He is brazen though. Talking about his concern for the shareholder when he means the MAJORITY shareholder, himself. In the end the minority shareholders will be wiped out whether it is this year, next year or 2020.
I don't have time right now to read the 9-24-18 SEC filing but the email from SHC told me enough for now.
Details of the proposal can be found in an SC 13D/A; following statements of ownership which (IMO) is not the proper form. IMO it should instead be provided in an 8K.
How much equity does ESL have? Oddly that is not clear to me. One figure that does make sense is the O/S count; shown repeatedly on the 13D as "Shared Dispositive Power": 103,424,909 shares. How much ESL/RBS/JPP have varies based on the terminology and footnotes used in various sections of the 13D... Readers must interpret the share counts.
For example the 1st Section shows ESL Partners "Beneficially" owns 153 million of the 103 million O/S which represents a 73.7% equity stake; with footnotes elaborating how the figures are derived.
https://www.sec.gov/Archives/edgar/data/923727/000119312518280675/d590629dsc13da.htm
This section summarizes ownership for various entities:
As of the time of filing on September 24, 2018, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the table below. (As pasted. For readable form follow the URL).
REPORTING
PERSON
NUMBER OF
SHARES
BENEFICIALLY
OWNED PERCENTAGE
OF
OUTSTANDING
SHARES SOLE VOTING
POWER SHARED
VOTING
POWER SOLE
DISPOSITIVE
POWER SHARED
DISPOSITIVE
POWER
ESL Partners, L.P.
155,315,072 (1)(2) 73.7 % (3) 51,890,163 (2) 0 51,890,163 (2) 103,424,909 (1)
JPP II, LLC
62,919,274 (4)(5) 36.6 % (6) 19,728,548 (4) 0 19,728,548 (4) 43,190,726 (5)
SPE I Partners, LP
150,124 0.1 % 150,124 0 150,124 0
SPE Master I, LP
193,341 0.2 % 193,341 0 193,341 0
RBS Partners, L.P.
155,658,537 (1)(7) 73.9 % (3) 52,233,628 (7) 0 52,233,628 (7) 103,424,909 (1)
ESL Investments, Inc.
155,658,537 (1)(7) 73.9 % (3) 52,233,628 (7) 0 52,233,628 (7) 103,424,909 (1)
JPP, LLC
43,190,726 (5) 28.4 % (8) 43,190,726 (5) 0 0 43,190,726 (5)
Edward S. Lampert
155,658,537 (1)(7) 73.9 % (3) 155,658,537 (1)(7) 0 52,233,628 (7) 103,424,909 (1)
He wants to pay back almost 2 billion in debt by having non-ESL creditors accept $0.25 on the dollar and stamping as paid in full; while he has already; in the past; paid back ESL based debt at OVER 100% on the dollar (usually $101% plus additional fees); without including interest payments and other fees received prior to paying back his debts (early).
I saw that email this morning and I thought that ESL's proposal was Eddie saying if you don't do things his way, bankruptcy was coming sooner rather than later. But we all know it's inevitable so does it matter?