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Sears Holdings Announces Private Offering of Senior Secured Notes

    HOFFMAN ESTATES, Ill., Sept. 28 /PRNewswire-FirstCall/ -- Sears
Holdings Corporation ("we," "us," "our" or the "Company") (Nasdaq: SHLD)
announced today that it plans to privately offer $500 million aggregate
principal amount of senior secured notes due 2018 (the "Notes"). Concurrent
with the closing of the proposed sale of the Notes described above, it is
expected that the Company will offer $165 million aggregate principal
amount of Notes to the Company's domestic pension plan in a private
placement. The Company plans to use the net proceeds of the offering to
repay borrowings under our senior secured revolving credit facility, to
fund working capital requirements of our retail businesses, capital
expenditures and for general corporate purposes, including common share
repurchases and pension funding obligations.

    The offering of the Notes (including to the Company's domestic pension
plan) will be made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to certain non-U.S. persons in accordance with
Regulation S under the Securities Act. The Notes will not be registered
under the Securities Act and may not be offered or sold without
registration unless pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and all
applicable state laws. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of
the Notes in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state.

    This press release contains forward-looking statements, as defined
under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect our current expectations and are based
upon data available to us at the time the statements are made. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from expectations. These risks and
uncertainties include, but are not limited to, statements regarding the
Company's expectations to close on the sale of the notes and how the
Company will use the proceeds of the offering. Additional cautionary
statements regarding other risk factors that could have an effect on the
future performance of the Company are detailed in reports on Forms 10-K,
10-Q and 8-K filed with or furnished to the SEC. Forward-looking statements
made in this press release speak as of the date hereof. We intend the
forward-looking statements to speak only as of the time made and do not
undertake to update or revise them as more information becomes available.


SOURCE Sears Holdings Corporation





 

 
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