UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1728, 2019

SEARS HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-51217, 001-36693	20-1920798
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
3333 Beverly RoadHoffman Estates, Illinois		60179
(Address of principal executive offices)		(Zip code)

3333 Beverly RoadHoffman Estates, Illinois		60179
(Address of principal executive offices)		(Zip code)

Registrant’s Telephone Number, Including Area Code: (847) 286-2500

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

As previously ~~reported~~disclosed, on October 15, 2018 (the “Petition Date”), Sears Holdings Corporation (the “Company”) and certain of its subsidiaries (~~collectively~~together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), onThe ~~April 17,~~Chapter ~~2019,~~11 ~~the~~Cases ~~Debtors~~are ~~filed~~being ajointly ~~proposed~~administered ~~Joint~~under ~~Chapter~~the 11caption ~~Plan~~“In ofre ~~Liquidation~~Sears ~~(the~~Holdings ~~“Plan~~Corporation, ofet ~~Liquidation~~al., Case No. 18-23538.”) ~~with~~Documents filed on the ~~Bankruptcy~~docket ~~Court,~~of and ~~on May 16,~~other ~~2019,~~information related to the ~~Debtors~~Chapter ~~filed~~11 anCases ~~amended~~are ~~Plan~~available free of ~~Liquidation~~charge ~~(as~~online ~~may~~at behttps://restructuring.primeclerk.com/sears. ~~amended~~Documents ~~from~~and other ~~time~~information toavailable ~~time,~~on ~~the~~such ~~“Amended~~website ~~Plan~~are not part of ~~Liquidation”).~~this ~~The~~Current ~~Chapter~~Report 11on ~~Cases~~Form ~~are~~8-K ~~being~~and ~~jointly~~shall ~~administered~~not ~~under~~be ~~the~~deemed ~~caption~~incorporated ~~“In~~by rereference ~~Sears~~in ~~Holdings Corporation,~~this etCurrent ~~al.,~~Report ~~Case~~on ~~No. 18~~Form 8-~~23538~~K.”

OnAs ~~June 14,~~previously ~~2019,~~disclosed ~~the~~in ~~Debtors~~a ~~filed~~Current ~~with~~Report ~~the~~on ~~Bankruptcy Court~~Form ~~their~~8-K ~~monthly~~filed ~~operating report for~~ with the ~~period~~Securities ~~beginning April 7, 2019~~ and ~~ending~~Exchange ~~May 4,~~Commission ~~2019~~ (the “~~Monthly Operating Report~~SEC”). ~~The~~on ~~Monthly~~February 14, ~~Operating Report is attached hereto as Exhibit 99.1~~2019, ~~and is incorporated herein by reference. This Current Report~~ on ~~Form~~February 11, ~~8-K~~2019, ~~(including~~ the ~~exhibits~~Company ~~hereto)~~and ~~(this~~certain ~~“Form~~of ~~8-K”)~~its ~~will~~subsidiaries ~~not~~completed bea ~~deemed~~sale anof ~~admission~~substantially asall ~~to the materiality~~ of ~~any~~the ~~information~~go-forward ~~required~~retail tofootprint beand ~~disclosed~~other ~~solely~~assets ~~by Regulation FD. The Monthly Operating Report~~ and ~~other~~component ~~filings~~businesses ~~with~~of the ~~Bankruptcy~~Company ~~Court~~as ~~related~~a togoing ~~the~~concern ~~Chapter~~pursuant 11to ~~Cases~~that ~~may~~certain beAsset ~~available~~Purchase ~~electronically~~Agreement, ~~at http://restructuring.primeclerk.com/sears.~~dated ~~Documents~~January 17, ~~and~~2019, ~~other~~with ~~information~~Transform ~~available~~Holdco onLLC (“Transform”), ~~such~~an ~~website~~affiliate ~~are~~of ~~not~~ESL ~~part~~Investments, ofInc., ~~this~~a ~~Form~~significant ~~8-K~~creditor and ~~shall~~shareholder ~~not~~of bethe ~~deemed incorporated by reference in this Form 8-K~~Company.

~~The~~As ~~information~~previously ~~contained~~disclosed in ~~this~~a Current ~~Item~~Report ~~7.01~~on ~~shall~~Form ~~not~~8-K befiled ~~deemed~~with tothe beSEC ~~“filed”~~on ~~for purposes of Section~~April 18, of2019, ~~the~~on ~~Securities~~April 17, ~~Exchange~~2019, ~~Act~~the ofDebtors ~~1934,~~filed asa ~~amended~~proposed ~~(the~~Joint ~~“Exchange~~Chapter ~~Act”),~~11 orPlan ~~otherwise~~of ~~subject~~Liquidation to (the ~~liabilities~~“Plan of ~~that~~Liquidation”) ~~section,~~ and ~~shall~~a Disclosure ~~not~~Statement be(the ~~deemed~~“Disclosure toStatement”) bedescribing ~~incorporated~~the byPlan ~~reference into any~~ of ~~the~~Liquidation ~~Company’s filings~~and ~~under~~ the ~~Securities~~solicitation ~~Act~~ of ~~1933,~~votes asto ~~amended,~~approve or the ~~Exchange~~same ~~Act,~~from ~~whether~~certain ~~made~~of ~~before or after~~ the ~~date~~Debtors’ ~~hereof~~creditors ~~and~~with ~~regardless~~respect ~~of any general incorporation language in such filings, except~~ to the ~~extent~~Chapter ~~expressly~~11 ~~set forth by specific reference in such a filing~~Cases.

