As previously disclosed, on October 15, 2018, Sears Holdings Corporation (the Company) and certain of its subsidiaries (together with the
Company, the Debtors) filed voluntary petitions under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy
Court). The Chapter 11 Cases are being jointly administered under the caption In re Sears Holdings Corporation, et al., Case
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
and shall not be deemed incorporated by reference in this Form
previously disclosed in a Current Report on Form
filed with the Securities and Exchange Commission on February 14, 2019, on February 11, 2019, the Company and certain of its subsidiaries
completed a sale of substantially all of the
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, an affiliate of ESL Investments, Inc., a significant creditor and shareholder of the Company.
April 17, 2019, the Debtors filed a proposed Joint Chapter 11 Plan of Liquidation (the Plan of Liquidation) and a 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. The Bankruptcy Court hearing on the Debtors motion filed on April 17, 2019 for an order (i) approving the Disclosure Statement, (ii) establishing notice and
objection procedures for the confirmation of the Plan, (iii) approving solicitation packages and procedures for distribution thereof, approving the forms of ballots and establishing procedures for the voting of the Plan of Liquidation, and
(v) granting related relief is scheduled for May 16, 2019 at 10:00 a.m.
Information contained in the Plan of Liquidation and the Disclosure
Statement is subject to change, whether as a result of amendments or supplements to the Plan of Liquidation, third-party actions, or otherwise, and should not be relied upon by any party. Copies of the Plan of Liquidation and the Disclosure
Statement are attached hereto as Exhibits 99.1 and 99.2, respectively.
This Current Report on Form
is not a
solicitation to accept or reject the proposed Liquidation Plan. Any such solicitation will be made pursuant to and in accordance with the Disclosure Statement and applicable law, including orders of the Bankruptcy Court.
Various statements in this
Current Report on Form
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 Exchange Act. The Companys actual results may differ materially from those anticipated in
these forward-looking statements as a result of certain risks and other factors, which include the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Companys ability to obtain Bankruptcy
Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, the effects of the Chapter 11 Cases on the Company and on the interests of various
constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the duration of the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, and the Companys
ability to realize proceeds from remaining assets; risks related to the trading of the Companys common stock and warrants on the OTC Pink Market, particularly because the Plan of Liquidation that there will not be sufficient funds or other
assets in the Estate to allow holders of the Companys common stock or warrants to receive any distribution of value in respect of their equity interests; risks relating to the Companys ability to confirm the Plan of Liquidation; the
uncertainty as to when or whether the effective date of the Plan of Liquidation will occur; the risk that the Chapter 11 Cases may be converted to cases under chapter 7 of the Bankruptcy Code; as well as other risk factors set forth in the
Companys Disclosure Statement included as Exhibit 99.2 to this Current Report on Form
The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking
statements attributable to the Company or persons acting on the Companys behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by
law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.