It risks running out of money just before the holiday selling season.
It took less than a month. Sears Holdings disclosed on Monday in an 8-K filing with the SEC that it drew down the remaining portion, $60 million, of its $200 million credit facility that it had obtained on October 4.
Sears has been bleeding cash. In the last quarter, it lost $251 million. In fiscal 2016, it lost $2.2 billion. In fiscal 2015, it lost $1.3 billion. Over the past six years, it lost $11 billion. Its sales have recently been plunging at a rate of nearly 25% year-over-year. It’s on track to close nearly 300 stores this year, on top of the hundreds of stores it already closed in prior years. Suppliers are very nervous. And key relationships, such as the one between Sears and Whirlpool, have fractured.
Now the holiday selling season is coming up, and this requires loads of cash well in advance, especially with trade credit getting tighter because suppliers don’t want to be hung out to dry. Advertising and promotions are costly. If the money runs out before the absolutely crucial holiday selling season, it’s over for shareholders, and creditors will take control.
So Sears Holdings obtained a $200 million credit facility on October 4 through the expansion of an existing credit facility, and drew $100 million right away. On October 18, Sears drew an additional $40 million. On October 25, Sears drew the remaining $60 million, according to the filing.
Also on October 25, the loan terms were further amended “to add a cross-default provision and make certain other changes,” the filing said.
The administrative agent for the loan is JPP II, LLC, which is controlled by ESL Investments, which is the hedge fund of Sears Holdings CEO Eddie Lampert. ESL is the lender. Lampert is on both sides of the deal, representing Sears Holdings stockholders on one side and his own hedge fund on the other.
The $200 million loan has an annual interest rate of 11%. But more important are the real-estate aspects of the loan agreement:
All of the loans under the Second Amended and Restated Loan Agreement are guaranteed by the Company and secured by a first lien on 76 real properties. The $200 million loan is also secured by a second lien on 16 real properties owned by the Borrowers.”
This loan may be the final step with which Lampert and his hedge fund are positioning themselves to cement their control, when the default comes, over the real estate that isn’t already in the clutches of the creditors or hadn’t been transferred to Seritage, which was spun off via a rights offering from Sears Holdings in July 2015. Lampert is chairman of Seritage. Aggrieved investors that had sued Lampert and Sears Holdings claimed that Seritage is also controlled by Lampert. Earlier this year, Sears Holdings and Lampert agreed to settle the suit for $40 million.
But $60 million is a smallish amount – peanuts, really – compared to how much cash Sears burns through in a month, given that it lost $251 million in the quarter and $2.2 billion last year as sales are plunging at an annual rate of nearly 25%. The $100 million borrowed on October 4 and the $40 million borrowed on October 18 are already gone. The $60 million borrowed on October 25 are not going to last long either at the rate at which Sears is burning cash.
And the fate of the formerly iconic retailer, once the largest in America, is now boiling down to the basic question whether it will make it through the holiday selling season and collapse shortly afterwards, or whether, like Toys ‘R’ Us, it won’t even make it that far.
Two weeks ago, the fourth director in 10 months quit Sears’ board. Read… Why Did Sears Holdings’ Largest Outside Shareholder Suddenly Jump Overboard?