As previously disclosed, on October 15, 2018 (the “Petition Date”), Sears Holdings Corporation (the “Company”) and certain of its
subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking
relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), The Chapter 11 Cases are being jointly administered under the caption “In re Sears Holdings Corporation, et al., Case
No. 18-23538.”
Documents filed on the docket of and other information related to the Chapter 11 Cases are available free of charge online at
https://restructuring.primeclerk.com/sears
. Documents and
other information available on such website are not part of this Current Report on Form
8-K
and shall not be deemed incorporated by reference in this Current Report on Form
8-K.
As previously disclosed in a Current Report on Form
8-K
filed with
the Securities and Exchange Commission (the “SEC”) on February 14, 2019, on February 11, 2019, the Company and certain of its subsidiaries completed a sale of substantially all of the
go-forward
retail footprint and other assets and component businesses of the Company as a going concern pursuant to that certain Asset Purchase Agreement, dated January 17, 2019, with Transform Holdco LLC
(“Transform”), an affiliate of ESL Investments, Inc., a significant creditor and shareholder of the Company.
As previously disclosed in a
Current Report on Form
8-K
filed with the SEC on April 18, 2019, on April 17, 2019, the Debtors filed a proposed Joint Chapter 11 Plan of Liquidation (the “Plan of Liquidation”) and a
Disclosure Statement (the “Disclosure Statement”) describing the Plan of Liquidation and the solicitation of votes to approve the same from certain of the Debtors’ creditors with respect to the Chapter 11 Cases.
As previously disclosed in a Current Report on Form
8-K
filed with the SEC on May 16, 2019, on May 16, 2019,
the Debtors filed an amended Plan of Liquidation and a related Disclosure Statement.
On June 28, 2019, the Debtors filed a further amended Plan of
Liquidation (as amended from time to time, the “Amended Plan of Liquidation”) and a Disclosure Statement for the Amended Plan of Liquidation (as amended from time to time, the “Amended Disclosure Statement”) describing the
Amended Plan of Liquidation and the solicitation of votes to approve the same from certain of the Debtors’ creditors with respect to the Chapter 11 Cases. Among other things, the Amended Plan of Liquidation and Amended Disclosure Statement
reflected certain changes relating to the treatment of claims and interests for certain creditors, the governance structure of the Liquidating Trust, additional risk factors to be considered and certain other changes relating to the treatment of
claims and interests for certain creditors. The Bankruptcy Court also entered an order approving the related solicitation procedures and materials and authorizing the Debtors to commence soliciting holders of claims in specified classes entitled to
vote to accept or reject the Amended Plan of Liquidation.
The Debtors intend to proceed expeditiously to commence the mailing of ballots and other
solicitation materials (the “Solicitation Materials”) concerning the Amended Plan of Liquidation. A hearing to consider approval of the Amended Plan of Liquidation is scheduled before the Bankruptcy Court on August 16, 2019. There can
be no assurance that the Debtors’ stakeholders will approve the Amended Plan of Liquidation, or that the Bankruptcy Court will confirm the Amended Plan of Liquidation. It is expected that the Debtors would emerge from bankruptcy when the
Amended Plan of Liquidation receives the requisite approval from holders of claims, the Bankruptcy Court enters an order confirming the Amended Plan of Liquidation, and the conditions to the effectiveness of the Amended Plan of Liquidation, as
stated therein, are satisfied.
Information contained in the Amended Plan of Liquidation and the Amended Disclosure Statement is subject to change,
whether as a result of amendments or supplements to the Amended Plan of Liquidation, third-party actions, or otherwise, and should not be relied upon by any party. Copies of the Amended Plan of Liquidation and the Amended Disclosure Statement are
attached hereto as Exhibits 99.1 and 99.2, respectively.
The Solicitation Materials are also available at
https://restructuring.primeclerk.com/sears
.
This Current Report on Form
8-K
is not a solicitation to
accept or reject the Amended Plan of Liquidation. Any such solicitation will be made pursuant to and in accordance with the Amended Disclosure Statement and applicable law, including orders of the Bankruptcy Court.
Forward-Looking Statements
As previously reported in a
Form
12b-25
filed on April 18, 2019, the Company will not file an Annual Report on Form
10-K
for the fiscal year ended February 2, 2019 or any quarterly
reports on Form
10-Q
for subsequent periods ended prior to the confirmation of the Plan of Liquidation. Instead, the Company will file Current Reports on Form
8-K
containing (i) disclosure of all material events in the Chapter 11 Cases and any other information required by the instructions to Form
8-K
and (ii) as exhibits, the operating reports and any other
documents that include unaudited financial information that are filed by the Company with the Bankruptcy Court.
Various statements in this Current Report
on Form
8-K
or documents referred to herein, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of
historical facts, included in this filing that address activities, events or developments that the Company