Основная статистика
| LEI | 549300KWWR4P1RYUVG65 |
| CIK | 1310067 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Global X Funds - Global X Defense Tech ETF
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| January 31, 2020 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION SETTLEMENT AGREEMENT Transform Holdco LLC (“Transform”), Sears Holdings Corporation (“Sears Holdings”) and each of the undersigned direct and indirect subsidiaries of Sears Holdings (collectively, with Sears Holdings, the “Debtors”) hereby enter into this Settlement Agreement (the “Agreement”) on January 10, 2020 (the “Execution Date”). In this Agreement, the |
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| January 31, 2020 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2020 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpo |
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| January 22, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2020 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Inc |
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| January 21, 2020 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Debtors Case No. 18-23538 (RDD) Reporting Period: September 1 October 5, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS MONTHLY OPERATING REPORTS On October 15, 2018 (the Petition Date), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and d |
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| January 21, 2020 |
EX-99.2 Exhibit 99.2 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: October 6 - November 2, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and de |
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| January 21, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2020 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpo |
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| November 4, 2019 |
Financial Statements and Exhibits, Bankruptcy or Receivership 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Inc |
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| October 22, 2019 |
SHLD / Sears Holdings Corp. NT 10-K/A - - NT 10-K/A NT 10-K/A OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2. |
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| October 21, 2019 |
EX-2.1 Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 : SEARS HOLDINGS CORPORATION, et al., : Case No. 18-23538 (RDD) : Debtors.1 : (Jointly Administered) : x ORDER (I) CONFIRMING MODIFIED SECOND AMENDED JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS AND (II) GRANTING RELATED RELIEF Upon the filing by Sears Holdings C |
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| October 21, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: July 7 August 3, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS MONTHLY OPERATING REPORTS On October 15, 2018 (the Petition Date), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and debtors |
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| October 21, 2019 |
EX-99.2 Exhibit 99.2 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: August 4 August 31, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS MONTHLY OPERATING REPORTS On October 15, 2018 (the Petition Date), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and debt |
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| October 21, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpo |
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| September 30, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incor |
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| September 30, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Debtors Case No. 18-23538 (RDD) Reporting Period: June 2 – July 6, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and debtors i |
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| July 22, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Debtors Case No. 18-23538 (RDD) Reporting Period: May 5 – June 1, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and debtors in |
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| July 22, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d756935d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Juris |
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| July 3, 2019 |
EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 SEARS HOLDINGS CORPORATION, et al., : : Case No. 18-23538 (RDD) : Debtors.1 : (Jointly Administered) x DISCLOSURE STATEMENT FOR SECOND AMENDED JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tele |
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| July 3, 2019 |
Financial Statements and Exhibits, Other Events 8-K 1 d37103d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisd |
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| July 3, 2019 |
EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : : Chapter 11 SEARS HOLDINGS CORPORATION, et al., : : Case No. 18-23538 (RDD) : Debtors.1 : (Jointly Administered) x SECOND AMENDED JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Fac |
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| June 17, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al Case No. 18-23538 (RDD) Debtors Reporting Period: April 7 – May 4, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and debtors in |
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| June 17, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorporat |
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| May 17, 2019 |
EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ————————————————————————————————— x In re : : Chapter 11 SEARS HOLDINGS CORPORATION, et al., : : Case No. 18-23538 (RDD) : Debtors.1 : (Jointly Administered) ————————————————————————————————— x AMENDED JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP 767 Fifth |
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| May 17, 2019 |
EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK —————————————————————-——————————— x : In re : Chapter 11 : SEARS HOLDINGS CORPORATION, et al., : Case No. 18-23538 (RDD) : Debtors.1 : (Jointly Administered) : ———————————————————————————————— x DISCLOSURE STATEMENT FOR AMENDED JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSH |
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| May 17, 2019 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorporati |
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| May 14, 2019 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 77) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Name, Address and |
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| May 14, 2019 |
JOINT FILING AGREEMENT May 14, 2019 EX-99.88 EXHIBIT 99.88 JOINT FILING AGREEMENT May 14, 2019 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation |
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| May 3, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d736916d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdi |
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| May 3, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: March 3, 2019 – April 6, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and d |
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| April 18, 2019 |
SHLD / Sears Holdings Corp. NT 10-K NT 10-K OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2. |
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| April 18, 2019 |
EX-99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 : SEARS HOLDINGS CORPORATION, et al., : Case No. 18-23538 (RDD) : Debtors.1 : (Jointly Administered) : x DISCLOSURE STATEMENT FOR JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) |
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| April 18, 2019 |
JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - x In re : : Chapter 11 SEARS HOLDINGS CORPORATION, et al., : : Case No. 18-23538 (RDD) : Debtors.1 : (Jointly Administered) - x JOINT CHAPTER 11 PLAN OF SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (21 |
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| April 18, 2019 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpora |
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| April 18, 2019 |
SHLD / Sears Holdings Corp. 15-15D 15-15D 1 d738097d1515d.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-173459, 333-199475 SEARS HOLDINGS CORPO |
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| April 18, 2019 |
SHLD / Sears Holdings Corp. 15-15D 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-173459, 333-199475 SEARS HOLDINGS CORPORATION (Exact name of regis |
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| April 15, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: February 3, 2019 – March 2, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors an |
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| April 15, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 15, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpora |
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| March 11, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: January 6, 2019 – February 2, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 52 of its debtor affiliates, as debtors |
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| March 11, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d720335d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Juri |
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| February 14, 2019 |
EX-2.1 Exhibit 2.1 Execution Copy AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1, dated as of February 11, 2019 (this “Amendment”), to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of January 17, 2019, by and among Transform Holdco LLC, a Delaware limited liability company (together with any applicable Affiliated Designee, “Buyer”), Sears Holdings Corporation |
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| February 14, 2019 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpo |
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| February 14, 2019 |
