Page 8 of 18 – SEC Filing
This Amendment No. 45 to Schedule 13D (this Amendment) relates to common shares,
par value $0.01 per share (the Holdings Common Stock), of Sears Holdings Corporation, a Delaware corporation (Holdings). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership (SPE Master I), RBS
Partners, L.P., a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership, RBS Investment Management, L.L.C., a Delaware limited liability company, CRK Partners, LLC, a Delaware limited
liability company, ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items
are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).
Item 2. Identity and Background.
Item 2(a) is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed by Partners, SPE I, SPE Master I, RBS, ESL and Edward S. Lampert, by furnishing the information set
forth below. Partners, SPE I, SPE Master I, RBS, ESL and Mr. Lampert are collectively defined as the Reporting Persons.
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) citizenship, (c) present
principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each director and executive officer of ESL (the ESL Director and
Officers). Other than the ESL Director and Officers, there are no persons or corporations controlling or ultimately in control of ESL.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
In grants of shares of Holdings Common Stock by Holdings on February 29, 2016 and March 31, 2016, pursuant to the Extension
Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 44,247 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer and
no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.
In various
open market purchases between February 10, 2016 and April 11, 2016, Mr. Lampert acquired an aggregate of 304,101 shares of Holdings Common Stock for aggregate consideration of approximately $4,536,363 (excluding commissions) using
personal funds.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On April 8, 2016, Holdings, through Sears, Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida
Development, LLC and Kmart Corporation (collectively, the Borrowers), entities wholly-owned and controlled, directly or indirectly by Holdings, obtained a $500 million secured short-term loan facility (the Secured Loan
Facility) from JPP, LLC and JPP II, LLC, affiliates of the Reporting Persons (together, the ESL Lenders), and Cascade Investment, L.L.C. (Cascade, and together with the ESL Lenders, the Initial Lenders).
$250 million was funded under the Secured Loan Facility on April 8, 2016, and, subject to the satisfaction of certain conditions, up to an additional $250 million may be drawn by the Borrowers prior to July 7, 2017, the maturity date of
the Secured Loan Facility.
The Secured Loan Facility has an annual base interest rate of 8%, with accrued interest payable monthly during
the term of the Secured Loan Facility. The Borrowers paid an upfront commitment fee to the Initial Lenders equal to 1.0% of the full principal amount of the Secured Loan Facility and also are required to pay a funding fee to the Initial Lenders and
any subsequent lender who provides a portion of the Secured Loan Facility as part of the syndication, including their respective successors and/or assigns (collectively, the Lenders), equal to 1.0% of the
This Amendment No. 45 to Schedule 13D (this Amendment) relates to common shares,
par value $0.01 per share (the Holdings Common Stock), of Sears Holdings Corporation, a Delaware corporation (Holdings). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership (SPE Master I), RBS
Partners, L.P., a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership, RBS Investment Management, L.L.C., a Delaware limited liability company, CRK Partners, LLC, a Delaware limited
liability company, ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items
are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).
Item 2. Identity and Background.
Item 2(a) is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed by Partners, SPE I, SPE Master I, RBS, ESL and Edward S. Lampert, by furnishing the information set
forth below. Partners, SPE I, SPE Master I, RBS, ESL and Mr. Lampert are collectively defined as the Reporting Persons.
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) citizenship, (c) present
principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each director and executive officer of ESL (the ESL Director and
Officers). Other than the ESL Director and Officers, there are no persons or corporations controlling or ultimately in control of ESL.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
In grants of shares of Holdings Common Stock by Holdings on February 29, 2016 and March 31, 2016, pursuant to the Extension
Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 44,247 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer and
no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock.
In various
open market purchases between February 10, 2016 and April 11, 2016, Mr. Lampert acquired an aggregate of 304,101 shares of Holdings Common Stock for aggregate consideration of approximately $4,536,363 (excluding commissions) using
personal funds.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
On April 8, 2016, Holdings, through Sears, Roebuck and Co., Sears Development Co., Innovel Solutions, Inc., Big Beaver of Florida
Development, LLC and Kmart Corporation (collectively, the Borrowers), entities wholly-owned and controlled, directly or indirectly by Holdings, obtained a $500 million secured short-term loan facility (the Secured Loan
Facility) from JPP, LLC and JPP II, LLC, affiliates of the Reporting Persons (together, the ESL Lenders), and Cascade Investment, L.L.C. (Cascade, and together with the ESL Lenders, the Initial Lenders).
$250 million was funded under the Secured Loan Facility on April 8, 2016, and, subject to the satisfaction of certain conditions, up to an additional $250 million may be drawn by the Borrowers prior to July 7, 2017, the maturity date of
the Secured Loan Facility.
The Secured Loan Facility has an annual base interest rate of 8%, with accrued interest payable monthly during
the term of the Secured Loan Facility. The Borrowers paid an upfront commitment fee to the Initial Lenders equal to 1.0% of the full principal amount of the Secured Loan Facility and also are required to pay a funding fee to the Initial Lenders and
any subsequent lender who provides a portion of the Secured Loan Facility as part of the syndication, including their respective successors and/or assigns (collectively, the Lenders), equal to 1.0% of the
