On December 27, 2016, Seritage Growth Properties (the “Company”) issued a press release announcing that the Company’s subsidiary, Seritage Growth Properties, L.P. (“Seritage”), has executed a non-binding term sheet with ESL Investments, Inc. (“ESL”) to which Seritage may obtain a new $200 million unsecured term loan facility (the “Facility”) from ESL. There can be no assurance that the financing will be consummated.

The proceeds of the financing, if effected, would be used, among other things, to fund redevelopment projects and for other general corporate purposes. The Facility, which is expected to be undrawn at closing, would be subject to minimum draw increments and a maximum draw schedule, each to be set forth in definitive documentation. The Facility would bear a base interest rate of 6.50% per annum (subject to step up to 8.00% under certain conditions), would mature on December 31, 2017 and would be prepayable at any time without premium or fee. Financial covenants would include leverage and net worth tests consistent with those included under the Company’s existing mortgage loan facility. A 0.50% commitment fee would be payable on the maximum principal amount of the Facility at closing. Seritage would have the right to syndicate the Facility, subject to ESL’s consent (not to be unreasonably withheld or delayed), and an additional 0.50% would be payable if certain syndication thresholds are not met within specified time periods.

The terms of the Facility were approved by the Company’s Audit Committee and the Company’s Board of Directors (with Mr. Edward Lampert recusing himself).

A copy of the news release announcing the Facility is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 News Release dated December 27, 2016

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