SC 13D/A 1 d812542dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4) *

 

 

Sears Canada Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

81234D109

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 26, 2014

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

ESL Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x     (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

24,807,223

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

24,807,223

   10.   

Shared Dispositive Power

 

20,850,304

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

45,657,527

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

44.8% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

SPE I Partners, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x     (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

830,852

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

830,852

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

830,852

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.8% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

SPE Master I, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x     (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

1,068,522

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

1,068,522

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,068,522

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

1.0% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

RBS Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x     (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

26,706,597

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

26,706,597

   10.   

Shared Dispositive Power

 

20,850,304

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

47,556,901

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

46.7% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

ESL Institutional Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x     (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

8,223

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

8,223

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,223

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

RBS Investment Management, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x     (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

8,223

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

8,223

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,223

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

CRK Partners, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x    (b)   ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

599

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

599

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

599

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

ESL Investments, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x    (b)   ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

26,715,419

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

26,715,419

   10.   

Shared Dispositive Power

 

20,850,304

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

47,565,723

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

46.7% (1)

14.  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

Edward S. Lampert

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x     (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

47,565,723

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

26,715,419

   10.   

Shared Dispositive Power

 

20,850,304

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

47,565,723

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

46.7% (1)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to
Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.


This Amendment No. 4 to Schedule 13D (this “Amendment”) relates to common shares, no par value (the “Shares”), of Sears Canada Inc., a corporation organized under the laws of Canada (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I” and, together with SPE I, the “SPEs”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

“Effective on October 26, 2014, in connection with the Rights Offering by Holdings to its stockholders, the SPEs privately sold all 4,434,655 subscription rights they received in the Rights Offering (collectively, the “Acquired Rights”) to both Partners and Mr. Lampert (together, the “Acquiring Reporting Persons”), at a price of $0.102 per subscription right, the closing price on October 24, 2014. Partners used working capital to privately purchase the Acquired Rights. Mr. Lampert used personal funds to privately purchase the Acquired Rights. The rights purchase agreements are attached hereto as Exhibits 99.4 – 99.7 and incorporated by reference herein.

On October 27, 2014, the Acquiring Reporting Persons exercised the Acquired Rights to purchase an aggregate of 1,665,847 Shares of the Issuer from Holdings for total cash consideration of $15,825,546.50. Partners used working capital to exercise the Acquired Rights to purchase Shares of the Issuer. Mr. Lampert used personal funds to exercise the Acquired Rights to purchase Shares of the Issuer.

The Acquiring Reporting Persons also exercised the over-subscription privileges associated with the Acquired Rights to acquire, upon completion of the Rights Offering, additional Shares of the Issuer, but only to the extent that such exercise would result in the Reporting Persons owning no more than 50,438,811 Shares of the Issuer upon completion of the Rights Offering (and, in any event, less than 50.0% of the Shares of the Issuer then outstanding).”

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“The SPEs are liquidating entities and do not make new investments, such as the exercise of subscription rights. Accordingly, on October 26, 2014, the SPEs privately sold all their subscription rights received in the Rights Offering to the Acquiring Reporting Persons.

On October 27, 2014, the Acquiring Reporting Persons exercised the Acquired Rights to purchase an aggregate of 1,665,847 Shares of the Issuer from Holdings.

The Acquiring Reporting Persons also exercised the over-subscription privileges associated with the Acquired Rights to acquire, upon completion of the Rights Offering, additional Shares of the Issuer, but only to the extent that such exercise would result in the Reporting Persons owning no more than 50,438,811 Shares of the Issuer upon completion of the Rights Offering (and, in any event, less than 50.0% of the Shares of the Issuer then outstanding).”

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.


Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of October 28, 2014, the Reporting Persons may be deemed to beneficially own the Shares of the Issuer set forth in the table below.

 

REPORTING PERSON

   NUMBER OF
SHARES
BENEFICIALLY
OWNED
    PERCENTAGE
OF
OUTSTANDING
SHARES
    SOLE VOTING
POWER
    SHARED
VOTING
POWER
     SOLE
DISPOSITIVE
POWER
    SHARED
DISPOSITIVE
POWER
 

ESL Partners, L.P.

     45,657,527 (1)      44.8     24,807,223        0         24,807,223        20,850,304 (1) 

SPE I Partners, LP

     830,852        0.8     830,852        0         830,852        0   

SPE Master I, LP

     1,068,522        1.0     1,068,522        0         1,068,522        0   

RBS Partners, L.P.

