UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 29) *

 

 

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 Telephone Number of Person Authorized to Receive Notices and Communications)

October 16, 2014

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   ESL Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   21,992,640
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   21,992,640
				10.		Shared Dispositive Power   25,226,096
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   47,218,736
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   44.3% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   SPE I Partners, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   1,939,872
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   1,939,872
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,939,872
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   1.8% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   SPE Master I, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   2,494,783
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   2,494,783
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,494,783
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   2.3% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   RBS Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   26,427,295
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   26,427,295
				10.		Shared Dispositive Power   25,226,096
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   51,653,391
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   48.5% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   ESL Institutional Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   10,230
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   10,230
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   10,230
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.0% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   RBS Investment Management, L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   10,230
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   10,230
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   10,230
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.0% (1)
14.		Type of Reporting Person (See Instructions)   OO

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   CRK Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   747
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   747
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   747
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   0.0% (1)
14.		Type of Reporting Person (See Instructions)   OO

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   ESL Investments, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   26,438,272
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   26,438,272
				10.		Shared Dispositive Power   25,226,096
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   51,664,368
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   48.5% (1)
14.		Type of Reporting Person (See Instructions)   CO

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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CUSIP No. 812350106

 

1.		Names of Reporting Persons.   Edward S. Lampert
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  x        (b)  ¨
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   51,664,368
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   26,438,272
				10.		Shared Dispositive Power   25,226,096
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   51,664,368
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   48.5% (1)
14.		Type of Reporting Person (See Instructions)   IN

 

(1)	Based upon 106,484,024 common shares outstanding as of October 16, 2014.

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This Amendment No. 29 to Schedule 13D (this “Amendment”) relates to common shares, par value $0.01 per share (the “Holdings Common Stock”), of Sears Holdings Corporation, a Delaware corporation (“Holdings”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

“Effective as of 5:00 p.m. New York City time on October 16, 2014 (the “Record Date”), in connection with a subscription rights offering (the “Rights Offering”) by Holdings to its stockholders, Holdings distributed to Partners, SPE I, SPE Master I, CRK LLC, Institutional and Mr. Lampert, at no charge, subscription rights to purchase an aggregate of 19,407,354 common shares, no par value (the “Sears Canada Shares”) of Sears Canada Inc., a corporation organized under the laws of Canada (“Sears Canada”), from Holdings. A form of the subscription rights certificate is attached hereto as Exhibit 99.10 and incorporated by reference herein.

On October 16, 2014, Partners, CRK LLC, Institutional and Mr. Lampert (the “Participating Reporting Persons”) exercised their subscription rights to purchase an aggregate of 17,741,508 Sears Canada Shares from Holdings for total cash consideration of $168,544,326.00. Partners, CRK LLC and Institutional used working capital to exercise their subscription rights to purchase Sears Canada Shares. Mr. Lampert used personal funds to exercise his subscription rights to purchase Sears Canada Shares.

The Participating Reporting Persons also exercised their over-subscription privileges associated with the subscription rights to acquire, upon completion of the Rights Offering, in the aggregate up to an additional 4,538,933 Sears Canada Shares, but only to the extent that such exercise would result in the Reporting Persons owning no more than 50,438,811 Sears Canada Shares upon completion of the Rights Offering (and, in any event, less than 50.0% of the Sears Canada Shares then outstanding).”

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“Holdings is conducting the Rights Offering, whereby Holdings distributed, at no charge, to each holder of its outstanding Holdings Common Stock as of the Record Date, transferrable subscription rights to purchase from Holdings up to an aggregate of 40,000,000 Sears Canada Shares, at a price of $9.50 per whole share. Holdings distributed to each holder of its Holdings Common Stock one subscription right for each full share of Holdings Common Stock owned by that stockholder as of the Record Date, subject to certain exceptions. Each subscription right entitles its holder to purchase from Holdings 0.375643 of a Sears Canada Share. A form of the subscription rights certificate is attached hereto as Exhibit 99.10 and incorporated by reference herein.

Effective as of the Record Date, in connection with the Rights Offering by Holdings to its stockholders, Holdings distributed to Partners, SPE I, SPE Master I, CRK LLC, Institutional and Mr. Lampert, at no charge, subscription rights to purchase an aggregate of 19,407,354 Sears Canada Shares from Holdings. On October 16, 2014, the Participating Reporting Persons exercised their subscription rights to purchase an aggregate of 17,741,508 Sears Canada Shares from Holdings.

The Participating Reporting Persons also exercised their over-subscription privileges associated with the subscription rights to acquire, upon completion of the Rights Offering, in the aggregate up to an additional 4,538,933 Sears Canada Shares, but only to the extent that such exercise would result in the Reporting Persons owning no more than 50,438,811 Sears Canada Shares upon completion of the Rights Offering (and, in any event, less than 50.0% of the Sears Canada Shares outstanding).

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SPE I and SPE Master I are liquidating entities and do not make new investments, such as the exercise of the subscription rights. SPE I and/or SPE Master I may sell their subscription rights in the open market and/or to certain other Reporting Persons.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 is incorporated by reference into this Item 6.”

