Item 7.01 Regulation FD Disclosure.
As previously reported, 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”), on April 17, 2019, the Debtors filed a proposed Joint Chapter 11 Plan of Liquidation (the “Plan of Liquidation”) with the Bankruptcy
Court, and on May 16, 2019, the Debtors filed an amended Plan of Liquidation (as may be amended from time to time, the “Amended Plan of Liquidation”). The Chapter 11 Cases are being jointly administered under the caption “In re
Sears Holdings Corporation, et al., Case
No. 18-23538.”
On July 19, 2019, the Debtors filed with
the Bankruptcy Court their monthly operating report for the period beginning May 5, 2019 and ending June 1, 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
8-K
(including the exhibits hereto) (this “Form
8-K”)
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
http://restructuring.primeclerk.com/sears
. Documents and other information available on such website are not part of this Form
8-K
and shall not be deemed incorporated by reference in this Form
8-K.
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 Company’s
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
Company’s 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.
Various statements in this 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, 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 Company’s 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 Company’s 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 Company’s ability to
realize proceeds from remaining assets and the related terms and conditions; risks associated with litigation and other claims that involve the Company, including ongoing disputes with Transform Holdco LLC, an affiliate of ESL Investments, Inc., a
significant creditor and shareholder of the Company; risks related to the trading of the Company’s common stock and warrants on the OTC Pink Market, particularly because the Amended Plan of Liquidation included as Exhibit 99.1 to the
Company’s Current Report on Form
8-K
filed on July 3, 2019 with the Securities and Exchange Commission (as amended from time to time, the “Amended Plan of Liquidation”), states that there
will not be sufficient funds or other assets in the Estate to allow holders of the Company’s common stock or warrants to receive any distribution of value in respect of their equity interests; risks relating to the outcome of the solicitation
of votes of holders of claims in specified classes to approve the Amended Plan of Liquidation, and the Company’s ability to confirm and implement the Amended Plan of Liquidation and establish an acceptable Liquidating Trust, including the
Debtors’ ability to maintain administrative solvency which may be impacted by factors outside of the Debtors’ control; the uncertainty as to when or whether the effective date of the Amended 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 Company’s Amended Disclosure