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This is just a clever way to go short SHLD – so nothing new there.

 

The Institutional investors roster for 12/31 had some interesting new developments:

 

- Fine trimmed their position by nearly 30%

 

Fine did decrease her position but she replaced a large portion of the common stock she sold with warrants.  3,116,000 common shares in Q3 ’14 compared to 2,217,000 common and 669,000 warrants (2,886,000 total) in Q4 ’14.  Decline of 7.4%.

 

I wonder why you'd want to switch cheap equity for very expensive warrants – if you're a value investor anyway.

 

Remember what the warrants and notes are trading at now were not what they were trading at in Q4.

 

If you were bullish on SHLD, subscribing for the rights offering was, in my opinion, an absolute no brainer. For small holders of SHLD (under $2MM), it was an absolute no brainer to switch from SHLD to the notes/warrant combo -- you were paying $38 for a combo debt/equity position that paid a 6% yield,  had more downside protection, and the same upside vs $37+ for common shares. For large shareholders, the one negative of switching at the time is that the new instruments they were buying into were going to be much less liquid.

 

The warrants are not liquid enough for them to sell.  For smaller shareholders you can get out by selling a few hundred shares a day a month. If you own as many warrants as they do it would take years to sell their position 500 shares a day.

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This is just a clever way to go short SHLD – so nothing new there.

 

The Institutional investors roster for 12/31 had some interesting new developments:

 

- Fine trimmed their position by nearly 30%

 

Fine did decrease her position but she replaced a large portion of the common stock she sold with warrants.  3,116,000 common shares in Q3 ’14 compared to 2,217,000 common and 669,000 warrants (2,886,000 total) in Q4 ’14.  Decline of 7.4%.

 

I wonder why you'd want to switch cheap equity for very expensive warrants – if you're a value investor anyway.

 

Remember what the warrants and notes are trading at now were not what they were trading at in Q4.

 

If you were bullish on SHLD, subscribing for the rights offering was, in my opinion, an absolute no brainer. For small holders of SHLD (under $2MM), it was an absolute no brainer to switch from SHLD to the notes/warrant combo -- you were paying $38 for a combo debt/equity position that paid a 6% yield,  had more downside protection, and the same upside vs $37+ for common shares. For large shareholders, the one negative of switching at the time is that the new instruments they were buying into were going to be much less liquid.

 

Yes, I know. Immediately after the rights offering I only owned the warrants. But you're right, I don't know what price Fine paid for the warrants.

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This is just a clever way to go short SHLD – so nothing new there.

 

The Institutional investors roster for 12/31 had some interesting new developments:

 

- Fine trimmed their position by nearly 30%

 

Fine did decrease her position but she replaced a large portion of the common stock she sold with warrants.  3,116,000 common shares in Q3 ’14 compared to 2,217,000 common and 669,000 warrants (2,886,000 total) in Q4 ’14.  Decline of 7.4%.

 

I wonder why you'd want to switch cheap equity for very expensive warrants – if you're a value investor anyway.

 

Remember what the warrants and notes are trading at now were not what they were trading at in Q4.

 

If you were bullish on SHLD, subscribing for the rights offering was, in my opinion, an absolute no brainer. For small holders of SHLD (under $2MM), it was an absolute no brainer to switch from SHLD to the notes/warrant combo -- you were paying $38 for a combo debt/equity position that paid a 6% yield,  had more downside protection, and the same upside vs $37+ for common shares. For large shareholders, the one negative of switching at the time is that the new instruments they were buying into were going to be much less liquid.

 

Yes, I know. Immediately after the rights offering I only owned the warrants. But you're right, I don't know what price Fine paid for the warrants.

 

Looks like they might have bought a few -- but looks like they likely subscribed for most of them -- assuming they still had 3 million shares + before the distribution of the rights.

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SHLD published Q4 numbers:

http://searsholdings.mediaroom.com/index.php?s=16310&item=137352

 

2bn REIT (200-300 properties) is going to come in May/June through a rights offering. Extended the bridge loan: Half of it will be paid back in March 2 (releasing equivalent collateral), the other half in June 1.

