ESL Partners, L.P.

Edward S. Lampert

October 17, 2014 17:25 ET

ESL Partners, L.P., Edward S. Lampert and Certain Affiliated Entities Announce Acquisition of Common Shares of Sears Canada Inc.

BAY HARBOR ISLANDS, FLORIDA--(Marketwired - Oct. 17, 2014) - ESL Partners, L.P., Edward S. Lampert and certain affiliated entities (collectively, the "Participating ESL Entities"), on October 16, 2014, acquired 17,741,508 common shares ("Shares") of Sears Canada Inc. ("Sears Canada") at US$9.50 (C$10.70) per Share, representing 17.4% of the outstanding Shares. The Shares were acquired by the Participating ESL Entities pursuant to the exercise of subscription rights granted to the Participating ESL Entities and other affiliated entities (collectively, the "ESL Entities") by Sears Holdings Corporation in a subscription rights offering. Following the subscription rights offering and the acquisition of Shares by the Participating ESL Entities thereunder, the ESL Entities may be deemed to beneficially own in aggregate 47,565,722 Shares, representing approximately 46.7% of the outstanding Shares (including 1,665,846 Shares that may be acquired in the subscription rights offering upon the exercise of the subscription rights by two ESL entities). The Participating ESL Entities have also exercised their over-subscription privileges to acquire, upon completion of the subscription rights offering, up to an additional 4,538,933 Shares, representing up to 4.5% of the outstanding Shares (but only to the extent such exercise would result in the ESL Entities owning no more than 50,438,811 Shares, representing no more than 49.5% of the outstanding Shares). The actual number of Shares to be sold to the Participating ESL Entities pursuant to the exercise of the over-subscription privileges, if any, is dependent on the number of other subscription rights left unexercised in the subscription rights offering.

This press release shall not be construed as an admission that any ESL Entity beneficially owns or controls, for the purposes of Section 13(d) or 13(g) of the United States Securities Exchange Act of 1934, or any other purpose, any securities covered by this press release.

For a copy of the early warning report corresponding to this press release, please contact Harold Talisman, ESL Investments, Inc., 1170 Kane Concourse, Suite 200, Bay Harbor Islands, Florida 33154 at (305) 702-2100.

Contact Information

  • ESL Investments, Inc.
    Harold Talisman
    (305) 702-2100