ESL Investments, Inc., 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 EX-99.3 Exhibit 99.3 ESL Investments, Inc., 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 VIA Electronic Mail February 12, 2019 The Board of Directors Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Attention: General Counsel email: [email protected] RE: Resignation from the Board of Directors of Sears Holdings Corporation The Board of Directors of Sear |
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| February 14, 2019 |
ESL Investments, Inc., 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 EX-99.2 Exhibit 99.2 ESL Investments, Inc., 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 VIA Electronic Mail February 12, 2019 The Board of Directors Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Attention: General Counsel email: [email protected] RE: Resignation from the Board of Directors of Sears Holdings Corporation The Board of Directors of Sear |
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| February 12, 2019 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D AMENDMENT NO. 76 Activist Investment SC 13D Amendment No. 76 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 76) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| February 12, 2019 |
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT EX-99.87 Exhibit 99.87 Execution Copy AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1, dated as of February 11, 2019 (this “Amendment”), to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of January 17, 2019, by and among Transform Holdco LLC, a Delaware limited liability company (together with any applicable Affiliated Designee, “Buyer”), Sears Holdings Corporat |
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| February 4, 2019 |
8-K 1 d701540d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Ju |
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| January 28, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpo |
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| January 28, 2019 |
EX-99.3 Exhibit 99.3 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: December 2, 2018 - January 5, 2019 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors |
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| January 28, 2019 |
EX-99.1 Exhibit 99.1 In re: Sears Holdings Corporation, et al. Debtors Case No. 18-23538 (RDD) Reporting Period: October 15 – November 3, 2018 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and d |
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| January 28, 2019 |
EX-99.2 Exhibit 99.2 In re: Sears Holdings Corporation, et al. Case No. 18-23538 (RDD) Debtors Reporting Period: November 4 - December 1, 2018 Federal Tax I.D. # 20-1920798 GLOBAL NOTES AND STATEMENTS OF LIMITATIONS AND DISCLAIMERS REGARDING THE DEBTORS’ MONTHLY OPERATING REPORTS On October 15, 2018 (the “Petition Date”), Sears Holdings Corporation and 49 of its debtor affiliates, as debtors and d |
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| January 24, 2019 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 17, 2019 BY AND AMONG TRANSFORM HOLDCO LLC, SEARS HOLDINGS CORPORATION and ITS SUBSIDIARIES PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitions and Interpretive Matters 33 ARTICLE II PURCHASE AND SALE 35 Section 2.1 Purchase and Sale of the Acquired Asse |
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| January 24, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2019 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpo |
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| January 18, 2019 |
EX-99.86 Exhibit 99.86 EXECUTION VERSION ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 17, 2019 BY AND AMONG TRANSFORM HOLDCO LLC, SEARS HOLDINGS CORPORATION and ITS SUBSIDIARIES PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Definitions and Interpretive Matters 33 ARTICLE II PURCHASE AND SALE 35 Section 2.1 Purchase and Sale of the Acquired |
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| January 18, 2019 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 75) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Name, Address and |
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| January 10, 2019 |
Amendment No. 74 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 74) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651 |
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| January 10, 2019 |
EX-99.85 Exhibit 99.85 Transform Holdco LLC c/o ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 January 9, 2019 Lazard Frères & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 632-6479; (212) 632-6418 Attention: Brandon Aebersold, Managing Director Levi Quaintance, Vice President Ladies and Gentlemen, Reference is made to the definitive b |
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| January 4, 2019 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorp |
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| January 2, 2019 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of I |
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| January 2, 2019 |
ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 EX-99.83 EXHIBIT 99.83 HIGHLY CONFIDENTIAL ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 December 28, 2018 JLL, Disposition Services 1400 Post Oak Boulevard, Suite 1100 Houston, Texas 77056 Tel: 844-280-3247 Attention: Donna Kolius, Executive Vice President [email protected] Ladies and Gentlemen, Funds affiliated with ESL Investments, |
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| January 2, 2019 |
ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 EX-99.81 EXHIBIT 99.81 ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 December 5, 2018 Lazard Frères & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 632-6479; (212) 632-6418 Attention: Brandon Aebersold, Managing Director Levi Quaintance, Vice President Ladies and Gentlemen, Funds affiliated with ESL Investments, Inc. (“ESL,” “we” or “ |
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| January 2, 2019 |
EX-99.84 EXHIBIT 99.84 December 27, 2018 Robert Weber Chief Human Resources Officer Sears Holding Corporation 3333 Beverly Road Hoffman Estates, IL 60179 Dear Mr. Weber: I am writing to inform you that I have directed my custodian, Citi Global Markets, Inc., to return to Sears Holding Corporation (the “Company”) 1,327,137 shares of common stock of the Company in accordance with the DTC wire instru |
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| January 2, 2019 |
Amendment No. 73 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 73) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651 |
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| January 2, 2019 |
EX-99.82 EXHIBIT 99.82 Transform Holdco LLC c/o ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 December 28, 2018 Lazard Frères & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 632-6479; (212) 632-6418 Attention: Brandon Aebersold, Managing Director Levi Quaintance, Vice President Ladies and Gentlemen, This letter indicates the terms upo |
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| December 18, 2018 |
Costs Associated with Exit or Disposal Activities 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 15, 2018 Date of Report (Date of Earliest Event Reported) SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Inco |
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| December 13, 2018 |
Letter from Registrant to Gregory G. Ladley, dated October 19, 2017.** Exhibit 10.11 Julie A. Ainsworth Chief People Office Sears Holdings Management Corporation 3333 Beverly Road B6-169B Hoffman Estates, IL 60179 PH: 847-286-1870 Email: [email protected] October 5, 2017 Gregory Ladley Dear Greg, On behalf of Sears Holdings Management Corporation (the “Company”), I am happy to confirm our offer of employment for the position of President, Apparel. Your star |
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| December 13, 2018 |
Exhibit 10.4 EXECUTION VERSION SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED CREDIT AGREEMENT Dated as of November 29, 2018 among SEARS HOLDINGS CORPORATION, a debtor and a debtor-in-possession, as Holdings, SEARS ROEBUCK ACCEPTANCE CORP. and KMART CORPORATION, each debtors and debtors-in-possession, as Borrowers, THE LENDERS NAMED HEREIN, THE ISSUING LENDERS NAMED HEREIN, BANK OF |
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| December 13, 2018 |
First Amendment to the Second Amended and Restated By-Laws, dated October 23, 2018. EXHIBIT 3.2 AMENDMENT TO SECOND AMENDED AND RESTATED BY-LAWS OF SEARS HOLDINGS CORPORATION A DELAWARE CORPORATION ARTICLE I STOCKHOLDERS’ MEETINGS SECTION 1. PLACE OF MEETINGS. The annual meeting of stockholders for the election of directors and all special meetings for that or for any other purpose shall be held at such time and place, either within or without the State of Delaware as may from ti |
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| December 13, 2018 |
Letter from Registrant to Gregory G. Ladley, dated as of November 20, 2018.** Exhibit 10.12 Robert Weber Chief Human Resources Officer Phone: 847-286-2676 Email: [email protected] November 20, 2018 Gregory Ladley President, Softlines/Office of the CEO member Dear Gregory, At the direction of our Chief Restructuring Officer (Mohsin Meghji) and, subject to the approval of the Compensation Committee of the Board of Directors of Sears Holdings Management Corporation (the |
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| December 13, 2018 |
SHLD / Sears Holdings Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 3, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51217, 001-36693 SEARS HOLDINGS CORPORATION (Exact name of |
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| December 13, 2018 |
Exhibit 10.7 EXECUTION VERSION DEBTOR-IN-POSSESSION GUARANTEE AND COLLATERAL AGREEMENT AMONG SEARS HOLDINGS CORPORATION, SEARS, ROEBUCK AND CO., SEARS ROEBUCK ACCEPTANCE CORP., KMART HOLDING CORPORATION, KMART CORPORATION AND CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, AS GRANTORS AND CANTOR FITZGERALD SECURITIES, AS COLLATERAL AGENT DATED AS OF NOVEMBER 29, 2018 TABLE OF CONTENTS Page Section 1. DE |
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| December 13, 2018 |
