By Jessica DiNapoli, Mike Spector and Aishwarya Venugopal
(Reuters) - Sears Holdings Corp (PK:SHLDQ) Chairman Eddie Lampert confirmed on Thursday he has made a new takeover bid of more than $5 billion for the company, an offer that may significantly increase the likelihood the U.S. department store will be able to stay in business.
Lampert's revised offer, whose details were first reported by Reuters on Wednesday, will be assessed by Sears during a Jan. 14 bankruptcy auction. The company will consider whether the bid offers more value to creditors than a liquidation.
"We believe our proposal will provide substantially more value to stakeholders than any other option, in particular a liquidation," a spokesperson for Lampert's hedge fund, ESL Investments Inc, said in a prepared statement.
"(The proposal) is the best path forward for Sears, its associates and the many communities across the United States touched by Sears and Kmart stores," the statement added. Sears also operates the Kmart discount chain.
Lampert's previous bid, which fell short of Sears' expectations, was valued at $4.4 billion. His new bid, made through an affiliate of ESL and disclosed in a regulatory filing on Thursday, assumes more than $600 million in additional liabilities, including taxes, vendor bills and other expenses Sears has incurred since filing for bankruptcy protection last October. That is on top of about $1.1 billion in liabilities Lampert, Sears' biggest shareholder and creditor, previously agreed to assume.
"He has increased his bid substantially, but it's hard to know how much more cash is in the mix," said Todd Feinsmith, co-chairman of law firm Pepper Hamilton LLP's bankruptcy practice. "I think it indicates he's very serious."
Determining if Lampert will prevail in buying the company without seeing any other bids that may come in for Sears, Feinsmith added, is hard to do. At the auction on Jan. 14, his offer will be compared with how much Sears would bring if sold off in pieces.
A group of Sears creditors, including some landlords and vendors, has been calling for the chain to shut its doors for good, saying they will recover more money in that scenario. They also say that suing Lampert over past deals he has done with the company will help boost how much they recoup.
Lampert has maintained that those previous transactions were proper. As part of his new bid, he has asked to be freed from having to face lawsuits over his past deals with Sears. For that right, a so-called "legal release," Lampert is offering $35 million in cash, according to the regulatory filing.
Those creditors have also opposed Lampert's proposal to forgive the $1.3 billion of Sears debt he holds and use it as currency for his offer, a bankruptcy move called a "credit bid." Sears this week allowed his bid to move forward without U.S. bankruptcy judge in its case, Robert Drain, addressing whether the move is valid, but the judge will ultimately have to weigh in.
SAVING JOBS
Lampert's bid would preserve up to 50,000 jobs. Sears employed about 68,000 people when it filed for bankruptcy in October. As part of his previous bid, Lampert planned to acquire 425 stores that are still open.
The new offer takes on roughly $166 million in payment obligations to vendors and $43 million in additional severance costs. The hedge fund will also assume $135 million in tax bills for properties that Lampert hopes to acquire as part of his bid.
To finance the new offer, ESL has received debt commitment letters from lenders for a new asset-backed loan.
ESL and hedge fund Cyrus Capital Partners LP, which was a creditor of Sears before its bankruptcy, will also provide debt financing, including a new real estate loan, according to the filing.
Sears had set a Jan. 9 deadline for Lampert to submit a new offer for the retailer and a $120 million deposit. The chain had decided to ask Drain to pursue liquidation on the morning of Jan. 8, before giving Lampert more time to improve his offer.
(This story adds dropped words in the last paragraph)