0000899243-15-000836.txt : 20150707 0000899243-15-000836.hdr.sgml : 20150707 20150707201527 ACCESSION NUMBER: 0000899243-15-000836 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150702 FILED AS OF DATE: 20150707 DATE AS OF CHANGE: 20150707 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEARS HOLDINGS CORP CENTRAL INDEX KEY: 0001310067 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 201920798 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 847-286-2500 MAIL ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 FORMER COMPANY: FORMER CONFORMED NAME: Sears Holdings CORP DATE OF NAME CHANGE: 20041129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTMENTS, INC. CENTRAL INDEX KEY: 0001126396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977634 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: ESL INVESTMENTS INC DATE OF NAME CHANGE: 20001016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRK PARTNERS LLC CENTRAL INDEX KEY: 0001251868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977635 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS INVESTMENT MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001249797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977636 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: RBS INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20040120 FORMER NAME: FORMER CONFORMED NAME: RSB INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20030628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPE Master I, L.P. CENTRAL INDEX KEY: 0001553666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977639 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 7869235961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPE I Partners, L.P. CENTRAL INDEX KEY: 0001553667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977640 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 7869235961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL PARTNERS, L.P. CENTRAL INDEX KEY: 0000923727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977641 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INSTITUTIONAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001249801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977637 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: ESL INSTITUTIONAL PARTNERS LP DATE OF NAME CHANGE: 20030628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT EDWARD S CENTRAL INDEX KEY: 0001183200 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977642 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS PARTNERS, L.P. CENTRAL INDEX KEY: 0000860585 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36693 FILM NUMBER: 15977638 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR ISLANDS STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P /CT DATE OF NAME CHANGE: 19990407 FORMER NAME: FORMER CONFORMED NAME: LAMPERT L P DATE OF NAME CHANGE: 19940207 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P DATE OF NAME CHANGE: 19931210 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-07-02 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 1 1 1 0 Chief Executive Officer 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001553667 SPE I Partners, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001553666 SPE Master I, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0000860585 RBS PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT, L.L.C. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001251868 CRK PARTNERS LLC 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 0001126396 ESL INVESTMENTS, INC. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR ISLANDS FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 2015-07-02 4 P 0 22519 A 1501241 I See Footnotes Common Stock, par value $0.01 per share 2015-07-02 4 P 0 77337 A 1933413 I See Footnotes Common Stock, par value $0.01 per share 2015-07-02 4 P 0 975807 A 1501241 I See Footnotes Common Stock, par value $0.01 per share 2015-07-02 4 P 0 1044043 A 1933413 I See Footnotes Common Stock, par value $0.01 per share 25560356 D Common Stock, par value $0.01 per share 21992640 I See Footnotes Common Stock, par value $0.01 per share 10230 I See Footnotes Common Stock, par value $0.01 per share 747 I See Footnotes On July 2, 2015, in satisfaction of certain liabilities of SPE I Partners, LP ("SPE I") payable to its sole general partner, RBS Partners, L.P. ("RBS"), the capital account balance of RBS was increased by an aggregate of approximately $942,370, resulting in the acquisition by RBS of an additional approximate 1.5% partnership interest in SPE I. The shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), are directly beneficially owned by SPE I of which RBS is the sole general partner. Edward S. Lampert is the Chairman, Chief Executive Officer and Director of ESL Investments, Inc. ("ESL"), the sole general partner of RBS. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein. This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS, ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL. Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. On July 2, 2015, in satisfaction of certain liabilities of SPE Master I payable to RBS, the capital account balance of RBS was increased by an aggregate of $3,443,380, resulting in the acquisition by RBS of an additional approximate 4% partnership interest in SPE Master I. The Shares are directly beneficially owned by SPE Master I, of which RBS is the sole general partner. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL, the sole general partner of RBS. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE Master I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein. On July 2, 2015, pursuant to the terms of the SPE I partnership agreement, RBS accepted all offers from those limited partners of SPE I which offered to sell their partnership interests to RBS for cash (based on June 30, 2015 capital account balances). These transactions allowed those limited partners of SPE I to sell their partnership interests to RBS for cash consideration in lieu of receiving a liquidating distribution (including Shares) in accordance with the terms of the SPE I partnership agreement. In connection with these transactions, RBS paid an aggregate price of approximately $33,178,536 to those limited partners of SPE I and thereby acquired an additional approximate 65% partnership interest in SPE I. On July 2, 2015, pursuant to the terms of the SPE Master I partnership agreement, RBS accepted all offers from those limited partners of SPE Master I which offered to sell their partnership interests to RBS for cash (based on June 30, 2015 capital account balances). These transactions allowed those limited partners of SPE Master I to sell their partnership interests to RBS for cash consideration in lieu of receiving a liquidating distribution (including Shares) in accordance with the terms of the SPE Master I partnership agreement. In connection with these transactions, RBS paid an aggregate price of approximately $33,588,943 to those limited partners of SPE Master I and thereby acquired an additional approximate 54% partnership interest in SPE Master I. Represents Shares directly beneficially owned by Partners. Represents Shares directly beneficially owned by Institutional. Represents Shares directly beneficially owned by CRK LLC. Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 2015-07-07 ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 SPE I PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 SPE MASTER I, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 CRK PARTNERS, LLC, By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2015-07-07 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                                                    EXHIBIT 99.1

