Transformco (Transform Holdco LLC)

Who owns Transformco?
Transformco is wholly owned by ESL Investments, a hedge fund based in Bay Harbor Islands, Florida, and led by billionaire Eddie Lampert. ESL Investments acquired the go-forward assets of Sears Holdings Corporation out of Chapter 11 bankruptcy in February 2019 for approximately $5.2 billion through an affiliate called Transform Holdco LLC. Lampert serves as chairman and CEO. The company is privately held and does not file financial reports with the SEC.

How many Sears and Kmart stores are left?
As of early 2026, Sears operates just five full-line stores in the United States, located in California, Florida, Massachusetts, and Texas. The last full-line Kmart on the U.S. mainland closed in Bridgehampton, New York, in 2024. A small-format Kmart in Miami and a few locations in Guam and the U.S. Virgin Islands remained. At formation in 2019, Transformco inherited 223 Sears and 202 Kmart stores, meaning the footprint has shrunk by over 98 percent.

Does Transformco still own Kenmore?
Yes. Kenmore is the primary brand that Transformco owns outright. The company has expanded Kenmore's distribution beyond Sears stores through a partnership with Amazon (launched in 2017 under Sears Holdings) and a January 2024 exclusive distribution agreement with O'Rourke Sales Company, which brought Kenmore appliances to independent retailers, rent-to-own stores, and military exchanges nationwide.

What happened to the Craftsman and DieHard brands?
Sears Holdings sold the Craftsman brand to Stanley Black & Decker in March 2017 for approximately $900 million, retaining a royalty-free license to sell Craftsman products through its own channels for 15 years. Transformco sold the DieHard brand to Advance Auto Parts in December 2019 for $200 million, retaining a perpetual license to develop DieHard products in non-automotive categories and a supply agreement for batteries sold through Sears channels.

What was the Sears bankruptcy?
Sears Holdings Corporation filed for Chapter 11 bankruptcy on October 15, 2018, in the U.S. Bankruptcy Court for the Southern District of New York. At the time, the company operated roughly 700 stores and had accumulated more than $11 billion in losses since 2010. ESL Investments won a court-supervised auction in January 2019 with a bid of approximately $5.2 billion, and the sale closed on February 11, 2019, creating Transformco. The original Sears Holdings remains in bankruptcy as a liquidating entity.

Is Transformco profitable?
Transformco does not publicly disclose financial results because it is a privately held company. Revenue is estimated at approximately $1 to $2 billion annually, and the employee count has fallen from approximately 45,000 at formation to an estimated 5,000 or fewer in 2026. Industry analysts have questioned whether the remaining store footprint can support overhead costs, and the company's supplier base has diminished along with its retail presence.

What is Eddie Lampert's role at Transformco?
Eddie Lampert is chairman and CEO of Transformco, roles he also held at Sears Holdings before the bankruptcy. He is the founder and CEO of ESL Investments, the hedge fund that acquired the Sears assets. Lampert engineered the 2004 Kmart-Sears merger and has been the dominant figure in the Sears corporate story for over two decades. His stewardship of the company has drawn criticism from retail analysts and creditors who argue his strategies prioritized financial engineering over operational investment.

Transformco's history is inseparable from the story of Sears, Roebuck and Co., one of America's oldest and most consequential retailers. Sears was founded in 1893 by Richard Warren Sears and Alvah Curtis Roebuck in Chicago, Illinois, growing out of a mail-order watch business that Sears had started in 1886. The company pioneered mail-order retail for rural America, publishing catalogs that offered everything from clothing to firearms to prefabricated houses. By the early 20th century, Sears was one of the largest corporations in the United States.

Sears opened its first retail store in 1925 and expanded aggressively into suburban department stores through the mid-20th century. At its peak in the 1980s, Sears operated more than 2,700 stores and was the largest retailer in the country. The company owned iconic private brands including Kenmore (appliances, launched 1913), Craftsman (tools, launched 1927), and DieHard (automotive batteries, launched 1967). These brands became synonymous with American middle-class consumer life.

The decline began in the 1990s. Walmart surpassed Sears in revenue in 1990, and Home Depot, Lowe's, and Amazon later eroded Sears' position in tools, appliances, and general merchandise. Sears struggled to adapt its department store model to the era of big-box retail and e-commerce, losing market share year after year.

In 2004, Eddie Lampert, the billionaire hedge fund manager who controlled Kmart Holding Corporation through ESL Investments, engineered an $11 billion merger of Kmart and Sears, Roebuck. The combined entity, Sears Holdings Corporation, became the nation's third largest retailer with approximately $55 billion in annual revenue and nearly 3,500 stores. Lampert became chairman and, later, CEO. The merger was premised on leveraging the combined real estate and brand portfolios of both companies, but it failed to reverse the decline of either banner.

