/raid1/www/Hosts/bankrupt/TCRLA_Public/181017.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                     L A T I N   A M E R I C A

               Wednesday, October 17, 2018, Vol. 19, No. 206


                            Headlines



B R A Z I L

AVON PRODUCTS: Fitch Affirms B+ LT IDR & Alters Outlook to Stable
JBS SA: Unit Sued Over Ground Beef in Salmonella Recall


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: China Envoy Says Agreements Are in the Offing
DOMINICAN REPUBLIC: North Region's Revenue Lags


J A M A I C A

JAMAICA: To Sign Concession Agreement for NMIA


P A N A M A

* PANAMA: Implements IMF's Enhanced Gen. Data Dissemination System


P U E R T O    R I C O

J & M SALES: Oct. 26 Auction of Closing Stores Set
NATIONAL STORES: Commences Closing Sales at 184 Remaining Stores
SEARS HOLDINGS: Collapses into Chapter 11 Bankruptcy
SEARS HOLDINGS: Edward Lampert Steps Down as CEO
SEARS HOLDINGS: Has Dec. 15 Deadline for Going-Concern Bids

SEARS HOLDINGS: Rejecting Leases for 217 Dark Store Locations
SEARS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors


                            - - - - -


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B R A Z I L
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AVON PRODUCTS: Fitch Affirms B+ LT IDR & Alters Outlook to Stable
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Fitch Ratings has affirmed Avon Products, Inc.'s Long-Term Issuer
Default Rating at 'B+'. The Rating Outlook has been revised to
Stable from Negative.

The Outlook revision to Stable reflects Avon's concerted efforts
to improve its credit profile through debt reduction following the
company's early redemption in June 2018 of $238 million of 6.5%
senior notes due 2019, which reduced leverage to 3.8x as of June
30, 2018 from 4.4x in 2017. The 'B+' rating reflects Fitch's
concern that despite early signs of improvement in certain key
markets, which should support annual EBITDA of approximately $0.5
billion, Avon faces continued challenges in Brazil, its largest
market representing 22% of total revenue, and lack of improvement
in the company's key performance indicators, particularly
continued declines in active representatives (reps) and orders.

KEY RATING DRIVERS

Improved Credit Profile: Fitch believes Avon's credit profile has
improved following several years of sharply deteriorating
financial results. Avon's improved credit profile reflects the
company's early redemption in June 2018 of $238 million of 6.5%
senior notes due 2019, which reduced total debt to $1.9 billion,
which includes 50% equity credit for the preferred stock, compared
with approximately $2.1 billion at year-end 2017. Furthermore,
Avon's operating EBITDA rebounded to nearly $492 million (8.8%
margin) in the latest 12 months (LTM) ended June 30, 2018 compared
with $460 million (8.1% margin) in the corresponding year-ago
period. The improvement in EBITDA reflects the benefits of
restructuring initiatives and improving revenue trends on a
constant currency basis in certain key markets, particularly in
the second quarter of 2018, led by Mexico (+0.1% on a like-for-
like basis), Russia (-0.5%) and the Philippines (+0.4%), and
continued inflationary pricing in Argentina.

As a result of the aforementioned factors, Fitch projects Avon's
leverage will decline to 3.8x in 2018 compared with 4.4x and 4.2x
in 2017 and 2016, respectively. Fitch forecasts EBITDA will be
relatively flat at approximately $500 million and total
outstanding debt will remain relatively unchanged through 2021.
Risks to Fitch's forecast include continued challenges in Brazil,
significant currency fluctuations, and lack of improvement in the
company's key performance indicators, particularly continued
declines in active representatives (reps) and orders.

Brazil Underperforms Key Markets: Brazil is Avon's largest (22% of
revenue) and worst performing market relative to Avon's top five
markets, reflecting the scale and depth of the challenges in
Brazil. Quarterly revenue from Brazil has declined at a mid-
single to low double-digit rate at constant currency since the
second quarter of 2017. Avon appointed a new general manager in
Brazil to lead the company's efforts to improve service quality
and training for reps.

Weak Key Performance Indicators: Avon's key performance indicators
remain weak, particularly active reps and volume, despite the
turnaround efforts made to date, indicating the pace of the
turnaround will likely be gradual, partly due to the depth and
very early stages of improvement in Avon's largest market, Brazil.
Total active reps declined 4% in the first half of 2018 led by
South Latin America (-4%), excluding the effect of the truckers
strike in Brazil, and North Latin America (-5%). The quarterly
number of units sold has consistently declined at a low- to mid-
single digit rate year-over-year since 2016. A lack of improvement
or accelerating declines in these metrics would likely jeopardize
Fitch's expectations for gradual improvement in revenue growth
trends on a constant currency basis through 2021 and potentially
result in negative rating actions.

Growing Addressable Markets: The total addressable market for
Avon's products is growing, lending credence to Fitch's growing
belief that the company's performance can continue to improve if
the strategy detailed by new CEO, Jan Zijderveld, is properly
executed. Avon's markets for total beauty, direct selling and
emerging market grew 5%, 4%, and 7%, respectively, from 2014 -
2017 on a CAGR basis.

In the first half of 2018, Avon's strategy primarily focused on
identifying the company's core issues through greater
communication with reps in its largest markets, hiring several new
country general managers that account for 50% of total revenue,
creating a new global sales organization to develop repeatable
models and tool sets and implementing processes to reduce the
company's time to market, which is critical to introducing on-
trend products.  Strategies to be implemented in the second half
of 2018 include training of reps, introducing and fostering reps'
adoption of Avon's e-brochure and personalized on-line store,
tightening revenue management and relaunching the Avon brand.

Increased Investments to Support Strategy: Avon's strategy to
strengthen the company's competitive position and modernize the
core business requires $300 million of incremental investments,
including $230 million of capital expenditures, from 2019 - 2021.
The investments will be in two areas: commercial spend and digital
and IT infrastructure. Commercial spend consists of tools and
training for reps, advertising to modernize the Avon brand,
processes to accelerate the pace of product innovation, new
expansion into markets, such as China and India, and channel
investments, primarily e-commerce. Digital and IT infrastructure
spend targets data center modernization and digital tools,
including individual, personalized on-line store pages for reps,
new mobile tools to assist with the rep's sale process, analytics
and digital marketing.

Fitch expects the costs of these investments will at least be cash
flow neutral in aggregate through 2021 due to $400 million of
targeted costs savings across manufacturing, distribution,
procurement, back office, as well as lower taxes and interest
expense due to Avon's early debt tender offer in June 2018.

FX, Emerging Markets Exposure: Avon is one of the most
geographically diverse companies, selling or distributing in 56
countries and territories. Avon's top 10 markets, mostly Emerging
Markets, account for 70% of revenue. Latin America represents 52%
of revenue, with Brazil, the single largest market, contributing
22% of total revenue in 2017. Negative FX translation has an
outsized impact on Avon's financials as most of its cash flows and
profits are generated outside the U.S. Economic and political
volatility also can have a significant impact.

Strong Competition: The beauty industry is structurally attractive
and tends to be a resilient category throughout economic cycles,
but it's a highly competitive market. Avon, the world's leading
direct selling beauty company, is facing intensified competition
from multi-national beauty giants who are implementing omni-
channel strategies, and smaller, nimbler, fast-growing companies.

