SEARS HOLDINGS CORPORATION, Et Al
UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In re: SEARS HOLDINGS CORPORATION, et al., Debtors. MOAC MALL HOLDINGS LLC, Appellant, No. 19 Civ. 09140 (CM) -against- TRANSFORM HOLDCO LLC and SEARS HOLDINGS CORPORATION, et al. Appellees. DECISION ON APPEAL McMahon, C.J.: Sears (f/k/a Sears, Roebuck and Co., collectively with Sears Holdings Corporation and its affiliated debtors, the “Debtors”), the iconic American retailer, is once again bankrupt. The instant appeal is taken from an order issued by The Hon. Robert Drain, U.S.B.J., approving the assignment and assumption of Sears’ lease at the equally iconic (if considerably newer) Minneapolis shopping mall cum amusement and entertainment venue known as the Mall of America. The approved assignor is not a business establishment – not a retail store, not a restaurant, not a hotel, not an amusement venue, not a waterpark (reputed to be the latest addition to the Mall of America’s ever-lengthening list of very un-shopping-mall-like tenants). Rather, it is an entity known as Transform Leaseco LLC (“Transform Leaseco”), an affiliate and wholly owned 1 subsidiary of Transform Holdco LLC (collectively, “Transform”). Transform was formed and is headed by Sears’ final CEO, Eddie Lampert, and several other former Sears executives. Transform’s goal is to gain control of substantially all of Sears’ assets, including Sears’ many real estate holdings, through Sears’ bankruptcy proceedings. In this it has been largely successful; Transform provisionally acquired 660 Sears leases in a sale order entered by the Bankruptcy Court, 659 of which the court has approved for assignment to Transform.
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