Sears Holdings Corp (SHLD) Enters Into Loan Agreement with ESL Partners, Cascade Investments

As revealed in a recent 13D filing with the SEC, Sears Holdings Corporation (NASDAQ:SHLD) signed a loan agreement with Edward Lampert‘s ESL Partners, L.P. and Cascade Investments on April 8, under which the company borrowed $250 million from the fund’s Secured Loan Facility that was created, with the option to withdraw $250 million more before July 2017. In connection with the Secured Loan Facility, the Lenders entered into a co-lender agreement to govern the relationship among the Lenders with respect to their interests in the Secured Loan Facility. In addition, the Co-Lender Agreement governs the process for the distribution of any origination fees, funding fees, delayed origination fees, and/or other funds in connection with the Secured Loan Facility, as well as the ability of Cascade Investment to transfer its interest in the Secured Loan Facility to an additional Lender, and lastly, the voting and approval process for actions to be taken by or on behalf of the Lenders with respect to the Secured Loan Facility. ESL Partners owns 64.52 million shares of Sears Holdings Corporation (NASDAQ:SHLD), which account for 57.8% of the company’s outstanding stock. This is slightly more than the 64.17 million shares that the fund held in January, as reported in a previous 13D filing.

Among the hedge funds tracked by Insider Monkey, a total of 20 funds were bullish on this stock at the end of December. Bruce Berkowitz’s Fairholme (FAIRX) held the largest stake in Sears Holdings Corporation (NASDAQ:SHLD), which was worth close to $579.9 million. Coming in second was ESL Investments, which reported a $459.2 million position. Another investor that reported a long position was Murray Stahl’s Horizon Asset Management. On the other hand, Leon Cooperman’s Omega Advisors dumped its position valued at $6.8 million in stock, and Steve Tannenbaum’s Greenwood Investments was right behind this move, as the fund cut about $4.1 million worth of shares.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ESL Partners 26,801,105 0 26,801,105 37,373,804 64,174,909 57.5%
SPE I Partners 150,124 0 150,124 011 150,124 0.1%
SPE Master I 193,341 0 193,341 011 193,341 0.2%
RBS Partners 27,144,570 0 27,144,570 37,373,804 64,518,374 57.8%
ESL Investments, Inc 27,144,570 0 27,144,570 37,373,804 64,518,374 57.8%
Edward S. Lampert 64,518,374 0 27,144,570 37,373,804 64,518,374 54.7%
Edward Lampert
Edward Lampert
ESL Investments

Page 1 of 18 – SEC Filing



Washington, D.C. 20549




Under the Securities Exchange Act of 1934

(Amendment No. 45) *



Holdings Corporation

(Name of Issuer)

Common Shares

(Title of
Class of Securities)


(CUSIP Number)

Janice V.
Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 8, 2016

(Date of Event which Requires Filing of this Statement)



If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).

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