Page 9 of 15 – SEC Filing
The foregoing description of the Incremental Loans and the A&R RE Loan Agreement does not
purport to be complete and is qualified in its entirety by reference to the Amended and Restated Loan Agreement filed as Exhibit 99.46 hereto and incorporated by reference herein.
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 October 5, 2017, the Reporting Persons may be deemed to beneficially own the shares of Holdings Common Stock set forth in the table
below.
| 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. | 63,526,273 | (1)(2) | 56.6 | %(3) | 25,000,979 | (2) | 0 | 25,000,979 | (2) | 38,525,294 | (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. | 63,869,738 | (1)(4) | 56.9 | %(5) | 25,344,444 | (4) | 0 | 25,344,444 | (4) | 38,525,294 | (1) | |||||||||||||
| ESL Investments, Inc. | 63,869,738 | (1)(6) | 56.9 | %(7) | 25,344,444 | (6) | 0 | 25,344,444 | (6) | 38,525,294 | (1) | |||||||||||||
| Edward S. Lampert | 63,869,738 | (1)(8) | 53.9 | %(9) | 63,869,738 | (1)(8) | 0 | 25,344,444 | (8) | 38,525,294 | (1) | |||||||||||||
| (1) | This number includes 32,196,606 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 107,445,403 shares of Holdings Common Stock outstanding as of August 18, 2017, as disclosed in Holdings Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2017, that was filed by Holdings with the SEC on August 24, 2017, 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. |
