chetster Posted May 26, 2015 Share Posted May 26, 2015 http://www.sec.gov/Archives/edgar/data/1628063/000119312515199271/d836914ds11a.htm S-11/A for Seritage Growth Properties Proposed Maximum Aggregate Offering Price Total $100,000,000 Given that there are about 100,000,000 shares outstanding does this mean that each share will pay on the order of $1 for a 1/100,000,000th ownership stake in Seritage? Link to comment Share on other sites More sharing options...
tede02 Posted May 27, 2015 Share Posted May 27, 2015 I've seen a few big redevelopment projects where they've bulldozed old malls and put up super-Walmarts or Targets with what appears to be a lot of success. Walmart has done very well serving out-state areas (unfortunately they tend to run all the little guys out of business but that's just the way it is). Link to comment Share on other sites More sharing options...
peridotcapital Posted May 27, 2015 Share Posted May 27, 2015 http://www.sec.gov/Archives/edgar/data/1628063/000119312515199271/d836914ds11a.htm S-11/A for Seritage Growth Properties Proposed Maximum Aggregate Offering Price Total $100,000,000 Given that there are about 100,000,000 shares outstanding does this mean that each share will pay on the order of $1 for a 1/100,000,000th ownership stake in Seritage? No, they will have to raise far more than $100M of equity. That initial figure will be changed once the terms of the offering are announced. I would expect roughly half of the $2.5B required to come from equity and the other half from debt. In that case, SHLD holders will have to pony up about $12 for every share they hold in order to fully participate. Link to comment Share on other sites More sharing options...
krazeenyc Posted May 27, 2015 Share Posted May 27, 2015 http://www.sec.gov/Archives/edgar/data/1628063/000119312515199271/d836914ds11a.htm S-11/A for Seritage Growth Properties Proposed Maximum Aggregate Offering Price Total $100,000,000 Given that there are about 100,000,000 shares outstanding does this mean that each share will pay on the order of $1 for a 1/100,000,000th ownership stake in Seritage? No, they will have to raise far more than $100M of equity. That initial figure will be changed once the terms of the offering are announced. I would expect roughly half of the $2.5B required to come from equity and the other half from debt. In that case, SHLD holders will have to pony up about $12 for every share they hold in order to fully participate. My expectations based on what I've read is $2B in Debt + $500MM in equity + they will have some kind of line of credit lined up. Link to comment Share on other sites More sharing options...
peridotcapital Posted May 28, 2015 Share Posted May 28, 2015 http://www.sec.gov/Archives/edgar/data/1628063/000119312515199271/d836914ds11a.htm S-11/A for Seritage Growth Properties Proposed Maximum Aggregate Offering Price Total $100,000,000 Given that there are about 100,000,000 shares outstanding does this mean that each share will pay on the order of $1 for a 1/100,000,000th ownership stake in Seritage? No, they will have to raise far more than $100M of equity. That initial figure will be changed once the terms of the offering are announced. I would expect roughly half of the $2.5B required to come from equity and the other half from debt. In that case, SHLD holders will have to pony up about $12 for every share they hold in order to fully participate. My expectations based on what I've read is $2B in Debt + $500MM in equity + they will have some kind of line of credit lined up. Interesting. With annualized EBITDA of around $180M, that would give Seritage a leverage ratio of over 11x. Credit is loose right now, but that sounds awfully high assuming they want to get decent interest rates. Typical REIT leverage ratios are much lower. I'm using a 7x assumption. We should find out very soon, hopefully. Link to comment Share on other sites More sharing options...
thinkpad Posted May 28, 2015 Share Posted May 28, 2015 Hello Everything is written in the document. Debt will be 1.1 b$ So we will need 1.4b$ or around 12/13 dollars a share to fully participate. Link to comment Share on other sites More sharing options...
krazeenyc Posted May 28, 2015 Share Posted May 28, 2015 Hello Everything is written in the document. Debt will be 1.1 b$ So we will need 1.4b$ or around 12/13 dollars a share to fully participate. Didn't see the most recent filings of Seritage -- had only seen the first 2. Link to comment Share on other sites More sharing options...
