If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
The information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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|
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|
|
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|
|
1.
|
|
Names of
Reporting Persons.
ESL Partners,
L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
25,000,979 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
25,000,979 (1)
|
|
|
10.
|
|
Shared Dispositive Power
38,272,599 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
63,273,578 (1)(2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
56.5% (3)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(2)
|
Includes 6,328,688 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(3)
|
Based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year ended
January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of
Holdings Common Stock.
|
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|
|
|
|
|
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|
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1.
|
|
Names of
Reporting Persons.
SPE I Partners,
LP
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
150,124
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
150,124
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
150,124
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.1% (1)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year ended
January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017.
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|
1.
|
|
Names of
Reporting Persons.
SPE Master I,
LP
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
193,341
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
193,341
|
|
|
10.
|
|
Shared Dispositive Power
0
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
193,341
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
0.2% (1)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year ended
January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017.
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|
|
1.
|
|
Names of
Reporting Persons.
RBS Partners,
L.P.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
25,344,444 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
25,344,444 (1)
|
|
|
10.
|
|
Shared Dispositive Power
38,272,599 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
63,617,043 (1)(2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
56.8% (3)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
|
(1)
|
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(2)
|
Includes 6,328,688 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(3)
|
Based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year ended
January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of
Holdings Common Stock.
|
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|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
ESL Investments,
Inc.
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
OO
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
25,344,444 (1)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
25,344,444 (1)
|
|
|
10.
|
|
Shared Dispositive Power
38,272,599 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
63,617,043 (1)(2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
56.8% (3)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
|
(1)
|
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(2)
|
Includes 6,328,688 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(3)
|
Based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year ended
January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of
Holdings Common Stock.
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|
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Edward S.
Lampert
|
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☒ (b) ☐
|
|
3.
|
|
SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
OO; PF
|
|
5.
|
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
|
6.
|
|
Citizenship or Place of
Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
63,617,043 (1)(2)
|
|
|
8.
|
|
Shared Voting Power
0
|
|
|
9.
|
|
Sole Dispositive Power
25,344,444 (1)
|
|
|
10.
|
|
Shared Dispositive Power
38,272,599 (2)
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
63,617,043 (1)(2)
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
53.8% (3)
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
|
(1)
|
Includes 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(2)
|
Includes 6,328,688 shares of Holdings Common Stock that may be acquired by the reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock from Holdings.
|
|
(3)
|
Based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year ended
January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, and an aggregate of 11,137,152 shares of Holdings Common Stock that may be acquired by certain of the reporting persons within 60 days upon the exercise of
Warrants to purchase shares of Holdings Common Stock.
|
This Amendment No. 52 to Schedule 13D (this “Amendment”) relates to common shares,
par value $0.01 per share (the “Holdings Common Stock”), of Sears Holdings Corporation, a Delaware corporation (“Holdings”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS
Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise
specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission
(“SEC”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
“In grants of shares of Holdings Common Stock by Holdings on January 27, 2017, February 28, 2017, March 31, 2017, and
April 28, 2017, pursuant to the Extension Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 173,742 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as
consideration for serving as Chief Executive Officer and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.
In various open market purchases between March 22, 2017 and March 24, 2017, Mr. Lampert acquired an aggregate of 525,936 shares
of Holdings Common Stock for aggregate consideration of approximately $4,172,092 (excluding commissions) using personal funds.”
Item 4.
Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
“On January 12, 2017, the RE Loan Borrowers, entities wholly-owned and controlled, directly or indirectly, by Holdings, borrowed
additional amounts of approximately $164 million under the Real Estate Loan Facility from JPP, LLC and JPP II, LLC (collectively, the “RE Loan Lenders”). In connection with the borrowing of these additional amounts, the RE Loan
Borrowers and the RE Loan Lenders entered into certain technical amendments to that certain Loan Agreement, entered into in connection with the Real Estate Loan Facility (the “Omnibus Amendment”). The foregoing description of the Omnibus
Amendment does not purport to be complete and is qualified in its entirety by reference to the Omnibus Amendment to Loan Documents and Request for Advance to Loan Agreement filed as Exhibit 99.34 hereto and incorporated by reference herein.