DERIVATION SUMMARY

The Outlook revision to Stable reflects Avon's concerted efforts
to improve its credit profile through debt reduction following the
company's early redemption in June 2018 of $238 million of 6.5%
senior notes due 2019, which reduced leverage to 3.8x as of June
30, 2018 from 4.4x in 2017, The 'B+' rating reflects Fitch concern
that despite early signs of improvement in certain key markets,
which should support annual EBITDA of approximately $0.5 billion,
Avon faces continued challenges in Brazil, its largest market
representing 22% of total revenue, and lack of improvement in the
company's key performance indicators, particularly continued
declines in active representatives (reps) and orders.

Avon's revenue will continue to exhibit greater volatility due to
the company's focus on emerging markets, foreign currency
fluctuations and continued declines in active reps and orders, all
of which contributed to a 4.5% revenue decline in the first half
of 2018.

In terms of comparable companies, Fitch rates Anastasia
Intermediate Holdings, LLC's (ABH), a prestige cosmetics brand
primarily focused in the U.S., 'BB-'/Stable Outlook. The ratings
reflect the company's strong track record of growth and customer
connections, good financial profile including above-average EBITDA
margin, positive FCF and leverage of mid-3x following a
debt-financed dividend. Fitch projects will trend towards the high
2x over the next two to three years. The rating also considers the
company's narrow product and brand profile, recent explosive
growth that could reverse course, and risk that continued beauty
industry market share shifts could weaken ABH's projected growth
through the risk of new entrants or existing players regaining
share.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case For The Issuer
Include:

  -- Revenue is forecasted to decline 2% to $5.1 billion in 2019,
stabilize in 2020 and achieve below market growth of 2% in 2021,
barring further currency movements.

  -- Operating EBITDA is forecasted to be approximately $500
million
annually through 2021.

  -- Fitch expects the incremental investment plan, which also
includes $230 million of capital expenditures and $130 million for
cash restructuring, will be cash flow neutral through 2021 due to
expense reductions, working capital improvements from inventory,
tax planning and lower interest expense.

  -- Free cash flow (FCF) is expected to be at least $200 million
through 2021. Fitch expects free cash flow to decline
year-over-year in 2019, primarily due to timing differences
between the incremental investments and offsetting savings. Fitch
assumes the company's dividend remains suspended throughout the
forecast period and cash interest on the cumulative preferred
stock continues to be deferred.

  -- Fitch expects leverage to remain in a relatively tight range
between 3.7x to 3.9x thereafter through 2021.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action

  -- Flat-to-modestly positive reps and volume growth as well as
     low-single digit organic growth;

  -- Sustainable free cash flow in excess of $275 million;

  -- Maintains current leverage profile with total debt to
     operating EBITDA at approximately 3.8x.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action

  -- Accelerating declines in key performance indicators in 2019,
     particularly active reps and orders, which would indicate a
     greater probability of extended declines in revenue going
     forward;

  -- Significant currency challenges in key markets, such as
     Brazil or Russia, which affect Avon's ability to service its
     dollar denominated debt;

  -- Sustained increases in leverage over 5x.

LIQUIDITY

Adequate Liquidity: As of June 30, 2018, Avon had cash of $444
million, and $367 million in revolver availability, net of $33
million in outstanding letters of credit. The senior secured
revolving credit facility has total capacity of $400 million and
expires in June 2020, provided that it shall terminate on the 91st
day prior to the maturity of the 4.60% Notes due 2020, if on such
91st day, the applicable notes are not redeemed, repaid, discharge
or otherwise refinanced in full. This facility is secured on a
first priority lien basis by substantially all of the assets of
Avon International Operations ("AIO," a wholly-owned domestic
subsidiary) and the subsidiary guarantors.

Capital Structure: As of June 30, 2018, Avon had total balance
sheet debt of $1.9 billion, including an undrawn $400 million
revolving credit facility expiring in 2020, $500 million of senior
secured bonds due 2022, $1.25 billion of senior unsecured bonds,
and $480 million of preferred stock (includes accrued dividends),
which Fitch assigned 50% equity credit. AIO is the borrower for
the revolving credit facility as well as the senior secured notes,
whereas the senior unsecured notes are obligations of the parent,
Avon Products Inc. The revolving credit facility contains a
minimum interest coverage ratio and a maximum total leverage
ratio. Avon was in compliance with all covenants as of June 30,
2018.

Recovery Analysis: Fitch's recovery analysis assumes nearly $370
million of operating EBITDA on a going concern basis, which
reflects continued declines in Avon's key markets, deteriorating
margin due to competitive pressure and business model weakness.
The going concern EBITDA represents a 25% discount to EBITDA of
$490 million in 2017 and assumes a recovery multiple of 4x,
resulting in an estimated enterprise value (EV) of nearly $1.5
billion. The recovery multiple of 4x EV/EBITDA multiple is at the
low end of recent consumer products transactions, but considers
Avon's operating challenges, particularly top-line growth, and
greater relative risk profile due to its emerging market focus.

Avon International's senior secured revolver and senior secured
notes are expected to have outstanding recovery prospects (91% -
100%) and as such are rated 'BB+/RR1' with 100% recovery prospect.
The revolver and senior secured notes are secured by Avon
International Operations, Inc., a wholly owned subsidiary of Avon,
and are guaranteed by Avon. Avon's senior unsecured notes are
expected to have average recovery prospects (31% - 50%) and are
rated 'B+/RR4' with 36% recovery prospect.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Avon Products, Inc.

  -- Long-Term IDR at 'B+';

  -- Senior unsecured notes at 'B+/RR4'.

Avon International Operations, Inc.

  -- Long-Term IDR at 'B+';

  -- Senior secured revolver at 'BB+'/'RR1';

  -- Senior secured notes at 'BB+'/'RR1'.

The Rating Outlook has been revised to Stable from Negative.


JBS SA: Unit Sued Over Ground Beef in Salmonella Recall
-------------------------------------------------------
P.J. Huffstutter at Reuters report that a Kentucky woman is suing
the U.S. arm of Brazil's JBS SA, alleging she was hospitalized
after consuming ground beef produced by the company that was
tainted with Salmonella, according to a lawsuit filed in Arizona
state court.

The lawsuit comes one day after the U.S. Agriculture Department's
Food Safety and Inspection Service (FSIS) disclosed that JBS
Tolleson Inc. was voluntarily pulling 6.5 million pounds of ground
beef and other raw beef products that had been shipped to stores
across the country, according to Reuters.  JBS Tolleson is part of
JBS USA, the U.S. arm of the world's largest meatpacking company,
the report relays.

The report notes that the meat had been processed through JBS'
Arizona plant, the USDA said.  The agency later updated the volume
of beef products being recalled, to 6.9 million pounds, the report
relays.

The complaint, filed in Superior Court of the state of Arizona in
Maricopa County, said Dana Raab bought the JBS-produced ground
beef from Sam's Club in September and made meat loaf with some of
it before freezing the rest, the report relays.

Ms. Raab later fell ill, tested positive for Salmonella Newport,
and was hospitalized for five days due to severe dehydration and a
blocked bile duct, the complaint said, the report notes.