 

SSS look awful but adjusted EBITDA turned positive and Eddie gives a positive outlook for it. Though, the wording isn't completely clear to me ("Adjusted for the results of the Lands' End business which were included in our results of operations prior to the separation."). I don't really understand whether they adjusted for LE in the way that they included it to make it comparable to the year before (which I'd find a bit dishonest and not helpful) or excluded it – I assume it's the latter and this would be quite good news, I guess.

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SHLD published Q4 numbers:

http://searsholdings.mediaroom.com/index.php?s=16310&item=137352

 

2bn REIT (200-300 properties) is going to come in May/June through a rights offering. Extended the bridge loan: Half of it will be paid back in March 2 (releasing equivalent collateral), the other half in June 1.

 

SSS look awful but adjusted EBITDA turned positive and Eddie gives a positive outlook for it. Though, the wording isn't completely clear to me ("Adjusted for the results of the Lands' End business which were included in our results of operations prior to the separation."). I don't really understand whether they adjusted for LE in the way that they included it to make it comparable to the year before (which I'd find a bit dishonest and not helpful) or excluded it – I assume it's the latter and this would be quite good news, I guess.

 

They excluded it in both cases (the latter), which is the honest way to do it.  It's a very big improvement in EBITDA year over year. 

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SHLD published Q4 numbers:

http://searsholdings.mediaroom.com/index.php?s=16310&item=137352

 

2bn REIT (200-300 properties) is going to come in May/June through a rights offering. Extended the bridge loan: Half of it will be paid back in March 2 (releasing equivalent collateral), the other half in June 1.

 

SSS look awful but adjusted EBITDA turned positive and Eddie gives a positive outlook for it. Though, the wording isn't completely clear to me ("Adjusted for the results of the Lands' End business which were included in our results of operations prior to the separation."). I don't really understand whether they adjusted for LE in the way that they included it to make it comparable to the year before (which I'd find a bit dishonest and not helpful) or excluded it – I assume it's the latter and this would be quite good news, I guess.

 

They excluded it in both cases (the latter), which is the honest way to do it.  It's a very big improvement in EBITDA year over year.

 

Thx, that's great.

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Mr Market amusing again – I'd bet the consensus is focussing on the SSS and was speculating that they'd shoot upwards…

 

Take a look at p. 7 of the presentation and tell me what you think, guys:

http://searsholdings.com/invest/docs/q4_2014_earnings_deck.pdf

 

Though he pre-recorded the call and read his slides (as always) I got the impression that Eddie was very relaxed on the call.

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Guest notorious546

Mr Market amusing again – I'd bet the consensus is focussing on the SSS and was speculating that they'd shoot upwards…

 

Take a look at p. 7 of the presentation and tell me what you think, guys:

http://searsholdings.com/invest/docs/q4_2014_earnings_deck.pdf

 

Though he pre-recorded the call and read his slides (as always) I got the impression that Eddie was very relaxed on the call.

 

they lost money in 2014 but the back half of 2014 was profitable and the trend looks good for 2015. I don't know much about shld but it seems like the amount of real estate they are spinning into the REIT seems low. any else?

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So I'm just musing about this REIT offering and the thesis:

 

1. The REIT will get stores that will remain stores, so the value of the RE will be highlighted to the extend that these stores continue to remain reasonably profitable and thus continue to pay rent. At the same time, the assets come of SHC's books and get converted to cash. As an existing shareholder I have to pony up that cash to partake (possibly with some discount in the rights offering).

 

2. SHC keeps other properties and these are likely the ones that have most development potential. This is conjecture, clearly, but it would make sense in the context of them offloading the stores that will continue to operate as normal stores for some time to come.

 

So if I am interested in the RE value from redevelopment I should hold onto my cash and keep it invested in SHLD. If I want to participate in the yield from operating stores, I should participate in the REIT rights offering.