On March 2, 2017, Holdings, through Sears Roebuck Acceptance Corp. and Kmart Corporation, entities wholly-owned and controlled, directly
or indirectly, by Holdings, entered into the First Amendment to Letter of Credit and Reimbursement Agreement with JPP, LLC, JPP II, LLC and the Issuing Bank to make certain modifications to the LC Facility (the “First Amendment”). The
foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment to Letter of Credit and Reimbursement Agreement filed as Exhibit 99.35 hereto and incorporated by
reference herein.
On May 22, 2017, Holdings, through the Borrowers, entities wholly owned and controlled, directly or indirectly by
Holdings, amended and restated the Secured Loan Facility (the “Amended and Restated Loan Facility”), with JPP, LLC, JPP II, LLC, Cascade Investment, L.L.C., and certain other parties (collectively, the “Loan Lenders”). The
Amended and Restated Loan Facility requires the repayment of $100 million of the loans outstanding thereunder on the original maturity date of July 7, 2017, and extends the maturity with respect to $400 million of the loans
outstanding thereunder until January 7, 2018. The Amended and Restated Loan Facility also provides Holdings with options to further extend the maturity of the loan for up to an additional six months, to July 6, 2018, subject to the
satisfaction of certain conditions and the payment of certain fees.
In connection with the Amended and Restated Loan Facility, Holdings paid a
one-time
extension fee equal to $8 million dollars to the extending Loan Lenders. The Amended and Restated Loan Facility will have an annual base interest rate of 8%, with accrued interest payable monthly
during the term of the Amended and Restated Loan Facility. The Amended and Restated Loan Facility is guaranteed by Holdings and is secured by a first priority lien on 20 real properties owned by the Borrowers.
The Amended and Restated Loan Facility has customary events of default, including (subject to certain materiality thresholds and grace
periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the Loan Lenders may declare all or any portion of the
outstanding indebtedness to be immediately due and payable, exercise any rights they might have under any of the Amended and Restated Loan Facility documents (including against the collateral), and require the Borrowers to pay a default interest
rate equal to the greater of (i) 2.5% in excess of the base interest rate and (ii) the prime rate plus 1%.
The foregoing description
of the Amended and Restated Loan Facility does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Loan Agreement filed as Exhibit 99.36 hereto and incorporated by reference herein.
In connection with the Amended and Restated Loan Facility, on May 22, 2017, the Loan Lenders also entered into an Amended and Restated
Co-Lender
Agreement (the “Amended
Co-Lender
Agreement”) to revise the previous
Co-Lender
Agreement to reflect the
arrangements among the Loan Lenders with respect to the Amended and Restated Loan Facility, including, among other things, the anticipated repayment in full of the notes held by certain of the Loan Lenders on July 7, 2017, with the proceeds of
the required $100 million repayment of the loans outstanding under the Amended and Restated Loan Facility.
The foregoing description of
the Amended
Co-Lender
Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated
Co-Lender
Agreement, a copy of
which is filed as Exhibit 99.37 hereto and is incorporated by reference herein.”
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to Holdings or securities of Holdings for the purposes of Section
13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of Holdings or otherwise with
respect to Holdings or any securities of Holdings or (ii) a member of any syndicate or group with respect to Holdings or any securities of Holdings.
As of May 24, 2017, the Reporting Persons may be deemed to beneficially own the shares of
Holdings Common Stock set forth in the table below.