U.S. investigators have identified at least 57 people in 16 states
who have become ill due to consuming contaminated ground beef
products made from meat traced back to JBS, USDA said, the report
relays.

The USDA had alerted JBS Tolleson Inc's president Andre Noqueira
in 2017 that there were problems at the Arizona plant, according
to a USDA document and the Raab lawsuit, the report notes.
Federal inspectors in 2017 accused Noqueira of enabling
"egregious" and "inhumane" livestock practices, according to the
lawsuit, the report says.

Federal inspectors deferred taking action against the company,
according to the USDA document, the report adds.

As reported in the Troubled Company Reporter-Latin America on Oct.
15, 2018, S&P Global Ratings raised its global scale issuer credit
ratings on JBS S.A. (JBS) and JBS USA Lux S.A. to 'BB-' from 'B+'.
In addition, S&P raised its national scale rating on JBS to
'brAA+' from 'brAA'. S&P also raised the senior unsecured debt
ratings on JBS and JBS USA to 'BB-' from 'B+' and the senior
secured debt ratings on JBS USA to 'BB+' from 'BB'. The outlook on
the corporate credit ratings is positive.



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D O M I N I C A N   R E P U B L I C
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DOMINICAN REPUBLIC: China Envoy Says Agreements Are in the Offing
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Dominican Today reports that China ambassador, Zhang Run, said
that he works intensively with the Dominican Republic Government
to establish the institutional framework leading to the agreements
for both nations to sign.

In a ceremony to the flag to mark China's independence organized
by New Horizons School, the diplomat said the agreements will pave
the way for future cooperation and has been working on those
projects during the 50 days he's been on Dominican soil, according
to Dominican Today.

                              Ties

The report notes that Mr. Zhang said he has found a broad
consensus in the authorities, personalities from all sectors and
political forces in support of Beijing-Santo Domingo ties.

              First Official Activity in The Country

"I have been here for about 50 days and I have met with the
authorities, personalities of all sectors, and I am very happy
that I find a general consensus, broad cross section of all
sectors, of all political forces in support of the establishment
of the new relations between China and the Dominican Republic," he
said, the report relays.

The act to the flag, which was attended by the ambassador, is
Zhang's first official activity in which he participates as
China's envoy, the report adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2018, Fitch Ratings affirmed Dominican Republic's
Long-Term, Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.


DOMINICAN REPUBLIC: North Region's Revenue Lags
-----------------------------------------------
Dominican Today reports that the North Region's provinces (Cibao)
excel in production and creating jobs the country but revenues
lag, according to a Central Bank study.

The study notes that at March 2018, the North Region accounted for
34.6% of jobs in The Dominican Republic, or 1.5 million, according
to Dominican Today.

Although the report highlights the Cibao's economic strength, it
also shows that at June this year, tax revenues were only RD$16.8
billion, or 7.5% of the total government revenue in that period,
of RD$223.4 billion, Dominican Today relays.

Dominican Today cites that the good number of jobs but low revenue
could result from high informality, as most companies are in the
free zones and because the Central Bank excludes such companies
located in the North Region but that have a legal address
elsewhere.

The study also highlights that though revenue in the North Region
could be underestimated, it shows a RD$1.8 billion jump, or 12.2%
from January to June, compared to the same period in 2017,
Dominican Today adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2018, Fitch Ratings affirmed Dominican Republic's
Long-Term, Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.



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J A M A I C A
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JAMAICA: To Sign Concession Agreement for NMIA
----------------------------------------------
RJR News reports that a concession agreement is to be signed for
the operations of the Norman Manley International Airport.

It will be signed between the Government and the Mexican firm,
Grupo Aeroportuario del Pacifico (GAP), which was selected last
month by the Development Bank of Jamaica to manage the airport
under a public-private partnership.

The Prime Minister and the Minister of Transport will sign the
25-year concession agreement with GAP, RJR News cites.

The Mexican firm already has 74.5 per cent control of the Sangster
International Airport through consortium MBJ Airports in
partnership with Vantage Group of Canada.

During the concession period, GAP will be responsible for
operating Norman Manley International and improving the efficiency
of both landside and airside operations, RJR News relays.

It will also finance and complete the planned modernisation and
expansion as well as maintain and upgrade the airport's
facilities, the report adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 27, 2018, S&P Global Ratings revised its outlook on
Jamaica to positive from stable. At the same time, S&P Global
Ratings affirmed its 'B' long- and short-term foreign and local
currency sovereign credit ratings, and its 'B+' transfer and
convertibility assessment on the country.



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P A N A M A
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* PANAMA: Implements IMF's Enhanced Gen. Data Dissemination System
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Panama has implemented the recommendations of the International
Monetary Fund's (IMF) Enhanced General Data Dissemination System
(e-GDDS) by publishing critical data through the National Summary
Data Page (NSDP). The page aims to serve as a one-stop publication
vehicle for essential macroeconomic data on national accounts,
government operations and debt, monetary and financial sector, and
the balance of payments, among others. These data will be
disseminated in both human and machine-readable formats. The
e-GDDS was established by the IMF's Executive Board in May 2015 to
support improved data transparency, encourage statistical
development, and help create synergies between data dissemination
and surveillance.

The NSDP is posted on the National Institute of Statistics and
Census' website, utilizing the Statistical Data and Metadata
Exchange (SDMX), and is accessible on the IMF's Dissemination
Standards Bulletin Board, at http://dsbb.imf.org.The NSDP page
contains links to statistics published by official data producers,
namely the National Institute of Statistics and Census, the
Ministry of Economy and Finance, and Superintendency of Banks.

Publication of essential macroeconomic data through the NSDP will
provide national policy makers and domestic and international
stakeholders, including investors and rating agencies, with easy
access to information that the IMF's Executive Board has
identified as critical for monitoring economic conditions and
policies. Making this information easily accessible in both human
and machine-readable formats, and according to an Advance Release
Calendar, will allow all users to have simultaneous access to
timely data and will bring greater data transparency.

Louis Marc Ducharme, Chief Statistician and Data Officer, and
Director of the IMF's Statistics Department, welcomed this major
milestone in the country's statistical development. "I am
confident that the Republic of Panama will benefit from using the
e-GDDS as a framework for further development of its statistical
system."



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P U E R T O    R I C O
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J & M SALES: Oct. 26 Auction of Closing Stores Set
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Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized the Agency Agreement and
bidding procedures of J & M Sales, Inc., and its affiliated
debtors in connection with their store closing sales.

The Debtors are authorized to perform under the Agency Agreement,
including payment of the Bidding Protections, and the Transaction
with the Stalking Horse, the Bidding Procedures, Auction Notice,
and setting of the time, date and place of Sale Hearing, are
approved, and will apply with respect to the proposed Transaction.
The Debtors and Stalking Horse are authorized to take any and all
actions necessary or appropriate to implement the Agency Agreement
and each of the transactions contemplated thereby, including,
without limitation, issuing the Put Notice to the Stalking Horse.

