It’s the final countdown for Sears.

The beleaguered retailer has less than 12 hours to secure a proposal that would keep it from liquidating its assets, closing all remaining stores and leaving uncertain the future of 68,000 employees.

Its best chance at survival comes in the hands of chairman Eddie Lampert, who placed a $4.6 billion bid through his hedge fund, ESL Investments Inc., in a last-ditch effort to salvage what’s left of the once-dominant business, which filed for bankruptcy on Oct. 15.

In a Dec. 6 regulatory filing addressed to Sears debtors’ investment banker, Lazard Frères & Co., the billionaire executive shared plans to buy Sears Holdings Corp. with an offer that includes up to $950 million in cash, a credit bid of about $1.8 billion and the assumption of an estimated $1.1 billion in liabilities. The acquisition, which would be completed through a newly formed entity called Newco, would consist of other funds such as the rollover of cash collateral as well as a combination of cash and notes.

“Sears is an iconic fixture in American retail, and we continue to believe in the company’s immense potential to evolve and operate profitably as a going concern with a new capitalization and organizational structure,” the letter read.

However, a CNBC report published yesterday noted that Lampert had neither tendered his bid nor lined up financing, citing people familiar with the matter. The bid is considered official once submitted to the U.S. Bankruptcy Court for the Southern District of New York by the 4 p.m. ET deadline.

If a proposal is put forward, Sears’ advisers would have until Jan. 4 to determine the former CEO’s status as a “qualified bidder.” ESL would then be able to participate in an auction against liquidation bids on Jan. 14.

Lampert remains Sears’ largest investor, with ESL loaning the company more than $2.4 billion in financing over the last several years. The hedge fund is the only party that has offered to purchase Sears as a whole, CNBC added. If it fails to make the bid, Sears will likely be dissolved into pieces by liquidators.

As of 10 a.m. ET, Sears shares were up 9 percent.

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