HOFFMAN ESTATES, Ill.,
July 7, 2015 /PRNewswire/
-- Sears Holdings Corporation (the "Company") (NASDAQ: SHLD)
today announced that it closed its right offering and
sale-leaseback transaction with Seritage Growth Properties
("Seritage"), a recently formed, independent publicly traded real
estate investment trust ("REIT").
In the transaction, Sears sold 235 Sears- and Kmart-branded
stores to Seritage along with Sears' 50 percent interests in joint
ventures with each of Simon Property Group, Inc., General Growth
Properties, Inc. and The Macerich Company, which together hold an
additional 31 Sears Holdings properties.
Sears Holdings received aggregate gross proceeds from the
transaction of $2.7 billion, which
provides the Company with enhanced financial flexibility to
accelerate investments in its transformation to an asset light,
member-centric integrated retailer.
Seritage began trading on the New York Stock Exchange under the
symbol "SRG" on July 6, 2015.
Sears Holdings will continue to be listed on the Nasdaq Global
Select Market under the symbol "SHLD."
In connection with the transaction, Seritage has entered into
agreements under which it will lease the substantial majority of
the acquired properties, including those owned by the joint
ventures, back to Sears Holdings, with the remaining stores being
leased to third parties. Under the terms of the master leases with
Sears Holdings, Seritage and the joint ventures have the right to
recapture space from Sears Holdings, allowing them to reconfigure
and rent the recaptured space to third-party tenants over time.
"We expect the creation of Seritage to enable us to accelerate
many of the activities that we have been pursuing over the past
several years to transform Sears Holdings into a leading integrated
retail membership-focused company," said Edward S. Lampert, Sears Holdings' Chairman and
Chief Executive Officer. "By separating a portion of Sears
Holdings' real estate portfolio into a new, publicly traded
company, and leasing back the space, we are substantially enhancing
Sears Holdings' financial flexibility and significantly
transforming our capital structure toward one that is more
flexible, long-term oriented and less dependent on inventory and
receivables. We expect to continue to operate most of our retail
stores in each of the locations owned by Seritage and lease back
the properties, just as we do at a large number of our
locations."
About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading
integrated retailer focused on seamlessly connecting the digital
and physical shopping experiences to serve our members - wherever,
whenever and however they want to shop. Sears Holdings is home to
Shop Your Way®, a social shopping platform offering members rewards
for shopping at Sears and Kmart as well as with other retail
partners across categories important to them. The Company operates
through its subsidiaries, including Sears, Roebuck and Co. and
Kmart Corporation, with full-line and specialty retail stores
across the United States. For more
information, visit www.searsholdings.com.
Forward-Looking Statements
This press release contains forward-looking statements,
including about our transformation through our integrated retail
strategy, our plans to redeploy and reconfigure our assets, our
liquidity and our ability to exercise financial flexibility as we
meet our obligations and possible strategic transactions.
Forward-looking statements, including these, are based on the
current beliefs and expectations of our management and are subject
to significant risks, assumptions and uncertainties that may cause
our actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by these forward-looking statements. The
following additional factors, among others, could cause actual
results to differ from those set forth in the forward-looking
statements: our ability to offer merchandise and services that our
customers want, including our proprietary brand products; our
ability to successfully implement our integrated retail strategy to
transform our business; our ability to successfully manage our
inventory levels; our ability to successfully implement initiatives
to improve our liquidity through inventory management and other
actions; competitive conditions in the retail and related services
industries; worldwide economic conditions and business uncertainty,
including the availability of consumer and commercial credit,
changes in consumer confidence and spending, the impact of rising
fuel prices, and changes in vendor relationships; vendors' lack of
willingness to provide acceptable payment terms or otherwise
restricting financing to purchase inventory or services; possible
limits on our access to our domestic credit facility, which is
subject to a borrowing base limitation and a springing fixed charge
coverage ratio covenant, capital markets and other financing
sources, including additional second lien financings, with respect
to which we do not have commitments from lenders; our ability to
successfully achieve our plans to generate liquidity through
potential transactions or otherwise; potential liabilities in
connection with the separation of Lands' End, Inc. and disposition
of a portion of our ownership interest in Sears Canada, Inc.; our
extensive reliance on computer systems, including legacy systems,
to implement our integrated retail strategy, process transactions,
summarize results, maintain customer, member, associate and Company
data, and otherwise manage our business, which may be subject to
disruptions or security breaches; the impact of seasonal buying
patterns, including seasonal fluctuations due to weather
conditions, which are difficult to forecast with certainty; our
dependence on sources outside the United States for
significant amounts of our merchandise; our reliance on third
parties to provide us with services in connection with the
administration of certain aspects of our business and the transfer
of significant internal historical knowledge to such parties;
impairment charges for goodwill and intangible assets or
fixed-asset impairment for long-lived assets; our ability to
attract, motivate and retain key executives and other associates;
our ability to protect or preserve the image of our brands; the
outcome of pending and/or future legal proceedings, including
shareholder litigation, product liability and qui tam claims
and proceedings with respect to which the parties have reached a
preliminary settlement; the timing and amount of required pension
plan funding; and other risks, uncertainties and factors discussed
in our most recent Annual Report on Form 10-K and other filings
with the Securities and Exchange Commission. While we believe that
our forecasts and assumptions are reasonable, we caution that
actual results may differ materially. We intend the forward-looking
statements to speak only as of the time made and do not undertake
to update or revise them as more information becomes available,
except as required by law.
NEWS MEDIA CONTACT:
Sears Holdings Public
Relations
(847) 286-8371
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SOURCE Sears Holdings Corporation