20 more stores. Some view this as a positive move to reduce negative cash flow. Others view it as a negative because there are fewer stores trying to support the same amount of debt. Barron's posted an article with an interesting title: "Fraudulent Conveyance Rules May Pave Way for Sears Bankruptcy in July". An article I wrote about Sears in April had the same idea.
Conclusion
Eddie Lampert's unwillingness to lend SRSC cash as the "lender of last resort" and the bankruptcy filing of SRSC could signal that he finally realizes SHLD also needs court protection to stop the cash bleeding. At least in the U.S. under Chapter 11, he does not have to cede power to a court-appointed monitor, which will mostly likely not be easy for his ego to accept. While the current plan is for the Canadian operations to continue with a modest reduction in number of stores, continued cash flow issues could force SRSC into a formal liquidation.
Sears's real problem in the near future is vendors, and this filing has made that problem acute. The reality is that the best way to deal with these issues is to file for Chapter 11 bankruptcy in early July, so that vendors will deliver the needed Back to School and Fall merchandise. I still expect to see a Chapter 11 filing, and therefore, rate all SHLD securities a Sell.
Disclosure: I am/we are short SHLD.
I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.
Additional disclosure: I am naked SHLD call options.
Editor's Note: This article covers one or more stocks trading at less than $1 per share and/or with less than a $100 million market cap. Please be aware of the risks associated with these stocks.
Here is the original post:
How Sears Canada's Bankruptcy Impacts Sears Holdings Corp ... - Seeking Alpha
- Boy Scouts' bankruptcy judge approves nearly $250 million in fees - Reuters - October 22nd, 2023 [October 22nd, 2023]
- What CARD's Clean Slate Post-Bankruptcy Could Mean For Autism ... - Behavioral Health Business - October 22nd, 2023 [October 22nd, 2023]
- 8 Senators Ask U.S. Treasury to Consider 'Going Concern' Bid to ... - International Brotherhood of Teamsters - October 22nd, 2023 [October 22nd, 2023]
- A Burger King franchisee gets sold out of bankruptcy, and a big buyer is Burger King - Restaurant Business Online - September 28th, 2023 [September 28th, 2023]
- Furniture-maker Noble House falls into bankruptcy, owes overseas ... - Retail Dive - September 28th, 2023 [September 28th, 2023]
- How to Get Your Own "Free" Private Investigator in Bankruptcy - Ward and Smith, PA - September 28th, 2023 [September 28th, 2023]
- Large Corporate Bankruptcy Filings Surged in First Half of 2023 ... - ABL Advisor - September 28th, 2023 [September 28th, 2023]
- MV Realty Files For Chapter 11 Bankruptcy - The Real Deal - September 28th, 2023 [September 28th, 2023]
- Vesttoo case: Time to "stop litigating and start cooperating" says ... - Artemis.bm - September 28th, 2023 [September 28th, 2023]
- BlockFi Bankruptcy Plan Receives Approval - Watcher Guru - September 28th, 2023 [September 28th, 2023]
- From Bank To Bankruptcy: How This Crypto Scam Toppled A US ... - Bitcoinist - September 28th, 2023 [September 28th, 2023]
- Mainstream Media Objects to Further Customer Data Redactions in ... - Cryptonews - September 28th, 2023 [September 28th, 2023]
- CARD's Founding CEO Returns to the Helm: What's Next for the ... - Behavioral Health Business - September 28th, 2023 [September 28th, 2023]
- "Calvin Klein was once on the verge of bankruptcy": BTS' Jungkook's ... - Sportskeeda - September 28th, 2023 [September 28th, 2023]
- Lerner Family Fight: Father's Actions led to Bankruptcy, son Says - The Real Deal - September 28th, 2023 [September 28th, 2023]
- Mercy Foundation asks court to clarify its role in bankruptcy - The Gazette - September 28th, 2023 [September 28th, 2023]
- Celsius bankruptcy auction nears end, with Fahrenheit in the lead - Reuters - May 18th, 2023 [May 18th, 2023]
