Regulation FD Disclosure.
As previously reported, on October 15, 2018 (the Petition Date), Sears Holdings Corporation (the Company) and certain of its
subsidiaries (collectively, 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, and on April 17, 2019, the Company filed a Plan of Liquidation (the Plan of Liquidation) with the Bankruptcy Court.
On May 3, 2019, the Debtors filed with the Bankruptcy Court their monthly operating report for the period beginning March 3, 2019 and ending
April 6, 2019 (the Monthly Operating Report). The Monthly Operating Report is attached hereto as Exhibit 99.1, and is incorporated herein by reference. This Current Report on Form
(including the exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The Monthly Operating Report and other filings with the Bankruptcy Court related to the
Chapter 11 Cases may be available electronically at
The information contained in this Item 7.01 shall
not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and shall not be deemed to be
incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was
not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the
purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles
in the United States, is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the
Companys securities, the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
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.
and/or the Monthly Operating Report may include forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects,
believes, targets or anticipates will or may occur in the future are forward-looking statements. 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 could 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, 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; the Companys ability to realize proceeds from remaining assets and the related terms and conditions; risks associated with litigation and other claims that involve the
Company; risks related to the trading of the Companys common stock and warrants on the OTC Pink Market, particularly because the Plan of Liquidation states 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 the Companys Current Report on Form
filed on April 18, 2019 with the Securities and Exchange Commission. 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.