Sears Holdings – Former Non-Debtor Affiliate SRE Holding Corporation Files Chapter 11, Will Guarantee DIP Loans

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January 7, 2019 – SRE Holding Corporation (“SRE”), a subsidiary of Sears Holdings Corporation and until now a non-Debtor affiliate sitting outside of the Debtors’ bankruptcy process, filed a Chapter 11 petition with the Southern District of New York. It is expected that SRE’s case will be consolidated with those of the other Sears Debtors. 

SRE is the direct parent company of Sears Reinsurance Company Limited (“Sears RE”) a Bermuda company which appears to maintain its non-Debtor status. The SRE petition includes Board resolutions which anticipate efforts by the Debtors to bring SRE into the Debtors existing debtor-in-possession (“DIP”) financing facilities, (i) the DIP ABL Loan and (ii) the Junior DIP Loan (each as defined below). Specifically the resolutions resolve, “That in connection with the Chapter 11 Case, it is desirable and in the best interest of the Company, its creditors and other parties in interest to guarantee loans made pursuant to: (i) that certain senior secured superpriority priming debtor-in-possession asset-based credit facility in an aggregate principal amount of $1.875 billion (the ‘DIP ABL Loan’)…and (ii) that certain secured debtor-in-possession multiple draw term loan facility (the ‘Junior DIP Financing’) in an aggregate principal amount of $350 million (the ‘Junior DIP Loan’ and together with the DIPABL Loan, the ‘DIP Loans’).”

So what does SRE have that would make lenders under the DIP Loans more comfortable? Sears RE. 

Sears RE remains an interesting Sears affiliate and holds two interesting pieces of Sears debt, (i) approximately $1.4bn in SRAC Medium Term Notes and (ii) approximately $900mn of the 6.90% KCD IP, LLC Asset-Backed Notes due 2019 (KCD stands for Kenmore, Craftsman and Diehard and the KCD Notes are secured in part by intellectual property rights relating to the Kenmore and Diehard brands; IP collateral in respect of Craftsman having been released further to the sale of Craftsman in March 2017.

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