The Bidding Procedures are approved, provided however, that the
Debtors are authorized to modify the dates and deadlines set forth
in the Bid Procedures as provided in the Limited Waiver and Second
Amendment to Debtor-In-Possession Credit Agreement.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Oct. 4, 2018 at 4:00 p.m. (ET)

     b. Initial Bid: With respect to a bid solely for all or a
portion of the Owned FF&E and Merchandise (i) provide for a
Guaranty Percentage of not less than 76% (as such amount may be
adjusted pursuant the formula set forth in Exhibit 3.1(b) of the
Agency Agreement); plus (ii) payment of an additional $750,000
(which amount represents the breakup fee payable to the Stalking
Horse minus the Put Fee).

     c. Deposit: 10%of the value of such Qualified Bidder's
Qualified Bid

     d. Auction: Oct. 26, 2018 at the offices of Pachulski Stang
Ziehl & Jones LLP, 919 North Market Street, 17th Floor Wilmington,
Delaware 19899-870

     e. Bid Increments:

          i. To the extent that there is more than one Qualified
Bid for solely the Merchandise and Owned FF&E Asset Classes, the
bidding at the Auction will continue in increments of at least
0.10% of the aggregate Cost Value of the Merchandise to the
Debtors at each store.

         ii. For each Asset Class other than bids for the
Merchandise and Owned FF&E, to the extent that there is more than
one Qualified Bid for a particular Asset Class, the Auction will
commence with bidding on such Asset Class at the amount equal to
the Highest or Best Asset Class Bid applicable to such Asset
Class.  Bidding on such Asset Class will initially commence at
least 2.5% of the amount of the Highest or Best Asset Class Bid
established for such Asset Class. Successive rounds of bidding
will be in increments of 2.5% over the amount of the prior bid,
unless modified by the Debtors, plus payment of any breakup fee or
expense reimbursement that may be payable in the event of a
stalking horse bidder for such Asset Class.

     f. Sale Hearing: Oct. 31, 2018 at 10:30 a.m. (ET)

     g. Closing: Nov. 2, 2018

     h. Break-up Fee: $750,000

A copy of the Agreement and the Bidding Procedures attached to the
Motion is available for free at:

        http://bankrupt.com/misc/J&M_Sales_521_Order.pdf

In the event that the Agency Agreement is not consummated with the
Stalking Horse because the Debtors elect as a consequence of the
Auction to terminate the Agency Agreement and pursue an
alternative higher or otherwise better transaction that results in
payment of the Senior Lenders and the Term Lenders in full in cash
at closing with respect to the Merchandise and Owned FF&E, the
Bidding Protections, will be paid to the Stalking Horse at the
closing of and from the proceeds of an Alternate Transaction as
set forth in section 17 of the Agency Agreement and the Order.

To the extent the Debtors select a bid, including as a going
concern bid for the acquisition of Assets that include Merchandise
and Owned FF&E for a minimum of at least 50 stores, from a party
other than the Stalking Horse for less than all of the Merchandise
or Owned FF&E as the Winning Asset Class Bid or Successful Bid
that results in payment in full of the Senior Lenders and Term
Lenders in cash at closing or the Senior Lenders consent to such
sale, the Court orders that: (i) the Debtors will be obligated to
pay the Stalking Horse, and the Stalking Horse will receive from
the Debtors payment of, the full amount of all Bidding
Protections, including the amount of the Stalking Horse's out-of-
pocket costs and expenses of signage and freight, on the closing
date of the Alternate Merch/FF&E Bid; (ii) such Bidding
Protections will be due to the Stalking Horse even if the Stalking
Horse consummates a transaction under a Remaining Merchandise and
FF&E Agreement with the Debtors, provided that if the Stalking
Horse consummates a transaction under a Remaining Merchandise and
FF&E Agreement, the Debtors will not be obligated to pay the
Stalking Horse out-of-pocket costs and expenses of signage and
freight only with respect to those stores subject to the
consummated Remaining Merchandise and FF&E Agreement; and (iii)
the Stalking Horse is not obligated to close under, and failure to
close will not be a breach of, the Agency Agreement for
Merchandise or Owned FF&E not subject to the Alternate Merch/FF&E
Bid, unless the Stalking Horse expressly agrees to be so obligated
in writing or on the record at the Auction.

The Debtors may, after consultation with the Committee and
Co-Administrative Agents, select a stalking horse for any Asset
Classes other than the assets that may be sold through the Agency
Agreement pursuant to an APA.  The Debtors are authorized to
designate prior to the Auction a stalking horse for the Other
Assets and to pay a breakup fee in an amount not to exceed 3% to
the Other Assets Stalking Horse, upon consultation with the
Committee and the Co-Administrative Agents, in the event the Court
approves the sale of the Other Asset to a Successful Bidder other
than the Other Assets Stalking Horse.  Neither the Debtors, the
Committee, the Co-Administrative Agents, nor any other party will
agree to pay any Qualified Bidder of an Alternate Transaction with
respect to Merchandise and Owned FF&E any break-up fee, topping
fee, bidding fee, or other consideration in exchange for bidding.

Moreover, no Qualified Bidder of an Alternate Transaction with
respect to Merchandise and Owned FF&E will be granted, entitled to
payment of, or receive, any break-up fee, topping fee, bidding
fee, or other consideration in exchange for bidding.

The Stalking Horse, any Successful Bidder with respect to the
assets that are the subject of the Agency Agreement, or the
landlord of each store that is the subject of the Agency Agreement
are authorized to enter into a side letter to govern the conduct
of any store closing sales at the applicable store and such Side
Letter Agreements will control over the Sale Guidelines and the
Order.

Any counterparty to an unexpired lease of non-residential real
property proposed to be sold or transferred at the Auction may bid
at or prior to the auction all or a portion of the applicable
undisputed cure amount, and will be deemed a Qualified Bidder.

The Auction Notice and Cure Notice are approved.  By no later than
Sept. 28, 2018, the Debtors will file and serve the Cure Notice to
the counterparties to any Assumed Contracts.  The Cure
Cost/Assignment Objection is Oct. 11, 2018 at 12:00 noon (ET).

The Landlords and their counsel are permitted to attend the
Auction.

Notwithstanding any applicability of Bankruptcy Rules 6004 and
6006 or otherwise, the terms and conditions of the Order will be
immediately effective and enforceable upon its entry.

The Stalking Horse's right to receive payment of the Bidding
Protections and reimbursement of costs from the proceeds of an
Alternate Transaction as provided in section 17 of the Agency
Agreement and the Order will be the sole and exclusive remedy of
the Stalking Horse in the event of termination of the Agency
Agreement.


NATIONAL STORES: Commences Closing Sales at 184 Remaining Stores
----------------------------------------------------------------
National Stores was set to begin a store closing sale at 184 of
its remaining locations on Friday, Oct. 12, 2018.

The store closing sales are being conducted by a joint venture
consisting of Hilco Merchant Resources, Gordon Brothers and SB360
Capital Partners. The specific stores that will be closing are
currently branded as Fallas and Factory 2-U stores across 12
states and Puerto Rico.

The store closing process is the result of the Chapter 11
Bankruptcy filing by National Stores, Inc. and certain of its
affiliates.  As part of the restructuring, management at the
retail chain has conducted a store rationalization process
resulting in the shutdown of these specific stores.

