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) November 7, 2014
SEARS HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 000-51217, 001-36693 | 20-1920798 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Numbers) |
(I.R.S. Employer Identification No.) |
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address Of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, Including Area Code: (847) 286-2500
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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:
| ¨ | 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
Sears Holdings Corporation (“Holdings”) today announced that its rights offering of 40,000,000 shares of Sears Canada Inc. (“Sears Canada”) closed on November 7, 2014. Holdings issued a press release announcing the closing of the rights offering. This press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Holdings previously filed an Item 2.01 Form 8-K (dated October 16, 2014) on October 20, 2014, which reported that Holdings had sold 17,741,508 common shares of Sears Canada to ESL Partners, L.P. and Edward S. Lampert, Chairman and Chief Executive Officer of Holdings and Chairman and Chief Executive Officer of ESL Investments, Inc., and related entities (collectively “ESL”) pursuant to this rights offering. The unaudited pro forma consolidated financial information of Holdings giving effect to that sale, and the related notes, were attached as Exhibit 99.1 to Holdings’ Current Report on Form 8-K filed on October 20.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibit |
Exhibit 99.1 – Press Release dated November 10, 2014
SIGNATURE
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 hereunto duly authorized.
| SEARS HOLDINGS CORPORATION | ||||||
| Dated: November 10, 2014 | By: | /s/ Robert A. Riecker | ||||
| Robert A. Riecker | ||||||
| Its: Vice President, Controller and Chief Accounting Officer | ||||||
Exhibit Index
Exhibit 99.1 – Press Release dated November 10, 2014
Exhibit 99.1
NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371
FOR IMMEDIATE RELEASE:
Nov. 10, 2014
SEARS HOLDINGS CORPORATION ANNOUNCES SEARS CANADA RIGHTS OFFERING FULLY SUBSCRIBED
Sears Holdings Corporation (NASDAQ: SHLD or “Sears Holdings”) today announced that its rights offering of 40,000,000 common shares of Sears Canada Inc. (“Sears Canada”), which closed on November 7, 2014, has been oversubscribed. Accordingly, Sears Holdings will receive aggregate gross proceeds of $380 million. Sears Holdings has received approximately $270 million in gross proceeds to date and expects to receive the remaining $110 million by November 13, 2014.
Sears Holdings will distribute a total of 40,000,000 shares of Sears Canada to the holders of subscription rights who validly exercised their basic subscription rights (and over-subscription privilege, if applicable) and paid the subscription price in full. Sears Holdings expects Computershare to finish tabulating the results of the rights offering on November 13, 2014, including proration in respect of the over-subscription privilege. The common shares of Sears Canada are being distributed by way of direct registration in book-entry form. No physical share certificates will be issued.
If you have questions about the rights offering of Sears Canada common shares, please contact Georgeson Inc., Sears Holdings’ information agent, by calling (866) 741-9588 (toll-free) or emailing SearsCanadaOffer@georgeson.com. If you held and exercised your subscription rights through a broker, dealer, custodian bank or other nominee, please contact your broker, dealer, custodian bank or other nominee.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy common shares of Sears Canada, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The sale of the securities offered in the Sears Canada rights offering will only be made by means of the prospectus filed by Sears Canada with the OSC and the prospectus, and registration statement of which it forms a part, filed by Sears Canada with the SEC.
Forward-Looking Statements
Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the rights offering, the dates on which actions relating to the rights offering are expected to occur, and other statements that describe Sears Holdings’ plans. Whenever used, words such as “will,”
“expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties, including risks and uncertainties relating to the rights offering, and the operational and financial profile of the Company or any of its businesses after giving effect to the rights offering, and other factors set forth in the prospectus contained in the registration statement filed with the SEC by Sears Canada with respect to the rights offering. A detailed description of other risks relating to Holdings are set forth in our annual report on Form 10-K for the fiscal year ended February 1, 2014 and our other filings with the SEC. We intend the forward-looking statements to speak only as of the time made and, except as required by law, do not undertake to update or revise them as more information becomes available.
About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members – wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.