Sears Holdings is seeking court approval of a “stalking horse” asset purchase agreement with Service.com to acquire the Sears Home Improvement business (SHIP) in a sale process under Section 363 of the U.S. Bankruptcy Code.
“The sale of SHIP is an important step for Sears Holdings as we continue working to achieve a comprehensive restructuring,” said Robert A. Riecker, chief financial officer and member of the Office of the Chief Executive. “We look forward to completing this process expeditiously so that we can maximize the value of SHIP and ensure a seamless transition for all of our stakeholders.”
“Service.com is excited about the possibility of combining with SHIP,” said Sandy Kronenberg, CEO of Service.com. “This would not have been feasible without the support of Peter Karmanos’ MadDog Ventures.”
The transaction was approved by the company’s Restructuring Committee, which consists solely of independent directors. Under the agreement, which is subject to higher or better offers, Service.com intends to purchase SHIP for approximately $60 million in cash. Sears intends to implement bid procedures to allow other qualified bidders the opportunity to submit competing bids through a court-supervised sale process.
The auction process and final agreement will be subject to court approval, along with customary closing conditions and regulatory approvals. Closing on the sale is anticipated for early January 2019.
Weil, Gotshal & Manges is serving as legal counsel, M-III Partners as restructuring advisor and Lazard Frères & Co. as investment banker to Sears.
Sidley Austin is serving as legal counsel and FINNEA Group as financial advisor to Service.com.