EX-99.9 2 d620685dex999.htm EX-99.9 EX-99.9

Exhibit 99.9

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: October 30, 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 II 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 II, 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
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 FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.

 

Entity

   Date of Transaction    Description
of Transaction
   Shares Disposed      Price
Per Share

Edward S. Lampert

   09/09/2013    Open Market Sales      347,142       $50.75(1)

SPE Master II, LP

   09/09/2013    Open Market Sales      25,801       $50.75(1)

SPE II Partners, LP

   09/09/2013    Open Market Sales      20,062       $50.75(1)

CBL Partners, L.P.

   09/09/2013    Open Market Sales      31,925       $50.75(1)

ESL Institutional Partners, L.P.

   09/09/2013    Open Market Sales      70       $50.75(1)

Edward S. Lampert

   09/16/2013    Open Market Sales      601,929       $52.31(2)

SPE Master II, LP

   09/16/2013    Open Market Sales      44,737       $52.31(2)

SPE II Partners, LP

   09/16/2013    Open Market Sales      34,786       $52.31(2)

CBL Partners, L.P.

   09/16/2013    Open Market Sales      55,357       $52.31(2)

ESL Institutional Partners, L.P.

   09/16/2013    Open Market Sales      122       $52.31(2)

Edward S. Lampert

   09/16/2013    Open Market Sales      9,095       $53.23(3)

SPE Master II, LP

   09/16/2013    Open Market Sales      676       $53.23(3)

SPE II Partners, LP

   09/16/2013    Open Market Sales      526       $53.23(3)

CBL Partners, L.P.

   09/16/2013    Open Market Sales      837       $53.23(3)

ESL Institutional Partners, L.P.

   09/16/2013    Open Market Sales      2       $53.23(3)

CBL Partners, L.P.

   10/28/2013    Pro Rata Distribution to
Limited Partners
     2,577,460       $0

Edward S. Lampert

   10/30/2013    Open Market Sales      231       $49.38(4)

SPE Master II, LP

   10/30/2013    Open Market Sales      163       $49.38(4)

SPE II Partners, LP

   10/30/2013    Open Market Sales      127       $49.38(4)

CBL Partners, L.P.

   10/30/2013    Open Market Sales      2,116       $49.38(4)

ESL Partners, L.P.

   10/30/2013    Open Market Sales      1,967       $49.38(4)

 

(1) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.75 to $51.55 per Share. The Filing Person undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(2) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $52.14 to $53.13 per Share. The Filing Person undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(3) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $53.14 to $53.60 per Share. The Filing Person undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.
(4) This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $49.35 to $49.43 per Share. The Filing Person undertakes to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.