Sears Roebuck Acceptance Corp.

The Sears Roebuck Acceptance Corp. Oral Argument before the External Review panel was held on December 19, 2019 in New York City. A video recording of the Oral Argument is now available on the Credit Derivatives Determinations Committees website.

December 21, 2018 Sears External Review Panel Decision

Sears External Review Reviewable Question

Event Publicly Available Information:

Court Filing
Court Filing


Deliverable Obligations	Final List Submission of Potential Deliverable Obligations and Challenges

External Review	December 21, 2018 Sears External Review Panel Decision Sears External Review Reviewable Question The following Briefs were submitted by 11:59 pm EST on Wednesday, December 12, 2018 in connection with the Sears Roebuck Acceptance Corp. External Review process: Brief in support of the “No” answer to the Reviewable Question submitted by the Advocate for the “No” Position Brief in support of the "Yes” answer to the Reviewable Question submitted by the Advocate for the “Yes” Position Brief in support of the "Yes” answer to the Reviewable Question submitted by ISDA Members The following PowerPoint presentations were submitted by the respective Advocates in connection with the Sears Roebuck Acceptance Corp. External Review process: Slides in support of the “No” answer to the Reviewable Question submitted by the Advocate for the “No” Position Slides in support of the “Yes” answer to the Reviewable Question submitted by the Advocate for the “Yes” Position

List of Participating Bidders	List of Participating Bidders

Final Auction Settlement Terms	Final Auction Settlement Terms for Sears Roebuck Acceptance Corp.

Auction Timeline	Common Event Determination Date: October 15, 2018 Auction Date: January 17, 2019 Auction Settlement Date: January 23, 2019

Upcoming DC Meetings
This Event
- No meetings scheduled
All Meetings
- No upcoming meetings
Additional Information

Issue Number:

2018101502

Submitted by:

General Interest Question

Category:

Credit Event

Coverage Election:

2014 and 2003 Definitions

Status:

Closed

Outcome:

Question Decided
Procedural History
- Closed
  
  4/10/2019 02:50pm EDT
- Final Auction Terms Published
  
  Final Auction Settlement Terms for Sears Roebuck Acceptance Corp.
  1/15/2019 12:40pm EST
- List of Participating Bidders Published
  
  List of Participating Bidders
  1/15/2019 12:15pm EST
- Ongoing
  
  DC Decision January 14, 2019
  1/14/2019 04:50pm EST
- Draft Auction Terms Published
  
  Auction in respect of 2014 Transactions and Updated 2003 Transactions
  DRAFT FORM - 2019 Sears Roebuck Acceptance Corp. Credit Derivatives Auction Settlement Terms
  Blackline of the draft form 2019 Sears Roebuck Acceptance Corp. Credit Derivatives Auction Settlement Terms against the Auction Settlement Terms for Nine West Holdings, Inc.
  Blackline of the draft form 2019 Sears Roebuck Acceptance Corp. Credit Derivatives Auction Settlement Terms against the Auction Settlement Terms for Astaldi S.p.A
  DC Decision January 9, 2019
  Americas DC Statement January 9, 2019:
  The Americas DC agreed to publish a draft form of the 2019 Sears Roebuck Acceptance Corp. Credit Derivatives Auction Settlement Terms today, January 9, 2019. Eligible Market Participants should note that the public comment period will end at 5:00p.m. New York time on Friday January 11, 2019.
  1/09/2019 05:00pm EST
- Final List Published
  
  Final List
  1/08/2019 03:50pm EST
- Auction Information Published
  
  DC Decision January 7, 2019
  1/07/2019 01:05pm EST
- Ongoing
  
  12/21/2018 04:20pm EST
- External Review
  
  December 21, 2018 Sears External Review Panel Decision
  12/21/2018 04:20pm EST
- External Review
  
  December 19, 2018 Sears External Review Panel Decision
  The External Review panel for Sears has made the following announcement:
  “The External Review Panel of the U.S. Determinations Committee, in accordance with the timetable provided in the DC Rules as extended by a vote of the Committee, are announcing our unanimous decision that “Yes” is the better answer to the Reviewable Question. We plan to set out the principal reasons for that decision and certain facts and assumptions upon which it was based prior to 5pm EST on Friday, December 21, 2018.”
  12/19/2018 04:55pm EST
- Written Materials published
  
