8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2010

SEARS HOLDINGS CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-51217	20-1920798
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3333 Beverly Road
Hoffman Estates, Illinois	60179
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (847) 286-2500

(Former name or former address, if changed since last report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On September 28, 2010, Sears Holdings Corporation (the “Company”) issued a press release announcing its intention to offer senior secured notes due 2018 in a private placement.

On September 30, 2010, the Company issued a press release announcing that it has agreed to sell in a private placement $1 billion of 6 ⁵/8% senior secured notes due 2018 (the “Notes”). Concurrent with the closing of the sale of the Notes described above, the Company will sell $250 million aggregate principal amount of Notes to the Company’s domestic pension plan in a private placement.

The offering of the Notes will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all applicable state laws. This report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
99.1	Press Release, dated September 28, 2010.
99.2	Press Release, dated September 30, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SEARS HOLDINGS CORPORATION
By:	/s/ Dorian R. Williams
	Name:	Dorian R. Williams
	Title:	Vice President, Deputy General Counsel and Assistant Secretary

Date: October 1, 2010

EXHIBIT INDEX

99.1	Press Release, dated September 28, 2010.
99.2	Press Release, dated September 30, 2010.

EX-99.1

Exhibit 99.1

CONTACT:

Sears Public Relations and Communications

(847) 286-8371

Sears Holdings Announces Private Offering of Senior Secured Notes

HOFFMAN ESTATES, ILL., Sept. 28 – Sears Holdings Corporation (“we,” “us,” “our” or the “Company”) (NASDAQ: SHLD) announced today that it plans to privately offer $500 million aggregate principal amount of senior secured notes due 2018 (the “Notes”). Concurrent with the closing of the proposed sale of the Notes described above, it is expected that the Company will offer $165 million aggregate principal amount of Notes to the Company’s domestic pension plan in a private placement. The Company plans to use the net proceeds of the offering to repay borrowings under our senior secured revolving credit facility, to fund working capital requirements of our retail businesses, capital expenditures and for general corporate purposes, including common share repurchases and pension funding obligations.

The offering of the Notes (including to the Company’s domestic pension plan) will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all applicable state laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

This press release contains forward-looking statements, as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations and are based upon data available to us at the time the statements are made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, statements regarding the Company’s expectations to close on the sale of the notes and how the Company will use the proceeds of the offering. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of the Company are detailed in reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. Forward-looking statements made in this press release speak as of the date hereof. 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.

EX-99.2

Exhibit 99.2

CONTACT:

Sears Public Relations and Communications

(847) 286-8371

Sears Holdings Announces Pricing of Senior Secured Notes Offering

HOFFMAN ESTATES, ILL., Sept. 30 – Sears Holdings Corporation (“the Company”) (NASDAQ: SHLD) announced today that it has agreed to sell in a private placement $1 billion of 6 ⁵/8% senior secured notes due 2018 (the “Notes”). Concurrent with the closing of the sale of the Notes described above, the Company will sell $250 million aggregate principal amount of Notes to the Company’s domestic pension plan in a private placement. The Notes will be guaranteed by certain subsidiaries of the Company. The offering of the Notes is expected to close on October 12, 2010. The Company plans to use the net proceeds of the offering to repay borrowings outstanding under our senior secured revolving credit facility on the settlement date and to use the remainder of the net proceeds to fund working capital requirements of our retail businesses, capital expenditures and for general corporate purposes, including common share repurchases and pension funding obligations.

The offering of the Notes will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all applicable state laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

This press release contains forward-looking statements, as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations and are based upon data available to us at the time the statements are made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, statements regarding the Company’s expectations to close on the sale of the notes and how the Company will use the proceeds of the offering. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of the Company are detailed in reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. Forward-looking statements made in this press release speak as of the date hereof. 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.