Sears Holdings Seeks Court Approval Of Stalking Horse Asset Purchase Agreement With Service.com To Sell Sears Home Improvement Business

HOFFMAN ESTATES, Ill., Nov. 3, 2018 /PRNewswire/ -- Sears Holdings Corporation ("Holdings" or the "Company") (OTC Pink:  SHLDQ) today announced that it has sought court approval of a "stalking horse" asset purchase agreement with Service.com to acquire the Sears Home Improvement business ("SHIP") in a sale process under Section 363 of the U.S. Bankruptcy Code. SHIP, which is based in Longwood, Florida, is a unit of the Sears Home Services division.

"The sale of SHIP is an important step for Sears Holdings as we continue working to achieve a comprehensive restructuring," said Robert A. Riecker, Chief Financial Officer and member of the Office of the Chief Executive. "We look forward to completing this process expeditiously so that we can maximize the value of SHIP and ensure a seamless transition for all of our stakeholders."

"Service.com is excited about the possibility of combining with SHIP," said Sandy Kronenberg, Chief Executive Officer of Service.com.  "This would not have been feasible without the support of Peter Karmanos' MadDog Ventures." 

The transaction was approved by the Company's Restructuring Committee, which consists solely of independent directors.  Under the agreement, which is subject to higher or better offers, Service.com intends to purchase SHIP for approximately $60 million in cash. Holdings intends to implement bid procedures to allow other qualified bidders the opportunity to submit competing bids through a court-supervised sale process.  Interested bidders are encouraged to contact Lazard Frères & Co. LLC. The Company requested that the Court consider the proposed bid procedures on November 15 at 10:00 a.m. ET.

The auction process and final agreement will be subject to the approval of the Court.  In addition, completion of the transaction remains subject to customary closing conditions and regulatory approvals.  Holdings anticipates that a sale will be completed by early January 2019.

As previously announced, on October 15, 2018, Holdings and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.

Additional information is available on the Company's restructuring website at restructuring.searsholdings.com.  For Court filings and other documents related to the court-supervised process, please visit http://restructuring.primeclerk.com/sears, call (844) 384-4460 (for toll-free domestic calls) and +1 (929) 955-2419 (for tolled international calls), or email searsinfo@primeclerk.com.

Advisors

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III Partners is serving as restructuring advisor and Lazard Frères & Co. LLC is serving as investment banker to Holdings.

Sidley Austin LLP is serving as legal counsel and FINNEA Group LLC is serving as financial advisor to Service.com.

About Sears Holdings Corporation

Sears Holdings Corporation (OTC Pink:  SHLDQ) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members - wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way®, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. For more information, visit www.searsholdings.com.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Company's chapter 11 cases (the "Chapter 11 Case"), including but not limited to, the Company's ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Case, the effects of the Chapter 11 Case on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case in general, the length of time the Company will operate under the Chapter 11 Case, risks associated with third-party motions in the Chapter 11 Case, the potential adverse effects of the Chapter 11 Case on the Company's liquidity or results of operations and increased legal and other professional costs necessary to execute the Company's reorganization; the conditions to which the Company's senior debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company's control; the Company's ability to obtain junior debtor-in-possession financing and the amount, terms and conditions of any such financing; the impact of and ability to successfully implement store closures and to right-size the Company's operating model; the Company's ability to consummate sales of its store base and other assets and the terms and conditions of any such sales; the Company's ability to implement operational improvement efficiencies; uncertainty associated with evaluating and completing any strategic or financial alternative as well as the Company's ability to implement and realize any anticipated benefits associated with any alternative that may be pursued; the consequences of the acceleration of our debt obligations; trading price and volatility of the Company's common stock and risks related to the Company's delisting from Nasdaq and trading on the OTC Pink Market as well as other risk factors set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371

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SOURCE Sears Holdings Corporation