ESL Investments affiliate Transform Holdco has acquired the go-forward retail footprint, assets and component businesses of Sears Holdings.
The acquisition was completed on a going-concern basis for a total consideration of approximately $5.2bn.
Following the deal, Sears moves forward from the Chapter 11 process with profitable retail stores, healthier capital structure, reduced debt load, a robust digital platform and an integrated ecosystem of businesses.
The company will include 223 Sears and 202 Kmart stores, along with prominent brands and operating businesses such as Kenmore, DieHard, Craftsman, Sears Home Services, Sears Auto Centers and Innovel.
ESL CEO Edward Lampert said: “The best possible outcome has now been realised for all stakeholders, including Sears’ many associates, Shop Your Way members, vendors and other partners.
“ESL looks forward to a new era at Sears and Kmart that builds on their proud histories while finding new ways to innovate and grow to adapt to the forces transforming the retail industry.
“We are ready for this exciting opportunity to help return Sears to profitability and will apply ourselves every day in pursuit of that goal.”
With more than $400m in excess availability on its asset-backed credit facility, the new Sears will be led by the management team that constituted the office of the chief executive of Sears Holdings, consisting of chief financial officer Robert A Riecker, chief digital officer Leena Munjal, and Softlines president Greg Ladley.
A search for a chief executive officer will soon be launched.
The Company intends to conduct a search for a chief executive officer with a record of success in managing platform businesses and effectuating large-scale dynamic transformations.
For this deal, Cleary Gottlieb Steen & Hamilton acted as legal counsel and Moelis & Company as a financial advisor to ESL Investments.