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|
|
REPORTING
PERSON
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
|
|
|
PERCENTAGE
OF
OUTSTANDING
SHARES
|
|
|
SOLE VOTING
POWER
|
|
|
SHARED
VOTING
POWER
|
|
|
SOLE
DISPOSITIVE
POWER
|
|
|
SHARED
DISPOSITIVE
POWER
|
|
|
ESL Partners, L.P.
|
|
|
63,273,578
|
(1)(2)
|
|
|
56.5
|
% (3)
|
|
|
25,000,979
|
(2)
|
|
|
0
|
|
|
|
25,000,979
|
(2)
|
|
|
38,272,599
|
(1)
|
|
SPE I Partners, LP
|
|
|
150,124
|
|
|
|
0.1
|
%
|
|
|
150,124
|
|
|
|
0
|
|
|
|
150,124
|
|
|
|
0
|
|
|
SPE Master I, LP
|
|
|
193,341
|
|
|
|
0.2
|
%
|
|
|
193,341
|
|
|
|
0
|
|
|
|
193,341
|
|
|
|
0
|
|
|
RBS Partners, L.P.
|
|
|
63,617,043
|
(1)(4)
|
|
|
56.8
|
% (5)
|
|
|
25,344,444
|
(4)
|
|
|
0
|
|
|
|
25,344,444
|
(4)
|
|
|
38,272,599
|
(1)
|
|
ESL Investments, Inc.
|
|
|
63,617,043
|
(1)(6)
|
|
|
56.8
|
% (7)
|
|
|
25,344,444
|
(6)
|
|
|
0
|
|
|
|
25,344,444
|
(6)
|
|
|
38,272,599
|
(1)
|
|
Edward S. Lampert
|
|
|
63,617,043
|
(1)(8)
|
|
|
53.8
|
% (9)
|
|
|
63,617,043
|
(1)(8)
|
|
|
0
|
|
|
|
25,344,444
|
(8)
|
|
|
38,272,599
|
(1)
|
|
(1)
|
This number includes 31,943,911 shares of Holdings Common Stock held by Mr. Lampert and 6,328,688 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the
Warrants held by Mr. Lampert. Partners has entered into a
Lock-Up
Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the
Lock-Up
Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have
shared dispositive power over, and to indirectly beneficially own, such securities.
|
|
(2)
|
This number includes 20,192,514 shares of Holdings Common Stock held by Partners and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners.
|
|
(3)
|
This is based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year
ended January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners.
|
|
(4)
|
This number includes 20,192,514 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I
and SPE Master I.
|
|
(5)
|
This is based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year
ended January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, and 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. RBS is the
general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners.
|
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(6)
|
This number includes 20,192,514 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.
|
|
(7)
|
This is based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year
ended January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, and the 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. ESL is
the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.
|
|
(8)
|
This number includes 20,192,514 shares of Holdings Common Stock held by Partners, 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by
Partners, 150,124 shares of Holdings Common Stock held by SPE I and 193,341 shares of Holdings Common Stock held by SPE Master I. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially
own securities owned by, ESL.
|
|
(9)
|
This is based upon 107,151,038 shares of Holdings Common Stock outstanding as of March 16, 2017, as disclosed in Holdings’ Annual Report on Form
10-K
for the fiscal year
ended January 28, 2017, that was filed by Holdings with the SEC on March 21, 2017, the 6,328,688 shares of Holdings Common Stock that Mr. Lampert has the right to acquire within 60 days pursuant to the Warrants held by
Mr. Lampert and the 4,808,465 shares of Holdings Common Stock that Partners has the right to acquire within 60 days pursuant to the Warrants held by Partners. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be
deemed to indirectly beneficially own securities owned by, ESL.
|
(c) Other than as set forth on Annex B hereto, there have been no
transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
“The information set forth in Item 4 of this Amendment is incorporated by reference into this Item 6.”