  The following Briefs were submitted by Wednesday, December 12, 2018 in connection with the Sears Roebuck Acceptance Corp. External Review Process:
  Brief in support of the “No” answer to the Reviewable Question submitted by the Advocate for the “No” Position
  Brief in support of the "Yes” answer to the Reviewable Question submitted by the Advocate for the “Yes” Position
  Brief in support of the "Yes” answer to the Reviewable Question submitted by ISDA Members
  12/13/2018 09:20am EST
- External Review
  
  DC Decision December 6, 2018
  DC Statement December 6, 2018
  The External Review Administrative Meeting was held today, December 6, 2018 during which the External Reviewers met with the Advocates to discuss the External Review process. Following the discussions, the DC agreed (i) to extend the deadline to hold the Oral Argument until Wednesday, December 19, 2018 and (ii) to extend the External Review Decision Deadline until 5pm EST on Friday, December 21, 2018.
  The Submission Deadline for the Written Materials was confirmed as 11:59pm on Wednesday, December 12, 2018. Eligible Market Participants wishing to submit Written Materials should submit these to the DC Secretary by email by this deadline, noting the requirements set out in 4.5(c) (Written Materials) of the DC Rules.
  The Oral Argument will be heard at 11am EST on Wednesday, December 19, 2018 and the External Reviewers will publish their decision by 5pm EST on Friday, December 21, 2018.
  Kramer Levin Naftalis & Frankel LLP will be acting as the External Review Advocate representing the “Yes” position to the Reviewable Question and Linklaters LLP will be acting as the External Review Advocate representing the “No” position to the Reviewable Question.
  The DC will reconvene following publication of the External Review decision to finalize the Auction Date but it is not expected to be held before Monday, January 7, 2019.
  12/06/2018 06:00pm EST
- External Review
  
  DC Decision November 30, 2018
  DC Statement November 30, 2018
  The DC Resolved to select Andy Brindle and Charles Whitehead as External Reviewers. In addition, the DC Secretary randomly selected Jeffrey Golden as an External Reviewer, and Don Thompson and Athanassios Diplas as first and second alternates respectively, in accordance with the DC Rules.
  The DC also agreed on the form of the Reviewable Question and will convene again at 4pm EST on Monday, December 3, 2018 to continue discussions with respect to the External Review process.
  11/30/2018 05:10pm EST
- External Review
  
  DC Statement November 29, 2018
  The DC met on November 26, 27 and 29, 2018 to continue discussions with respect to the External Review process.
  The DC Resolved on November 29, 2018 to elect Don Thompson as an External Review Pool Member for the Americas.
  The DC agreed to reconvene on Friday, November 30 at 3pm EST to continue discussions.
  11/29/2018 05:45pm EST
- External Review
  
  Americas DC Statement November 20, 2018
  The Americas DC voted to resolve the outstanding challenge to the obligations on the Supplemental List and agreed to reconvene at 9am EST on Monday, November 26, 2018 to continue discussions with respect to the External Review process.
  11/20/2018 05:35pm EST
- External Review
  
  DC Decision November 20, 2018
  11/20/2018 05:25pm EST
- External Review
  
  Americas DC Statement November 19, 2018
  The Americas DC met to discuss the challenge to Obligations 6-37 of the list below and agreed to reconvene to continue discussions at 3pm EST today, November 20, 2018.
  Sears Roebuck Acceptance Corp. Auction - list of obligations subject to challenge
  11/20/2018 04:10pm EST
- External Review
  
  Americas DC Statement November 19, 2018
  The DC plans to meet at 3pm EST on November 20, 2018, to discuss the External Review process for the Consent Required Loan Deliverable Obligation Characteristic question relating to Obligations 4 and 5 of the list below, as well as the additional challenge to Obligations 6-37 of the list below.
  Sears Roebuck Acceptance Corp. Auction - list of obligations subject to challenge
  11/19/2018 12:30pm EST
- External Review
  
