Sears Holdings Corp. (NASDAQ: SHLD) has been a long-term disappointment that has always been full of potential value. The company’s inability to unlock that value has been a massive disappointment, almost as big of a disappointment as its sales history. Chairman and CEO Eddie Lampert might have found a way to unlock some of that value, but some investors are already questioning the move.
As part of a joint venture, Sears has contributed 12 properties located at General Growth Properties Inc. (NYSE: GGP) malls. As part of the transaction, GGP has contributed cash to the joint venture, and the joint venture has leased back the existing Sears Holdings stores. The transaction is designed to unlock real estate value and enhance financial flexibility for Sears Holdings while at the same time providing the joint venture the opportunity to create additional value through re-development and re-leasing of up to 50% of each property.
In terms of the transaction, Sears contributed 12 properties in exchange for an interest in the joint venture and $165 million in cash. These properties are valued at $330 million in the aggregate. GGP has made a cash contribution of $165 million to the joint venture in exchange for a 50% interest in it, and such amount has been distributed to Sears Holdings, which will own the other 50% interest on the execution of the transaction.
Considering that Sears will be facing serious debt maturities ahead, the obvious and ongoing concern is that Sears will have to find a way to become profitable or else the future could be grim.
Taking a step back from this complex transaction, the company has created a real estate investment trust (REIT) and a joint venture with GGP as a way to strategically manage its properties going forward. This will cover roughly two years of cash burn at current levels, according to Moody’s.
After the transactions, which are part of the first round of filings for the REIT’s initial public offering (IPO), Sears will still own 381 stores.
Eddy Lampert commented on the transaction:
Today’s announcement demonstrates our ability to unlock a small portion of Sears Holdings’ vast and valuable real estate portfolio, and represents an important step in the continued transformation of Sears Holdings.
Wednesday, Sears saw its stock rise as high as $46.20 just following the opening bell, an 11.6% increase from the previous close. However as the day went on shares dwindled as low as $41.25 and then back up to current prices.
Shares of Sears were up 0.3% at $41.51 in the final hour of trading, but the stock closed down $0.07 at $41.31 on over 2.6 million shares on the day. The stock has a 52-week trading range of $22.45 to $48.25, and the market cap is $4.4 billion.
If investors were truly thrilled here, then you would have expected the gains to hold up.