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

 

Exhibit		Description of Exhibit
99.1		Amendment, dated March 22, 2005, to the Agreement, dated January 31, 2005, among Kmart Holding Corporation, Sears Holdings Corporation, ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P. and CRK Partners II, L.P. (incorporated by reference to Exhibit L to the Amendment to Schedule 13D filed on April 1, 2005).
99.2		Acknowledgement, dated March 24, 2005, by Sears Holdings Corporation (relating to the assumption of the Registration Rights Agreement) (incorporated by reference to Exhibit K to the Amendment to Schedule 13D filed on April 1, 2005).
99.3		Letter Agreement, dated June 2, 2010, between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 8 to the Amendment to Schedule 13D filed on June 2, 2010).
99.5		Joint Filing Agreement (incorporated by reference to Exhibit 99.5 to the Amendment to Schedule 13D filed on March 11, 2013).
99.6		Form of Letter (incorporated by reference to Exhibit 10.30 to Holdings’ Annual Report on Form 10-K filed on March 20, 2013).
99.7		Loan Agreement, dated September 15, 2014, among Sears, Roebuck and Co., Sears Development Co. and Kmart Corporation, and JPP II, LLC and JPP, LLC (incorporated by reference to Exhibit 99.7 to the Amendment to Schedule 13D filed on September 16, 2014).
99.8		Participation Agreement, dated September 22, 2014, among PYOF 2014 Loans, LLC, and JPP II, LLC and JPP, LLC (incorporated by reference to Exhibit 99.8 to the Amendment to Schedule 13D filed on September 24, 2014).
99.9		Amended and Restated Participation Agreement, dated September 30, 2014, among PYOF 2014 Loans, LLC, The Fairholme Partnership, LP, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.9 to the Amendment to Schedule 13D filed on October 1, 2014).
99.10		Form of Subscription Rights Certificate (filed herewith).”

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 17, 2014				ESL PARTNERS, L.P.
				By: RBS Partners, L.P., as its general partner
				By: ESL Investments, Inc., as its general partner
				By:		/s/ Edward S. Lampert
				Name:		Edward S. Lampert
				Title:		Chief Executive Officer
				SPE I PARTNERS, LP
				By: RBS Partners, L.P., as its general partner
				By: ESL Investments, Inc., as its general partner
				By:		/s/ Edward S. Lampert
				Name:		Edward S. Lampert
				Title:		Chief Executive Officer
				SPE MASTER I, LP
				By: RBS Partners, L.P., as its general partner
				By: ESL Investments, Inc., as its general partner
				By:		/s/ Edward S. Lampert
				Name:		Edward S. Lampert
				Title:		Chief Executive Officer
				RBS PARTNERS, L.P.
				By: ESL Investments, Inc., as its general partner
				By:		/s/ Edward S. Lampert
				Name:		Edward S. Lampert
				Title:		Chief Executive Officer
				ESL INSTITUTIONAL PARTNERS, L.P.
				By: RBS Investment Management, L.L.C., as its general partner
				By: ESL Investments, Inc., as its manager
				By:		/s/ Edward S. Lampert
				Name:		Edward S. Lampert
				Title:		Chief Executive Officer
				RBS INVESTMENT MANAGEMENT, L.L.C.
				By: ESL Investments, Inc., as its manager

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Amendment, dated March 22, 2005, to the Agreement, dated January 31, 2005, among Kmart Holding Corporation, Sears Holdings Corporation, ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P. and CRK Partners II, L.P. (incorporated by reference to Exhibit L to the Amendment to Schedule 13D filed on April 1, 2005).
99.2		Acknowledgement, dated March 24, 2005, by Sears Holdings Corporation (relating to the assumption of the Registration Rights Agreement) (incorporated by reference to Exhibit K to the Amendment to Schedule 13D filed on April 1, 2005).
99.3		Letter Agreement, dated June 2, 2010, between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 8 to the Amendment to Schedule 13D filed on June 2, 2010).
99.5		Joint Filing Agreement (incorporated by reference to Exhibit 99.5 to the Amendment to Schedule 13D filed on March 11, 2013).
99.6		Form of Letter (incorporated by reference to Exhibit 10.30 to Holdings’ Annual Report on Form 10-K filed on March 20, 2013).
99.7		Loan Agreement, dated September 15, 2014, among Sears, Roebuck and Co., Sears Development Co. and Kmart Corporation, and JPP II, LLC and JPP, LLC (incorporated by reference to Exhibit 99.7 to the Amendment to Schedule 13D filed on September 16, 2014).
99.8		Participation Agreement, dated September 22, 2014, among PYOF 2014 Loans, LLC, and JPP II, LLC and JPP, LLC (incorporated by reference to Exhibit 99.8 to the Amendment to Schedule 13D filed on September 24, 2014).
99.9		Amended and Restated Participation Agreement, dated September 30, 2014, among PYOF 2014 Loans, LLC, The Fairholme Partnership, LP, and JPP II, LLC and JPP, LLC (incorporated herein by reference to Exhibit 99.9 to the Amendment to Schedule 13D filed on October 1, 2014).
99.10		Form of Subscription Rights Certificate (filed herewith).