Sears Holdings seeks M-III Advisory Partners’ help to execute plan

By Caroline Salls

Pittsburgh, Jan. 8 – Sears Holdings Corp. asked the U.S. Bankruptcy Court for the Southern District of New York to enter an order that would aid execution of its second amended Chapter 11 plan, according to a motion filed Wednesday.

Specifically, the company is seeking court approval for M-III Advisory Partners, LP personnel to take actions on behalf of all the Sears debtors and their non-debtor subsidiaries necessary to implement the provisions of the plan and Sears’ asset purchase agreement.

Following the closing of its asset sale, Sears said substantially all of its employees, including the existing directors of the debtors other than Sears Holdings, and substantially all officers became employees of buyer Transform Holdco, LLC.

The company said in the motion that Transform’s employees have resigned from their positions as officers and directors of non-debtors KCD IP, LLC and Sears Reinsurance Co. Ltd. In October, Transform informed the Sears debtors that those employees who serve as directors of the holding company’s other subsidiaries intend to resign from their respective positions.

Sears said it still has several outstanding obligations under the asset purchase agreement and the plan, including filing certificates of dissolution in each state where each debtor is incorporated and transferring assets to a liquidating trust on the plan effective date.

Also under the purchase agreement, Sears must change the name of all debtors who use the Sears trademark and must transfer some foreign assets to the buyer.

As a result, Sears said when Transform’s employees resign as directors of the debtor entities, those entities “will clearly require authorized signatories to effectuate these actions and comply with their obligations under the plan and APA.”

Since it has no remaining employees, and that M-III personnel is familiar with the debtors’ businesses and operations, Sears said it would be most efficient for M-III personnel to be able to take action on behalf of the debtor and non-debtor entities going forward.

A hearing is scheduled for Jan. 17.

Sears is a retailer based in Hoffman Estates, Ill. The company filed bankruptcy on Oct. 15, 2018 under Chapter 11 case number 18-23538.

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