     47,556,901 (1)(2)      46.7     26,706,597 (2)      0         26,706,597 (2)      20,850,304 (1) 

ESL Institutional Partners, L.P.

     8,223        0.0     8,223        0         8,223        0   

RBS Investment Management, L.L.C.

     8,223 (3)      0.0     8,223 (3)      0         8,223 (3)      0   

CRK Partners, LLC

     599        0.0     599        0         599        0   

ESL Investments, Inc.

     47,565,723 (1)(4)      46.7     26,715,419 (4)      0         26,715,419 (4)      20,850,304 (1) 

Edward S. Lampert

     47,565,723 (1)(5)      46.7     47,565,723 (1)(5)      0         26,715,419 (5)      20,850,304 (1) 

 

(1) This number includes 20,850,304 Shares of the Issuer held by Mr. Lampert. Partners has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 24,807,223 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I and 1,068,522 Shares of the Issuer held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I and SPE Master I.
(3) This number includes 8,223 Shares of the Issuer held by Institutional. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Institutional.
(4) This number includes 24,807,223 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I, 1,068,522 Shares of the Issuer held by SPE Master I, 8,223 Shares of the Issuer held by Institutional and 599 Shares of the Issuer held by CRK LLC. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own securities owned by, CRK LLC.
(5) This number includes 24,807,223 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I, 1,068,522 Shares of the Issuer held by SPE Master I, 8,223 Shares of the Issuer held by Institutional and 599 Shares of the Issuer held by CRK LLC. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.

 

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

 

(d) Not applicable.

 

(e) Not applicable.”


Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 is incorporated by reference into this Item 6.”

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

99.1    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.1 to Schedule 13D filed on November 13, 2012).
99.2    Joint Filing Agreement (incorporated by reference to Exhibit 99.2 to Schedule 13D filed on October 3, 2014).
99.3    Form of Subscription Rights Certificate (incorporated by reference to Exhibit 99.3 to Schedule 13D filed on October 17, 2014).
99.4    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (filed herewith).
99.5    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (filed herewith).
99.6    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (filed herewith).
99.7    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (filed herewith).”


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 28, 2014     ESL PARTNERS, L.P.
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    SPE I PARTNERS, LP
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    SPE MASTER I, LP
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    RBS PARTNERS, L.P.
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    ESL INSTITUTIONAL PARTNERS, L.P.
    By: RBS Investment Management, L.L.C., as its general partner
    By: ESL Investments, Inc., as its manager
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer


    RBS INVESTMENT MANAGEMENT, L.L.C.
    By: ESL Investments, Inc., as its manager
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    CRK PARTNERS, LLC
    By: ESL Investments, Inc., as its sole member
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    ESL INVESTMENTS, INC.
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    EDWARD S. LAMPERT
    By:  

/s/ Edward S. Lampert


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS CANADA INC.

 

Entity

   Date of
Transaction
  

Description

of Transaction

   Shares
Acquired
    Shares
Disposed
    Price
Per Share
 

SPE I Partners, LP

   10/26/2014    Private Sale of Subscription Rights        728,699 (1)    $ 0.102 (2) 

SPE Master I, LP

   10/26/2014    Private Sale of Subscription Rights        937,147 (1)    $ 0.102 (2) 

ESL Partners, L.P.

   10/26/2014    Private Purchase of Subscription Rights      724,636 (1)      $ 0.102 (2) 

Edward S. Lampert

   10/26/2014    Private Purchase of Subscription Rights      941,211 (1)      $ 0.102 (2) 

ESL Partners, L.P.

   10/27/2014    Exercise of Acquired Subscription Rights      724,636        $ 9.50   

Edward S. Lampert

   10/27/2014    Exercise of Acquired Subscription Rights      941,211        $ 9.50   

 

(1) Represents Shares of the Issuer that may be acquired upon the exercise of subscription rights to purchase Shares of the Issuer.
(2) Represents the closing price of the subscription rights to purchase Shares of the Issuer on October 24, 2014.


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.1 to Schedule 13D filed on November 13, 2012).
99.2    Joint Filing Agreement (incorporated by reference to Exhibit 99.2 to Schedule 13D filed on October 3, 2014).
99.3    Form of Subscription Rights Certificate (incorporated by reference to Exhibit 99.3 to Schedule 13D filed on October 17, 2014).
99.4    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (filed herewith).
99.5    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (filed herewith).
99.6    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (filed herewith).
99.7    Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (filed herewith).