 

Any views on which position will be better long term choice? Of course Eddie may end up participating fully, indicating (perception considerations that may lead him to do so aside) that he feels just putting the assets into a REIT will, over time, highlight their value in the market and make them worth more than what is being paid in the REIT. However, given that this is a sale to a new entity I would think some form of FV has to be paid for them in that transaction already, which would mean one shouldn't expect the REIT to appreciate strongly post offering ...?

 

Thoughts?

 

Thank you - C.

 

Mr Market amusing again – I'd bet the consensus is focussing on the SSS and was speculating that they'd shoot upwards…

 

Take a look at p. 7 of the presentation and tell me what you think, guys:

http://searsholdings.com/invest/docs/q4_2014_earnings_deck.pdf

 

Though he pre-recorded the call and read his slides (as always) I got the impression that Eddie was very relaxed on the call.

 

they lost money in 2014 but the back half of 2014 was profitable and the trend looks good for 2015. I don't know much about shld but it seems like the amount of real estate they are spinning into the REIT seems low. any else?

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So I'm just musing about this REIT offering and the thesis:

 

1. The REIT will get stores that will remain stores, so the value of the RE will be highlighted to the extend that these stores continue to remain reasonably profitable and thus continue to pay rent. At the same time, the assets come of SHC's books and get converted to cash. As an existing shareholder I have to pony up that cash to partake (possibly with some discount in the rights offering).

 

2. SHC keeps other properties and these are likely the ones that have most development potential. This is conjecture, clearly, but it would make sense in the context of them offloading the stores that will continue to operate as normal stores for some time to come.

 

So if I am interested in the RE value from redevelopment I should hold onto my cash and keep it invested in SHLD. If I want to participate in the yield from operating stores, I should participate in the REIT rights offering.

 

Any views on which position will be better long term choice? Of course Eddie may end up participating fully, indicating (perception considerations that may lead him to do so aside) that he feels just putting the assets into a REIT will, over time, highlight their value in the market and make them worth more than what is being paid in the REIT. However, given that this is a sale to a new entity I would think some form of FV has to be paid for them in that transaction already, which would mean one shouldn't expect the REIT to appreciate strongly post offering ...?

 

Thoughts?

 

Thank you - C.

 

Mr Market amusing again – I'd bet the consensus is focussing on the SSS and was speculating that they'd shoot upwards…

 

Take a look at p. 7 of the presentation and tell me what you think, guys:

http://searsholdings.com/invest/docs/q4_2014_earnings_deck.pdf

 

Though he pre-recorded the call and read his slides (as always) I got the impression that Eddie was very relaxed on the call.

 

they lost money in 2014 but the back half of 2014 was profitable and the trend looks good for 2015. I don't know much about shld but it seems like the amount of real estate they are spinning into the REIT seems low. any else?

 

Depends on what he puts in there.

 

If it is like you suppose and he's "offloading" stores that he wants to keep, I'm relatively sure that I'm going to buy as much of the REIT as I can get my hands on because the market's first reaction will very likely be disappointment with the REIT offering. People will complain about the counter party risk within the REIT etc. This makes the best buying opportunities.

 

I'm not sure whether he will do it that way. It would make more sense, I guess, to put stores in there that have great RE value but don't make sense for SHLD from a strategic point of view or that are too expensive for this kind of retailer. This way the REIT could add new tenants and diversify gradually. If it's going to be that way I'm buying with the expectation to hold it a few years. However, a commercial REIT is nothing I'm particularly wild about for a long term investment in the current environment. It'd have to be a real bargain to make me keep it.

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Mr Market amusing again – I'd bet the consensus is focussing on the SSS and was speculating that they'd shoot upwards…

 

Take a look at p. 7 of the presentation and tell me what you think, guys:

http://searsholdings.com/invest/docs/q4_2014_earnings_deck.pdf

 

Though he pre-recorded the call and read his slides (as always) I got the impression that Eddie was very relaxed on the call.

 

they lost money in 2014 but the back half of 2014 was profitable and the trend looks good for 2015. I don't know much about shld but it seems like the amount of real estate they are spinning into the REIT seems low. any else?

