HOFFMAN ESTATES, Ill.,
Aug. 31, 2015 /PRNewswire/
-- Sears Holdings Corporation ("we," "us," "our," or the
"Company") (Nasdaq: SHLD) today announced the final tender results
of its previously announced tender offer (the "Offer") to purchase
for cash up to $1,000,000,000
principal amount of its outstanding 6 5/8% Senior Secured Notes Due
2018 (the "Notes"). As of 11:59
p.m., New York City time,
on August 28, 2015 (the "Expiration
Date"), approximately $936.2 million
principal amount of the Notes were validly tendered and not validly
withdrawn in the Offer, including approximately $0.6 million principal amount of the Notes that
were validly tendered and not validly withdrawn after the early
tender date of August 14, 2015 (the
"Early Tender Date") and at or prior to the Expiration Date.
The terms and conditions of the Offer are set forth in an Offer
to Purchase (the "Offer to Purchase") and related Letter of
Transmittal (the "Letter of Transmittal"), each dated August 3, 2015. Consummation of the Offer,
and payment for the tendered Notes, is subject to the satisfaction
or waiver of certain conditions described in the Offer to
Purchase.
Subject to the terms and conditions of the Offer, the Company
expects that it will accept for purchase all of the Notes validly
tendered and not validly withdrawn pursuant to the Offer at or
prior to the Expiration Date and not previously accepted for
purchase.
Holders who validly tendered and did not validly withdraw Notes
at or prior to the Early Tender Date received the "Total
Consideration" of $990 per
$1,000 principal amount of Notes that
were accepted for purchase, which included an early tender payment
of $30 per $1,000 principal amount of Notes accepted for
purchase, plus accrued and unpaid interest up to, but excluding,
the settlement date. Holders who validly tendered and did not
validly withdraw Notes after the Early Tender Date but at or prior
to the Expiration Date will receive the "Tender Offer
Consideration" of $960 per
$1,000 principal amount of Notes
accepted for purchase, plus accrued and unpaid interest up to, but
excluding, the settlement date.
The settlement for those Notes validly tendered and not validly
withdrawn after the Early Tender Date, and at or prior to the
Expiration Date, and accepted by the Company is currently expected
to be Monday, August 31, 2015.
Notes tendered pursuant to the Offers may no longer be withdrawn,
unless otherwise required by law.
Jefferies LLC (the "Dealer Manager") is serving as Dealer
Manager for the Offer. Questions regarding the Offer may be
directed to the Dealer Manager at (877) 877-0696 (toll free) or
(212) 284-2435 (collect). Requests for the Offer to Purchase
or the Letter of Transmittal or the documents incorporated by
reference therein may be directed to D.F.
King & Co., Inc., which is acting as the Tender Agent
and Information Agent ("Tender and Information Agent") for the
Offer, at the following telephone numbers: banks and brokers, (212)
269-5550; all others, toll free at (800) 330-5136. Offer
materials are available at the following Web site address:
www.dfking.com/sears.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful.
The Offer was made solely pursuant to the terms and conditions set
forth in the Offer to Purchase and the Letter of Transmittal.
None of the Company, the Company's Board of Directors, the Dealer
Manager, the Tender and Information Agent, the trustee under the
indenture governing the Notes or any of their respective affiliates
has made any recommendation as to whether holders should tender
their Notes.
Forward-Looking Statements
This press release contains forward-looking statements intended
to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements about the Offer, the terms of the Offer,
the dates on which actions relating to the Offer are expected to
occur and other statements that describe the Company's 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, including these, are
based on the current beliefs and expectations of our management and
are subject to significant risks, assumptions and uncertainties,
many of which are beyond the Company's control, that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by these forward-looking statements.
These include, but are not limited to, risks and uncertainties
relating to the Offer, such as the operational and financial
profile of the Company or any of its businesses after giving effect
to it. Detailed descriptions of other risks relating to the
Company are discussed in our most recent Annual Report on Form 10-K
and other filings with the Securities and Exchange
Commission. While we believe that our forecasts and
assumptions are reasonable, we caution that actual results may
differ materially. 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, except as
required by law.
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.
NEWS MEDIA CONTACT:
Sears Holdings Public
Relations
(847) 286-8371
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SOURCE Sears Holdings Corporation