- Surge in corporate bankruptcies just the start for debt-loaded firms - Business Insider - May 18th, 2023 [May 18th, 2023]
- 7 Companies Declare Bankruptcy Over Weekend in 15-Year Record - PYMNTS.com - May 18th, 2023 [May 18th, 2023]
- Credit Crunch Fuels 48-Hour Bankruptcy Rush With Seven Filings - Yahoo Finance - May 18th, 2023 [May 18th, 2023]
- Private equity-backed Envision Healthcare files for bankruptcy - Financial Times - May 18th, 2023 [May 18th, 2023]
- Drobo, having stopped sales and support, reportedly files Chapter 7 bankruptcy - Ars Technica - May 18th, 2023 [May 18th, 2023]
- Roxby Bankruptcy Cases Dismissed, Foreclosure Action Expected ... - Wheeling Intelligencer - May 18th, 2023 [May 18th, 2023]
- Voyager bankruptcy plan approved, customers may recover 35.7% of claims initially - Cointelegraph - May 18th, 2023 [May 18th, 2023]
- Bed Bath and Beyond's bankruptcy could help TJ Maxx owner TJX - Yahoo Finance - May 18th, 2023 [May 18th, 2023]
- IronNet: Near-Term Bankruptcy Filing Might Be In The Cards - Sell ... - Seeking Alpha - May 18th, 2023 [May 18th, 2023]
- Filing For Bankruptcy Protection Due To PFAS Litigation Costs - The National Law Review - May 18th, 2023 [May 18th, 2023]
- Full list of retailers that have filed for bankruptcy as shoppers go online to find deals... - The US Sun - May 18th, 2023 [May 18th, 2023]
- Quadriga CX Bankruptcy Claimants to Get 13% on the Dollar - CoinDesk - May 18th, 2023 [May 18th, 2023]
- Sorrento Therapeutics, Inc.'s Bankruptcy Court Orders Brokerage Firms to Credit Dividended Scilex Stock to Customers' Accounts and Sorrento Advises... - May 18th, 2023 [May 18th, 2023]
- Failing ventures and Twitter hiatus spark Tai Lopez bankruptcy ... - Protos - May 18th, 2023 [May 18th, 2023]
- Facing bankruptcy, Highland Park settles lawsuit over seized ... - WXYZ 7 Action News Detroit - May 18th, 2023 [May 18th, 2023]
- Judge in archdiocese bankruptcy case recuses himself over donations scandal - The Guardian US - April 30th, 2023 [April 30th, 2023]
- Revlon Taps New Directors as Lenders Take Control in Bankruptcy - The Wall Street Journal - April 30th, 2023 [April 30th, 2023]
- Opinion: Highland Park shouldn't declare bankruptcy over water debt - Detroit Free Press - April 30th, 2023 [April 30th, 2023]
- In Kolkata, India's new bankruptcy law is put to the test - Financial Times - April 30th, 2023 [April 30th, 2023]
- Judge in Catholic bankruptcy recuses over church donations - The Associated Press - April 30th, 2023 [April 30th, 2023]
- Judge in New Orleans Roman Catholic bankruptcy recuses himself over church donations - PBS NewsHour - April 30th, 2023 [April 30th, 2023]
- Four companies indirectly owned by Berkshire Hathaway file for bankruptcy (NYSE:BRK.B) - Seeking Alpha - April 30th, 2023 [April 30th, 2023]
- Pfizer Buys Lucira Health for $36.4M Through Bankruptcy Auction - GenomeWeb - April 30th, 2023 [April 30th, 2023]
- Bed Bath & Beyond shares drop after it files for bankruptcy protection - Detroit Free Press - April 30th, 2023 [April 30th, 2023]
- Bankruptcy Battle Breaks Out Over Greenwich Village Dev Site - The Real Deal - April 30th, 2023 [April 30th, 2023]
- US companies in distress turn to debt exchanges to dodge bankruptcy - Financial Times - April 30th, 2023 [April 30th, 2023]
- National retailer sold out of bankruptcy, will close remaining South ... - columbiabusinessreport.com - April 30th, 2023 [April 30th, 2023]
- Companies facing bankruptcy do this: Internet irate after Elon Musk led-Twitter reportedly slashed parental leaves - Business Today - April 30th, 2023 [April 30th, 2023]
- Tim Ziss Files For Bankruptcy To Extend Contract For Midtown Office - The Real Deal - April 30th, 2023 [April 30th, 2023]
- Future at Conway plant unclear after bankruptcy - Arkansas Online - April 30th, 2023 [April 30th, 2023]
- J&J Uses Cajoling, $9 Billion Offer to Sell New Talc Bankruptcy - Bloomberg Law - April 30th, 2023 [April 30th, 2023]
