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
38,887,025 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
63,888,004 (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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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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|
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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers.
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|
|
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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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers.
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|
|
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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
38,887,025 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
64,231,469 (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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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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|
|
|
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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
38,887,025 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
64,231,469 (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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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
64,231,469 (1)(2)
|
|
8.
|
|
Shared Voting Power
0
|
|
9.
|
|
Sole Dispositive Power
25,344,444 (1)
|
|
10.
|
|
Shared Dispositive Power
38,887,025 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
64,231,469 (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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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. 61 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 February 28, 2018, pursuant to the Extension Letter between Holdings
and Mr. Lampert, Mr. Lampert acquired an additional 159,575 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 March 8, 2018, Holdings, through 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, Amended Second A&R RE Loan Borrowers), entities wholly-owned and
controlled, directly or indirectly by Holdings, entered into a Second Amendment (the 2
nd
Second A&R RE Loan Amendment) to the Second A&R RE Loan Agreement (as amended,
including pursuant to the 2
nd
Second A&R RE Loan Amendment, the Amended Second A&R RE Loan Agreement), with the RE Loan Lenders. Pursuant to the 2
nd
Second A&R RE Loan Amendment, the Amended Second A&R RE Loan Borrowers borrowed an additional $100 million (the RE Incremental Loan) from the RE Loan Lenders. After giving
effect to the RE Incremental Loan, the aggregate principal amount outstanding under the Amended Second A&R RE Loan Agreement was $621.9 million. The RE Incremental Loan matures on July 20, 2020.
The RE Incremental Loan will have an annual interest rate of LIBOR plus 9.00%, with accrued interest payable monthly. In addition to the RE
Incremental Loan, as of March 5, 2018, under the Amended Second A&R RE Loan Agreement there are $379.2 million aggregate principal amount of outstanding loans maturing July 20, 2020, for which the interest rate was increased to
LIBOR plus 9.00% in connection with the 2
nd
Second A&R RE Loan Amendment, as well as $142.7 million aggregate principal amount of outstanding loans maturing April 23, 2018 (subject
to extension to July 6, 2018), for which the interest rate remains 11.0%. As with the existing loans under the Amended Second A&R RE Loan Agreement, the RE Incremental Loan is guaranteed by Holdings and is currently secured by a first
priority lien on certain real properties owned by the Amended Second A&R RE Loan Borrowers. No upfront or funding fees will be paid in connection with the RE Incremental Loan.
The Amended Second A&R RE Loan Agreement includes certain representations and warranties, indemnities and covenants, including with
respect to the condition and maintenance of the real property collateral. The Amended Second A&R RE Loan Agreement 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 RE 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 the Amended Second A&R RE Loan Agreement and related documents (including against the collateral), and require the Amended Second A&R RE Loan 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 2
nd
Second
A&R RE Loan Amendment, the RE Incremental Loan and the Amended Second A&R RE Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the 2
nd
Second
A&R RE Loan Amendment, filed as Exhibit 99.55 hereto and incorporated by reference herein.
On March 9, 2018, certain affiliates
of the Reporting Persons delivered their confirmation of book-entry transfer to Computershare Trust Company, N.A., as the exchange agent, to participate in the private exchange offerings (the Exchange Offers) by Holdings by tendering all
of their 8% Senior Unsecured Notes Due 2019 (the 2019 Notes) and 6 5/8% Senior Secured Notes Due 2018 (the 2018 Notes) in exchange for a like principal amount of Senior Unsecured Convertible PIK Toggle Notes and Senior
Secured Convertible PIK Toggle Notes, respectively. On February 15, 2018, Holdings commenced the Exchange Offers for its outstanding 2019 Notes and 2018 Notes, and certain affiliates of the Reporting Persons expressed an intention to
participate in the Exchange Offers and, in connection therewith, consent to an amendment to the Indenture governing the 2018 Notes. Subject to the consummation of the Exchange Offers and the effectiveness of the proposed amendment to the Indenture
governing the 2018 Notes, Holdings and ESL expressed a mutual intention to amend the Second Lien Credit Agreement to provide that interest on the Second Lien Term Loan may be paid in kind and that Holdings obligations thereunder may be
exchanged for Holdings Common Stock on the same terms as the notes being privately offered in the Exchange Offers for the 2018 Notes. These affiliates of the Reporting Persons may withdraw their tender of the 2019 Notes and 2018 Notes at any time
until the expiration of the Exchange Offers at 11:59 PM, New York City time, on March 15, 2018, unless extended or earlier terminated by Holdings. There can be no assurance that any of the Reporting Persons or their affiliates will participate
in the Exchange Offers, consent to an amendment to the Indenture governing the 2018 Notes, or approve an amendment to the Second Lien Credit Agreement.
On March 14, 2018, Holdings, through SRC O.P. LLC, SRC Facilities LLC and SRC Real Estate (TX), LLC (collectively, the 2018 Secured
Loan Borrowers), entities wholly-owned and controlled, directly or indirectly by Holdings, entered into a Credit Agreement (the 2018 Credit Agreement) with the lenders party thereto, UBS AG, Stamford Branch, LLC, as administrative
agent, and UBS Securities LLC, as lead arranger and bookrunner. The 2018 Credit Agreement provides for a $200 million term loan (the 2018 Secured Loan) that is secured by the 2018 Secured Loan Borrowers interests in 138 real
properties that were released from a ring-fence arrangement with the Pension Benefit Guaranty Corporation. On March 14, 2018, Holdings, through SRC Sparrow 2 LLC (the Mezzanine Loan Borrower), an entity wholly-owned and controlled
indirectly by Holdings, entered into a Mezzanine Loan Agreement (the Mezzanine Loan Agreement) with JPP, LLC and JPP II, LLC, as lenders (collectively, the Mezzanine Loan Lenders), and JPP, LLC, as administrative agent. The
Mezzanine Loan Agreement provides for a $240 million term loan (the Mezzanine Loan) that is secured by a pledge of the equity interests in SRC O.P. LLC, the direct parent company of the entities that own the 138 real properties that
secure the obligations of the 2018 Secured Loan Borrowers under the 2018 Credit Agreement.
