This Amendment No. 76 to Schedule 13D (this Amendment) relates to common
shares, par value $0.01 per share (the Holdings Common Stock), of Sears Holdings Corporation, a Delaware corporation (Holdings). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and
Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), JPP II, LLC, a Delaware limited liability company (JPP II), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE
Master I, LP, a Delaware limited partnership (SPE Master I), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Investments, Inc., a Delaware corporation (ESL), JPP, LLC, a Delaware limited liability
company (JPP), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not
defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).
Item 2.
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Identity and Background.
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Item 2(c) is hereby amended and restated in its entirety as follows:
(c) The principal business of each of the Reporting Persons is purchasing, holding and selling securities and other financial
instruments for investment purposes. Partners is the sole member of JPP II. RBS is the general partner of Partners, SPE I and SPE Master I. ESL is the general partner of RBS. Mr. Lampert is the sole member of JPP and the Chairman, Chief Executive
Officer and Director of ESL. Mr. Lampert is also a limited partner of RBS. Each of the Reporting Persons may also serve as general partner or managing member of certain other entities engaged in the purchasing, holding and selling of securities for
investment purposes.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and supplemented as follows:
Effective as of February 1, 2019, each of JPP and JPP II, as applicable, entered into an Assignment and Acceptance with an
unaffiliated third-party (the Term Loan Seller) pursuant to which each of JPP and JPP II, as assignees, acquired from the Term Loan Seller, as assignor, their rights and obligations, in their capacity as a lender under the Second Lien
Credit Agreement and related documents with respect to outstanding Second Lien Term Loans in an aggregate principal amount of approximately $2.4 million at a transaction price equal to 79.375% of the principal amount of the portion of the
indebtedness outstanding under the Second Lien Term Loans that was acquired from the Term Loan Seller in connection with these transactions. As a result of the foregoing, (i) JPP may acquire up to an additional 329,494 shares of Holdings Common
Stock within 60 days upon the conversion of the Second Lien Term Loan into shares of Holdings Common Stock, and (ii) JPP II may acquire up to an additional 150,506 shares of Holdings Common Stock within 60 days upon the conversion of the Second
Lien Term Loan into shares of Holdings Common Stock.
Each of the Assignment and Acceptances entered into in connection with the foregoing
transactions were consented to and accepted by the Agent and each include certain standard terms and conditions, substantially similar to those Standard Terms and Conditions in Annex 1 to the Form of Assignment and Acceptance filed as Exhibit 99.44
to the Amendment to Schedule 13D filed by the Reporting Persons with the SEC on August 3, 2017.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and supplemented as follows:
On February 11, 2019, pursuant to the Purchase Agreement, Transform Holdco consummated the Going Concern Transaction and acquired
substantially all of the go-forward retail footprint and other assets and component businesses of Holdings.
In connection with the
consummation of the Going Concern Transaction, Holdings and Transform Holdco entered into an Amendment No. 1 to the Purchase Agreement, dated as of February 11, 2019 (the Purchase Agreement Amendment). The Purchase Agreement Amendment
provides for, among other things, certain clarifications to the terms of the Purchase Agreement as agreed between the parties, including with respect to the treatment of certain real property interests, inventory, intellectual property, employee and
tax matters.
The foregoing description of the Purchase Agreement Amendment does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement Amendment, attached hereto as Exhibit 99.87 and incorporated by reference herein.
In
connection with the consummation of the Going Concern Transaction, on February 12, 2019, Mr. Lampert resigned as a member of the Board of Directors of Holdings.
The information set forth in each of Item 3 and Item 6 of this Amendment is incorporated by reference into this Item 4.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.