Sears Announces Rights Offer and Leasing Deal

Sears Chairman and CEO Eddie Lampert’s private equity firm ESL Investments will exercise their pro rata portion of the subscription rights in full, according to the press release. Fairholme Capital Management has also said that it expects certain of its clients to participate at as yet undetermined levels.

From the announcement:

The subscription rights will be distributed to all stockholders of record of the Company, and every stockholder will have the right to participate on the same terms in accordance with its pro rata ownership of the Company’s common stock, except that holders of the Company’s restricted stock that is unvested as of the record date are expected to receive cash awards in lieu of subscription rights. … Each subscription right will entitle the holder thereof to purchase, at a subscription price equal to the principal amount of each note, one unit, consisting of (a) a 8% senior unsecured note due 2019 in a principal to be determined and (b) a number of warrants equal to that principal amount divided by the strike price for the warrants, with each warrant entitling the holder thereof to purchase one share of the Company’s common stock at a strike price of $28.41, the closing market price on October 17, 2014, the last trading day before the board approved the offering.

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In a separate announcement, Sears announced the lease agreements with Primark for seven standalone stores. Primark is leasing a total of approximately 520,000 square feet in mall-based Sears stores in the northeast United States, and the space is expected to be delivered to the British firm in the next 12 to 18 months. Sears will continue to have a “significant presence” in six of the locations with a “streamlined store format” of up to 100,000 square feet at each store.

Two of the seven locations are the King of Prussia Mall near Philadelphia and the Staten Island Mall. The store in King of Prussia will occupy 100,000 square feet and the Staten Island store will occupy about 70,000 square feet. The other locations have not been announced.

Sears closed down 5.3% on Friday, at $28.41, and were inactive in the premarket Monday morning. The stock’s 52-week range is $23.84 to $66.77.

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