 

This slide – taken together with his positive EBITDA outlook – makes me think that this could finally be the turnaround in the core business. I had to think back to when he said something along the lines of "it will look worse before it will look better" – I don't think that this looks worse than Q2 and Q3.

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So I'm just musing about this REIT offering and the thesis:

 

1. The REIT will get stores that will remain stores, so the value of the RE will be highlighted to the extend that these stores continue to remain reasonably profitable and thus continue to pay rent. At the same time, the assets come of SHC's books and get converted to cash. As an existing shareholder I have to pony up that cash to partake (possibly with some discount in the rights offering).

 

2. SHC keeps other properties and these are likely the ones that have most development potential. This is conjecture, clearly, but it would make sense in the context of them offloading the stores that will continue to operate as normal stores for some time to come.

 

So if I am interested in the RE value from redevelopment I should hold onto my cash and keep it invested in SHLD. If I want to participate in the yield from operating stores, I should participate in the REIT rights offering.

 

Any views on which position will be better long term choice? Of course Eddie may end up participating fully, indicating (perception considerations that may lead him to do so aside) that he feels just putting the assets into a REIT will, over time, highlight their value in the market and make them worth more than what is being paid in the REIT. However, given that this is a sale to a new entity I would think some form of FV has to be paid for them in that transaction already, which would mean one shouldn't expect the REIT to appreciate strongly post offering ...?

 

Thoughts?

 

Thank you - C.

 

 

 

Sunrider, I've been thinking about the same question.  I had a few thoughts for you and the group as well after listening to the call today. 

 

Generally speaking, there wasn't much in the way of new information.  200-300 stores for $2 billion was previously stated.  I guess we have some clarity on timing, which may or may not be helpful.  Reading between the lines, though I found a comment by Eddie on the call interesting:

 

"We anticipate that the REIT would enable us to continue and to accelerate many of the activities that we have been pursuing over the past several years.  Specifically, we have been working to partner with other retailers and mall owners to enable us to reduce the operating footprint of our stores to smaller, but still significant spaces, while leasing part of the store to retailers who will bring increased foot traffic and relevance to our locations. 

 

The completion of the REIT transaction has the potential to make a significant transformation in our capital structure toward a structure that is more flexible, long-term oriented and less dependent on inventory and receivables...

 

We believe that many locations can be re-purposed with or without Sears Holdings as an anchor, which would give the REIT the potential for value creation, as well as downside protection if Sears Holdings were unable to continue to operate certain stores profitably."

 

To your first two points:

1. The REIT will get stores that will remain stores, so the value of the RE will be highlighted to the extend that these stores continue to remain reasonably profitable and thus continue to pay rent. At the same time, the assets come of SHC's books and get converted to cash. As an existing shareholder I have to pony up that cash to partake (possibly with some discount in the rights offering).

 

2. SHC keeps other properties and these are likely the ones that have most development potential. This is conjecture, clearly, but it would make sense in the context of them offloading the stores that will continue to operate as normal stores for some time to come.

 

While I thought the same thing originally, which would make the REIT less attractive from the REIT-holders' perspective, I believe a fair amount of the value will be rolling in the properties associated with the Primark, Dick's, and Whole Foods deals we've been reading about.  In this case, SHLD maintains about 20% of the original footprint, on average.  I'm also not convinced that SHLD will keep the properties with the most development potential either.  I get the sense that the properties with the most development potential will reside in the REIT.

 

The main thing I'm working through right now is why I'd be willing to part with more money to pay for something I already own.  This would only be the case if the value of the $2 billion properties in the REIT is/could be significantly higher, and/or the value of the recapitalized SHLD offers significant advantages I'm not considering or properly quantifying right now (pay down/refinance revolver, etc.). 

 

I think there are a few things that make owning both securities attractive, but really, it's speculation until we have a little more clarity on the properties involved with the deal.  I believe it would be a negative to both legacy SHLD with high incremental rent expense as well as negative to the REIT if SHLD was the only/primary tenant. 