BTShine Posted May 28, 2015 Share Posted May 28, 2015 Hello Everything is written in the document. Debt will be 1.1 b$ So we will need 1.4b$ or around 12/13 dollars a share to fully participate. When they talk of raising $2.5 billion could it be $1.1 billion from debt (as you mention), $430 million from the JV's and the remaining ~$970m in an equity participation requirement? Therefore, might we only need $8/share to participate? Link to comment Share on other sites More sharing options...
peridotcapital Posted May 28, 2015 Share Posted May 28, 2015 Hello Everything is written in the document. Debt will be 1.1 b$ So we will need 1.4b$ or around 12/13 dollars a share to fully participate. When they talk of raising $2.5 billion could it be $1.1 billion from debt (as you mention), $430 million from the JV's and the remaining ~$970m in an equity participation requirement? Therefore, might we only need $8/share to participate? Seritage is buying out Sears' stakes in the 3 JV's upon closing of the offering. Link to comment Share on other sites More sharing options...
krazeenyc Posted May 28, 2015 Share Posted May 28, 2015 Hello Everything is written in the document. Debt will be 1.1 b$ So we will need 1.4b$ or around 12/13 dollars a share to fully participate. When they talk of raising $2.5 billion could it be $1.1 billion from debt (as you mention), $430 million from the JV's and the remaining ~$970m in an equity participation requirement? Therefore, might we only need $8/share to participate? Seritage is buying out Sears' stakes in the 3 JV's upon closing of the offering. I think the $2.5B SHLD is expected to receive includes the $860MM SHLD gets from the JVs 1/2 from SPG, GGP, Macerich and 1/2 from Seritage. So 1.1 Debt (up front), $430 MM JVs. The remaining $1 B -- will either be all from equity... or 1/2 equity, and perhaps they'll draw down a line of credit to pay down the other $430 for the JVs. Link to comment Share on other sites More sharing options...
adesigar Posted May 29, 2015 Share Posted May 29, 2015 Bishop's latest article on Seeking Alpha http://seekingalpha.com/article/3213606-sears-holdings-valuation-the-transformation Link to comment Share on other sites More sharing options...
BTShine Posted May 29, 2015 Share Posted May 29, 2015 Hello Everything is written in the document. Debt will be 1.1 b$ So we will need 1.4b$ or around 12/13 dollars a share to fully participate. When they talk of raising $2.5 billion could it be $1.1 billion from debt (as you mention), $430 million from the JV's and the remaining ~$970m in an equity participation requirement? Therefore, might we only need $8/share to participate? Seritage is buying out Sears' stakes in the 3 JV's upon closing of the offering. I think the $2.5B SHLD is expected to receive includes the $860MM SHLD gets from the JVs 1/2 from SPG, GGP, Macerich and 1/2 from Seritage. So 1.1 Debt (up front), $430 MM JVs. The remaining $1 B -- will either be all from equity... or 1/2 equity, and perhaps they'll draw down a line of credit to pay down the other $430 for the JVs. Good call. I forgot that Seritage is buying out the SHLD stake in the 3 JV's. Link to comment Share on other sites More sharing options...
adesigar Posted June 1, 2015 Share Posted June 1, 2015 Meet Ryan Vero, SVP and President, Grocery and Drug http://blog.searsholdings.com/leadership-viewpoint/ryan-vero/ Link to comment Share on other sites More sharing options...
Against the crowd Posted June 1, 2015 Share Posted June 1, 2015 Has SHLD posted any date for releasing their results. Generally Q1 results come out on last Thursday of May but it did not happen this time. Link to comment Share on other sites More sharing options...
BTShine Posted June 1, 2015 Share Posted June 1, 2015 Has SHLD posted any date for releasing their results. Generally Q1 results come out on last Thursday of May but it did not happen this time. No. You're right, the earnings did not get released when they usually do. My guess is the REIT conversion has something to do with this delay. I bet their work on the REIT conversion makes it a busy time for SHLD. They usually post a press release a day or two before they post the earnings report. Link to comment Share on other sites More sharing options...
adesigar Posted June 1, 2015 Share Posted June 1, 2015 Bishop's latest article on Seeking Alpha http://seekingalpha.com/article/3213606-sears-holdings-valuation-the-transformation From the above article "Importantly, Bishop Research and Analytics has identified specific, granular, and quantitative valuations of ~$80 per share of non-real estate, non-insurance, non-NOL, and non-lease related value that FASB rules do not allow the company to carry on the books and Sears Holdings is unable to disclose publicly in pro forma presentations." Any theories/guesses what this could be? Link to comment Share on other sites More sharing options...
constructive Posted June 1, 2015 Share Posted June 1, 2015 It's Sears & KMart retail operations, Sears Canada, Sears Auto Center and KCD I guess. Writing 200 pages / 75,000 words of Sears analysis without actually explaining why retail operations are worth over $80 a share strikes me as an enormous waste of time. Link to comment Share on other sites More sharing options...
petey2720 Posted June 1, 2015 Share Posted June 1, 2015 Class Action Lawsuit filed (see attached article) Sears_Lawsuit_Article_6-1-2015.pdf Link to comment Share on other sites More sharing options...
namo Posted June 1, 2015 Share Posted June 1, 2015 June 11th is the record date for the spin-off rights. Results on the 8th. The class action feels like Just Another Lawsuit to me, but I'm no lawyer. Link to comment Share on other sites More sharing options...