                             JOINT FILER INFORMATION

                            Other Reporting Person(s)

1.   ESL PARTNERS, L.P.

Item                                      Information

Name:                                     ESL Partners, L.P.

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:                                By:     RBS Partners, L.P.
                                          Its:    General Partner

                                          By:     ESL Investments, Inc.
                                          Its:    General Partner

                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015


2.   SPE I PARTNERS, LP

Item                                      Information

Name:                                     SPE I Partners, LP

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:                                By:     RBS Partners, L.P.
                                          Its:    General Partner

                                          By:     ESL Investments, Inc.
                                          Its:    General Partner

                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015


3.   SPE MASTER I, LP

Item                                      Information

Name:                                     SPE Master I, LP

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:                                By:     RBS Partners, L.P.
                                          Its:    General Partner

                                          By:     ESL Investments, Inc.
                                          Its:    General Partner

                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015


4.   RBS PARTNERS, L.P.

Item                                      Information

Name:                                     RBS Partners, L.P.

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:                                By:     ESL Investments, Inc.
                                          Its:    General Partner

                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015


5.   ESL INSTITUTIONAL PARTNERS, L.P.

Item                                      Information

Name:                                     ESL Institutional Partners, L.P.

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:                                By:     RBS Investment Management,
                                                  L.L.C.
                                          Its:    General Partner

                                          By:     ESL Investments, Inc.
                                          Its:    Manager

                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015


6.   RBS INVESTMENT MANAGEMENT, L.L.C.

Item                                      Information

Name:                                     RBS Investment Management, L.L.C.

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:                                By:     ESL Investments, Inc.
                                          Its:    Manager

                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015


7.   CRK PARTNERS, LLC

Item                                      Information

Name:                                     CRK Partners, LLC

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:                                By:     ESL Investments, Inc.
                                          Its:    Sole Member

                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015


8.   ESL INVESTMENTS, INC.

Item                                      Information

Name:                                     ESL Investments, Inc.

Address:                                  1170 Kane Concourse, Suite 200,
                                          Bay Harbor Islands, FL 33154

Designated Filer:                         Edward S. Lampert

Date of Event Requiring Statement         July 2, 2015
(Month/Day/Year):

Issuer Name and Ticker or Trading         Sears Holdings Corporation [SHLD]
Symbol:

Relationship of Reporting Person(s)       10% Owner
to Issuer:

If Amendment, Date Original Filed         Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:         Form filed by More than One Reporting
                                          Person

Signature:
                                          By:     /s/ Edward S. Lampert
                                                  ------------------------------
                                          Name:   Edward S. Lampert
                                          Title:  Chief Executive Officer
                                          Date:   July 7, 2015
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                  July 7, 2015

     Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

     IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.

     Date: July 7, 2015

                                        EDWARD S. LAMPERT

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------

                                        ESL PARTNERS, L.P.

                                        By:    RBS Partners, L.P.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        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.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        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.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        Its:   General Partner

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        RBS PARTNERS, L.P.

                                        By:    ESL Investments, Inc.
                                        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.
                                        Its:   General Partner

                                        By:    ESL Investments, Inc.
                                        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.
                                        Its:   Manager

                                        By:    /s/ Edward S. Lampert
                                               ---------------------------------
                                        Name:  Edward S. Lampert
                                        Title: Chief Executive Officer

                                        CRK PARTNERS, LLC

                                        By:    ESL Investments, Inc.
                                        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