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and restated in its entirety as follows:
“The following exhibits are filed as exhibits hereto:
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
|
99.1
|
|
Amendment, dated March 22, 2005, to the Agreement, dated January 31, 2005, among Kmart Holding Corporation, Sears Holdings Corporation, ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P. and CRK
Partners II, L.P. (incorporated herein by reference to Exhibit L to the Amendment to Schedule 13D filed on April 1, 2005).
|
|
|
|
|
99.2
|
|
Acknowledgement, dated March 24, 2005, by Sears Holdings Corporation (relating to the assumption of the Registration Rights Agreement) (incorporated herein by reference to Exhibit K to the Amendment to Schedule 13D filed on
April 1, 2005).
|
|
|
|
|
99.3
|
|
Letter Agreement, dated June 2, 2010, between ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 8 to the Amendment to Schedule 13D filed on June 2, 2010).
|
|
|
|
|
99.6
|
|
Form of Letter (incorporated herein by reference to Exhibit 10.30 to Holdings’ Annual Report on Form
10-K
filed on March 20, 2013).
|
|
|
|
|
99.7
|
|
Loan Agreement, dated September 15, 2014, among Sears, Roebuck and Co., Sears Development Co. and Kmart Corporation, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.7 to the Amendment to Schedule
13D filed on September 16, 2014).
|
|
|
|
|
99.8
|
|
Participation Agreement, dated September 22, 2014, among PYOF 2014 Loans, LLC, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.8 to the Amendment to Schedule 13D filed on September 24,
2014).
|
|
|
|
|
99.9
|
|
Amended and Restated Participation Agreement, dated September 30, 2014, among PYOF 2014 Loans, LLC, The Fairholme Partnership, LP, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.9 to the Amendment
to Schedule 13D filed on October 1, 2014).
|
|
|
|
|
99.10
|
|
Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.10 to the Amendment to Schedule 13D filed on October 17, 2014).
|
|
|
|
|
99.11
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (incorporated herein by reference to Exhibit 99.11 to the Amendment to Schedule 13D filed on October 28,
2014).
|
|
|
|
|
99.12
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (incorporated herein by reference to Exhibit 99.12 to the Amendment to Schedule 13D filed on
October 28, 2014).
|
|
|
|
|
99.13
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (incorporated herein by reference to Exhibit 99.13 to the Amendment to Schedule 13D filed on October 28,
2014).
|
|
|
|
|
99.14
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (incorporated herein by reference to Exhibit 99.14 to the Amendment to Schedule 13D filed on
October 28, 2014).
|
|
|
|
|
99.15
|
|
Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.15 to the Amendment to Schedule 13D filed on November 12, 2014).
|
|
|
|
|
99.16
|
|
Form of Note (incorporated herein by reference to Exhibit 4.3 to the Post-Effective Amendment No. 1 to Form
S-3
Registration Statement, filed by Holdings with the Securities and Exchange
Commission on October 30, 2014).
|
|
|
|
|
99.17
|
|
Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.4 to the Post-Effective Amendment No. 1 to Form
S-3
Registration Statement, filed by Holdings with the
Securities and Exchange Commission on October 30, 2014).
|
|
|
|
|
99.18
|
|
Amendment to Loan Agreement, entered into on February 25, 2015 and effective as of February 28, 2015, by and between JPP II, LLC and JPP, LLC and Sears, Roebuck and Co., Sears Development Co. and Kmart Corporation
(incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on February 26, 2015).
|
|
|
|
|
99.19
|
|
Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.19 to the Amendment to Schedule 13D filed on June 16, 2015).
|
|
|
|
|
99.20
|
|
Exchange Agreement, dated as of June 26, 2015, by and among ESL Partners, L.P. and Edward S. Lampert and Seritage Growth Properties, L.P. and Seritage Growth Properties (incorporated herein by reference to Exhibit 99.20 to the
Amendment to Schedule 13D filed on June 29, 2015).
|
|
|
|
|
99.21
|
|
Form of Purchase and Sale Agreement, dated as of July 2, 2015, by and among the Participating Limited Partner, RBS Partners, L.P. and RBS Partners, L.P., in its capacity as general partner of either SPE I Partners, LP or SPE
Master I, LP (incorporated herein by reference to Exhibit 99.21 to the Amendment to Schedule 13D filed on July 6, 2015).
|
|
|
|
|
|
99.22
|
|
Rule
10b5-1(c)
Plan, dated July 2, 2015, by SPE I Partners, LP and RBS Partners, L.P. (incorporated herein by reference to Exhibit 99.22 to the Amendment to Schedule 13D filed on
July 6, 2015).
