SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.

On November7, 2017, Sears Holdings Corporation (the “Company”) and certain of its subsidiaries entered into an amendment (the “Amendment”) to the Pension Plan Protection and Forbearance Agreement (as amended, supplemented or otherwise modified from time to time, the “PPPFA”), dated as of March18, 2016, among the Company, certain of its subsidiaries and Pension Benefit Guaranty Corporation (“PBGC”), and certain related transaction documents. Under the terms of the Amendment, upon the satisfaction of various conditions (including the contribution to the Company’s pension plans (or payment into escrow for their benefit) of $500million less the amount of certain contributions made to the Company’s pension plans from July1, 2017 through the date of such contribution (the “Amendment Payment”)), the PPPFA’s ring-fence arrangements with respect to approximately 140 real properties will be terminated.

The funds for the Amendment Payment are required to be generated from the monetization (by sale, financing, sale/leaseback or other similar transaction) of the ring-fenced real properties. The Company expects that the Amendment Payment will be made in approximately three months. If the Amendment Payment is made at such time, the amount of the Amendment Payment shall be approximately $407million.

In addition to the Amendment Payment, the Company shall be required by the Amendment to make an additional $20million supplemental contribution (the “Supplemental Payment”) to its pension plans on or before June15, 2018. Following the making of the Amendment Payment and the Supplemental Payment, the Company shall be relieved of its minimum funding obligations with respect to its pension plans for approximately two years.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the actual Amendment, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

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Private Securities Litigation Reform Act of 1995 –

A Caution Concerning Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Definitive Agreement with the PBGC. The Registrant cautions that these forward-looking statements are subject to risks, uncertainties and assumptions, many of which are beyond its control, that may cause actual results to differ materially from those indicated in the forward-looking statements. Additional information concerning other factors is contained in the Registrant’s annual report on Form 10-K for the fiscal year ended January28, 2017 and subsequent filings with the SEC. The Registrant intends 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.

(d) Exhibits

SEARS HOLDINGS CORP Exhibit
EX-10.1 2 d483374dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION REMIC AMENDMENT TO PPPFA,…
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About SEARS HOLDINGS CORPORATION (NASDAQ:SHLD)

Sears Holdings Corporation is an integrated retailer. The Company is the parent company of Kmart Holding Corporation (Kmart) and Sears, Roebuck and Co. (Sears). It operates through two segments: Kmart and Sears Domestic. It operates approximately 940 Kmart stores across over 50 states, Guam, Puerto Rico and the United States Virgin Islands. Kmart stores carry an array of products across various merchandise categories, including seasonal merchandise, toys, lawn and garden equipment, food and consumables and apparel, including products sold under labels, such as Jaclyn Smith, Joe Boxer and Alphaline and certain Sears brand products (such as Kenmore, Craftsman and DieHard) and services. Its Sears Domestic segment’s operations consist of full-line stores, specialty stores, commercial sales and home services. Full-line stores offer an array of products and service offerings across various merchandise categories, including appliances, consumer electronics/connected solutions and tools.