Exhibit 10.5 EXECUTION VERSION DEBTOR-IN-POSSESSION GUARANTEE AND COLLATERAL AGREEMENT AMONG SEARS HOLDINGS CORPORATION, SEARS, ROEBUCK AND CO., SEARS ROEBUCK ACCEPTANCE CORP., KMART HOLDING CORPORATION, KMART CORPORATION AND CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, AS GRANTORS AND BANK OF AMERICA, N.A. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CO-COLLATERAL AGENTS DATED AS OF NOVEMBER 29, 2 |
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| December 13, 2018 |
Letter from Registrant to Robert A. Riecker, dated as of November 16, 2018.** Exhibit 10.9 Robert Weber Chief Human Resources Officer Phone: 847-286-2676 Email: [email protected] November 16, 2018 Robert A. Riecker Chief Financial Officer/Office of the CEO member Dear Rob, At the direction of our Chief Restructuring Officer (Mohsin Meghji) and, subject to the approval of the Compensation Committee of the Board of Directors of Sears Holdings Management Corporation (th |
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| December 13, 2018 |
Letter from Registrant to Leena Munjal, dated as of November 16, 2018.** Exhibit 10.10 Robert Weber Chief Human Resources Officer Phone: 847-286-2676 Email: [email protected] November 16, 2018 Leena Munjal Chief Digital Officer/Office of the CEO member Dear Leena, At the direction of our Chief Restructuring Officer (Mohsin Meghji) and, subject to the approval of the Compensation Committee of the Board of Directors of Sears Holdings Management Corporation (the “C |
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| December 13, 2018 |
Exhibit 10.6 SUPERPRIORITY JUNIOR LIEN SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of November 29, 2018 among SEARS HOLDINGS CORPORATION, a debtor and a debtor-in-possession, as Holdings, SEARS ROEBUCK ACCEPTANCE CORP. and KMART CORPORATION, each debtors and debtors-in-possession, as Borrowers, THE LENDERS NAMED HEREIN, and CANTOR FITZGERALD SECURITIES, as Agent and Collateral Agent Por |
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| December 6, 2018 |
ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 EX-99.81 Exhibit 99.81 ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 December 5, 2018 Lazard Frères & Co. LLC 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 632-6479; (212) 632-6418 Attention: Brandon Aebersold, Managing Director Levi Quaintance, Vice President Ladies and Gentlemen, Funds affiliated with ESL Investments, Inc. (“ESL,” “we” or “ |
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| December 6, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/AMENDMENT NO. 72 Activist Investment SC 13D/Amendment No. 72 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 72) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| December 4, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 28, 2018 Date of Report (Date of Earliest Event Reported) SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpo |
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| November 20, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorp |
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| November 16, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 71) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Name, Address and |
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| November 16, 2018 |
FOURTH AMENDMENT TO CREDIT AGREEMENT EX-99.80 Exhibit 99.80 FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2018 (the “Effective Date”), is entered into by and among SRC O.P. LLC, a Delaware limited liability company (“SRC OP”), SRC Facilities LLC, a Delaware limited liability company (“SRC Facilities”), SRC Real Estate (TX), LLC, a Delaware limited liability |
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| October 19, 2018 |
SHLD / Sears Holdings Corp. / FAIRHOLME CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| October 17, 2018 |
18-23538-rdd Doc 7 Filed 10/15/18 Entered 10/15/18 07:15:41 Main Document Pg 1 of 304 EX-99.75 Exhibit 99.75 18-23538-rdd Doc 7 Filed 10/15/18 Entered 10/15/18 07:15:41 Main Document Pg 1 of 304 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Ray C. Schrock, P.C. Jacqueline Marcus Garrett A. Fail Sunny Singh Proposed Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRI |
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| October 17, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 70) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Name, Address and |
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| October 15, 2018 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 15, 2018 Date of Report (Date of Earliest Event Reported) SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpor |
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| October 15, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 10, 2018 Date of Report (Date of Earliest Event Reported) SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpor |
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| October 15, 2018 |
EX-99.2 Exhibit 99.2 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: October 15, 2018 SEARS HOLDINGS INITIATES PROCESSES TO ACCELERATE STRATEGIC TRANSFORMATION AND FACILITATE FINANCIAL RESTRUCTURING Receives Commitments for $300 million Debtor-in-Possession Financing; Negotiating $300 million Junior Debtor-in-Possession Financing; Commences Voluntary Chapt |
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| October 15, 2018 |
List of Subsidiaries that are Debtors EX-99.1 Exhibit 99.1 List of Subsidiaries that are Debtors 1. Kmart Holding Corporation 2. Kmart Operations LLC 3. Sears Operations LLC 4. Sears, Roebuck and Co. 5. A&E Factory Service, LLC 6. A&E Home Delivery, LLC 7. A&E Lawn & Garden, LLC 8. A&E Signature Service, LLC 9. FBA Holdings Inc. 10. Innovel Solutions, Inc. 11. Kmart Corporation 12. MaxServ, Inc. 13. Private Brands, Ltd. 14. Sears Deve |
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| October 9, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Inc |
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| October 5, 2018 |
SHLD / Sears Holdings Corp. CORRESP CORRESP 1 filename1.htm Robert A. Riecker Chief Financial Officer Sears Holdings Corporation 3333 Beverly Road B5-168A Hoffman Estates, IL 60179 (847) 286-3715 VIA EDGAR October 5, 2018 Mr. William H. Thompson Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Sears Holdings Corporation Form 10-K for Fiscal Year En |
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| September 24, 2018 |
EX-99.74 September 23, 2018 Transforming Sears Holdings – A Proposal from ESL Investments, Inc. Creating Value for All Stakeholders Exhibit 99.74 Disclaimer This presentation has been prepared by ESL Investments (“ESL”) based on non-confidential information provided by the Company and publicly available information. ESL and its representatives have not assumed any responsibility for independently |
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| September 24, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - AMENDMENT #69 TO SC 13D Activist Investment Amendment #69 to SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 14, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - AMENDMENT #68 TO SC 13D Activist Investment SC 13D/A 1 d592383dsc13da.htm AMENDMENT #68 TO SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 68) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, |
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| September 13, 2018 |
8-K 1 d618658d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or O |
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| September 13, 2018 |
EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT This First Amendment (this “Amendment”), dated as of September 12, 2018, is entered into by and among (i) JPP, LLC, a Delaware limited liability company, as agent (in its capacity as administrative agent for the Lenders, together with its permitted successors and assigns in accordance with Section 7.1 of the Loan Agr |
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| September 13, 2018 |
SEARS HOLDINGS REPORTS SECOND QUARTER 2018 RESULTS Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: September 13, 2018 SEARS HOLDINGS REPORTS SECOND QUARTER 2018 RESULTS HOFFMAN ESTATES, Ill. - Sears Holdings Corporation ("Holdings," "we," "us," "our," or the "Company") (NASDAQ: SHLD) today announced financial results for its second quarter ended August 4, 2018. As a supplement to this announce |
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| September 13, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 shcform8-kxq22018earningsr.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2018 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-51217, 001-36693 20-1920798 |
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| September 13, 2018 |
SHLD / Sears Holdings Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 4, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51217, 001-36693 SEARS HOLDINGS CORPORATION (Exact name of re |
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| September 13, 2018 |
Exhibit 10.6 Schedules, Exhibits and Amendments to the Amended and Restated Program Agreement, dated as of July 15, 2003, amended and restated as of November 3, 2003, by and among Sears, Roebuck and Co., Sears Brands Business Unit Corporation (as successor in interest to Sears Intellectual Property Management Company) and Citibank, N.A. (as successor in interest to Citibank (South Dakota), N.A., w |
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| September 13, 2018 |
EXHIBIT 10.7 SIXTH AMENDMENT TO MEZZANINE LOAN AGREEMENT This Sixth Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of July 25, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as the same was |
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| September 13, 2018 |
EXHIBIT 10.5 CLARIFICATION AND CORRECTION TO SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT CLARIFICATION AND CORRECTION TO SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Clarification”), dated as of June 4, 2018, between: SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORA |
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| September 4, 2018 |