Shoppers were expected to find huge markdowns starting Friday,
October 12, at certain listed locations.  The entire store will
be on sale, with significant reductions of up to 30% off the
lowest ticketed prices.  Consumers can take advantage of
tremendous savings on a full selection of merchandise including
school uniforms & school supplies, backpacks & lunchboxes, apparel
& shoes for the whole family in a wide range of styles and sizes.
The sale will also feature great deals on home goods items along
with famous brand names in all departments.

A spokesperson for the joint venture said, "These stores are well
known in the local markets where they have served their
communities for years.  The sale provides an opportunity for
consumers to buy products at compelling discounts.  Consumers are
encouraged to shop early, stock up on school uniforms and get a
head start on holiday shopping while selections are best."

The full list of closing stores is available at:

                      https://is.gd/RoU465

                 About Hilco Merchant Resources

Hilco Merchant Resources -- http://www.hilcomerchantresources.com/
-- provides a wide range of analytical, advisory, asset
monetization, and capital investment services to help define and
execute a retailer's strategic initiatives.  Activities fall into
several principal categories including acquisitions; disposition
of underperforming stores; retail company or division wind downs;
event sales to convert unwanted assets into working capital;
facilitation of mergers and acquisitions; interim company,
division or store management teams; loss prevention; and, the
monetization of furniture, fixtures and equipment.  Hilco Merchant
Resources subsidiaries include the nation's premier fixture and
equipment liquidation firm, Hilco Fixture Finders
(www.hilcofixturefinders.com) as well as the popular online retail
and daily deal e-commerce company, Deal Genius, LLC
(www.dealgenius.com).  Hilco Merchant Resources is part of
Northbrook, Illinois based Hilco Global --
http://www.hilcoglobal.com-- one of the world's leading
authorities on maximizing the value of business assets by
delivering valuation, monetization and advisory solutions to an
international marketplace.

                     About Gordon Brothers

Since 1903, Gordon Brothers -- http://www.gordonbrothers.com/--
has helped lenders, operating executives, advisors, and investors
move forward through change.  The firm brings a powerful
combination of expertise and capital to clients, developing
customized solutions on an integrated or standalone basis across
four service areas: valuations, dispositions, operations, and
investments.  Whether to fuel growth or facilitate strategic
consolidation, Gordon Brothers partners with companies in the
retail, commercial, and industrial sectors to put assets to their
highest and best use.  Gordon Brothers conducts more than $70
billion worth of dispositions and appraisals annually.  Gordon
Brothers is headquartered in Boston, with 25 offices across five
continents.

                 About SB360 Capital Partners

SB360 Capital Partners, LLC -- http://www.sb360.com/-- a
Schottenstein Affiliate, helps businesses manage change,
restructure assets, and turn around dwindling profitability.
SB360's equity investments in retail, wholesale, and consumer
product companies, fund turnarounds and infuse capital for growth
opportunities.  Other acquisitions provide liquidity to businesses
experiencing change. SB360 acquires assets of all types including
inventory, fixed assets, intellectual property, real estate, and
complete business units.  Asset disposition services range from
guaranteed asset value recovery to acting as a liquidation
consultant.  The firm also has entities engaged in real estate
advisory, commercial real estate investment, and the operation of
the SBC Logistics Asset Recovery Center in Columbus.  A lending
affiliate, Second Avenue Capital Partners, provides asset-based
loans for middle market companies.  The principals of SB360 hold
extensive commercial interests in national retail and wholesale
operations; internationally recognized consumer brands;
commercial, residential, and industrial real estate properties;
and financial service operations.

                     About National Stores

National Stores is a 344-store chain in 22 U.S. states and Puerto
Rico.  National Stores currently does business as Fallas, Fallas
Paredes, Fallas Discount Stores, Factory 2-U, Anna's Linen's by
Fallas, and Falas (spelled with single "l" in Puerto Rico).
Fallas, which emplolys 9,800 people, is a discount retailer
offering value-priced merchandise, including apparel, bedding and
household supplies.  The brands of National Stores are located in
retail plazas, specialty centers, and downtown areas to serve the
communities its customers and staff members call home.

National Stores, Inc., and its affiliates sought Chapter 11
protection and Aug. 6, 2018, and announced that Hilco Merchant
Resources, LLC, is conducting going-out-of-business sales for 74
stores.  The lead case is In re J & M Sales Inc. (Bankr. D. Del.
Lead Case No. 18-11801).  J & M Sales estimated assets and debt of
$100 million to $500 million as of the bankruptcy filing.

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Katten Muchin Rosenman LLP as general
bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as
bankruptcy co-counsel; Retail Consulting Services, Inc. as real
estate advisor; Imperial Capital, LLC as investment banker; and
Prime Clerk LLC as the claims and noticing agent.
SierraConstellation Partners, LLC is providing personnel to serve
as chief restructuring officer and support staff.

On Aug. 16, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in the Debtors' cases.
The Committee tapped Fox Rothschild LLP and Cooley LLP as its
legal counsel; and Province as its financial advisor.


SEARS HOLDINGS: Collapses into Chapter 11 Bankruptcy
----------------------------------------------------
Sears Holdings Corporation and its subsidiaries on Oct. 15, 2018,
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York.

The iconic retailer said in a statement that it expects to move
through the restructuring process as expeditiously as possible and
is committed to pursuing a plan of reorganization in the very near
term as it continues negotiations with major stakeholders.

Sears Holdings has received commitments for $300 million in senior
priming debtor-in-possession ("DIP") financing from its senior
secured asset-based revolving lenders and is negotiating a $300
million subordinated DIP financing with ESL Investments, Inc.
("ESL").  ESL is the Company's largest stockholder and creditor,
and Edward S. Lampert is ESL's Chairman and Chief Executive
Officer.  Subject to Court approval, the DIP financing is expected
to improve the Company's financial position immediately and
support its operations during the financial restructuring process.

Sears Holdings has filed a number of customary motions with the
Court seeking authorization to support its operations during the
restructuring process and ensure a smooth transition into Chapter
11.  The Company intends to continue payment of employee wages and
benefits, honor member programs, and pay vendors and suppliers in
the ordinary course for all goods and services provided on or
after the filing date.

The Company's Sears and Kmart stores and its online and mobile
platforms are open and continue to offer a full range of products
and services to members and customers.  Holdings' services and
brand businesses will also continue to operate as usual.
Customers should expect Holdings' loyalty programs, including the
Shop Your Way membership program, and the Sears and private label
credit card rewards programs, to continue as normal.  The Company
is committed to working with its vendors and other partners to
help maintain inventory levels and ensure timely product delivery.

"Over the last several years, we have worked hard to transform our
business and unlock the value of our assets," said Edward S.
Lampert, Chairman of Sears Holdings. "While we have made progress,
the plan has yet to deliver the results we have desired, and
addressing the Company's immediate liquidity needs has impacted
our efforts to become a profitable and more competitive retailer.
The Chapter 11 process will give Sears Holdings the flexibility to
strengthen its balance sheet, enabling the Company to accelerate
its strategic transformation, continue right sizing its operating
model, and return to profitability. Our goal is to achieve a
comprehensive restructuring as efficiently as possible, working
closely with our creditors and other debtholders, and be better
positioned to execute on our strategy and key priorities."