  DC Decision November 19, 2018
  11/19/2018 11:05am EST
- Ongoing
  
  Americas DC Statement November 16, 2018
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction. The Americas DC agreed to reconvene on Tuesday, November 20, 2018 at 3pm EST to continue discussions with respect to the Auction.
  11/16/2018 01:25pm EST
- Ongoing
  
  DC Decision November 15, 2018
  Americas DC Statement November 15, 2018
  The Americas DC voted, under Section 3.3(f) of the DC Rules, to extend the challenge resolution date under Section 3.3(e) of the DC Rules until 5pm EST on November 19, 2018.
  The Americas DC will reconvene on Friday, November 16, 2018 at 10am EST to continue discussions with respect to the Auction.
  11/15/2018 03:15pm EST
- Ongoing
  
  Americas DC Statement November 14, 2018
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction. The Americas DC agreed to reconvene on Thursday, November 15, 2018 at 12pm EST to continue discussions with respect to the Auction.
  11/14/2018 05:50pm EST
- Ongoing
  
  Challenge to obligations on the Supplemental List
  An Eligible Market Participant would like to challenge the inclusion of all of the obligations on the Supplement List that did not appear on the Initial List, other than the two obligations that were the subject of the challenge filed on Friday November 9, 2018.
  A full statement of the reasons why these obligations, in the opinion of the Eligible Market Participant, should not be considered as Deliverable Obligations is set out in the following document: https://www.cdsdeterminationscommittees.org/documents/2018/11/sears-mtn-challenge.pdf
  
  11/13/2018 08:20pm EST
- Ongoing
  
  Challenge to obligations on the Supplemental List
  An Eligible Market Participant would like to challenge the following obligations on the Supplemental List:
  The Medium Term Intercompany Notes – Series NOTZ ($3,000,000,000) (FIGI: BBG0013W7DC4)
  Commercial Paper – Program CP ($5,100,000,000) (FIGI: BBG0013V2TZ1)
  Commercial Paper – Program CPIB (Unlimited) (FIGI: BBG0013V2V59)
  This challenge is made on the basis of insufficient documentation for each of the above obligations.
  11/13/2018 04:30pm EST
- Ongoing
  
  Americas DC Statement November 13, 2018
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction. The Americas DC agreed to reconvene on Wednesday, November 14, 2018 to continue discussions with respect to the Auction.
  
  11/13/2018 02:30pm EST
- Ongoing
  
  Challenge to obligations on the Supplemental List
  An Eligible Market Participant would like to challenge the following deliverables for the Sears Roebuck Acceptance Corporation Credit Event.
  FIGI: BBG00DX35360 2L PIK Term Loan - The Term Loan, as defined in the Fifth Amendment to the Second Lien Credit Agreement dated as of July 5, 2018 July 20, 2020
  FIGI: BBG00DX35360 2L Line of Credit Loans ($525.0m) - The Line of Credit Loans, as defined in the Fifth Amendment to the Second Lien Credit Agreement dated as of July 5, 2018.2 July 20, 2020
  These obligations should not be considered a Deliverable Obligation for the reasons set forth in the "First Interpretation" in Section 1.2 of the following document: https://www.cdsdeterminationscommittees.org/documents/2018/11/dc-decision-november-7-2018-3.pdf
  The Eligible Market Participant agreed to pay any of the reasonable costs related to such challenge, if unsuccessful, that could be incurred under 3.3(e) of the DC Rules.
  
  11/09/2018 08:10pm EST
- Ongoing
  
  DC Decision November 9, 2018
  DC Statement November 9, 2018
  The DC met to discuss a submission from an Eligible Market Participant that purports to comment on the Sears Roebuck Acceptance Corp. (SRAC) Auction Settlement Terms pursuant to Section 3.2(d) of the DC Rules.
  The submission requests a delay to the Auction Date because of (a) timing issues relating to the submission of Customer Physical Settlement Request Letters under the Auction Settlement Terms and the Challenge Deadline in connection with the Final List and (b) public information that has been made available to the DC concerning a possible auction of the Medium Term Intercompany Notes and SRAC Medium Term Note Series B specified on the Supplemental List for which Bankruptcy Court approval would be required in the coming days.
  In light of this information, the DC Resolved to extend the date of the Auction until a date to be determined, but no earlier than November 26, 2018.
  11/09/2018 08:10pm EST
- Auction Information Published
  