EX-10.1 Exhibit 10.1 AMENDMENT TO TRANSACTION DOCUMENTS This AMENDMENT TO TRANSACTION DOCUMENTS, dated as of August 30, 2018, (this “Amendment”), is entered into by and among the undersigned in connection with (i) that certain Pension Plan Protection and Forbearance Agreement, dated as of March 18, 2016 (as amended, extended, restated, replaced, supplemented or otherwise modified from time to time |
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| September 4, 2018 |
EX-10.2 Exhibit 10.2 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 31, 2018 (the “Third Amendment Effective Date”), is entered into by and among SRC O.P. LLC, a Delaware limited liability company (“SRC OP”), SRC Facilities LLC, a Delaware limited liability company (“SRC Facilities”), SRC Real Estate (TX), LLC, a Delaware limited |
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| September 4, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpor |
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| August 28, 2018 |
SHLD / Sears Holdings Corp. / FAIRHOLME CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 14, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/AMENDMENT NO. 67 Activist Investment SC 13D/AMENDMENT NO. 67 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 67)* Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Nam |
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| August 14, 2018 |
SIXTH AMENDMENT TO MEZZANINE LOAN AGREEMENT EX-99.71 Exhibit 99.71 SIXTH AMENDMENT TO MEZZANINE LOAN AGREEMENT This Sixth Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of July 25, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as th |
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| August 14, 2018 |
ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 EX-99.72 Exhibit 99.72 ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 August 14, 2018 Special Committee of the Board of Directors Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Fellow Board Members, On April 20, 2018, ESL Investments, Inc. (“ESL” or “we”) wrote to the Board of Directors (the “Board”) of Sears Holdings |
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| July 6, 2018 |
EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT and FIRST AMENDMENT TO PROPERTY INFORMATION AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PROPERTY INFORMATION AGREEMENT (this “Amendment”), dated as of June 29, 2018 (the “Effective Date”), is entered into by and among SRC O.P. LLC, a Delaware limited liability company (“SRC OP”), SRC Facilities LLC, a Delaware |
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| July 6, 2018 |
EX-10.3 Exhibit 10.3 EXECUTION COPY FIFTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT FIFTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated as of July 5, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation (“SRAC”), and KMART CORPORATION, a Michigan corporation (“Kmart Corp.”), the other Guarantors list |
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| July 6, 2018 |
EX-10.2 Exhibit 10.2 FIFTH AMENDMENT TO MEZZANINE LOAN AGREEMENT This Fifth Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of June 29, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as the |
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| July 6, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorporat |
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| July 6, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/AMENDMENT NO. 66 Activist Investment SC 13D/AMENDMENT NO. 66 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 66) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| June 5, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/AMENDMENT NO. 65 Activist Investment SC 13D/A 1 d458432dsc13da.htm SC 13D/AMENDMENT NO. 65 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 65)* Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, T |
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| June 4, 2018 |
EX-10.1 Exhibit 10.1 THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of June 4, 2018 between SEARS, ROEBUCK AND CO., KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION, SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT CORPORATION, MAXSERV, INC., TROY COOLIDGE NO. 13, LLC, SEARS DEVELOPMENT CO., and BIG BEAVER OF FLORIDA DEVELOPMENT, LLC collectiv |
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| June 4, 2018 |
8-K 1 d598282d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisd |
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| May 31, 2018 |
CONFLICT MINERALS REPORT for the Calendar Years 2016 and 2017 EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT for the Calendar Years 2016 and 2017 This Conflict Minerals Report (“CMR”) of Sears Holdings Corporation (“Sears Holdings” and, together with its subsidiaries, “we”, “us” or “our”) has been prepared pursuant to Rule 13p-1 (“Rule 13p-1”) promulgated under the Securities Exchange Act of 1934, as amended, for the period January 1, 2016 through December 31 |
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| May 31, 2018 |
SHLD / Sears Holdings Corp. SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Sears Holdings Corporation (Exact name of the registrant as specified in its charter) Delaware 000-51217, 001-36693 20-1920798 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No) 3333 Beverly Road, Hoffman Estates, Illino |
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| May 31, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 shcform8-kxq12018earningsr.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2018 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-51217, 001-36693 20-1920798 (State |
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| May 31, 2018 |
SEARS HOLDINGS REPORTS FIRST QUARTER 2018 RESULTS Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: May 31, 2018 SEARS HOLDINGS REPORTS FIRST QUARTER 2018 RESULTS HOFFMAN ESTATES, Ill. - Sears Holdings Corporation ("Holdings," "we," "us," "our," or the "Company") (NASDAQ: SHLD) today announced financial results for its first quarter ended May 5, 2018. As a supplement to this announcement, a pre |
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| May 31, 2018 |
EXHIBIT 10.3 SEVENTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT SEVENTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of April 26, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers”), JPP, LLC, JPP II, |
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| May 31, 2018 |
EXHIBIT 10.2 SIXTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT SIXTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of April 20, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers”), JPP, LLC, JPP II, LLC |
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| May 31, 2018 |
EXHIBIT 10.1 EXECUTION VERSION FIFTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT FIFTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of February 13, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers”), |
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| May 31, 2018 |
SHLD / Sears Holdings Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 5, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51217, 001-36693 SEARS HOLDINGS CORPORATION (Exact name of regis |
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| May 31, 2018 |
EXHIBIT 10.8 FOURTH AMENDMENT TO MEZZANINE LOAN AGREEMENT This Fourth Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of May 7, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as the same was |
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| May 31, 2018 |
EXHIBIT 10.4 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 20, 2018 (the “Effective Date”), is entered into by and among SRC O.P. LLC, a Delaware limited liability company (“SRC OP”), SRC Facilities LLC, a Delaware limited liability company (“SRC Facilities”), SRC Real Estate (TX), LLC, a Delaware limited liability company (“SRC |
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| May 31, 2018 |
EXHIBIT 10.5 AMENDMENT TO MEZZANINE LOAN AGREEMENT This Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of April 13, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018 (the “Loan Agreement”; all |
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| May 31, 2018 |
EXHIBIT 10.6 SECOND AMENDMENT TO MEZZANINE LOAN AGREEMENT This Second Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of April 20, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as the same |
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| May 31, 2018 |
EXHIBIT 10.7 THIRD AMENDMENT TO MEZZANINE LOAN AGREEMENT This Third Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of April 26, 2018, is by and between JPP, LLC, as administrative agent (together with its successors and assigns, “Administrative Agent”) and SRC SPARROW 2 LLC (“Borrower”) and amends that certain Mezzanine Loan Agreement, dated as of March 14, 2018, as the same wa |
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| May 29, 2018 |
ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 EX-99.67 Exhibit 99.67 ESL Investments, Inc. 1170 Kane Concourse, Suite 200 Bay Harbor Islands, FL 33154 (305) 702-2100 May 25, 2018 Special Committee of the Board of Directors Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Fellow Board Members, In our April 20th letter regarding a proposal to acquire certain assets of Sears (the “ESL Proposal”), we indicated that we |
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| May 29, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/AMENDMENT NO. 64 Activist Investment SC 13D/Amendment No. 64 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 64)* Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Nam |
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| May 21, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d591809d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2018 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdicti |
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| May 21, 2018 |
EX-99.1 Exhibit 99.1 Citi Retail Services and Sears Holdings Announce Extended Relationship and Shop Your Way® Benefits Enhanced rewards, with industry-leading 5% back in points on gas purchases Hoffman Estates, Ill. / New York – Citi and Sears Holdings are pleased to announce the long-term extension of their 15-year co-brand and private label credit card relationship along with long-term marketin |