Mr. Lampert continued, "As we look toward the holiday season,
Sears and Kmart stores remain open for business and our dedicated
associates look forward to serving our members and customers. We
thank our vendors for their continuing support through the
upcoming season and beyond. We also thank our associates for their
hard work and commitment to providing millions of Americans with
value and convenience."

                   Another 142 Stores to Be Closed

Sears Holdings intends to reorganize around a smaller store
platform of EBITDA-positive stores.  The Company believes that a
successful reorganization will save the Company and the jobs of
tens of thousands of store associates.  Sears Holdings is
currently in discussions with ESL regarding a stalking-horse bid
for the purchase of a large portion of the Company's store base.
There can be no assurance that any transaction will be consummated
or on what terms any transaction may occur.  Additionally,
Holdings expects to market and sell certain of the Company's
assets over the coming months.

Sears Holdings will also close 142 unprofitable stores near the
end of the year.  Liquidation sales at these stores are expected
to begin shortly.  This is in addition to the previously announced
closure of 46 unprofitable stores that is expected to be completed
by November 2018.

The liquidation of assets at the 142 stores is expected to yield
approximately $42 million in net proceeds, which will be used to
pay down the DIP ABL Facility and fund the chapter 11 cases.

                         Liquidity Issues

The Chapter 11 cases, among other things, will provide the Debtors
a much-needed reprieve from their short-term liquidity issues.

The Debtors' prepetition senior secured asset-based revolving
lenders (the "Senior Lenders") have agreed to support the Debtors'
operations by providing up to $1.83 billion senior secured
superpriority priming debtor in possession asset-based credit
facility (the "DIP ABL Facility"), with $300 million of new
incremental capacity.  In addition to the DIP ABL Facility, the
Debtors intend to solicit, and have made substantial progress on a
term sheet for, a $300 million junior debtor in possession term
loan.  The Debtors and their advisors carefully analyzed the
Debtors' financial needs during the Chapter 11 cases and
determined that the proposed DIP Financing, in combination with
the proceeds of contemplated going-out-of-business sales, should
adequately address the Debtors' liquidity needs.

Time is of the essence in the Chapter 11 cases.  The Debtors
currently burn a significant amount of cash -- approximately $125
million per month -- in the course of operating their business.

The Debtors hope that the Company will emerge from these Chapter
11 Cases, whether pursuant to a chapter 11 plan of reorganization
or a successful sale process, as a streamlined -- and profitable
-- version of itself.  To succeed, however, the Debtors need the
cooperation of their stakeholders to reach agreement on a chapter
11 plan and to exit chapter 11 as quickly and efficiently as
possible, thereby minimizing both the negative impact on the
Debtors' business and the costs of administering the Chapter 11
cases.

A copy of the affidavit in support of the first day motions is
available at:

     http://bankrupt.com/misc/Sears_3_1st_Day_Affidavit.pdf

                    About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Frares &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.

                       About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Frares &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


SEARS HOLDINGS: Edward Lampert Steps Down as CEO
-------------------------------------------------
Eddie Lampert, Sears' largest shareholder and lender, announced
together with the retailer's bankruptcy filing that he's stepping
down as CEO effective immediately.

Mr. Lampert, whose hedge fund ESL Investments Inc. is Sears'
biggest shareholder, has been working for years to keep Sears
afloat.  Sears' bankruptcy filing comes more than a decade after
Mr. Lampert merged Sears and Kmart, hoping that combining the two
struggling retailers would create a more formidable competitor.

The 126-year-old retailer said Oct. 15, 2018, it has enacted a
series of leadership and board changes in support of the continued
transformation and restructuring process:

   1. CEO Transition,
   2. Formation of Restructuring Committee,
   3. Appointment of Chief Restructuring Officer, and
   4. Addition of New Independent Director.

                          CEO Transition

Edward S. Lampert has stepped down from his role as Chief
Executive Officer of the Company, effective immediately.  He will
remain Chairman of the Board.  The Company's Board has created an
Office of the CEO, which will be responsible for managing the
Company's day-to-day operations during this process.

The Office of the CEO will be composed of Robert A. Riecker, Chief
Financial Officer; Leena Munjal, Chief Digital Officer, Customer
Experience and Integrated Retail; and Gregory Ladley, President of
Apparel and Footwear.

Mr. Riecker was appointed to his current position in April 2017,
and had served as Controller and Head of Capital Markets
Activities since October 2016.  He joined the Company as Assistant
Controller in October 2005 and served as Vice President and
Assistant Controller from May 2007 to October 2011.  From October
2011 until his election as Vice President, Controller and Chief
Accounting Officer in January 2012, he served as the Company's
Vice President, Internal Audit.

Ms. Munjal was appointed to her current position in January 2018.
She previously served as Senior Vice President, Customer
Experience and Integrated Retail, since October 2012.  She was
appointed as Divisional Vice President, Integrated Retail and
Member Experience, in July 2011 and was promoted to Vice President
in June 2012.  From October 2009 to June 2011, she served as
Divisional Vice President, and Chief of Staff, Office of the
Chairman, and served as Chief of Staff, Office of the CEO, from
November 2007 to November 2009.  Ms. Munjal joined the Company as
Director, Information Technology, in March 2003.

Mr. Ladley was appointed to his current position in February 2018.
He previously served as President, Apparel since joining the
Company in October 2017. Prior to joining the Company, Mr. Ladley
served as Senior Vice President, Luxury Brands Global Strategy, at
Ralph Lauren.

                     Restructuring Committee

The Board has formed a special committee that will oversee the
restructuring process and have decision making authority with
respect to transactions involving affiliated parties.  The
Restructuring Committee consists solely of independent directors
and includes Alan J. Carr, Paul G. DePodesta, Ann N. Reese and
William L. Transier.  Each member of the Restructuring Committee
will receive a fee of $25,000 per month for his or her service on
the Restructuring Committee.

                   Chief Restructuring Officer

Mohsin Y. Meghji, Managing Partner of M-III Partners, has been
appointed Chief Restructuring Officer.  Meghji is a nationally
recognized U.S. turnaround professional with a track record of
revitalizing companies experiencing financial, operational or
strategic transitions to maximize value for stakeholders.  He has
joined the Company's senior management team and will help lead the
Company's restructuring efforts, reporting to the Restructuring
Committee.

The services of Mr. Meghji and other M-III personnel are being
provided pursuant to an engagement letter between the Company and
M-III. Mr. Meghji will not receive any compensation directly from
the Company.

                  New Independent Directors

William L. Transier, Chief Executive Officer of Transier Advisors
LLC, has joined Holdings' Board as an independent director.  Mr.
Transier will hold office until the 2019 annual meeting of
stockholders of the Company, or until his successor is duly
elected and qualified.

In addition to his leadership roles at public companies, Transier
has extensive restructuring experience involving companies with
complex capital structures and has served on special committees of
independent directors responsible for overseeing restructuring
processes.

This appointment follows the recent addition of Alan J. Carr to
the Board.

