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~~July 2822, 2019

SEARS HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)


Delaware	000-51217, 001-36693	20-1920798
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3333 Beverly Road Hoffman 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 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

As previously ~~disclosed~~reported, on October 15, 2018 (the “Petition Date”), Sears Holdings Corporation (the “Company”) and certain of its subsidiaries (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”), ~~The~~on ~~Chapter~~April 17, 112019, ~~Cases~~the ~~are~~Debtors ~~being~~filed ~~jointly~~a ~~administered~~proposed ~~under~~Joint ~~the~~Chapter ~~caption~~11 ~~“In~~Plan reof ~~Sears~~Liquidation ~~Holdings~~(the ~~Corporation,~~“Plan etof ~~al., Case No. 18-23538.~~Liquidation”) ~~Documents~~with ~~filed on~~ the ~~docket~~Bankruptcy Court, of and ~~other~~on ~~information~~May 16, ~~related~~2019, to the ~~Chapter~~Debtors 11filed ~~Cases~~an ~~are~~amended ~~available~~Plan ~~free~~ of ~~charge~~Liquidation ~~online~~(as atmay ~~https://restructuring.primeclerk.com/sears.~~be ~~Documents~~amended ~~and other~~from ~~information~~time ~~available~~to ontime, ~~such~~the ~~website~~“Amended ~~are~~Plan ~~not part~~ of ~~this~~Liquidation”). ~~Current~~The ~~Report~~Chapter on11 ~~Form~~Cases ~~8-K~~are ~~and~~being ~~shall~~jointly ~~not~~administered beunder ~~deemed~~the ~~incorporated~~caption by“In ~~reference~~re Sears inHoldings ~~this~~Corporation, ~~Current~~et ~~Report~~al., onCase ~~Form 8~~No. 18-K23538.”

AsOn ~~previously~~July 19, ~~disclosed~~2019, inthe aDebtors ~~Current~~filed ~~Report~~with the onBankruptcy ~~Form~~Court ~~8-K~~their ~~filed~~monthly ~~with~~ operating report for the ~~Securities~~period beginning May 5, 2019 and ~~Exchange~~ending ~~Commission~~June 1, 2019 (the “~~SEC~~Monthly Operating Report”). onThe ~~February 14,~~Monthly ~~2019~~Operating Report is attached hereto as Exhibit 99.1, and is incorporated herein by reference. This Current Report on ~~February 11,~~Form ~~2019,~~8-K (including the ~~Company~~exhibits ~~and~~hereto) ~~certain~~(this of“Form ~~its~~8-K”) ~~subsidiaries~~will ~~completed~~not abe ~~sale~~deemed ofan ~~substantially~~admission ~~all~~as ofto the ~~go-forward~~materiality ~~retail~~of ~~footprint~~any ~~and~~information ~~other~~required ~~assets~~to be disclosed solely by Regulation FD. The Monthly Operating Report and ~~component~~other ~~businesses~~filings ofwith the ~~Company~~Bankruptcy asCourt arelated ~~going~~to ~~concern~~the ~~pursuant~~Chapter to11 ~~that~~Cases ~~certain~~may ~~Asset~~be ~~Purchase~~available ~~Agreement,~~electronically ~~dated~~at http://restructuring.primeclerk.com/sears. ~~January 17,~~Documents ~~2019,~~and ~~with~~other ~~Transform~~information ~~Holdco~~available ~~LLC (“Transform”),~~on ansuch ~~affiliate~~website ofare ~~ESL~~not ~~Investments,~~part ~~Inc.,~~of athis ~~significant~~Form ~~creditor~~8-K and ~~shareholder~~shall ofnot ~~the~~be ~~Company~~deemed incorporated by reference in this Form 8-K.