Sears Holdings reported cumulative losses exceeding $11 billion in the years following the merger. The company closed hundreds of stores annually, sold off real estate to spin-off entities like Seritage Growth Properties, and divested brand assets to raise cash. In January 2017, Sears Holdings sold the Craftsman brand to Stanley Black & Decker for approximately $900 million, consisting of $525 million at closing, $250 million after three years, and contingent payments tied to future sales. Sears retained a perpetual license to sell Craftsman products through its own channels, royalty-free for the first 15 years.

In July 2017, Sears launched Kenmore products on Amazon.com, marking the first time the appliance brand was sold outside Sears channels. The Amazon deal was part of a broader effort to monetize the Kenmore brand beyond the shrinking store footprint. This distribution strategy continued under Transformco after 2019.

On October 15, 2018, Sears Holdings Corporation filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of New York. At the time of filing, the company operated roughly 700 stores and had suffered more than $11 billion in losses since 2010. Eddie Lampert stepped down as CEO but remained chairman. The bankruptcy filing listed Lampert's ESL Investments as both a major shareholder and a significant creditor.

By January 2019, Sears appeared headed toward Chapter 7 liquidation. The bankruptcy court judge ordered the company back to the negotiating table with Lampert. A revised deal was struck at the last minute to keep up to 400 stores operating. On January 17, 2019, Sears Holdings announced that ESL Investments was the winning bidder in a court-supervised auction, with a bid of approximately $5.2 billion. The bankruptcy court approved the sale on February 8, 2019, and the transaction closed on February 11, 2019.

Transform Holdco LLC, the ESL affiliate created to hold the acquired assets, began operations with 223 Sears and 202 Kmart stores. Eddie Lampert became chairman and CEO. The new company also inherited Kenmore, DieHard, Craftsman (via license), Sears Home Services, Sears Auto Centers, and the Innovel logistics business.

The store closures continued at a rapid pace. By May 2020, approximately 180 stores remained. By 2022, the count had fallen below 50. Sears Hometown Stores, a separate network of independently owned dealer locations selling Sears-branded appliances, filed its own Chapter 11 bankruptcy in December 2022 and liquidated all 115 remaining locations. In December 2019, Transformco sold the DieHard brand to Advance Auto Parts for $200 million, retaining a supply agreement for batteries sold through Sears channels and an exclusive royalty-free perpetual license for DieHard products in non-automotive categories.

The last full-line Kmart store on the U.S. mainland closed in Bridgehampton, New York, in 2024. A small-format Kmart in Miami and a few locations in Guam and the U.S. Virgin Islands remained. As of early 2026, Sears operates just five full-line stores, located in California, Florida, Massachusetts, and Texas. The California store, at Sunvalley Shopping Center in Concord, is the last in the state, and Transformco has already listed the space for lease redevelopment. Puerto Rico's last Sears closed on August 31, 2025.

In January 2024, Kenmore announced a strategic partnership with O'Rourke Sales Company to serve as exclusive distributor of Kenmore major appliances nationwide, marking the brand's broadest distribution network in nearly a century. This move signaled Transformco's continued pivot from captive retail to third-party distribution and brand licensing.

The creation of Transformco and the broader Sears saga have generated significant controversy and legal scrutiny.

The 2019 bankruptcy sale to ESL Investments was contested by unsecured creditors, including Simon Property Group, who alleged that Eddie Lampert had engaged in "serial asset stripping" of Sears Holdings at the expense of suppliers and landlords. The creditors argued that Lampert, as both a major shareholder and creditor, had structured years of transactions to benefit ESL Investments while hollowing out the operating business. The bankruptcy court overruled the objections and approved the sale, but the allegations damaged Lampert's reputation in the retail and investment communities.

The original Sears Holdings Corporation remains in bankruptcy as a liquidating entity, a separate corporate structure from Transformco. This means that creditors' claims against the old Sears are being resolved through the bankruptcy estate, not through Transformco. Critics have argued that this structure allowed Lampert to acquire the valuable assets while leaving liabilities behind.

Sears Hometown Stores, a separate affiliate that operated 115 independent dealer locations, filed for Chapter 11 bankruptcy in December 2022 and liquidated all stores, leaving many small business owners with significant losses. The collapse drew criticism from franchise advocates.

The rapid closure of Sears and Kmart stores has had economic impacts on malls and communities across the United States. Many former Sears anchor stores remain vacant, contributing to broader mall decline. Transformco's real estate monetization strategy has been slow, and some properties have failed to attract buyers or developers.