EX-99.5 2 d500150dex995.htm EX-99.5 EX-99.5

EXHIBIT 99.5

JOINT FILING AGREEMENT

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: March 11, 2013

    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, L.L.C.
    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 A

The names, business addresses, present principal occupations, and citizenship of the directors and executive officers of ESL Investments, Inc. are set forth below. If no address is given, the director’s or executive officer’s principal business address is 1170 Kane Concourse, Suite 200, Bay Harbor, Florida 33154. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ESL Investments, Inc.

 

Name and Business Address

 

Principal Occupation

 

Citizenship

Edward S. Lampert   Director, Chairman and Chief Executive Officer   United States


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS HOLDINGS CORPORATION

 

Entity

   Date of
Transaction
   Nature of Transaction    Number of
Shares of
Common Stock
     Price per
Share ($)
 

ESL Investors, L.L.C.

   03/11/2013    Distribution to Sole
Investment Member
     1,239,056       $ 0