|
|
|
|
|
99.23
|
|
Rule
10b5-1(c)
Plan, dated July 2, 2015, by SPE Master I, LP and RBS Partners, L.P. (incorporated herein by reference to Exhibit 99.23 to the Amendment to Schedule 13D filed on
July 6, 2015).
|
|
|
|
|
99.24
|
|
Letter Agreement, dated January 28, 2016, by and between Holdings and Edward S. Lampert (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the
Securities and Exchange Commission on February 3, 2016).
|
|
|
|
|
99.25
|
|
Joint Filing Agreement (incorporated herein by reference to Exhibit 99.25 to the Amendment to Schedule 13D filed on February 4, 2016).
|
|
|
|
|
99.26
|
|
Loan Agreement, dated as of April 8, 2016, between Sears, Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida Development, LLC and Kmart Corporation, and JPP, LLC, JPP II, LLC and Cascade
Investment, L.L.C. (incorporated herein by reference to Exhibit 99.26 to the Amendment to Schedule 13D filed on April 12, 2016).
|
|
|
|
|
99.27
|
|
Co-Lender
Agreement, dated as of April 8, 2016, by and among JPP, LLC and JPP II, LLC, and Cascade Investment, L.L.C. and each transferee of a portion of any interest in the loan made in
accordance with the
Co-Lender
Agreement (incorporated herein by reference to Exhibit 99.27 to the Amendment to Schedule 13D filed on April 12, 2016).
|
|
|
|
|
99.28
|
|
Assignment and Acceptance, dated as of April 8, 2016, by and between Bank of America, N.A., as assignor, and JPP II, LLC, as assignee (incorporated herein by reference to Exhibit 99.28 to the Amendment to Schedule 13D filed on
August 26, 2016).
|
|
|
|
|
99.29
|
|
Assignment and Acceptance, dated as of April 8, 2016, by and between Bank of America, N.A., as assignor, and JPP, LLC, as assignee (incorporated herein by reference to Exhibit 99.29 to the Amendment to Schedule 13D filed on
August 26, 2016).
|
|
|
|
|
99.30
|
|
Second Lien Credit Agreement, dated as of September 1, 2016, by and among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, and JPP, LLC and JPP II, LLC (incorporated herein by reference to
Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on September 2, 2016).
|
|
|
|
|
99.31
|
|
Pari Passu Joinder Agreement, dated as of September 1, 2016, by JPP, LLC, as agreed to and accepted by Wilmington Trust, National Association, as collateral agent (incorporated herein by reference to Exhibit 99.31 to the
Amendment to Schedule 13D filed on September 2, 2016).
|
|
|
|
|
99.32
|
|
Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, Citibank, N.A., as administrative agent and issuing bank, and
JPP, LLC and JPP II, LLC (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on December 30, 2016).
|
|
|
|
|
99.33
|
|
Loan Agreement, dated as of January 3, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC and Kmart Corporation, collectively as borrower, and JPP, LLC and JPP II, LLC, collectively as
initial lender (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on January 4, 2017).
|
|
|
|
|
99.34
|
|
Omnibus Amendment to Loan Documents and Request for Advance to Loan Agreement, dated as of January 12, 2017 among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC and Kmart Corporation, collectively
as borrower, and JPP, LLC and JPP II, LLC, collectively as initial lender (incorporated herein by reference to Exhibit 10.59 to Holdings’ Annual Report on Form
10-K
filed with the Securities and Exchange
Commission on March 21, 2017).
|
|
|
|
|
99.35
|
|
First Amendment dated March 2, 2017, to Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the financial
institutions party thereto from time to time as L/C Lenders, and Citibank, N.A., as Administrative Agent and Issuing Bank (incorporated herein by reference to Exhibit 10.60 to Holdings’ Annual Report on Form
10-K
filed with the Securities and Exchange Commission on March 21, 2017).
