Sears Becomes a Penny Stock

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Shares of Sears Holdings Corp. (NASDAQ: SHLD) posted a new, all-time low of $0.82 on Friday. The stock price has now crossed the line where the Nasdaq delisting clock begins to tick.

According to exchange rules, if an equity trades below $1.00 for 30 consecutive days, Nasdaq notifies the company that it has 180 days to come back into compliance by getting the share price back above the $1.00 level. The exchange can grant a second lease on life, but if it does not, the shares will be taken off the board.

Sears has some big problems to overcome and not much time or much cash to sort through them. On Monday, CEO Eddie Lampert proposed a restructuring of the venerable retailer that included selling about $1.75 billion in assets to reduce the company’s total debt to around $1.24 billion. The proposed buyer is ESL Investments, Lampert’s own hedge fund and owner of about 19% of Sears stock. Lampert himself owns about 31% of the company’s stock.

Sears faces a $134 million note maturity due October 15, and the company must meet a reserve requirement this coming Monday. Operating cash flow can do nothing to solve this issue because Sears is losing money every day it remains open. This issue is first in line.

Second, a special committee of the company’s board has slow-walked an earlier proposal from ESL to purchase the Kenmore brand for $400 million. The Kenmore brand is one of the company’s most valuable remaining assets, and the federal Pension Benefit Guaranty Corp. (PGBC) has a lien on Kenmore’s intellectual property. Last year the PBGC negotiated a cash payment from the company when Sears sold its Craftsman brand.

The PBGC covers workers pensions when a company cannot. Sears has about 100,000 retirees and their pensions are underfunded by about $1.5 billion.

With shares now in the penny stock range and assets available to sell disappearing, it seems that it is only a matter of time before the company folds. It is only alive right now because it still owns some assets, including real estate, that Lampert wants to buy at a reduced price. How much time the other members of the board want to spend watching the company die will determine what happens and when.

Sears stock closed at $0.9678 on Friday, down about 4.2% for the day. The stock’s 52-week high is $7.54.