0001181431-14-035495.txt : 20141104 0001181431-14-035495.hdr.sgml : 20141104 20141104211852 ACCESSION NUMBER: 0001181431-14-035495 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141031 FILED AS OF DATE: 20141104 DATE AS OF CHANGE: 20141104 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: 141194839 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 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: 141194840 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: 141194841 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: 141194844 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: 141194845 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: 141194846 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: 141194842 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: 141194847 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: 141194843 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 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 rrd418298.xml FORM 4 X0306 4 2014-10-31 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 1 1 1 0 Chief Executive Officer 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001553667 SPE I Partners, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001553666 SPE Master I, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0000860585 RBS PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT, L.L.C. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001251868 CRK PARTNERS LLC 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001126396 ESL INVESTMENTS, INC. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 2014-10-31 4 A 0 10311 0 A 25236407 D Common Stock, par value $0.01 per share 2014-10-31 4 A 0 2313 0 A 25238720 D Common Stock, par value $0.01 per share 2014-10-31 4 A 0 62 0 A 25238782 D Common Stock, par value $0.01 per share 21992640 I See Footnotes Common Stock, par value $0.01 per share 1939872 I See Footnotes Common Stock, par value $0.01 per share 2494783 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 Represents shares of common stock of Sears Holdings Corporation (the "Issuer"), par value $0.01 per share ("Shares"), granted to Edward S. Lampert under Sears Holdings Corporation 2013 Stock Plan, as amended (the "2013 Stock Plan"). This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL Investments, Inc. ("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 April 1, 2014, the Compensation Committee of the Board of Directors of the Issuer (the "Compensation Committee") approved awards ("Make-Whole Awards") to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan. The Make-Whole Award granted to Mr. Lampert is in the form of Shares and will be issued in equal monthly installments on the last business day of each month through January 31, 2015, subject to the same terms that govern the issuance of Shares scheduled to be issued to Mr. Lampert under the 2013 Stock Plan. Represents Shares granted to Mr. Lampert pursuant to the Make-Whole Award. Represents Shares granted to Mr. Lampert pursuant to the 2013 Stock Plan. On October 18, 2014, the Compensation Committee approved awards (the "Rights Offering Awards") to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan. The Rights Offering Awards were approved to preserve the benefit of the underlying equity awards in connection with a subscription rights offering (the "Rights Offering") whereby the Issuer distributed to each holder of its outstanding Shares, as of 5:00 p.m. New York City time on October 16, 2014, transferrable subscription rights to purchase from the Issuer up to an aggregate of 40,000,000 common shares, no par value, of Sears Canada Inc., a corporation organized under the laws of Canada. The Rights Offering Award granted to Mr. Lampert is in the form of Shares and will be issued in equal monthly installments on the last business day of each month through January 31, 2015, subject to the same terms that govern the issuance of Shares scheduled to be issued to Mr. Lampert under the 2013 Stock Plan. Represents Shares directly beneficially owned by Partners. Represents Shares directly beneficially owned by SPE I. Represents Shares directly beneficially owned by SPE Master I. 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 2014-11-04 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 2014-11-04 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 2014-11-04 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 2014-11-04 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2014-11-04 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 2014-11-04 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 2014-11-04 CRK PARTNERS, LLC, By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2014-11-04 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2014-11-04 EX-99.1 2 rrd376660_426682.htm JOINT FILER INFORMATION rrd376660_426682.html 
                                                                    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, FL 33154

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014


2.   SPE I PARTNERS, LP

Item                                   Information

Name:                                  SPE I Partners, LP

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

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014


3.   SPE MASTER I, LP

Item                                   Information

Name:                                  SPE Master I, LP

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

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014


4.   RBS PARTNERS, L.P.

Item                                   Information

Name:                                  RBS Partners, L.P.

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

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014


5.   ESL INSTITUTIONAL PARTNERS, L.P.

Item                                   Information

Name:                                  ESL Institutional Partners, L.P.

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

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014


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

Item                                   Information

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

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

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014


7.   CRK PARTNERS, LLC

Item                                   Information

Name:                                  CRK Partners, LLC

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

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014


8.   ESL INVESTMENTS, INC.

Item                                   Information

Name:                                  ESL Investments, Inc.

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

Designated Filer:                      Edward S. Lampert

Date of Event Requiring Statement      October 31, 2014
(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:   November 4, 2014
EX-99.2 3 rrd376660_426683.htm JOINT FILING AGREEMENT rrd376660_426683.html 
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                November 4, 2014

        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: November 4, 2014          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