Scudbucket Posted June 2, 2015 Share Posted June 2, 2015 Has anyone seen this before? This is new to me. http://www.shcrealty.com/Default.aspx Link to comment Share on other sites More sharing options...
Luke 532 Posted June 2, 2015 Share Posted June 2, 2015 Has anyone seen this before? This is new to me. http://www.shcrealty.com/Default.aspx That site has been around as long as I can remember. Link to comment Share on other sites More sharing options...
Scudbucket Posted June 3, 2015 Share Posted June 3, 2015 Has anyone seen this before? This is new to me. http://www.shcrealty.com/Default.aspx That site has been around as long as I can remember. Well then... Link to comment Share on other sites More sharing options...
merkhet Posted June 8, 2015 Share Posted June 8, 2015 From the Sears 1Q2015 press release: We continue to make progress towards the formation of Seritage Growth Properties, a public real estate investment trust or REIT, and its subsequent purchase of properties from the Company. We expect that we will be declared effective by the SEC this week, and are targeting to launch the rights offering on Friday, June 12, 2015. The transaction will involve the sale and leaseback of approximately 235 Sears and Kmart stores, as well as the purchase of our interest in the joint ventures, with expected proceeds to Sears Holdings of $2.6 billion. This, when combined with the proceeds from the previously announced joint venture transactions, will result in proceeds in excess of $3.0 billion. From the 1Q2015 10-Q: On April 1, 2015, April 13, 2015, and April 30, 2015, Holdings and General Growth Properties, Inc. ("GGP"), Simon Property Group, Inc. ("Simon") and The Macerich Company ("Macerich"), respectively, announced that they have entered into three distinct real estate joint ventures (collectively, the "JVs"). Holdings contributed 31 properties to the JVs where Holdings currently operates department stores (or leases former stores to third party tenants), in exchange for a 50% interest in the JVs and $429 million in cash ($426 million, net of closing costs). The transactions value these properties at $858 million in the aggregate. Holdings has agreed to lease back the properties from the JVs under triple-net master lease agreements (the "Master Lease"). The Master Lease will extend for a period of 10 years, with two five-year renewal options. The initial amount of aggregate base rent under the Master Lease will be $42 million and increases at 2% per year. The JVs have the ability to recapture up to 50% of the space leased to Holdings and then re-lease this space to other tenants. So it looks like the JV properties are being valued at a 4.9 cap. From the May 26, 2015 S-11 filing: In connection with this offering, we expect one or more of the Acquired Entities, presently wholly-owned subsidiaries of Sears Holdings, to enter into one or more mortgage or mezzanine loan agreements (the “Loan Agreements”), providing for: term loans in an initial principal amount of approximately $1.16 billion (collectively, the “Term Loans”); and a $100 million future funding facility, which we expect to be available to us to finance redevelopment of the Acquired Properties from time to time (the “Future Funding Facility”). We expect that the net proceeds from the Term Loans will be distributed to a wholly owned subsidiary of Sears Holdings immediately prior to the consummation of the rights offering and that, simultaneously with the consummation of the rights offering, Operating Partnership will purchase the Acquired Entities, subject to the Term Loans as partial consideration for the acquisition of the Acquired Entities. Amounts borrowed and repaid under the Future Funding Facility will not be available to be re-borrowed. So if you put it all together, the equity holders will have to put together $2.6 billion minus $1.16 billion or $1.44 billion of equity for Seritage. On a share count of 106,602,160, that's roughly $13.50 per share. Link to comment Share on other sites More sharing options...
Scudbucket Posted June 8, 2015 Share Posted June 8, 2015 Seritage got amended...just looking now. http://www.sec.gov/Archives/edgar/data/1628063/000119312515216579/d836914ds11a.htm Link to comment Share on other sites More sharing options...
merkhet Posted June 8, 2015 Share Posted June 8, 2015 Anyone else notice that the Amended S-11 from today reduced the yearly revenues from rental income by $36 million vs. the 3rd Amended S-11? What gives? Link to comment Share on other sites More sharing options...
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