|
|
|
|
|
99.36
|
|
Amended and Restated Loan Facility, dated as of May 22, 2017, by and among Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida Development, LLC and Kmart Corporation with JPP, LLC, JPP II,
LLC, and Cascade Investment, L.L.C. (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on May 24,
2017).
|
|
|
|
|
|
|
|
|
99.37
|
|
Amended and Restated
Co-Lender
Agreement, dated as of May 22, 2017, by and among JPP, LLC and JPP II, LLC, Cascade Investment, L.L.C., Petrus Yield Opportunity Fund, LP, Rimrock High
Income Plus (Master) Fund, Ltd., Rimrock Low Volatility (Master) Fund, Ltd, Paragon SHC LLC, Paragon SHC II LLC, and each transferee of a portion of any interest in the loan made in accordance with the Amended and Restated
Co-Lender
Agreement (filed herewith).”
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
|
|
|
|
Date: May 24, 2017
|
|
ESL PARTNERS, L.P.
|
|
|
|
|
|
By: RBS Partners, L.P., as its general partner
|
|
|
|
By: ESL Investments, Inc., as its general partner
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
Name:
|
|
Edward S. Lampert
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
SPE I PARTNERS, LP
|
|
|
|
By: RBS Partners, L.P., as its general partner
|
|
|
|
By: ESL Investments, Inc., as its general partner
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
Name:
|
|
Edward S. Lampert
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
SPE MASTER I, LP
|
|
|
|
By: RBS Partners, L.P., as its general partner
|
|
|
|
By: ESL Investments, Inc., as its general partner
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
Name:
|
|
Edward S. Lampert
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
RBS PARTNERS, L.P.
|
|
|
|
By: ESL Investments, Inc., as its general partner
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
Name:
|
|
Edward S. Lampert
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
ESL INVESTMENTS, INC.
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
|
Name:
|
|
Edward S. Lampert
|
|
Title:
|
|
Chief Executive Officer
|
|
|
|
EDWARD S. LAMPERT
|
|
|
|
|
By:
|
|
/s/ Edward S. Lampert
|
ANNEX B
RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF
SEARS HOLDINGS CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entity
|
|
Date of
Transaction
|
|
Description
of Transaction
|
|
Shares
Acquired
|
|
Shares
Disposed
|
|
|
Price
Per Share
|
|
|
Edward S. Lampert
|
|
03/24/2017
|
|
Open Market Purchases
|
|
19,948
|
|
|
|
|
|
$
|
8.3934
|
|
|
Edward S. Lampert
|
|
03/31/2017
|
|
Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings
|
|
50,539
|
|
|
|
|
|
$
|
0
|
|
|
Edward S. Lampert
|
|
04/28/2017
|
|
Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings
|
|
50,539
|
|
|
|
|
|
$
|
0
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
|
99.1
|
|
Amendment, dated March 22, 2005, to the Agreement, dated January 31, 2005, among Kmart Holding Corporation, Sears Holdings Corporation, ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P. and CRK
Partners II, L.P. (incorporated herein by reference to Exhibit L to the Amendment to Schedule 13D filed on April 1, 2005).
|
|
|
|
|
99.2
|
|
Acknowledgement, dated March 24, 2005, by Sears Holdings Corporation (relating to the assumption of the Registration Rights Agreement) (incorporated herein by reference to Exhibit K to the Amendment to Schedule 13D filed on
April 1, 2005).
|
|
|
|
|
99.3
|
|
Letter Agreement, dated June 2, 2010, between ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 8 to the Amendment to Schedule 13D filed on June 2, 2010).
|
|
|
|
|
99.6
|
|
Form of Letter (incorporated herein by reference to Exhibit 10.30 to Holdings’ Annual Report on Form
10-K
filed on March 20, 2013).
|
|
|
|
|
99.7
|
|
Loan Agreement, dated September 15, 2014, among Sears, Roebuck and Co., Sears Development Co. and Kmart Corporation, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.7 to the Amendment to Schedule
13D filed on September 16, 2014).