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| May 10, 2018 |
EX-3.2 EXHIBIT 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF SEARS HOLDINGS CORPORATION A DELAWARE CORPORATION ARTICLE I STOCKHOLDERS’ MEETINGS SECTION 1. PLACE OF MEETINGS. The annual meeting of stockholders for the election of directors and all special meetings for that or for any other purpose shall be held at such time and place, either within or without the State of Delaware as may from time to |
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| May 10, 2018 |
8-K 1 d568144d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2018 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdictio |
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| April 23, 2018 |
SEARS HOLDINGS ANNOUNCES RECEIPT OF LETTER FROM ESL INVESTMENTS EX-99.1 Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: April 23, 2018 SEARS HOLDINGS ANNOUNCES RECEIPT OF LETTER FROM ESL INVESTMENTS Hoffman Estates, Ill., April 23, 2018 – Sears Holdings Corporation (the “Company”) (NASDAQ: SHLD) today announced that its Board of Directors (“Board”) has received a letter from ESL Investments, Inc. (“ESL”) e |
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| April 23, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorpora |
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| April 23, 2018 |
SIXTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT EX-99.65 Exhibit 99.65 SIXTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT SIXTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of April 20, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers”), JPP, LLC, J |
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| April 23, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/AMENDMENT NO. 63 Activist Investment SC 13D/Amendment No. 63 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 63) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| April 23, 2018 |
Lawrence S. Chu Moelis & Company Managing Director (212) 883-4588 EX-99.66 Exhibit 99.66 April 20, 2018 Board of Directors Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, Illinois 60179 Ladies and Gentlemen, Funds affiliated with ESL Investments are the largest stockholders of, and substantial lenders to, Sears Holding Corporation (“Sears”). We continue to see value in Sears and its underlying assets and believe strongly that with an appropriate ru |
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| April 23, 2018 |
FIFTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT EX-99.64 Exhibit 99.64 EXECUTION VERSION FIFTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT FIFTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of February 13, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Bo |
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| March 29, 2018 |
SHLD / Sears Holdings Corp. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| March 29, 2018 |
SHLD / Sears Holdings Corp. DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Con |
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| March 23, 2018 |
Letter from Registrant to Robert Naedele, dated as of January 19, 2017.** Exhibit 10.57 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] January 19, 2017 Robert J. Naedele Jr. 11740 SW Breyman Ave Portland, OR 97219 Dear B.J., We are pleased to extend to you our offer to join Sears Holdings Corporation (“SHC”) as Chief Commercial Officer, Shop Your Way, reporting to Edward Lampert, Chief Executive Officer. Your start date is to be determined and you will be employed by Sears |
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| March 23, 2018 |
Letter from Registrant to Leena Munjal, dated as of January 8, 2018.** Exhibit 10.59 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] January 8, 2018 Leena Munjal SVP, Customer Experience and Integrated Retail Dear Leena, We are pleased to offer you the position of Chief Digital Officer. In addition to your current responsibilities, in this new role your additional responsibilities will include leadership over: Data Analytics, Online and the Marketing Business Units (“BU”) |
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| March 23, 2018 |
Letter from Registrant to Perry D. Schwartz, dated as of January 31, 2017. ** Exhibit 10.55 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] January 31, 2017 Perry D. Schwartz Vice President, Tools and Lawn & Garden Dear Dean, We are pleased to offer you the opportunity to serve as President, Tools, Lawn & Garden, Fitness, Sports, and Children’s Entertainment, effective January 29, 2017 (“Effective Date”). As of the Effective Date your annual base salary will be increased to $400 |
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| March 23, 2018 |
Letter from Registrant to Perry D. Schwartz, dated as of August 15, 2016.** Exhibit 10.54 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] August 15, 2016 Perry Schwartz Vice President, Tools and Lawn & Garden Dear Dean, In recognition of your past and future contributions to the Company, and as a critical member of the Tools Business Unit, we are pleased to provide you with the following changes to your compensation. Effective August 1, 2016, the key elements to your compensat |
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| March 23, 2018 |
Letter from Registrant to Leena Munjal, dated as of January 29, 2014.** Exhibit 10.58 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] January 29, 2014 Ms. Leena Munjal Dear Leena, As you continue in the role of Senior Vice President, Customer Experience and Integrated Retail, we are pleased to provide you with the following compensation changes effective February 2, 2014, subject to approval by the Compensation Committee of the Sears Holdings Corporation Board of Directors |
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| March 23, 2018 |
Letter from Registrant to Perry D. Schwartz, dated as of June 21, 2017. ** Exhibit 10.56 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] June 21, 2017 Perry D. Schwartz President, Tools, Lawn & Garden, Fitness, Sporting Goods, and Children’s Entertainment Dear Dean, We are pleased to offer you the opportunity to expand your role and serve as President, Hardlines, effective April 25, 2017 (“Effective Date”). Subject to the approval of the Compensation Committee (“Compensation |
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| March 23, 2018 |
Exhibit 10.79 Execution Version FOURTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT FOURTH AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this “Amendment”) dated as of December 13, 2017 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers” |
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| March 23, 2018 |
Subsidiaries of the Registrant. EXHIBIT 21 Subsidiaries of the Registrant The following is a list of subsidiaries of Sears Holdings Corporation and the state or country in which each was organized, as of February 3, 2018. |
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| March 23, 2018 |
Exhibit 10.92 MEZZANINE LOAN AGREEMENT dated as of March 14, 2018 among SRC SPARROW 2 LLC, as Borrower, the Lenders party hereto and JPP, LLC, as Administrative Agent TABLE OF CONTENTS ARTICLE I Page DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Reserved 20 SECTION 1.03. Terms Generally 20 SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations 20 SECTION 1.05. Rounding 21 SECTION |
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| March 23, 2018 |
Exhibit 10.91 EXECUTION VERSION CREDIT AGREEMENT dated as of March 14, 2018 among SRC O.P. LLC, SRC FACILITIES LLC, and SRC REAL ESTATE (TX), LLC, as Borrowers, the Lenders party hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent and UBS SECURITIES LLC, as Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generall |
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| March 23, 2018 |
Exhibit 10.90 EXECUTION VERSION FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of February 26, 2018 (the “Fourth Amendment Effective Date”), among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borro |
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| March 23, 2018 |
Exhibit 10.87 Execution Version TERM INCREASE AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT TERM INCREASE AMENDMENT NO. 1 TO THE TERM LOAN CREDIT AGREEMENT dated as of January 19, 2018 (this “Term Increase Amendment”), by and among SEARS HOLDINGS CORPORATION, a Delaware Corporation (the “Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation and KMART CORPORATION, a Michigan corpor |
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| March 23, 2018 |
Computation of ratio of earnings to fixed charges for Registrant and consolidated subsidiaries. Exhibit 12 COMPUTATION OF RATIO OF INCOME TO COMBINED FIXED CHARGES SEARS HOLDINGS CORPORATION AND CONSOLIDATED SUBSIDIARIES Year Ended (millions, except ratios) 2017 2016 2015 2014 2013 Fixed Charges Interest and amortization of debt discount and expense on all indebtedness $511 $377 $289 $276 $214 Add interest element implicit in rentals 223 249 240 241 259 734 626 529 517 473 Interest capitaliz |
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| March 23, 2018 |
SHLD / Sears Holdings Corp. 10-K (Annual Report) United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended February 3, 2018 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 000-51217, 001-36693 SEARS HOLDINGS CORPORATION (Exact Name of Registra |
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| March 23, 2018 |
Exhibit 10.60 SPECIAL RETENTION AWARD AGREEMENT Subject to approval by the Compensation Committee of the Board of Directions (the “Committee”) of Sears Holdings Corporation (the “Company”), this Special Retention Award Agreement (“Agreement”) is made as of January 8, 2018 (“Effective Date”) between Leena Munjal (“Executive”) and Sears Holdings Corporation and its affiliates and subsidiaries (“Sear |
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| March 23, 2018 |
EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT FOURTH AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated as of March 20, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers”), the Guarantors listed on the signature page |
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| March 23, 2018 |
EX-10.4 Exhibit 10.4 EXECUTION VERSION FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 21, 2018, between: SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borro |
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| March 23, 2018 |
EX-4.1 Exhibit 4.1 EXECUTION VERSION FIFTH SUPPLEMENTAL INDENTURE This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 20, 2018 (this “Supplemental Indenture”), is entered into by and among Sears Holdings Corporation (the “Company”), the Guarantors (as defined in the Indenture), and Wilmington Trust, National Association, as successor Trustee and Collateral Agent (the “Trustee”). W I T N E S S E T |
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| March 23, 2018 |
EX-10.5 Exhibit 10.5 EXECUTION VERSION SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 21, 2018, between: SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borro |
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| March 23, 2018 |
EX-4.4 Exhibit 4.4 EXECUTION VERSION SEARS HOLDINGS CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 20, 2018 8% SENIOR UNSECURED CONVERTIBLE PIK TOGGLE NOTES DUE 2019 TABLE OF CONTENTS Page ARTICLE 1 RELATION TO BASE INDENTURE; DEFINITIONS AND INCORPORATION Section 1.01 Relation to Base Indenture 2 Section 1.02 Definitions 2 Section 1.0 |
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| March 23, 2018 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED SECURITY AGREEMENT among SEARS HOLDINGS CORPORATION, and certain of its Subsidiaries, as Grantors and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent Dated as of March 20, 2018 THIS SECURITY AGREEMENT is subject to the terms and provisions of the Amended and Restated Intercreditor Agreement, dated as of March 20, 2018 (as such |
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| March 23, 2018 |
EX-10.3 Exhibit 10.3 EXECUTION VERSION SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agents, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent Dated as of March 20, 2018 TABLE OF CONTENTS Page No. ARTICLE 1 DEFINITIONS 3 Section 1.1 UCC Definitions 3 Section 1.2 Other Definitions 3 Section 1. |
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| March 23, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Inco |
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| March 23, 2018 |
EX-4.2 Exhibit 4.2 EXECUTION VERSION SEARS HOLDINGS CORPORATION, THE GUARANTORS PARTY HERETO and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 20, 2018 65/8% Senior Secured Convertible PIK Toggle Notes due 2019 CROSS-REFERENCE TABLE TIA Section Indenture Section 310(a)(1) 7.05 (a)(2) 7.05 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.06 (b) 7.04; 7.06; 12.02 (b)(1) 7.06 (c) N.A. 311 |
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| March 23, 2018 |
EX-99.1 Exhibit 99.1 Sears Holdings announces completion of previously announced private exchange offers for outstanding 8% Senior Unsecured Notes Due 2019 and 6 5/8% Senior Secured Notes Due 2018 and negotiated exchanges of and amendments to certain other indebtedness March 21, 2018 HOFFMAN ESTATES, Ill., Mar. 21, 2018 /PRNewswire/ Sears Holdings Corporation (“we” or the “Company”) (NASDAQ: SHLD) |
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| March 23, 2018 |
JOINT FILING AGREEMENT March 23, 2018 EX-99.62 EXHIBIT 99.62 JOINT FILING AGREEMENT March 23, 2018 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulatio |
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| March 23, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/AMENDMENT NO. 62 Activist Investment SC 13D/Amendment No. 62 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 62) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| March 21, 2018 |
SHLD / Sears Holdings Corp. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on March 21, 2018 Registration No. |
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| March 14, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorporation) |
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| March 14, 2018 |
EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT This Second Amendment (this “Amendment”), dated as of March 8, 2018 by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “JPP” or, the “Lender”), SEARS, ROEBUCK AND CO. (“Sears”), KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION (“KMART”), SHC DESERT S |
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| March 14, 2018 |
EX-99.1 3 d549746dex991.htm EX-99.1 Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: March 14, 2018 SEARS HOLDINGS REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS Completes Secured Loan in Connection with Previously Announced PBGC Transaction HOFFMAN ESTATES, Ill. - Sears Holdings Corporation (“Holdings,” “we,” “us,” “our,” or the “Company”) |
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| March 14, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 61)* Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Name, Address and |
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| February 15, 2018 |
Regulation FD Disclosure, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorp |
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| February 14, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D AMENDMENT NO. 60 Activist Investment SC 13D Amendment No. 60 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 60) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| February 13, 2018 |
EX-10.1 2 d538330dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 7, 2018, between: SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a |
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| February 13, 2018 |
8-K 1 d538330d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000 |
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| February 13, 2018 |
EX-10.3 Exhibit 10.3 EXECUTION VERSION THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this ?Amendment?) dated as of February 7, 2018, among SEARS HOLDINGS CORPORATION, a Delaware corporation (?Holdings?), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the ?Borrowers?), the Guarantors party to the |
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| February 13, 2018 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this ?Amendment?) dated as of February 7, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (?Holdings?), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the ?Borrowers?), the Guarantors party to t |
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| February 1, 2018 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT TO TERM LOAN CREDIT AGREEMENT AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this ?Amendment?) dated as of January 29, 2018 (the ?Amendment Effective Date?), among SEARS HOLDINGS CORPORATION, a Delaware corporation (?Holdings?), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the ?Borrowers?), the Gua |
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| February 1, 2018 |
8-K 1 d532001d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Ju |
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| February 1, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D AMENDMENT NO. 59 Activist Investment SC 13D Amendment No. 59 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 59) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| January 23, 2018 |
EX-99.1 Exhibit 99.1 Sears Holdings announces intention to commence private exchange offers for outstanding 8% Senior Unsecured Notes Due 2019 and 6 5/8% Senior Secured Notes Due 2018 and pursue negotiated exchange of certain other indebtedness January 23, 2018 HOFFMAN ESTATES, Ill., January 23, 2018 /PRNewswire/ ? Sears Holdings Corporation (?Holdings,? ?we,? ?us,? ?our,? or the ?Company?) (NASDA |
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| January 23, 2018 |
Financial Statements and Exhibits, Other Events 8-K 1 d509886d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000 |
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| January 16, 2018 |
SHLD / Sears Holdings Corp. / FAIRHOLME CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 11, 2018 |
SHLD / Sears Holdings Corp. / FAIRHOLME CAPITAL MANAGEMENT LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| January 10, 2018 |
EX-10.1 3 d519736dex101.htm EX-10.1 Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT Dated as of January 4, 2018 among SEARS HOLDINGS CORPORATION, as Holdings, and SEARS ROEBUCK ACCEPTANCE CORP. and KMART CORPORATION, as Borrowers and THE OTHER GUARANTORS PARTY HERETO, and THE LENDERS NAMED HEREIN, and JPP, LLC, as Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 |
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| January 10, 2018 |
EX-10.2 4 d519736dex102.htm EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated as of January 9, 2018 among SEARS HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the “Borrowers”), the Guarantors |
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| January 10, 2018 |
8-K 1 d519736d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2018 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000- |
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| January 10, 2018 |
EX-99.1 5 d519736dex991.htm EX-99.1 Exhibit 99.1 Sears Holdings Announces Plan to Enhance Liquidity and Accelerate Return to Profitability Raises an Incremental $100 Million in New Financing and Pursues an Additional $200 Million Progressing Discussions on Additional Transactions to Enhance Liquidity and Strengthen Balance Sheet Actioning Incremental $200 Million in Annualized Cost Reductions in 2 |
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| January 10, 2018 |
EX-4.1 Exhibit 4.1 FOURTH SUPPLEMENTAL INDENTURE This FOURTH SUPPLEMENTAL INDENTURE, dated as of January 9, 2018 (this ?Supplemental Indenture?), is entered into by and among Sears Holdings Corporation (the ?Company?), the Guarantors (as defined in the Indenture), and Wilmington Trust, National Association, as successor Trustee and Collateral Agent (the ?Trustee?). W I T N E S S E T H: WHEREAS the |
