UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 |
Preliminary Proxy Statement
On July 7, 2022, Seritage Growth Properties (the “Company”) issued a press release announcing the filing of its preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated into this Item 8.01 by reference.
Voting and Support Agreement
On July 6, 2022, the Company entered into a voting and support agreement with Mr. Edward S. Lampert (the “Voting and Support Agreement”), pursuant to which Mr. Lampert has agreed to, among other things, (i) appear at the Annual Meeting or otherwise cause his shares to be counted as present thereat for the purpose of establishing a quorum and (ii) validly vote or cause to be voted at the Annual Meeting all of his shares owned as of the record date for the Annual Meeting in favor of the plan of sale proposal, as more fully described in the Preliminary Proxy Statement. Until July 6, 2022, Mr. Lampert held substantial equity in Seritage Growth Properties, L.P. (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership.
Pursuant to the Voting and Support Agreement, on July 6, 2022, Mr. Lampert exchanged his entire equity interest in the Operating Partnership for Class A common shares of the Company in accordance with the terms of the partnership agreement of the Operating Partnership. Accordingly, the Company currently owns, directly and indirectly, the entire equity interest in the Operating Partnership. The preceding is summary of the terms of the Voting and Support Agreement and is qualified in its entirety by reference to the full text of the Voting and Support Agreement, which is attached as Exhibit 10.1 to this report and incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Voting and Support Agreement dated as of July 6, 2022, between Seritage Growth Properties and Edward S. Lampert. | |
| 99.1 | Press release dated July 7, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SERITAGE GROWTH PROPERTIES | ||
| By: | /s/ Matthew Fernand | |
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Matthew Fernand | |
| Chief Legal Officer & Corporate Secretary | ||
Date: July 7, 2022