SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
License Agreement
On March8, 2017, Sears Holdings Corporation, a Delaware
corporation (the Company), and Stanley Black Decker, Inc., a
Connecticut corporation (Stanley), entered into a license
agreement (the License Agreement). to the License Agreement,
Stanley will license to the Company the Craftsman brand name and
related intellectual property rights (the Licensed IP), and Sears
Holdings will have the right to use the Licensed IP and to
continue to sell Craftsman branded products in certain
distribution channels, including stores owned and operated by the
Company under the Sears and Kmart brands and related ecommerce
sites. The license will be royalty-free for a period of 15 years
and will have a royalty rate of 3% of net sales thereafter. The
License Agreement may be terminated by Stanley if the Company
materially breaches any of the material terms of the License
Agreement, subject to a notice and cure period, or if the Company
ceases to sell or sublicense products branded with the Licensed
IP, such that no such products are sold for any consecutive
six-month period.
The foregoing description of the License Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the License Agreement, which is
included as Exhibit 10.1 hereto and is incorporated herein by
reference.
PBGC Matters
In connection with the closing of the sale of its Craftsman
business to Stanley (the Transaction), the Company reached an
agreement (the Consent, Waiver and Amendment) with the Pension
Benefit Guaranty Corporation (PBGC) to which PBGC has consented
to the sale of the Craftsman-related assets that had been
ring-fenced under the March 2016 pension plan protection and
forbearance agreement between PBGC and the Company (the PPPFA)
and certain related transactions. As a condition to obtaining
this consent, the Company agreed to grant to PBGC a lien on, and
subsequently contribute to the Companys pension plans, the value
of the $250 million cash payment payable to the Company on the
third anniversary of the closing of the Transaction, with the
value of such payment being fully credited against certain of the
Companys minimum pension funding obligations in 2017, 2018 and
2019. The Company also granted a lien to PBGC on the 15-year
income stream relating to new Stanley sales of Craftsman
products, and agreed to contribute the payments from Stanley
under such income stream to the Companys pension plans, with such
payments to be credited against the Companys minimum pension
funding obligations starting no later than five years from today.
The Company also agreed to grant PBGC a lien on $100 million of
real estate assets to secure the Companys minimum pension funding
obligations through the end of 2019, and agreed to certain other
amendments to the PPPFA.
The foregoing description of the Consent, Waiver and Amendment
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Consent, Waiver and
Amendment, which is included as Exhibit 10.2 hereto and is
incorporated herein by reference.
| Item8.01 | Other Events |
On March9, 2017, the Company issued a press release announcing
that it had completed the sale of its Craftsman business to
Stanley. The press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of
1995. Forward-looking statements are subject to risks and
uncertainties that may cause the Registrants 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 the Registrants
management and are subject to significant risks and
uncertainties. Factors that could cause actual results to differ
from those set forth in the forward-looking statements include,
but are not limited to, those discussed in this Form
8-K and those discussed in the Registrants most recent Annual
Report on Form 10-K and other filings with the U.S. Securities
and Exchange Commission. The Registrant intends the
forward-looking statements to speak only as of the time made and
does not undertake to update or revise them as more information
becomes available, except as required by law.
| Item9.01 | Financial Statements and Exhibits |
| Exhibit10.1 |
Acquired IP License Agreement, dated as of March8, 2017, by and between Sears Holdings Corporation and Stanley Black Decker, Inc. |
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| Exhibit10.2 |
Consent, Waiver and Amendment, dated as of March 8, 2017, by and between Sears Holdings Corporation, certain of its subsidiaries and Pension Benefit Guaranty Corporation. |
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| Exhibit99.1 | Press Release, dated March 9, 2017. |
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. SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) Recent Trading Information
SEARS HOLDINGS CORPORATION (NASDAQ:SHLD) closed its last trading session up +0.06 at 7.49 with 772,316 shares trading hands.