Schedule 13D/A

Filed by: ESL PARTNERS, L.P.
Total Shares: 51,651,744
Subject Company: Sears Holdings Corp - View Complete Ownership History Backtest
Filed as of Date: 09/19/2014
Event Date: 09/17/2014
Overall % Ownership: 48.5
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
-1.0116 -10.224 31.9418 73.1699 7.405 83.0429 173 -19.9006 219

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
ESL Partners, LP 21,992,640 0 21,992,640 25,213,472 47,206,112 44.3%
SPE I Partners, LP 1,939,872 0 1,939,872 0 1,939,872 1.8%
SPE Master I, LP 2,494,783 0 2,494,783 0 2,494,783 2.3%
RBS Partners, LP 26,427,295 0 26,427,295 25,213,472 51,640,767 48.5%
ESL Institutional Partners, LP 10,230 0 10,230 0 10,230 0.0%
RBS Investment Management, LLC 10,230 0 10,230 0 10,230 0.0%
CRK Partners, LLC 747 0 747 0 747 0.0%
ESL Investments, Inc 26,438,272 0 26,438,272 25,213,472 51,651,744 48.5%
Edward S Lampert 51,651,744 0 26,438,272 25,213,472 51,651,744 48.5%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-14-347201.txt : 20140919
0001193125-14-347201.hdr.sgml : 20140919
20140919170700
ACCESSION NUMBER:		0001193125-14-347201
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140919
DATE AS OF CHANGE:		20140919
GROUP MEMBERS:		CRK PARTNERS, LLC
GROUP MEMBERS:		EDWARD S. LAMPERT
GROUP MEMBERS:		ESL INSTITUTIONAL PARTNERS, L.P.
GROUP MEMBERS:		ESL INVESTMENTS, INC.
GROUP MEMBERS:		RBS INVESTMENT MANAGEMENT, L.L.C.
GROUP MEMBERS:		RBS PARTNERS, L.P.
GROUP MEMBERS:		SPE I PARTNERS, LP
GROUP MEMBERS:		SPE MASTER I, LP

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEARS HOLDINGS CORP
		CENTRAL INDEX KEY:			0001310067
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-DEPARTMENT STORES [5311]
		IRS NUMBER:				201920798
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0201

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-80635
		FILM NUMBER:		141112556

	BUSINESS ADDRESS:	
		STREET 1:		3333 BEVERLY ROAD
		CITY:			HOFFMAN ESTATES
		STATE:			IL
		ZIP:			60179
		BUSINESS PHONE:		847-286-2500

	MAIL ADDRESS:	
		STREET 1:		3333 BEVERLY ROAD
		CITY:			HOFFMAN ESTATES
		STATE:			IL
		ZIP:			60179

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Sears Holdings CORP
		DATE OF NAME CHANGE:	20041129

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ESL PARTNERS, L.P.
		CENTRAL INDEX KEY:			0000923727
		IRS NUMBER:				222875193
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		1170 KANE CONCOURSE
		STREET 2:		SUITE 200
		CITY:			BAY HARBOR
		STATE:			FL
		ZIP:			33154
		BUSINESS PHONE:		305-702-2100

	MAIL ADDRESS:	
		STREET 1:		1170 KANE CONCOURSE
		STREET 2:		SUITE 200
		CITY:			BAY HARBOR
		STATE:			FL
		ZIP:			33154

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ESL PARTNERS LP
		DATE OF NAME CHANGE:	19940524
SC 13D/A 1 d792564dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25) *

 

 

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)

September 17, 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).

 

 

 


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

 

25,213,472

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

47,206,112

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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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

 

25,213,472

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

51,640,767

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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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

 

25,213,472

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

51,651,744

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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


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

 

51,651,744

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

26,438,272

   10.   

Shared Dispositive Power

 

25,213,472

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

51,651,744

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 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings’ Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities and Exchange Commission on August 21, 2014.


This Amendment No. 25 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 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“The Reporting Persons received inquiries from and are in discussions with certain third parties with respect to the third parties acquiring participation interests (“Participations”) in the Loan. Terms of the Participations may restrict the affiliates of the Reporting Persons from taking certain actions with respect to the Loan, including the waiver of certain defaults under the Loan.”


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: September 19, 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
By:  

/s/ Edward S. Lampert

Name:   Edward S. Lampert
Title:   Chief Executive Officer
CRK PARTNERS, LLC
By:   ESL Investments, Inc., as its sole member
By:  

/s/ Edward S. Lampert

Name:   Edward S. Lampert
Title:   Chief Executive Officer
ESL INVESTMENTS, INC.
By:  

/s/ Edward S. Lampert

Name:   Edward S. Lampert
Title:   Chief Executive Officer
EDWARD S. LAMPERT
By:  

/s/ Edward S. Lampert

 


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 as of 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, by and 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, between 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).
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