|
|
|
|
|
99.8
|
|
Participation Agreement, dated September 22, 2014, among PYOF 2014 Loans, LLC, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.8 to the Amendment to Schedule 13D filed on September 24,
2014).
|
|
|
|
|
99.9
|
|
Amended and Restated Participation Agreement, dated September 30, 2014, among PYOF 2014 Loans, LLC, The Fairholme Partnership, LP, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.9 to the Amendment
to Schedule 13D filed on October 1, 2014).
|
|
|
|
|
99.10
|
|
Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.10 to the Amendment to Schedule 13D filed on October 17, 2014).
|
|
|
|
|
99.11
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (incorporated herein by reference to Exhibit 99.11 to the Amendment to Schedule 13D filed on October 28,
2014).
|
|
|
|
|
99.12
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (incorporated herein by reference to Exhibit 99.12 to the Amendment to Schedule 13D filed on
October 28, 2014).
|
|
|
|
|
99.13
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (incorporated herein by reference to Exhibit 99.13 to the Amendment to Schedule 13D filed on October 28,
2014).
|
|
|
|
|
99.14
|
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (incorporated herein by reference to Exhibit 99.14 to the Amendment to Schedule 13D filed on
October 28, 2014).
|
|
|
|
|
99.15
|
|
Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.15 to the Amendment to Schedule 13D filed on November 12, 2014).
|
|
|
|
|
99.16
|
|
Form of Note (incorporated herein by reference to Exhibit 4.3 to the Post-Effective Amendment No. 1 to Form
S-3
Registration Statement, filed by Holdings with the Securities and Exchange
Commission on October 30, 2014).
|
|
|
|
|
99.17
|
|
Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.4 to the Post-Effective Amendment No. 1 to Form
S-3
Registration Statement, filed by Holdings with the
Securities and Exchange Commission on October 30, 2014).
|
|
|
|
|
99.18
|
|
Amendment to Loan Agreement, entered into on February 25, 2015 and effective as of February 28, 2015, by and between JPP II, LLC and JPP, LLC and Sears, Roebuck and Co., Sears Development Co. and Kmart Corporation
(incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on February 26, 2015).
|
|
|
|
|
99.19
|
|
Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.19 to the Amendment to Schedule 13D filed on June 16, 2015).
|
|
|
|
|
99.20
|
|
Exchange Agreement, dated as of June 26, 2015, by and among ESL Partners, L.P. and Edward S. Lampert and Seritage Growth Properties, L.P. and Seritage Growth Properties (incorporated herein by reference to Exhibit 99.20 to the
Amendment to Schedule 13D filed on June 29, 2015).
|
|
|
|
|
99.21
|
|
Form of Purchase and Sale Agreement, dated as of July 2, 2015, by and among the Participating Limited Partner, RBS Partners, L.P. and RBS Partners, L.P., in its capacity as general partner of either SPE I Partners, LP or SPE
Master I, LP (incorporated herein by reference to Exhibit 99.21 to the Amendment to Schedule 13D filed on July 6, 2015).
|
|
|
|
|
|
|
|
|
99.22
|
|
Rule
10b5-1(c)
Plan, dated July 2, 2015, by SPE I Partners, LP and RBS Partners, L.P. (incorporated herein by reference to Exhibit 99.22 to the Amendment to Schedule 13D filed on
July 6, 2015).
|
|
|
|
|
99.23
|
|
Rule
10b5-1(c)
Plan, dated July 2, 2015, by SPE Master I, LP and RBS Partners, L.P. (incorporated herein by reference to Exhibit 99.23 to the Amendment to Schedule 13D filed on
July 6, 2015).
|
|
|
|
|
99.24
|
|
Letter Agreement, dated January 28, 2016, by and between Holdings and Edward S. Lampert (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the
Securities and Exchange Commission on February 3, 2016).
|
|
|
|
|
99.25
|
|
Joint Filing Agreement (incorporated herein by reference to Exhibit 99.25 to the Amendment to Schedule 13D filed on February 4, 2016).