 

 

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So I'm just musing about this REIT offering and the thesis:

 

1. The REIT will get stores that will remain stores, so the value of the RE will be highlighted to the extend that these stores continue to remain reasonably profitable and thus continue to pay rent. At the same time, the assets come of SHC's books and get converted to cash. As an existing shareholder I have to pony up that cash to partake (possibly with some discount in the rights offering).

 

2. SHC keeps other properties and these are likely the ones that have most development potential. This is conjecture, clearly, but it would make sense in the context of them offloading the stores that will continue to operate as normal stores for some time to come.

 

So if I am interested in the RE value from redevelopment I should hold onto my cash and keep it invested in SHLD. If I want to participate in the yield from operating stores, I should participate in the REIT rights offering.

 

Any views on which position will be better long term choice? Of course Eddie may end up participating fully, indicating (perception considerations that may lead him to do so aside) that he feels just putting the assets into a REIT will, over time, highlight their value in the market and make them worth more than what is being paid in the REIT. However, given that this is a sale to a new entity I would think some form of FV has to be paid for them in that transaction already, which would mean one shouldn't expect the REIT to appreciate strongly post offering ...?

 

Thoughts?

 

Thank you - C.

 

 

 

Sunrider, I've been thinking about the same question.  I had a few thoughts for you and the group as well after listening to the call today. 

 

Generally speaking, there wasn't much in the way of new information.  200-300 stores for $2 billion was previously stated.  I guess we have some clarity on timing, which may or may not be helpful.  Reading between the lines, though I found a comment by Eddie on the call interesting:

 

"We anticipate that the REIT would enable us to continue and to accelerate many of the activities that we have been pursuing over the past several years.  Specifically, we have been working to partner with other retailers and mall owners to enable us to reduce the operating footprint of our stores to smaller, but still significant spaces, while leasing part of the store to retailers who will bring increased foot traffic and relevance to our locations. 

 

The completion of the REIT transaction has the potential to make a significant transformation in our capital structure toward a structure that is more flexible, long-term oriented and less dependent on inventory and receivables...

 

We believe that many locations can be re-purposed with or without Sears Holdings as an anchor, which would give the REIT the potential for value creation, as well as downside protection if Sears Holdings were unable to continue to operate certain stores profitably."

 

To your first two points:

1. The REIT will get stores that will remain stores, so the value of the RE will be highlighted to the extend that these stores continue to remain reasonably profitable and thus continue to pay rent. At the same time, the assets come of SHC's books and get converted to cash. As an existing shareholder I have to pony up that cash to partake (possibly with some discount in the rights offering).

 

2. SHC keeps other properties and these are likely the ones that have most development potential. This is conjecture, clearly, but it would make sense in the context of them offloading the stores that will continue to operate as normal stores for some time to come.

 

While I thought the same thing originally, which would make the REIT less attractive from the REIT-holders' perspective, I believe a fair amount of the value will be rolling in the properties associated with the Primark, Dick's, and Whole Foods deals we've been reading about.  In this case, SHLD maintains about 20% of the original footprint, on average.  I'm also not convinced that SHLD will keep the properties with the most development potential either.  I get the sense that the properties with the most development potential will reside in the REIT.

 

The main thing I'm working through right now is why I'd be willing to part with more money to pay for something I already own.  This would only be the case if the value of the $2 billion properties in the REIT is/could be significantly higher, and/or the value of the recapitalized SHLD offers significant advantages I'm not considering or properly quantifying right now (pay down/refinance revolver, etc.). 

 

I think there are a few things that make owning both securities attractive, but really, it's speculation until we have a little more clarity on the properties involved with the deal.  I believe it would be a negative to both legacy SHLD with high incremental rent expense as well as negative to the REIT if SHLD was the only/primary tenant.

 

Agree with your last point re speculation till we know more -- unfortunately, to really answer that point we'll have to go through a substantial number of the stores to be transferred and look at their current value and development potential (or hope some hedge fund does it and publishes it). You are right, it irks me a bit to have to pay up for something I already own!

 

Ni-co: I, too, felt a bit hopeful but also remember that Q4 is Christmas time and I'm not entirely convinced that the positive trend will just flow into Q1 ... it'd be great if it did, of course!