- Donald Trump and 5 Other Famous People Who Filed for Bankruptcy and What Happened Next - Yahoo Finance - April 30th, 2023 [April 30th, 2023]
- Beloved retailer and Michaels rival to close nine more stores amid bankruptcy fears see the full list of... - The US Sun - April 30th, 2023 [April 30th, 2023]
- Process - Bankruptcy Basics | United States Courts - March 31st, 2023 [March 31st, 2023]
- 10 years after bankruptcy scare, village is paying $2.5M in cash for new Village Hall - MLive.com - March 31st, 2023 [March 31st, 2023]
- Bankruptcy: What You Need to Know - NerdWallet - February 7th, 2023 [February 7th, 2023]
- DCG Creditor Pact Revealed With Plan to Sell Genesis Trading Unit as Part of Bankruptcy - CoinDesk - February 7th, 2023 [February 7th, 2023]
- Staring Down Bankruptcy, Bed Bath & Beyond Says It Will Sell Stock - The New York Times - February 7th, 2023 [February 7th, 2023]
- Pet store with several Mass. locations files for bankruptcy, will cease operations at end of month - Boston 25 News - February 7th, 2023 [February 7th, 2023]
- What Is Bankruptcy? Forbes Advisor - January 19th, 2023 [January 19th, 2023]
- Filing for Bankruptcy: What to Know | Consumer Advice - January 19th, 2023 [January 19th, 2023]
- Bankruptcy | California Courts | Self Help Guide - January 19th, 2023 [January 19th, 2023]
- Bed Bath & Beyond could file for bankruptcy 'as early as this weekend': Macco CEO - Yahoo Finance - January 6th, 2023 [January 6th, 2023]
- Bankruptcy Basics Glossary | United States Courts - October 23rd, 2022 [October 23rd, 2022]
- Cash crunch caused Thrifty Propane to file for bankruptcy: statement - WJW FOX 8 News Cleveland - October 19th, 2022 [October 19th, 2022]
- Chinese Steel Manufacturers On The Brink Of Bankruptcy - OilPrice.com - October 19th, 2022 [October 19th, 2022]
- Pennsylvania Bankruptcy Court Finds That Consent and Release Do Not Protect Against Wrongful Foreclosure Claim - JD Supra - October 19th, 2022 [October 19th, 2022]
- Congressional Candidate Critical of Loan Forgiveness Sought to Have Student Debt Cleared Via Bankruptcy - NBC4 Washington - October 19th, 2022 [October 19th, 2022]
- Bloomberg Tax Introduces New Portfolio Addressing Employee Benefits and Bankruptcy - PR Newswire - October 19th, 2022 [October 19th, 2022]
- Alex Jones claims bankruptcy: How will Sandy Hook families get paid? - Grid - October 19th, 2022 [October 19th, 2022]
- Bankruptcy - Michigan - October 17th, 2022 [October 17th, 2022]
- PFC to take RattanIndia plant to bankruptcy court this year | Mint - Mint - October 17th, 2022 [October 17th, 2022]
- Significant Fee increases for Bankruptcy and Winding-Up Petitions on the way - Lexology - October 17th, 2022 [October 17th, 2022]
- US Bankruptcy Court NJ - Live Database - October 15th, 2022 [October 15th, 2022]
- It Is Time To Change Bankruptcy Forum Laws - Patent - United States - Mondaq - October 13th, 2022 [October 13th, 2022]
- Judge in Archdiocese of Santa Fe bankruptcy sets proposed timeline to pay abuse victims - Yahoo News - October 13th, 2022 [October 13th, 2022]
- CMS Protests QHC Bankruptcy Plan Will Not Cover $1M Owed to Agency - Skilled Nursing News - October 13th, 2022 [October 13th, 2022]
- As Jury Deliberates In CT, Alex Jones And His Lawyers Are Setting Fire To Each Other In TX Bankruptcy Court - Above the Law - October 13th, 2022 [October 13th, 2022]
- Student loans are notoriously difficult to discharge in bankruptcy. A new bill could change that - Fortune - October 13th, 2022 [October 13th, 2022]
- Pioneering computer science alumnus battles bankruptcy and more on road to graduation - Oklahoma State University - October 13th, 2022 [October 13th, 2022]
- J&J Talc Bankruptcy 'Bad Faith' Claims Go Before Third Circuit - Bloomberg Law - September 20th, 2022 [September 20th, 2022]
- New amendments to bankruptcy code can maximise recovery of stressed assets - DNA India - September 20th, 2022 [September 20th, 2022]
- Judge reports threats, harassment over J&J talc bankruptcy - Reuters - September 17th, 2022 [September 17th, 2022]