~~Cautionary~~As ~~Statement~~previously ~~Regarding~~disclosed ~~the~~in ~~Monthly~~a ~~Operating~~Current Report on Form 8-K filed with the SEC on May 16, 2019, on May 16, 2019, the Debtors filed an amended Plan of Liquidation and a related Disclosure Statement.

~~The~~On ~~Company~~June 28, ~~cautions~~2019, ~~investors~~the ~~and~~Debtors ~~potential~~filed ~~investors~~a ~~not~~further toamended ~~place~~Plan ~~undue~~of Liquidation ~~reliance~~(as ~~upon~~amended ~~the~~from ~~information~~time ~~contained~~to intime, the ~~Monthly~~“Amended ~~Operating~~Plan ~~Report,~~of ~~which~~Liquidation”) ~~was not~~and ~~prepared~~a Disclosure Statement for the ~~purpose~~Amended Plan of ~~providing~~Liquidation ~~the~~(as ~~basis~~amended ~~for~~from antime ~~investment~~to ~~decision~~time, ~~relating~~the to“Amended ~~any~~Disclosure ofStatement”) describing the Amended ~~securities~~Plan of ~~the~~Liquidation ~~Company.~~and ~~The~~the ~~Monthly~~solicitation ~~Operating~~of ~~Report~~votes isto ~~limited~~approve inthe ~~scope,~~same ~~covers~~from acertain ~~limited~~of ~~time~~the ~~period~~Debtors’ ~~and~~creditors ~~has~~with ~~been~~respect ~~prepared~~to ~~solely for~~ the ~~purpose~~ ofChapter ~~complying~~11 ~~with~~Cases. ~~the~~Among ~~monthly~~other ~~reporting~~things, ~~requirements of~~ the ~~Bankruptcy~~Amended ~~Court.~~Plan ~~The~~of ~~Monthly~~Liquidation ~~Operating~~and ~~Report~~Amended ~~was~~Disclosure ~~not~~Statement reflected ~~audited~~certain orchanges ~~reviewed~~relating byto ~~independent~~the ~~accountants,~~treatment ~~was~~of ~~not~~claims ~~prepared~~and ininterests ~~accordance~~for ~~with~~certain ~~generally~~creditors, ~~accepted~~the ~~accounting~~governance ~~principles in~~structure of the ~~United~~Liquidating ~~States~~Trust, isadditional inrisk afactors ~~format~~to ~~prescribed~~be byconsidered ~~applicable~~and ~~bankruptcy~~certain ~~laws~~other orchanges ~~rules,~~relating ~~and~~to isthe ~~subject~~treatment toof claims ~~future~~and ~~adjustment~~interests ~~and~~for ~~reconciliation~~certain creditors. ~~There~~The ~~can~~Bankruptcy beCourt noalso ~~assurance~~entered ~~that,~~an ~~from~~order approving the ~~perspective~~related ofsolicitation anprocedures ~~investor~~and ormaterials ~~potential~~and ~~investor~~authorizing in the ~~Company’s~~ ~~securities,~~Debtors ~~the~~to ~~Monthly~~commence ~~Operating~~soliciting ~~Report~~holders isof ~~complete.~~claims ~~Results set forth~~ in ~~the~~specified ~~Monthly~~classes ~~Operating~~entitled ~~Report~~to vote ~~should~~to ~~not~~accept beor ~~viewed~~reject asthe ~~indicative~~Amended Plan of ~~future results~~Liquidation.

The Debtors intend to proceed expeditiously to commence the mailing of ballots and other solicitation materials (the “Solicitation Materials”) concerning the Amended Plan of Liquidation. A hearing to consider approval of the Amended Plan of Liquidation is scheduled before the Bankruptcy Court on August 16, 2019. There can be no assurance that the Debtors’ stakeholders will approve the Amended Plan of Liquidation, or that the Bankruptcy Court will confirm the Amended Plan of Liquidation. It is expected that the Debtors would emerge from bankruptcy when the Amended Plan of Liquidation receives the requisite approval from holders of claims, the Bankruptcy Court enters an order confirming the Amended Plan of Liquidation, and the conditions to the effectiveness of the Amended Plan of Liquidation, as stated therein, are satisfied.

Information contained in the Amended Plan of Liquidation and the Amended Disclosure Statement is subject to change, whether as a result of amendments or supplements to the Amended Plan of Liquidation, third-party actions, or otherwise, and should not be relied upon by any party. Copies of the Amended Plan of Liquidation and the Amended Disclosure Statement are attached hereto as Exhibits 99.1 and 99.2, respectively.

