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).
|
|
|
|
|
|
|
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
38,727,450 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
63,728,429 (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)
56.7%
(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 107,613,718 shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2017, that was filed by
Holdings with the SEC on November 30, 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.
|
|
|
|
|
|
|
|
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 107,613,718 shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2017, that was filed by
Holdings with the SEC on November 30, 2017.
|
|
|
|
|
|
|
|
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 107,613,718 shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2017, that was filed by
Holdings with the SEC on November 30, 2017.
|
|
|
|
|
|
|
|
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
38,727,450 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
64,071,894 (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)
57.0
% (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 107,613,718 shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2017, that was filed by
Holdings with the SEC on November 30, 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.
|
|
|
|
|
|
|
|
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
38,727,450 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
64,071,894 (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)
57.0
% (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 107,613,718 shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2017, that was filed by
Holdings with the SEC on November 30, 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.
|
|
|
|
|
|
|
|
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
64,071,894
(1)(2)
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
25,344,444 (1)
|
|
10.
|
|
Shared Dispositive Power
38,727,450 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
64,071,894 (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)
54.0% (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 107,613,718 shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2017, that was filed by
Holdings with the SEC on November 30, 2017, and an aggregate of 11,137,153 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. 59 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 a grant of shares of Holdings Common Stock by Holdings on January 31, 2018, pursuant to the Extension Letter between Holdings and Mr.
Lampert, Mr. Lampert acquired an additional 50,539 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.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On January 19, 2018, the Term Loan Borrowers borrowed an additional $30 million from the Term Loan Lenders under the Term Loan
Facility.
On January 29, 2018, Holdings, the Term Loan Borrowers, the Term Loan Lenders, certain other lenders and the Term Loan
Agent entered into an Amendment to the Term Loan Credit Agreement (the Term Loan Amendment), pursuant to which an additional $20 million was borrowed from the Term Loan Lenders and a further $60 million was borrowed from
certain unaffiliated lenders (the Tranche A Lenders), bringing the total amount borrowed from the Term Loan Lenders and the Tranche A Lenders under the Term Loan Facility to date to $210 million. The Term Loan Amendment, among other
changes, separates the loans under the Term Loan Facility into two tranches.
The Term Loan Facility is guaranteed by Holdings and certain
of its subsidiaries that guarantee Holdings other material debt or own material intellectual property. The Term Loan Facility is secured by substantially all of the unencumbered intellectual property of Holdings and its subsidiaries, other
than intellectual property relating to the Kenmore and DieHard brands, as well as by certain real property interests, in each case subject to certain exclusions.
The Term Loan Facility contains an uncommitted incremental loan feature that, subject to the satisfaction of certain conditions, including the
consent of the Term Loan Agent, would permit up to an additional $90 million to be borrowed and secured by the same collateral as the existing loan under the Term Loan Facility.
The loans under the Term Loan Facility bear interest at a weighted average annual interest rate of LIBOR plus 12.5%, which during the first
year must be paid in kind by capitalizing interest. The loans under the Term Loan Facility mature on July 20, 2020.
No upfront or
arrangement fees were paid in connection with the Term Loan Facility. The loans under the Term Loan Facility are prepayable without premium or penalty.
The Term Loan Facility includes certain representations and warranties, indemnities and covenants, including with respect to the condition and
maintenance of the intellectual property and real property collateral. The Term Loan Facility has certain 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 Term Loan Lenders or the Tranche A Lenders may declare all or any portion of the outstanding indebtedness to be
immediately due and payable, exercise any rights they might have (including against the collateral), and require the Term Loan Borrowers to pay a default interest rate.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Term Loan Amendment, filed as
Exhibit 99.52 hereto and 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 February 1, 2018, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the
table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
63,728,429 (1)(2)
|
|
56.7% (3)
|
|
25,000,979 (2)
|
|
0
|
|
25,000,979 (2)
|
|
38,727,450 (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.
|
|
64,071,894 (1)(4)
|
|
57.0% (5)
|
|
25,344,444 (4)
|
|
0
|
|
25,344,444 (4)
|
|
38,727,450 (1)
|
ESL Investments, Inc.
|
|
64,071,894 (1)(6)
|
|
57.0% (7)
|
|
25,344,444 (6)
|
|
0
|
|
25,344,444 (6)
|
|
38,727,450 (1)
|
Edward S. Lampert
|
|
64,071,894 (1)(8)
|
|
54.0% (9)
|
|
64,071,894 (1)(8)
|
|
0
|
|
25,344,444 (8)
|
|
38,727,450 (1)
|
(1) This number includes 32,398,762 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 107,613,718
shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form
10-Q
for the fiscal quarter ended October 28, 2017, that was filed by
Holdings with the SEC on November 30, 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 107,613,718 shares of Holdings Common Stock outstanding as of
November 24, 2017, as disclosed in Holdings Quarterly Report on Form
10-Q
for the fiscal quarter ended October 28, 2017, that was filed by Holdings with the SEC on November 30, 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.