|
|
|
|
|
99.26
|
|
Loan Agreement, dated as of April 8, 2016, between Sears, Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida Development, LLC and Kmart Corporation, and JPP, LLC, JPP II, LLC and Cascade
Investment, L.L.C. (incorporated herein by reference to Exhibit 99.26 to the Amendment to Schedule 13D filed on April 12, 2016).
|
|
|
|
|
99.27
|
|
Co-Lender
Agreement, dated as of April 8, 2016, by and among JPP, LLC and JPP II, LLC, and Cascade Investment, L.L.C. and each transferee of a portion of any interest in the loan made in
accordance with the
Co-Lender
Agreement (incorporated herein by reference to Exhibit 99.27 to the Amendment to Schedule 13D filed on April 12, 2016).
|
|
|
|
|
99.28
|
|
Assignment and Acceptance, dated as of April 8, 2016, by and between Bank of America, N.A., as assignor, and JPP II, LLC, as assignee (incorporated herein by reference to Exhibit 99.28 to the Amendment to Schedule 13D filed on
August 26, 2016).
|
|
|
|
|
99.29
|
|
Assignment and Acceptance, dated as of April 8, 2016, by and between Bank of America, N.A., as assignor, and JPP, LLC, as assignee (incorporated herein by reference to Exhibit 99.29 to the Amendment to Schedule 13D filed on
August 26, 2016).
|
|
|
|
|
99.30
|
|
Second Lien Credit Agreement, dated as of September 1, 2016, by and among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, and JPP, LLC and JPP II, LLC (incorporated herein by reference to
Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on September 2, 2016).
|
|
|
|
|
99.31
|
|
Pari Passu Joinder Agreement, dated as of September 1, 2016, by JPP, LLC, as agreed to and accepted by Wilmington Trust, National Association, as collateral agent (incorporated herein by reference to Exhibit 99.31 to the
Amendment to Schedule 13D filed on September 2, 2016).
|
|
|
|
|
99.32
|
|
Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, Citibank, N.A., as administrative agent and issuing bank, and
JPP, LLC and JPP II, LLC (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on December 30, 2016).
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99.33
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Loan Agreement, dated as of January 3, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC and Kmart Corporation, collectively as borrower, and JPP, LLC and JPP II, LLC, collectively as
initial lender (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on January 4, 2017).
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99.34
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Omnibus Amendment to Loan Documents and Request for Advance to Loan Agreement, dated as of January 12, 2017 among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC and Kmart Corporation, collectively
as borrower, and JPP, LLC and JPP II, LLC, collectively as initial lender (incorporated herein by reference to Exhibit 10.59 to Holdings’ Annual Report on Form
10-K
filed with the Securities and Exchange
Commission on March 21, 2017).
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99.35
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First Amendment dated March 2, 2017, to Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the financial
institutions party thereto from time to time as L/C Lenders, and Citibank, N.A., as Administrative Agent and Issuing Bank (incorporated herein by reference to Exhibit 10.60 to Holdings’ Annual Report on Form
10-K
filed with the Securities and Exchange Commission on March 21, 2017).
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99.36
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Amended and Restated Loan Facility, dated as of May 22, 2017, by and among Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida Development, LLC and Kmart Corporation with JPP, LLC, JPP II,
LLC, and Cascade Investment, L.L.C. (incorporated herein by reference to Exhibit 10.1 to the Form
8-K,
filed by Holdings with the Securities and Exchange Commission on May 24,
2017).
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99.37
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Amended and Restated
Co-Lender
Agreement, dated as of May 22, 2017, by and among JPP, LLC and JPP II, LLC, Cascade Investment, L.L.C., Petrus Yield Opportunity Fund, LP, Rimrock High
Income Plus (Master) Fund, Ltd., Rimrock Low Volatility (Master) Fund, Ltd, Paragon SHC LLC, Paragon SHC II LLC, and each transferee of a portion of any interest in the loan made in accordance with the Amended and Restated
Co-Lender
Agreement (filed herewith).
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