                     About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Frares &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


SEARS HOLDINGS: Has Dec. 15 Deadline for Going-Concern Bids
-----------------------------------------------------------
Sears Holdings Corp., et al., which have 687 Sears and Kmart
stores, says that it will pursue a going-concern sale process for
their remaining stores after the closure of 46 unprofitable stores
by November 2018, and 142 more unprofitable stores by the end of
the year.

The Debtors said in a filing with the Securities and Exchange
Commission that they have set a deadline of Dec. 15, 2018, to
obtain and find acceptable a non-contingent and fully-financed
stalking horse bid for the sale of these stores that is reasonably
acceptable to the DIP ABL Lenders.  If no such bid (or financing)
is achieved by Dec. 15, 2018, the DIP ABL Lenders may direct the
loan parties to sell or liquidate these assets and other
collateral in order to maximize value for the Debtors' estates.

Robert A. Riecker, CFO of Sears Holdings, said in a court filing,
"The Debtors believe that there is a viable path forward for a
reorganization around a smaller footprint of profitable stores.
Approximately 400 of the Debtors' stores are four-wall EBITDA
positive (before any lease concessions) -- the Debtors intend to
sell these and other viable stores, or a substantial portion
thereof, as a going concern pursuant to Section 363 of the
Bankruptcy Code.  A successful sale of these viable stores as a
going concern not only will save Sears and Kmart, but also the
jobs of the tens of thousands of employees that depend on the
continued operation of such stores.  The Debtors are in
discussions with ESL regarding a stalking-horse bid for the
purchase of the Company's viable store base, which would be a
right-sized version of the Company that would be operated as a
going concern. Additionally, the Debtors expect to market and sell
certain of the Company's non-core assets, such as intellectual
property and specialty businesses, to help finance the Chapter 11
Cases and maximize value.  The Debtors have moved those
discussions within the confines of the Chapter 11 Cases to provide
all of the Company's stakeholders, as well as the Court, with the
opportunity to evaluate the wisdom of those transactions.
Unfortunately, the Debtors must close 142 stores that operate at
significant losses at the outset of these Chapter 11 Cases and
conduct going-out-of-business sales with respect to those stores
as efficiently as possible to access much-needed liquidity,
eliminate the associated cash burn, and take advantage of the
winter holiday season.  As these Chapter 11 Cases progress, the
Debtors will continue to evaluate their remaining stores."

                    About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Frares &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


SEARS HOLDINGS: Rejecting Leases for 217 Dark Store Locations
-------------------------------------------------------------
Sears Holdings Corp., et al.'s first day motions include a request
for authority to reject leases at 217 locations, nearly all of
which are "dark store" locations at which the Debtors have already
ceased ongoing operations.

In almost all instances, the Debtors have already physically
vacated the properties and, have sent the keys and/or codes to the
premises and a notice of surrender to the landlords.

The Debtors also request that the deadline to file a proof of
claim with respect to any claim for damages arising from the
rejection of a lease be the date fixed by the Court as the
deadline to file other general unsecured proofs of claim.

The Debtors are expected to file additional motions seeking relief
from the Bankruptcy Court to reject other leases and contracts.

Sears has already filed a motion to commence "going out of
business sales" at 142 unprofitable stores that the Company
expects to close near the end of the year.  This is in addition to
the previously-announced closure of 46 unprofitable stores that is
expected to be completed by November 2018.

A copy of the motion, including a list of the subject leases, is
available at:

   http://bankrupt.com/misc/Sears_25_M_Reject_217_Leases.pdf

                    About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Frares &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


SEARS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Fifty affiliated companies that have filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                        Case No.
    ------                                        --------
    Sears Holdings Corporation (Lead Case)        18-23538
       fka A&E Factory Service
       fka Accents for Less
       fka Appliance Liquidators
       fka American Siding & Deck, Inc.
       fka American Windows & Sash, Inc.
    3333 Beverly Road
    Hoffman Estates, IL 60179

    Sears, Roebuck and Co.                        18-23537
    Kmart Holding Corporation                     18-23539
    Kmart Operations LLC                          18-23540
    Sears Operations LLC                          18-23541
    ServiceLive, Inc.                             18-23542
    A&E Factory Service, LLC                      18-23543
    A&E Home Delivery, LLC                        18-23544
    A&E Lawn & Garden, LLC                        18-23545
    A&E Signature Service, LLC                    18-23546
    FBA Holdings Inc.                             18-23547
    Innovel Solutions, Inc.                       18-23548
    Kmart Corporation                             18-23549
    MaxServ, Inc.                                 18-23550
    Private Brands, Ltd.                          18-23551
    Sears Development Co.                         18-23552
    Sears Holdings Management Corporation         18-23553
    Sears Home & Business Franchises, Inc.        18-23554
    Sears Home Improvement Products, Inc.         18-23555
    Sears Insurance Services, L.L.C.              18-23556
    Sears Procurement Services, Inc.              18-23557
    Sears Protection Company                      18-23558
    Sears Protection Company (PR) Inc.            18-23559
    Sears Roebuck Acceptance Corp.                18-23560
    Sears, Roebuck de Puerto Rico, Inc.           18-23561
    SYW Relay LLC                                 18-23562
    Wally Labs LLC                                18-23563
    Big Beaver of Florida Development, LLC        18-23564
    California Builder Appliances, Inc.           18-23565
    Florida Builder Appliances, Inc.              18-23566
    KBL Holding Inc.                              18-23567
    KLC, Inc.                                     18-23568
    Sears Protection Company (Florida), L.L.C.    18-23569
    Kmart of Washington LLC                       18-23570
    Kmart Stores of Illinois LLC                  18-23571
    Kmart Stores of Texas LLC                     18-23572
    MyGofer LLC                                   18-23573
    Sears Brands Business Unit Corporation        18-23574
    Sears Holdings Publishing Company, LLC        18-23575
    Kmart of Michigan, Inc.                       18-23576
    SHC Desert Springs, LLC                       18-23577
    SOE, Inc.                                     18-23578
    StarWest, LLC                                 18-23579
    STI Merchandising, Inc.                       18-23580
    Troy Coolidge No. 13, LLC                     18-23581
    BlueLight.com, Inc.                           18-23582
    Sears Brands, L.L.C.                          18-23583
    Sears Buying Services, Inc.                   18-23584
    Kmart.com LLC                                 18-23585
    Sears Brands Management Corporation           18-23586

Business Description: Sears Holdings Corporation --
                      http://searsholdings.com-- is an integrated
                      retailer with significant physical and
                      intangible assets, as well as virtual
                      capabilities enabled through technology.  At
                      Aug. 4, 2018, Holdings operated a national
                      network of stores with 866 full-line and
                      specialty retail stores in the United
                      States operating through Kmart and Sears.
                      Further, Holdings operates a number of
                      websites under the sears.com and
                      kmart.com banners which offer millions of
                      products and provide the capability for its
                      members and customers to engage in cross-
                      channel transactions such as free store
                      pickup; buy in store/ship to home; and buy
                      online, return in store.  Holdings is also
                      the home of Shop Your Way, a free membership
                      program that connects its members to
                      personalized products, programs and partners
                      that help them save time and money every
                      day.  Holdings offers key proprietary brands
                      including Kenmore and DieHard, as well as
                      Craftsman branded product offerings.
                      Holdings' Kenmore and DieHard brands are
                      also now available on Amazon.com.  Holdings
                      also maintains a broad apparel and home
                      offering including such well-known labels as
                      Jaclyn Smith, Joe Boxer, Route 66, Cannon,
                      Adam Levine and Levi's and also offers
                      Lands' End merchandise in some of its Full-
                      line stores.  Sears Holdings was formed in
                      2004 as a Delaware corporation in connection
                      with the Sears-Kmart Merger and serves as
                      the Company's parent entity.  The Company
                      employs approximately 68,000 individuals, of
                      whom approximately 32,000 are full-time
                      employees and approximately 36,000 are part-
                      time employees.  Sears Holdings' principal
                      place of business is in Hoffman Estates,
                      Illinois.