The Mezzanine Loan Agreement contains an
uncommitted accordion feature pursuant to which the Mezzanine Loan Borrower may incur additional loans (Additional Mezzanine Loans) of not more than $200 million in aggregate, subject to certain conditions set forth in the Mezzanine
Loan Agreement and the 2018 Credit Agreement, including that the Additional Mezzanine Loans shall not exceed an amount equal to the principal amount of the 2018 Secured Loan repaid by the 2018 Secured Loan Borrowers.
The Mezzanine Loan bears interest at an annual interest rate of LIBOR plus 11.0%, with accrued interest payable monthly during the term of the
Mezzanine Loan. The Mezzanine Loan matures on July 20, 2020. The Mezzanine Borrowers paid an upfront commitment fee equal to 1.8% of the principal amount of the Mezzanine Loan.
The Mezzanine Loan is guaranteed by Holdings and the same subsidiaries that guarantee the 2018 Secured Loan. To the extent permitted under
other debt of Holdings or its affiliates, the Mezzanine Loan may be prepaid at any time in whole or in part, without penalty or premium. Following repayment in full of the 2018 Secured Loan, the Mezzanine Loan Borrower is required to apply the net
proceeds of the sale of any real property that served as collateral for the 2018 Secured Loan to repay the Mezzanine Loan.
The Mezzanine Loan Agreement includes certain representations and warranties, indemnities and
covenants, including with respect to the condition and maintenance of the related real property. The Mezzanine Loan Agreement 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 Mezzanine Loan Lenders may declare all or any portion of the outstanding Mezzanine
Loan to be immediately due and payable, exercise any rights they might have (including against the equity interests pledged as collateral), and require the Mezzanine Loan Borrower to pay a default interest rate of 2.0% in excess of the base interest
rate.
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 March 14, 2018, 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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|
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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.
|
|
|
63,888,004
|
(1)(2)
|
|
|
56.7
|
% (3)
|
|
|
25,000,979
|
(2)
|
|
|
0
|
|
|
|
25,000,979
|
(2)
|
|
|
38,887,025
|
(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.
|
|
|
64,231,469
|
(1)(4)
|
|
|
57.0
|
% (5)
|
|
|
25,344,444
|
(4)
|
|
|
0
|
|
|
|
25,344,444
|
(4)
|
|
|
38,887,025
|
(1)
|
ESL Investments, Inc.
|
|
|
64,231,469
|
(1)(6)
|
|
|
57.0
|
% (7)
|
|
|
25,344,444
|
(6)
|
|
|
0
|
|
|
|
25,344,444
|
(6)
|
|
|
38,887,025
|
(1)
|
Edward S. Lampert
|
|
|
64,231,469
|
(1)(8)
|
|
|
54.0
|
% (9)
|
|
|
64,231,469
|
(1)(8)
|
|
|
0
|
|
|
|
25,344,444
|
(8)
|
|
|
38,887,025
|
(1)
|
(1)
|
This number includes 32,558,337 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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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 107,797,835 shares of Holdings Common Stock outstanding as of February 15, 2018, as disclosed by Holdings in the offering documents for the Exchange Offers, 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:
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|
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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).
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|
|
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).
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|
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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).
|
|
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99.8
|
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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).
|
|
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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).
|
|
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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).
|
|
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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).
|
|
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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).
|
|
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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).
|
|
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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).
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99.16
|
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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).
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|
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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).
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|
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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).
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|
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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).
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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).
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|
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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).
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|
|
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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).
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|
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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).
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|
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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).
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|
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99.25
|
|
Joint Filing Agreement (incorporated herein by reference to Exhibit 99.25 to the Amendment to Schedule 13D filed on February 4, 2016).
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|
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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).
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|
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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).
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|
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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).
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|
|
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).
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|
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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).
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|
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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).
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|
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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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|
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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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|
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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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|
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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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|
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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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|
|
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|
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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 (incorporated herein by reference to Exhibit 99.37 to the Amendment to Schedule 13D filed on May 24, 2017).
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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).
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|
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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).
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|
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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).
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|
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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).
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|
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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).
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|
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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).
|
|
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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).
|
|
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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).
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|
|
|
|
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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).
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|
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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).
|
|
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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 January 31, 2018).
|
|
|
99.53
|
|
Third Amendment to Second Lien Credit Agreement, dated as of February 7, 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, and JPP, LLC, as administrative 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 February 13, 2018).
|
|
|
99.54
|
|
Third Amendment to Term Loan Credit Agreement, dated as of February 7, 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, and JPP, LLC, as administrative and collateral administrator (incorporated herein by reference to Exhibit 10.3 to Holdings Current Report on Form
8-K
filed with
the Securities and Exchange Commission on February 13, 2018).
|
|
|
99.55
|
|
Second Amendment to Second Amended and Restated Loan Agreement, dated as of March 8, 2018, 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 March 14, 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.
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|
|
Date: March 14, 2018
|
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ESL PARTNERS, L.P.
|
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|
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|
|
|
|
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
|
|
|
02/28/2018
|
|
|
Grant of Shares Pursuant to a Letter between Edward S. Lampert and Holdings
|
|
|
159,575
|
|
|
$
|
0
|
|