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Agree with your last point re speculation till we know more -- unfortunately, to really answer that point we'll have to go through a substantial number of the stores to be transferred and look at their current value and development potential (or hope some hedge fund does it and publishes it). You are right, it irks me a bit to have to pay up for something I already own!

 

Ni-co: I, too, felt a bit hopeful but also remember that Q4 is Christmas time and I'm not entirely convinced that the positive trend will just flow into Q1 ... it'd be great if it did, of course!

 

The way I look at the value of the Real Estate from the REIT's perspective is more of on a spread basis.  You know by reviewing SPG, GGP, KIM, WPG, CBL, etc. that anchor tenants pay anywhere from $2-10, call it an average of $4-6.  By the way, there's a lot of very useful information in the recent earnings calls of the public REITs as has been pointed out on this thread before.  When you look at inline stores, the range is more like $15-50 on a per square foot basis.  Currently, Sears is paying on average $1.50-$2.00 depending on the REIT.  But that's average.  So the REIT analysis, or the value of the real estate if you buy the thesis that there is more value in real estate, is the spread they can capture from subletting the space.  We'll definitely learn a lot more in the coming weeks/months about their more recent deals and how these translate to FFO.  It seems possible that the 200 or so properties could generate a decent amount of FFO which would make REIT valuation interesting.  The terms would be even better on the owned vs. leased properties.  Curious to get anyone's thoughts on this. 

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Commentary on SHLD from Francis Chou's 2014 Annual Report for Chou America Mutual Funds:

http://chouamerica.com/pdf/123114%20Chou%20Annual%20Report%20Final%20dated%20opinion.pdf

 

Notably, the following:

"What Lampert is doing is the right thing to do, considering the possible outcomes – if it works, it’ll be a multi-bagger; if the transformation does not work out as expected, we believe the real estate values are high enough that we would not lose money in our investment at current prices after netting out all liabilities. If real estate was the only play from Lampert’s viewpoint, it seems that he would have liquidated the company a long time ago."

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Shades of Eddie Lampert?

 

Buffett on the value of starving dying businesses of capital:

 

http://thereformedbroker.com/2015/02/28/berkshire-hathaways-willingness-to-kill/

 

Most companies cannot kill their once-golden goose business and reallocate elsewhere. Even the suggestion of something so bold would typically engender a response like “But, this is what we do!” And they’d be right. The reticence to make big changes is only the half of it – there are also the considerations involved with a given CEO’s capabilities outside of a core industry and the high costs that need to be incurred in order to make such a radical shift happen.

 

The hurdles for a company – let alone a public company with outspoken shareholders – being able to pull this off are extremely high. With his conglomerate status and diversified earnings streams to command, Buffett can move decisively toward better opportunities and turn his back on those ventures whose best days are behind them.

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http://thereformedbroker.com/2015/02/28/berkshire-hathaways-willingness-to-kill/

 

The hurdles for a company – let alone a public company with outspoken shareholders – being able to pull this off are extremely high..

 

Eventhough SHLD is a public company Lampert really doesn't have to deal with outspoken shareholders since he and Berkowitz own the vast majority.  He also gets the benefit of operating within the structure of a permanent capital vehicle.

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He made a substantial new investment in IBM, not via SHLD.  What, if anything, do you make of that?

 

His investment in IBM is noteworthy but it's just 1.5% of RBS Partners.  SHLD still makes up 40% (depending on the day given volatile price fluctuations).  So I don't make much of it.  Anybody else have some insight or opinions on it?

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I would think Eddie understands IBM pretty well for a couple of reasons.

 

- His former CEO, D'Ambrosio, spent his a large part of his career at IBM - close to 20 years.

 

- Sears was always one of IBM's largest customers in Chicago. I was a technology sales rep

  with Sears as my major account for 6 years. We sold them software for their IBM operations.

  There was always a very close relationship between Sears and IBM - more strategic than most customers.

 

So I'd assume Eddie has decent insights into IBM's future value.

 

 

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