HOFFMAN ESTATES, Ill.,
July 6, 2015 /PRNewswire/
-- Sears Holdings Corporation (the "Company") (NASDAQ: SHLD)
announced today that the subscription period for the previously
announced rights offering (the "Offering") by Seritage Growth
Properties ("Seritage") for 53,298,899 Class A common shares of
Seritage expired at 5:00 p.m.,
New York City time, on
July 2, 2015 and that the Offering
has been oversubscribed.
Based on preliminary results, Seritage estimates that it will
receive aggregate gross proceeds from the offering of Seritage
Growth common shares and related transactions of approximately
$1.6 billion. Seritage intends to use
such proceeds to fund a portion of the $2.72
billion purchase price to be paid for the properties and
joint venture interests to be acquired from Sears Holdings
Corporation.
Rights that were not properly exercised by 5:00 p.m., New York
City time, on July 2, 2015
have expired and are no longer exercisable.
The Company expects that the Class A common shares will begin to
trade on the New York Stock Exchange under the symbol "SRG" (CUSIP
Number 81752R 100) on July 6,
2015.
The results of the offering and the gross proceeds to be
received by the Company are preliminary and subject to finalization
and verification by the subscription agent, Computershare Inc. The
Company expects the subscription agent and the Depository Trust
Company ("DTC") to finish tabulating the results on or about
July 7, 2015.
The Company expects that on or about July
7, 2015, after the subscription agent has effected all
allocations and adjustments contemplated by the terms of the
offering, the subscription agent will distribute, by way of direct
registration in book-entry form or through the facilities of DTC,
as applicable, shares to holders of rights who validly exercised
their rights and paid the subscription price in full. No
physical share certificates will be issued to shareholders.
If you have questions about the offering, please contact
Georgeson, our information agent, by calling toll-free 1-(866)
257-5415 or emailing SearsSeritageOffer@georgeson.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor any other securities issued by the Company, nor shall there be
any offer, solicitation or sale of the securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification of the
securities under the securities laws of such state or
jurisdiction.
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.
Forward-Looking Statements
This communication 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 terms of the rights
offering, the dates on which actions relating to the rights
offering are expected to occur, the continued listing of Seritage's
Class A common shares on the NYSE, future trading of the
common stock of Sears Holdings and common shares of Seritage and
other statements that describe the companies' 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, such as the timing
and certainty of the completion of that transaction, the
operational and financial profile of Sears Holdings 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 Seritage with respect to the rights
offering. A detailed description of other risks relating to
Sears Holdings are set forth in our most recent annual report on
Form 10-K 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.
NEWS MEDIA CONTACT:
Sears Holdings Public
Relations
(847) 286-8371
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SOURCE Sears Holdings Corporation