SC13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31) *
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 26, 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 persons 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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1. |
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Names of
Reporting Persons. ESL Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) þ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
21,992,640 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
21,992,640 |
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10. |
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Shared Dispositive Power
25,226,096 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
47,218,736 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨
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13. |
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Percent of Class Represented by Amount
in Row (11) 44.3% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of
Reporting Persons. SPE I Partners, LP |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) þ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
1,939,872 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
1,939,872 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,939,872 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 1.8% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of Reporting Persons.
SPE Master I, LP |
2. |
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) þ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
2,494,783 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
2,494,783 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,494,783 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 2.3% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of
Reporting Persons. RBS Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) þ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
26,427,295 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,427,295 |
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10. |
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Shared Dispositive Power
25,226,096 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
51,653,391 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 48.5% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of
Reporting Persons. ESL Institutional Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions) (a) þ
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
10,230 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
10,230 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,230 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of
Reporting Persons. RBS Investment Management, L.L.C. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) þ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
10,230 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
10,230 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,230 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% (1) |
14. |
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Type of Reporting Person (See
Instructions) OO |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of
Reporting Persons. CRK Partners, LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) þ
(b) ¨ |
3. |
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SEC Use Only |
4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of Organization
Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
747 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
747 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
747 |
12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% (1) |
14. |
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Type of Reporting Person (See
Instructions) OO |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of
Reporting Persons. ESL Investments, Inc. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) þ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
26,438,272 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,438,272 |
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10. |
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Shared Dispositive Power
25,226,096 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
51,664,368 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 48.5% (1) |
14. |
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Type of Reporting Person (See
Instructions) CO |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
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1. |
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Names of
Reporting Persons. Edward S. Lampert |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) þ (b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization United States |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
51,664,368 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,438,272 |
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10. |
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Shared Dispositive Power
25,226,096 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
51,664,368 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 48.5% (1) |
14. |
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Type of Reporting Person (See
Instructions) IN |
(1) |
Based upon 106,484,024 common shares outstanding as of October 17, 2014, as disclosed in Holdings Registration Statement on Form S-3 that was filed by Holdings with the Securities and Exchange Commission on
October 20, 2014. |
This Amendment No. 31 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 and, together
with SPE I, the SPEs), 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 on October 26, 2014, in connection with the Rights Offering by Holdings to its
stockholders, the SPEs privately sold all 4,434,655 subscription rights they received in the Rights Offering (collectively, the Acquired Rights) to both Partners and Mr. Lampert (together, the Acquiring Reporting
Persons), at a price of $0.102 per subscription right, the closing price on October 24, 2014. Partners used working capital to privately purchase the Acquired Rights. Mr. Lampert used personal funds to privately purchase the Acquired
Rights. The rights purchase agreements are attached hereto as Exhibits 99.11 99.14 and incorporated by reference herein.
On
October 27, 2014, the Acquiring Reporting Persons exercised the Acquired Rights to purchase an aggregate of 1,665,847 Sears Canada Shares from Holdings for total cash consideration of $15,825,546.50. Partners used working capital to exercise
the Acquired Rights to purchase Sears Canada Shares. Mr. Lampert used personal funds to exercise the Acquired Rights to purchase Sears Canada Shares.
The Acquiring Reporting Persons also exercised the over-subscription privileges associated with the Acquired Rights to acquire, upon
completion of the Rights Offering, additional 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:
The SPEs are liquidating entities and do not make new investments, such as the exercise of subscription rights. Accordingly, on
October 26, 2014, the SPEs privately sold all their subscription rights received in the Rights Offering to the Acquiring Reporting Persons.
On October 27, 2014, the Acquiring Reporting Persons exercised the Acquired Rights to purchase an aggregate of 1,665,847 Sears Canada
Shares from Holdings.
The Acquiring Reporting Persons also exercised the over-subscription privileges associated with the Acquired Rights
to acquire, upon completion of the Rights Offering, additional 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).
Additionally, on October 18, 2014, in
order to preserve the benefit of the Rights Offering for the shares of Holdings Common Stock scheduled to be issued to Mr. Lampert though January 31, 2015, in connection with his March 18, 2013 offer letter, the Compensation Committee
of the Board of Directors of Holdings approved an award of additional shares of Holdings Common Stock to Mr. Lampert, the economic value to be based on the volume-weighted average trading price per subscription right for the 10 trading-day
period beginning on October 16, 2014. The actual number of Holdings Common Stock to be awarded to Mr. Lampert will be determined by taking the economic value as set forth in the previous sentence divided by the volume-weighted average
trading price per common share of Holdings Common Stock for the 10 trading-day period beginning on October 16, 2014.
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:
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Exhibit |
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Description of Exhibit |
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99.1 |
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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). |
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99.2 |
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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). |
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99.3 |
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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). |
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99.5 |
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Joint Filing Agreement (incorporated by reference to Exhibit 99.5 to the Amendment to Schedule 13D filed on March 11, 2013). |
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99.6 |
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Form of Letter (incorporated by reference to Exhibit 10.30 to Holdings Annual Report on Form 10-K filed on March 20, 2013). |
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99.7 |
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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). |
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99.8 |
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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). |
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99.9 |
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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). |
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99.10 |
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Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.10 to the Amendment to Schedule 13D filed on October 17, 2014). |
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99.11 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (filed herewith). |
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99.12 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (filed herewith). |
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99.13 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (filed herewith). |
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99.14 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (filed herewith). |
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.
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Date: October 28, 2014 |
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ESL PARTNERS, L.P. |
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By: RBS Partners, L.P., as its general partner |
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By: ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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SPE I PARTNERS, LP |
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By: RBS Partners, L.P., as its general partner |
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By: ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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SPE MASTER I, LP |
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By: RBS Partners, L.P., as its general partner |
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By: ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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RBS PARTNERS, L.P. |
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By: ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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ESL INSTITUTIONAL PARTNERS, L.P. |
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By: RBS Investment Management, L.L.C., as its general partner |
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By: ESL Investments, Inc., as its manager |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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RBS INVESTMENT MANAGEMENT, L.L.C. |
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By: ESL Investments, Inc., as its manager |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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CRK PARTNERS, LLC |
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By: ESL Investments, Inc., as its sole member |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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ESL INVESTMENTS, INC. |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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EDWARD S. LAMPERT |
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By: |
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/s/ Edward S. Lampert |
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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99.1 |
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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). |
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99.2 |
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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). |
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99.3 |
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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). |
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99.5 |
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Joint Filing Agreement (incorporated by reference to Exhibit 99.5 to the Amendment to Schedule 13D filed on March 11, 2013). |
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99.6 |
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Form of Letter (incorporated by reference to Exhibit 10.30 to Holdings Annual Report on Form 10-K filed on March 20, 2013). |
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99.7 |
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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). |
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99.8 |
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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). |
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99.9 |
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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). |
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99.10 |
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Form of Subscription Rights Certificate (incorporated herein by reference to Exhibit 99.10 to the Amendment to Schedule 13D filed on October 17, 2014). |
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99.11 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (filed herewith). |
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99.12 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (filed herewith). |
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99.13 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (filed herewith). |
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99.14 |
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Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (filed herewith). |