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| January 10, 2018 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D AMENDMENT NO. 58 Activist Investment SC 13D Amendment No. 58 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 58) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Na |
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| December 12, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2017 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorporat |
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| December 12, 2017 |
EX-99.1 Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: December 12, 2017 SEARS HOLDINGS ANNOUNCES INCREMENTAL LIQUIDITY ACTIONS TO ENHANCE FINANCIAL FLEXIBILITY Extends $400 Million 2018 Term Loan Facility to 2019 Intends to Obtain Secured Credit Facility of Approximately $600 Million in Connection with the Previously-Announced PBGC Transacti |
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| December 12, 2017 |
EX-10.1 EXHIBIT 10.1 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?), dated as of December 12, 2017, between: SEARS HOLDINGS CORPORATION, a Delaware corporation (?Holdings?), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the ?Borrowers?), The Len |
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| November 30, 2017 |
SEARS HOLDINGS REPORTS THIRD QUARTER 2017 RESULTS Exhibit Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: November 30, 2017 SEARS HOLDINGS REPORTS THIRD QUARTER 2017 RESULTS HOFFMAN ESTATES, Ill. - Sears Holdings Corporation ("Holdings," "we," "us," "our," or the "Company") (NASDAQ: SHLD) today announced financial results for its third quarter ended October 28, 2017 . As a supplement to this |
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| November 30, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 shcform8-kxq32017earningsr.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-51217, 001-36693 20-1920798 ( |
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| November 30, 2017 |
SHLD / Sears Holdings Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 28, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51217, 001-36693 SEARS HOLDINGS CORPORATION (Exact name of |
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| November 14, 2017 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION REMIC AMENDMENT TO PPPFA, CRAFTSMAN CONSENT AND OTHER TRANSACTION DOCUMENTS This REMIC AMENDMENT TO PPPFA, CRAFTSMAN CONSENT AND OTHER TRANSACTION DOCUMENTS, dated as of November 7, 2017, (this ?Amendment?), is entered into by and among the undersigned in connection with (i) that certain Pension Plan Protection and Forbearance Agreement, dated as of March 18, |
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| November 14, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d483374d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisd |
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| November 8, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorporati |
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| November 8, 2017 |
EX-99.1 2 d491057dex991.htm EX-99.1 Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: November 8, 2017 SEARS HOLDINGS ENTERS INTO AMENDMENT TO PENSION PLAN PROTECTION ARRANGEMENT WITH PBGC Provides Update on Expected Financial Performance for the Third Quarter and on Liquidity HOFFMAN ESTATES, IL - Sears Holdings Corporation (“Holdings,” “we,” “ |
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| November 3, 2017 |
SHLD / Sears Holdings Corp. / FAIRHOLME CAPITAL MANAGEMENT LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| October 30, 2017 |
EX-10.2 3 d479892dex102.htm EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This Amendment (this “Amendment”), dated as of October 25, 2017, by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “JPP”) and CASCADE INVESTMENT, L.L.C., a Washington limited liability company (“Cascade”, and together with JPP, the “Initial Lenders”), |
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| October 30, 2017 |
EX-10.1 Exhibit 10.1 AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT This Amendment (this ?Amendment?), dated as of October 25, 2017, by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together ?JPP? or, the ?Lender?), SEARS, ROEBUCK AND CO. (?Sears?), KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION (?KMART?), SHC DESERT SPRINGS, LL |
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| October 30, 2017 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorp |
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| October 19, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51217, 001-36693 (Commission |
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| October 19, 2017 |
EX-10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 18, 2017 between SEARS, ROEBUCK AND CO., KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION, SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT CORPORATION, MAXSERV, INC., TROY COOLIDGE NO. 13, LLC SEARS DEVELOPMENT CO. and BIG BEAVER OF FLORIDA DEVELOPMENT, LLC collec |
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| October 17, 2017 |
SHLD / Sears Holdings Corp. / FAIRHOLME CAPITAL MANAGEMENT LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under The Securities Exchange Act of 1934 (Amendment No. |
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| October 16, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2017 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51217, 001-36693 20-1920 |
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| October 5, 2017 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorporatio |
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| October 5, 2017 |
EX-10.1 Exhibit 10.1 AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 4, 2017 between SEARS, ROEBUCK AND CO., KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION, SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT CORPORATION, MAXSERV, INC. AND TROY COOLIDGE NO. 13, LLC collectively, as Borrower, SEARS HOLDINGS CORPORATION, as Guarantor, and JPP |
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| October 5, 2017 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 57)* Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Name, Address and |
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| September 12, 2017 |
8-K 1 d351095d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 10, 2017 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0 |
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| August 24, 2017 |
Sears Holdings 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Inc |
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| August 24, 2017 |
Exhibit Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: August 24, 2017 SEARS HOLDINGS REPORTS SECOND QUARTER 2017 RESULTS AND PROVIDES AN UPDATE ON RECENT LIQUIDITY AND STRATEGIC ACTIONS Significant Improvement in Net Loss and Adjusted EBITDA for the Second Quarter HOFFMAN ESTATES, Ill. - Sears Holdings Corporation ("Holdings," "we," "us," "o |
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| August 24, 2017 |
EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 1 TO CONSENT, WAIVER AND AMENDMENT This AMENDMENT NO. 1 TO CONSENT, WAIVER AND AMENDMENT (the “Amendment”), dated as of June 29, 2017, is entered into by and among the undersigned in connection with that certain Consent, Waiver and Amendment, dated as of March 8, 2017 (as amended, supplemented or otherwise modified from time to time, the “Consent”), and |
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| August 24, 2017 |
SHLD / Sears Holdings Corp. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 29, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51217, 001-36693 SEARS HOLDINGS CORPORATION (Exact name of reg |
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| August 24, 2017 |
SPECIAL INCENTIVE AWARD AGREEMENT EXHIBIT 10.8 SPECIAL INCENTIVE AWARD AGREEMENT This Special Incentive Award Agreement (“Agreement”) is made as of June 8, 2017 “Effective Date”) between Sean Skelley (“Executive”) and Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”) (collectively referred to as the “Parties”). Background A. Executive is employed by Sears and Sears desires to provide additional financial inc |
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| August 24, 2017 |
EXHIBIT 2.1 EXECUTION VERSION SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT is entered into as of this 28th day of July 2017 (this “Amendment”), by and between Sears Holdings Corporation, a Delaware corporation (“Seller”), and Stanley Black & Decker, Inc., a Connecticut corporation (“Purchaser”). Seller and Purchaser are herein referred to ind |
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| August 24, 2017 |
EXHIBIT 10.3 AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This Amendment (this “Amendment”), dated as of July 3 and effective July 7, 2017, by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “JPP”) and CASCADE INVESTMENT, L.L.C., a Washington limited liability company (“Cascade”, and together with JPP, the “Initial Lenders”), and SEARS, ROEBUCK AND CO. |
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| August 24, 2017 |
EXHIBIT 10.7 [SEARS HOLDINGS LETTERHEAD] June 8, 2017 Sean Skelley President, Home Services Dear Sean, As a critical member of the Home Services Business Unit, we are pleased to offer you a special incentive award, subject to the approval of the Compensation Committee (“Compensation Committee”) of SHC’s board of Directors. The total incentive opportunity is $500,000, payable in three installments |
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| August 10, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2017 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51217, 001-36693 20-192079 |
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| August 10, 2017 |