(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 107,613,718 shares of Holdings
Common Stock outstanding as of November 24, 2017, as disclosed in Holdings Quarterly Report on Form
10-Q
for the fiscal quarter ended October 28, 2017, that was filed by Holdings with the SEC
on November 30, 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 107,613,718 shares of Holdings Common Stock outstanding as of November 24, 2017, as disclosed in
Holdings Quarterly Report on Form
10-Q
for the fiscal quarter ended October 28, 2017, that was filed by Holdings with the SEC on November 30, 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 (incorporated herein by reference to Exhibit 99.37 to the Amendment to Schedule 13D filed on May 24, 2017).
|
|
|
99.38
|
|
Amendment to Amended and Restated Loan Agreement, dated as of July 3, 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 99.38 to the Amendment to Schedule 13D filed on July 10, 2017).
|
|
|
99.39
|
|
First Amendment to Second Lien Credit Agreement (incorporated herein by reference to Exhibit 10.1 to Holdings Current Report on Form
8-K
filed with the Securities and Exchange Commission
on July 7, 2017).
|
|
|
99.40
|
|
Line of Credit Loan Proposal to JPP, LLC, dated as of July 13, 2017 (incorporated herein by reference to Exhibit 99.40 to the Amendment to Schedule 13D filed on July 17, 2017).
|
|
|
99.41
|
|
Line of Credit Loan Proposal to JPP II, LLC, dated as of July 13, 2017 (incorporated herein by reference to Exhibit 99.41 to the Amendment to Schedule 13D filed on July 17, 2017).
|
|
|
99.42
|
|
Line of Credit Lender Joinder Agreement, dated as of July 13, 2017, by and among JPP, LLC, and JPP II, LLC, Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, and JPP, LLC, in its capacity as
administrative agent and collateral administrator (incorporated herein by reference to Exhibit 99.42 to the Amendment to Schedule 13D filed on July 17, 2017).
|
|
|
99.43
|
|
Second Amendment to Letter of Credit and Reimbursement Agreement, dated as of August 1, 2017, by and among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the financial institutions party thereto
from time to time as LC Lenders, and Citibank, N.A., as Administrative Agent and Issuing Bank (incorporated herein by reference to Exhibit 10.1 to Holdings Current Report on Form
8-K
filed with the
Securities and Exchange Commission on August 3, 2017).
|
|
|
99.44
|
|
Form of Assignment and Acceptance Agreement (incorporated herein by reference to Exhibit 99.44 to the Amendment to Schedule 13D filed on August 3, 2017).
|
|
|
99.45
|
|
Third Amendment to Letter of Credit and Reimbursement Agreement, dated as of August 9, 2017, by and among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation, the financial institutions party thereto
from time to time as LC Lenders, and Citibank, N.A., as Administrative Agent and Issuing Bank (incorporated herein by reference to Exhibit 10.1 to Holdings Current Report on Form
8-K
filed with the
Securities and Exchange Commission on August 10, 2017).
|
|
|
99.46
|
|
Amended and Restated Loan Agreement, dated as of October 4, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears
Holdings Management Corporation, Maxserv, Inc. and Troy Coolidge No. 13, LLC collectively as borrower, and JPP, LLC and JPP II, LLC, collectively as initial lender (incorporated herein by reference to Exhibit 10.1 to Holdings Current
Report on Form
8-K
filed with the Securities and Exchange Commission on October 4, 2017).
|
|
|
99.47
|
|
Second Amended and Restated Loan Agreement, dated as of October 18, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel Solutions, Inc., Sears
Holdings Management Corporation, Maxserv, Inc., Troy Coolidge No. 13, LLC, Sears Development Co. and Big Beaver of Florida Development, LLC, collectively as borrower, and JPP, LLC and JPP II, LLC, collectively as initial lender (incorporated
herein by reference to Exhibit 10.1 to Holdings Current Report on Form
8-K
filed with the Securities and Exchange Commission on October 19, 2017).
|
|
|
99.48
|
|
Amendment to Second Amended and Restated Loan Agreement, dated as of October 25, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert Springs, LLC, Innovel
Solutions, Inc., Sears Holdings Management Corporation, Maxserv, Inc., Troy Coolidge No. 13, LLC, Sears Development Co. and Big Beaver of Florida Development, LLC, collectively as borrower, and JPP, LLC and JPP II, LLC, collectively as initial
lender (incorporated herein by reference to Exhibit 10.1 to Holdings Current Report on Form
8-K
filed with the Securities and Exchange Commission on October 30,
2017).
|
|
|
|
|
|
99.49
|
|
Second Amendment to Amended and Restated Loan Agreement, dated as of October 25, 2017, among Sears Roebuck and Co., Sears Development Co., Innovel Solutions Inc., Big Beaver of Florida Development, LLC and Kmart Corporation,
collectively as borrower, and JPP, LLC, JPP II, LLC and Cascade Investment, L.L.C. collectively as initial lenders (incorporated herein by reference to Exhibit 10.2 to Holdings Current Report on Form
8-K
filed with the Securities and Exchange Commission on October 30, 2017).
|
|
|
99.50
|
|
Term Loan Credit Agreement, dated as of January 4, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers, the subsidiaries of Sears Holdings Corporation party thereto, the
lenders party thereto from time to time, and JPP, LLC, as administrative and collateral agent (incorporated herein by reference to Exhibit 10.1 to Holdings Current Report on Form
8-K
filed with the
Securities and Exchange Commission on January 10, 2018).
|
|
|
99.51
|
|
Second Amendment to Second Lien Credit Agreement, dated as of January 9, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, the guarantors party thereto, the lenders party thereto, and
JPP, LLC, as administrative agent and collateral administrator (incorporated herein by reference to Exhibit 10.2 to Holdings Current Report on Form
8-K
filed with the Securities and Exchange Commission
on January 10, 2018).
|
|
|
99.52
|
|
Amendment to Term Loan Credit Agreement, dated as of January 29, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers, the subsidiaries of Sears Holdings Corporation party
thereto, the lenders and other entities party thereto, and JPP, LLC, as administrative and collateral agent (incorporated herein by reference to Exhibit 10.1 to Holdings Current Report on Form
8-K
filed
with the Securities and Exchange Commission on February 1, 2018).
|
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: February 1, 2018
|
|
|
|
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
|
|
|
Price
Per Share
|
|
Edward S. Lampert
|
|
01/31/2018
|
|
Grant of Shares Pursuant to a Letter between
Edward S. Lampert and Holdings
|
|
|
50,539
|
|
|
$
|
0
|
|