  DC Decision November 9, 2018
  11/09/2018 11:40am EST
- Ongoing
  
  Americas DC Statement November 8, 2018
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction.
  For documentation requests relating to obligations on the Supplemental List, Eligible Market Participants can contact the DC Secretary at DCSecretary@CDSDeterminationsCommittees.org.
  11/08/2018 05:20pm EST
- Supplemental List Published
  
  Supplemental List
  11/07/2018 07:00pm EST
- Ongoing
  
  Americas DC Decision November 7, 2018
  Americas DC Statement November 7, 2018
  11/07/2018 05:00pm EST
- Ongoing
  
  Americas DC Statement November 5, 2018
  11/05/2018 04:20pm EST
- Initial List Published
  
  DC Decision November 2, 2018
  Initial List
  Americas DC Statement November 2, 2018:
  The Americas DC voted to publish the Initial List and intends to publish a more detailed statement in due course that provides more information about why certain obligations of Sears Roebuck Acceptance Corp. were not included on the Initial List.
  The Americas DC will reconvene on Monday, November 5, 2018 to discuss this statement and to continue discussions with respect to the Auction Terms.
  11/02/2018 06:35pm EDT
- Ongoing
  
  Americas DC Statement November 1, 2018:
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction and Deliverable Obligations. The Americas DC agreed to reconvene to discuss Auction terms and Deliverable Obligations on Monday, November 5, 2018.
  11/01/2018 05:00pm EDT
- Ongoing
  
  DC Decision November 1, 2018
  11/01/2018 11:40am EDT
- Ongoing
  
  Americas DC Statement October 31, 2018:
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction and Deliverable Obligations. The Americas DC agreed to reconvene to discuss Auction terms and Deliverable Obligations on Thursday, November 1, 2018.
  10/31/2018 02:05pm EDT
- Ongoing
  
  Americas DC Statement October 30, 2018:
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction and Deliverable Obligations. The Americas DC agreed to reconvene to discuss Auction terms and Deliverable Obligations on Wednesday, October 31, 2018.
  10/30/2018 04:05pm EDT
- Ongoing
  
  Americas DC Statement October 29, 2018:
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction and Deliverable Obligations. The Americas DC agreed to reconvene to discuss Auction terms and Deliverable Obligations on Tuesday, October 30, 2018.
  10/29/2018 02:00pm EDT
- Ongoing
  
  Americas DC Statement October 26, 2018:
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction. The Americas DC agreed to reconvene to discuss Auction terms and Deliverable Obligations on Monday, October 29, 2018.
  10/26/2018 12:15pm EDT
- Ongoing
  
  Americas DC Statement October 19, 2018:
  The Americas DC met to continue discussions on the Sears Roebuck Acceptance Corp. Auction. The Americas DC agreed to reconvene to discuss Auction terms and Deliverable Obligations on Friday, October 26, 2018.
  10/19/2018
- Ongoing
  
  DC Decision October 18, 2018
  Americas DC Statement October 18, 2018:
  The Americas DC met on October 18, 2018, to discuss whether to hold an auction in respect of Sears Roebuck Acceptance Corp. The Americas DC agreed to hold an auction on November 14, 2018, and to reconvene on October 19, 2018, to discuss the auction terms.
  10/18/2018
- Ongoing
  
  DC Decision October 17, 2018
  Americas DC Statement October 17, 2018:
  The Americas DC met on October 17, 2018 and resolved that a Bankruptcy Credit Event had occurred with respect to Sears Roebuck Acceptance Corp. The Americas DC agreed to reconvene on October 18, 2018, to discuss whether to hold an Auction.
  10/17/2018
- Ongoing
  
  10/16/2018 11:45am EDT
- Request Accepted by DC
  
  10/16/2018 11:45am EDT
- Pending DC Consent
  
  10/15/2018 04:45pm EDT