The Solicitation Materials are also available at https://restructuring.primeclerk.com/sears.

This Current Report on Form 8-K is not a solicitation to accept or reject the Amended Plan of Liquidation. Any such solicitation will be made pursuant to and in accordance with the Amended Disclosure Statement and applicable law, including orders of the Bankruptcy Court.

Forward-Looking Statements

As previously reported in a Form 12b-25 filed on April 18, 2019, the Company will not file an Annual Report on Form 10-K for the fiscal year ended February 2, 2019 or any quarterly reports on Form 10-Q for subsequent periods ended prior to the confirmation of the Plan of Liquidation. Instead, the Company will file Current Reports on Form 8-K containing (i) disclosure of all material events in the Chapter 11 Cases and any other information required by the instructions to Form 8-K and (ii) as exhibits, the operating reports and any other documents that include unaudited financial information that are filed by the Company with the Bankruptcy Court.

Various statements in this Current Report on Form 8-K or documents referred to herein, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, ~~and/or~~are ~~the Monthly Operating Report may include~~ “forward-looking statements” within the meaning of ~~the~~Section 27A ~~Private~~of the Securities ~~Litigation Reform~~ Act of ~~1995. All statements~~1933, 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 aamended ~~result of certain risks and other factors, which could include~~ (the ~~following:~~“Securities ~~risks and uncertainties relating to the Chapter 11 Cases~~Act”), ~~including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company~~ and onSection 21E ~~the interests~~ of ~~various constituents, Bankruptcy Court rulings in~~ the ~~Chapter~~Securities 11Exchange ~~Cases~~Act ~~and the outcome~~ of ~~the Chapter 11 Cases in general~~1934, ~~the~~as ~~duration~~amended. ofAll ~~the Chapter 11 Cases~~statements, risks associated with third-party motions in the Chapter 11 Cases; the Company’s ability to realize proceeds from remaining assets and the related terms and conditions; risks associated with litigation and other ~~claims~~than ~~that~~statements ~~involve the Company, including ongoing disputes with Transform Holdco LLC, an affiliate~~ of ~~ESL Investments, Inc., a~~ ~~significant~~historical ~~creditor and shareholder of the Company; risks related to the trading of the Company’s common stock and warrants on the OTC Pink Market~~facts, ~~particularly~~included ~~because~~in ~~the~~this ~~Amended~~filing ~~Plan of Liquidation states~~ that ~~there~~address will not be sufficient funds or other assets in the Estate to allow holders of the Company’s common stock or warrants to receive any distribution of value in respect of their equity interests; risks relating to the Company’s ability to confirm the Amended Plan of Liquidationactivities, ~~including~~events ~~the Debtors’ ability to maintain administrative solvency which may be impacted by factors outside of the Debtors’ control; the uncertainty as to when~~ or ~~whether~~developments ~~the effective date of the Amended Plan of Liquidation will occur; the risk~~ that the ~~Chapter 11 Cases may be converted to cases under chapter 7 of the Bankruptcy Code; as well as other risk factors set forth in the~~ Company’s Amended Disclosure Statement included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on May 16, 2019 with the Securities and Exchange Commission, as may be amended form time to time. 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

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 Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the duration of the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases; the Company’s ability to realize proceeds from remaining assets and the related terms and conditions; risks associated with litigation and other claims that involve the Company, including ongoing disputes with Transform; risks related to the trading of the Company’s common stock and warrants on the OTC Pink Market, particularly because the Amended Plan of Liquidation states that there will not be sufficient funds or other assets in the Estate to allow holders of the Company’s common stock or warrants to receive any distribution of value in respect of their ~~entirety~~equity interests; risks relating to the outcome of the solicitation of votes of holders of claims in specified classes to approve the Amended Plan of Liquidation, and the Company’s ability to confirm and implement the Amended Plan of Liquidation and establish an acceptable Liquidating Trust, including the Debtors’ ability to maintain administrative solvency which may be impacted by factors outside of the Debtors’ control; the uncertainty as to when or whether the effective date of the Amended Plan of Liquidation will occur; the risk that the Chapter 11 Cases may be converted to cases under chapter 7 of the Bankruptcy Code; as well as other risk factors set forth in the Company’s Amended Disclosure Statement included as Exhibit 99.2 hereto. 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1 Monthly Operating Report for the period ended May 4, 2019, filed with the United States Bankruptcy Court for the Southern District of New York


99.1		Amended Plan of Liquidation

99.2		Amended Disclosure Statement

Exhibit Index

Exhibit No.		Exhibit
ExhibitNo.		Exhibit
99.1		~~Monthly~~Amended ~~Operating~~Plan ~~Report for the period ended May 4, 2019, filed with the United States Bankruptcy Court for the Southern District~~ of ~~New York~~Liquidation
99.2		Amended Disclosure Statement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SEARS HOLDINGS CORPORATION

By:		/s/ Mohsin Meghji
		Mohsin Meghji
		Chief Restructuring Officer

Dated: ~~June~~July 173, 2019

Filing Compare · SEARS HOLDINGS CORP