EX-10.1 Exhibit 10.1 Execution Version THIRD AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT THIRD AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this ?Amendment?) dated as of August 9, 2017 among SEARS HOLDINGS CORPORATION, a Delaware corporation (?Holdings?), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the ?Borrower |
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| August 10, 2017 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D (AMENDMENT NO. 56) Activist Investment SC 13D (Amendment No. 56) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 56) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 ( |
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| August 3, 2017 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2017 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51217, 001-36693 20-19 |
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| August 3, 2017 |
EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT SECOND AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this ?Amendment?) dated as of August 1, 2017 between SEARS HOLDINGS CORPORATION, a Delaware corporation (?Holdings?), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the ?Borrowers?), JPP, LLC |
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| August 3, 2017 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - AMENDMENT NO 55 TO SC13D Activist Investment Amendment No 55 to SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 3, 2017 |
EX-99.44 Exhibit 99.44 ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the r |
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| July 17, 2017 |
EX-99.40 Exhibit 99.40 LINE OF CREDIT LOAN PROPOSAL Date: July 13th, 2017 To: JPP, LLC as a potential Line of Credit Lender Ladies and Gentlemen: Reference is made to that certain Second Lien Credit Agreement, dated as of September 1, 2016, as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of July 7, 2017 (as such may have been further amended, modified, suppleme |
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| July 17, 2017 |
LINE OF CREDIT LENDER JOINDER AGREEMENT EX-99.42 Exhibit 99.42 LINE OF CREDIT LENDER JOINDER AGREEMENT This Joinder Agreement (this “Joinder”) is made as of July 13, 2017, by and among the undersigned (the “New Line of Credit Lender”), Sears Holdings Corporation, a Delaware corporation (“Holdings”), Sears Roebuck Acceptance Corp., a Delaware corporation (“SRAC”), and Kmart Corporation, a Michigan corporation (“Kmart”, and together with |
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| July 17, 2017 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SCHEDULE 13D AMENDMENT NO. 54 Activist Investment SC 13D/A 1 d416624dsc13da.htm SCHEDULE 13D AMENDMENT NO. 54 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 54) * Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Da |
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| July 17, 2017 |
EX-99.41 Exhibit 99.41 LINE OF CREDIT LOAN PROPOSAL Date: July 13th, 2017 To: JPP II, LLC as a potential Line of Credit Lender Ladies and Gentlemen: Reference is made to that certain Second Lien Credit Agreement, dated as of September 1, 2016, as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of July 7, 2017 (as such may have been further amended, modified, suppl |
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| July 10, 2017 |
AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT EX-99.38 EXHIBIT 99.38 AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT This Amendment (this “Amendment”), dated as of July 3, 2017 and effective July 7, 2017, by and between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together “JPP”) and CASCADE INVESTMENT, L.L.C., a Washington limited liability company (“Cascade”, and together with JPP, the “Initial Lenders”), and SEARS, |
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| July 10, 2017 |
SHLD / Sears Holdings Corp. / ESL PARTNERS, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 53)* Sears Holdings Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 812350106 (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 (Name, Address and |
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| July 7, 2017 |
EX-10.1 EXHIBIT 10.1 FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this ?Amendment?) dated as of July 7, 2017 among SEARS HOLDINGS CORPORATION, a Delaware corporation (?Holdings?), SEARS ROEBUCK ACCEPTANCE CORP., a Delaware corporation, and KMART CORPORATION, a Michigan corporation (the ?Borrowers?), the Guarantors listed on the signature page her |
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| July 7, 2017 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2017 SEARS HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-51217, 001-36693 20-1920 |
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| June 13, 2017 |
8-K 1 d391765d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdicti |
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| May 25, 2017 |
Sears Holdings 10-Q (Quarterly Report) Document U NITED S TATES S ECURITIES A ND E XCHANGE C OMMISSION W ASHINGTON , D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 29, 2017 O R o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51217, 001-36693 SEARS HOLDINGS CORPORATION |
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| May 25, 2017 |
SEARS HOLDINGS REPORTS FIRST QUARTER 2017 RESULTS EX-99.1 2 exhibit991-q12017shcearnin.htm PRESS RELEASE Exhibit 99.1 NEWS MEDIA CONTACT: Sears Holdings Public Relations (847) 286-8371 FOR IMMEDIATE RELEASE: May 25, 2017 SEARS HOLDINGS REPORTS FIRST QUARTER 2017 RESULTS HOFFMAN ESTATES, Ill. - Sears Holdings Corporation ("Holdings," "we," "us," "our," or the "Company") (NASDAQ: SHLD) today announced financial results for its first quarter ended A |
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| May 25, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2017 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-51217, 001-36693 20-1920798 (State or Other Jurisdiction of Incorp |
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| May 25, 2017 |
[LETTERHEAD OF SEARS HOLDINGS CORPORATION] EXHIBIT 10.9 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] February 1, 2012 Mr. Robert A. Riecker Dear Rob, We are pleased to extend to you our offer to serve as Vice President, Controller and Chief Accounting Officer, reporting to Bill Phelan, effective January 26, 2012. There other terms of your compensation package remain the same. In your new role, you have been designated as a Section 16 Officer |
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| May 25, 2017 |
EX-10.13 10 shldex1013q12017.htm SPECIAL RETENTION AWARD AGREEMENT BETWEEN REGISTRANT AND ROBERT A. RIECKER EXHIBIT 10.13 SPECIAL RETENTION AWARD AGREEMENT This Special Retention Award Agreement (“Agreement”) is made as of August 27, 2015 (“Effective Date”) between Robert A. Riecker (“Executive”) and Sears Holdings Corporation and its affiliates and subsidiaries (“Sears”) (collectively referred to |
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| May 25, 2017 |
EXHIBIT 10.16 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] April 21, 2017 Robert A. Riecker Controller & Head of Capital Market Activities Dear Rob, On behalf of Sears Holdings Corporation (“SHC”), as approved by of the Compensation Committee (“Compensation Committee”) of SHC’s Board of Directors, I am pleased to provide you with the following changes to your position and compensation, effective tod |
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| May 25, 2017 |
EX-10.5 2 shldex105q12017.htm LETTER BETWEEN SEARS HOLDINGS AND STANLEY BLACK & DECKER, INC. EXHIBIT 10.5 [LETTERHEAD OF SEARS HOLDINGS CORPORATON] April 6, 2017 Stanley Black & Decker, Inc. 1000 Stanley Drive New Britain, CT 06053 Attention: Kyle Dancho Vice PResident Global Licensing Dear Mr. Dancho: Reference is made to the Acquired IP License Agreement (the “License Agreement”) dated as of Mar |
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| May 25, 2017 |
EXHIBIT 10.6 EXECUTION VERSION FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is entered into as of this 13th day of April, 2017 (this “Amendment”) by and between Sears Holdings Corporation, a Delaware corporation (“Seller”), and Stanley Black & Decker, Inc., a Connecticut corporation (“Purchaser”). Seller and Purchaser are herein referred to ind |
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| May 25, 2017 |
[LETTERHEAD OF SEARS HOLDINGS CORPORATION] EX-10.8 5 shldex108q12017.htm LETTER FROM REGISTRANT TO ROBERT A. RIECKER EXHIBIT 10.8 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] September 28, 2011 Mr. Robert A. Riecker Dear Rob, We are pleased to extend to you our offer to serve as Vice President, Audit, reporting to Dane Drobny, Senior Vice President, General Counsel and Corporate Secretary. Your new position and compensation package will be e |
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| May 25, 2017 |
EX-10.14 11 shldex1014q12017.htm LETTER FROM REGISTRANT TO ROBERT A. RIECKER EXHIBIT 10.14 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] August 15, 2016 Robert A. Riecker Vice President, Controller and Chief Accounting Officer Dear Rob, In recognition of your past and future contributions to the Company, and as a critical member of the Finance Business Unit, subject to the approval of the Compensatio |
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| May 25, 2017 |
[LETTERHEAD OF SEARS HOLDINGS CORPORATION] EXHIBIT 10.11 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] January 29, 2014 Mr. Robert A. Riecker Dear Rob, As you continue in the role of Vice President, Controller and Chief Accounting Officer, we are pleased to provide you with the following compensation changes, subject to approval by the Compensation Committee of the Sears Holdings Corporation Board of Directors (the “Compensation Committee”). |
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| May 25, 2017 |
EX-10.15 12 shldex1015iq12017.htm LETTER FROM REGISTRANT TO ROBERT A. RIECKER EXHIBIT 10.15 [LETTERHEAD OF SEARS HOLDINGS CORPORATION] October 13, 2016 Robert A. Riecker Dear Rob, In recognition of your past and future contributions to Sears Holdings Corporation (“SHC”), subject to the approval of the Compensation Committee (“Compensation Committee”) of Sears Holdings Corporation’s Board of Direct |