Chapter 11 Petition Date: October 15, 2018

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Hon. Robert D. Drain

Debtors' Counsel: Ray C. Schrock, P.C.
                  Garrett A. Fail, Esq.
                  Jacqueline Marcus, Esq.
                  Sunny Singh, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8000
                  Fax: 212-310-8007
                  Email: ray.schrock@weil.com
                         garrett.fail@weil.com
                         jacqueline.marcus@weil.com
                         sunny.singh@weil.com

Debtors'
Restructuring
Advisor:          Colin M. Adams
                  Brian Griffith
                  M-III PARTNERS, LP
                  130 West 42nd Street, 17th Floor
                  New York, NY 10036
                  Tel: 212-716-1491
                  Fax: 212-531-4532
                  Email: cadams@miiipartners.com
                         bgriffith@miiipartners.com

Debtors'
Investment
Banker:           LAZARD FRERES & COMPANY
                  30 Rockefeller Plaza,
                  New York, NY 10112

Debtors'
Real Estate
Advisor:          DLA PIPER LLP
                  500 Eighth Street, NW,
                  Washington, DC 20004

Debtors'
Claims,
Noticing
& Solicitation
Agent:            PRIME CLERK
                  830 Third Avenue, 9th Floor, New
                  York, NY 10022
                  https://restructuring.primeclerk.com/sears

Total Assets as of August 4, 2018: $6.937 billion

Total Debts as of August 4, 2018: $11.339 billion

The petition was signed by Mohsin Y. Meghji, chief restructuring
officer.

A full-text copy of Sears Holdings' petition is available for free
at http://bankrupt.com/misc/nysb18-23538.pdf

List of Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
The Pension Benefit Guaranty      Pension Benefits         Unknown
Corporation
Attn.: Office of the Chief Counsel
1200 K Street, N.W., Suite 300
Washington District of Columbia 20005
Tel: 202-326-4110
Fax: 202-326-4114

SRAC Medium Term Notes                Unsecured     $2,311,800,000
c/o BNY Midwest Trust Company           Notes
Attn.: President or General Counsel
101 Barclay St., Floor 8W,
New York, New York 10286
Tel: 312-294-5200
Fax: (781) 575-4210

Holdings Unsecured Notes (8.00%)       Unsecured      $411,000,000
c/o Computershare Trust Company, N.A.    Notes
Attn.: President or General Counsel
250 Royal Street
Canton, Massachusetts 02021
Tel: 781-575-2000
Fax: 781-575-4210

Holdings Unsecured PIK Notes (8.00%)   Unsecured      $222,600,000
c/o Computershare Trust Company, N.A.    Notes
Attn.: President or General Counsel
250 Royal Street
Canton, Massachusetts 02021
Tel: 781-575-2000
Fax: 781-575-4210

SRAC Unsecured Notes                   Unsecured      $185,600,000
c/o The Chase Manhattan Bank, N.A.       Notes
Attn.: Corporate Trust Department
4 Chase MetroTech Center, 3rd Floor
Brooklyn, New York 11245

SRAC Unsecured PIK Notes               Unsecured      $107,900,000
c/o BNY Midwest Trust Company            Notes
Attn.: President or General Counsel
101 Barclay Street, Floor 8W
New York, New York 10286
Tel: 312-294-5200

Whirlpool Corporation                  Trade Payable   $23,409,729
Attn.: President or General Counsel
2000 North M-63
Benton Harbor, Michigan 49022
Tel: 269-923-5000
Fax: 269-923-3722

Frigidaire Company                     Trade Payable   $18,617,186
c/o Electrolux
Attn.: President or General Counsel
P.O. Box 2638
Carol Stream, Illinois 60132-2638
Tel: 786-388-6400

Winia Daewoo Electronics America       Trade Payable   $15,180,156
Attn.: President or General Counsel
65 Challenger Road, Suite 360
Ridgefield Park, New Jersey 07660
Tel: 877-393-7823

Cardinal Health                        Trade Payable   $13,877,913
Attn.: President or General Counsel
7000 Cardinal Place
Dublin, Ohio 43017
Tel: 614-757-5000

Icon Health and Fitness Inc.           Trade Payable   $12,102,200
Attn.: President or General Counsel
1500 South 1000 West
Logan, Utah 84321
Tel: 877-993-7999
Fax: 435-750-5238

HK Greatstar Int'l Co. Ltd.            Trade Payable   $10,354,683
Attn.: President or General Counsel
Rm 35, 4/F., Po Yip Building
23 Hing Yip Street, Kwun Tong,
Kowloon, Hong Kong
Tel: 852 2110 4002
Fax: 852 3585 6687

Samsung Electronics America HA         Trade Payable    $8,054,247
Attn.: President or General Counsel
85 Challenger Road, 7th Floor
Ridgefield Park, New Jersey 07660
Tel: 201-229-4000
Fax: 201-229-4029

Apex Tool International LLC            Trade Payable    $6,605,582
Attn.: President or General Counsel
910 Ridgebrook Road, Suite 200
Sparks, Maryland 21152
Tel: 410-773-7800
Fax: 800-234-0472

Black & Decker US Inc.                 Trade Payable    $5,893,734
c/o Stanley Black & Decker
Attn.: President or General Counsel
1000 Stanley Drive
New Britain, Connecticut 06053

Eastern Prime Textile Limited          Trade Payable    $5,761,992
Attn.: President or General Counsel
Unit F10/F, King Win FTY Building
No. 65-67 King Yip Street, Kwun Tong,
Kowloon, Hong Kong
Tel: 852 21918293
Fax: 852 27939353

Winners Industry Company Limited       Trade Payable    $5,359,201
Attn.: President or General Counsel
Unit A, Wah Lung Building
49-53 Wang Lung Street,Tsuen wan,
New Territories, Hong Kong
Tel: 86 769 83213199
Fax: 86 769 83213177

Tata Consultancy Services Ltd.         Trade Payable    $5,333,545
Attn.: President or General Counsel
379 Thornal Street, 4th Floor
Edison, New Jersey 08837
Tel: 732-590-2600

Active Media Services Inc.             Trade Payable    $5,192,874
Attn.: President or General Counsel
1 Blue Hill Plaza
Pearl River, New York 10965
Tel: 845-735-1700
Fax: 845-735-0717

Automotive Rentals Inc.                Trade Payable    $4,830,313
Attn.: President or General Counsel
4001 Leadenhall Road
Mount Laurel, New Jersey 08054-4611

                    About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Frares &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


                            ***********


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