AsThe ~~previously~~information ~~disclosed~~contained in ~~a Current~~this ~~Report~~Item on7.01 ~~Form~~shall ~~8-K~~not ~~filed~~be ~~with~~deemed ~~the~~to ~~SEC~~be on“filed” ~~April~~for purposes of Section 18, ~~2019,~~of onthe ~~April 17,~~Securities ~~2019,~~Exchange ~~the~~Act ~~Debtors~~of ~~filed~~1934, aas ~~proposed~~amended ~~Joint~~(the ~~Chapter~~“Exchange 11Act”), ~~Plan~~or ofotherwise ~~Liquidation~~subject (to the ~~“Plan~~liabilities of ~~Liquidation”)~~that section, and ~~a Disclosure~~shall ~~Statement~~not ~~(the~~be ~~“Disclosure~~deemed ~~Statement”)~~to ~~describing~~be ~~the~~incorporated ~~Plan~~by reference into any of ~~Liquidation~~the ~~and~~Company’s filings under the ~~solicitation~~Securities Act of ~~votes~~1933, toas ~~approve~~amended, or the ~~same~~Exchange ~~from~~Act, ~~certain~~whether ofmade before or after the ~~Debtors’~~date ~~creditors~~hereof ~~with~~and ~~respect~~regardless of any general incorporation language in such filings, except to the ~~Chapter~~extent 11expressly ~~Cases~~set forth by specific reference in such a filing.

AsCautionary ~~previously~~Statement ~~disclosed~~Regarding inthe aMonthly ~~Current~~Operating 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.~~

OnThe ~~June 28,~~Company ~~2019,~~cautions ~~the~~investors ~~Debtors~~and ~~filed~~potential ainvestors ~~further~~not ~~amended~~to ~~Plan~~place ~~of Liquidation~~undue ~~(as~~reliance ~~amended~~upon ~~from~~the ~~time~~information tocontained ~~time,~~in the ~~“Amended~~Monthly ~~Plan~~Operating ofReport, ~~Liquidation”)~~which ~~and~~was not aprepared ~~Disclosure Statement~~ for the ~~Amended~~purpose ~~Plan~~ of ~~Liquidation~~providing ~~(as~~the ~~amended~~basis ~~from~~for ~~time~~an toinvestment ~~time,~~decision ~~the~~relating ~~“Amended~~to ~~Disclosure~~any ~~Statement”)~~of ~~describing~~ the ~~Amended~~ ~~Plan~~securities of ~~Liquidation and~~ the ~~solicitation~~Company. ofThe ~~votes~~Monthly toOperating ~~approve~~Report ~~the~~is ~~same~~limited ~~from~~in ~~certain~~scope, ofcovers ~~the~~a ~~Debtors’~~limited ~~creditors~~time ~~with~~period ~~respect~~and tohas ~~the~~been ~~Chapter~~prepared 11solely ~~Cases.~~for ~~Among~~the purpose ~~other~~of ~~things,~~complying with the ~~Amended~~monthly ~~Plan~~reporting requirements of ~~Liquidation~~the ~~and~~Bankruptcy ~~Amended~~Court. ~~Disclosure~~The ~~Statement reflected~~Monthly ~~certain~~Operating ~~changes~~Report ~~relating~~was tonot ~~the~~audited ~~treatment~~or ofreviewed ~~claims~~by ~~and~~independent ~~interests~~accountants, ~~for~~was ~~certain~~not ~~creditors,~~prepared ~~the~~in ~~governance~~accordance ~~structure~~with ofgenerally accepted accounting principles in the ~~Liquidating~~United ~~Trust~~States, ~~additional~~is ~~risk~~in ~~factors~~a toformat beprescribed ~~considered~~by ~~and~~applicable ~~certain~~bankruptcy ~~other~~laws ~~changes~~or ~~relating~~rules, toand ~~the~~is ~~treatment~~subject ~~of claims~~to ~~and~~future ~~interests~~adjustment ~~for~~and ~~certain creditors~~reconciliation. ~~The~~There ~~Bankruptcy~~can ~~Court~~be ~~also~~no ~~entered~~assurance anthat, ~~order~~from ~~approving~~ the ~~related~~perspective ~~solicitation~~of ~~procedures~~an ~~and~~investor ~~materials~~or ~~and~~potential ~~authorizing~~investor in the Company’s ~~Debtors~~securities, tothe ~~commence~~Monthly ~~soliciting~~Operating ~~holders~~Report ofis ~~claims~~complete. inResults ~~specified~~set ~~classes~~forth ~~entitled~~in ~~to vote~~the toMonthly ~~accept~~Operating orReport ~~reject~~should ~~the~~not ~~Amended~~be ~~Plan~~viewed as indicative of ~~Liquidation~~future results.

~~The~~As ~~Debtors~~previously ~~intend~~reported toin ~~proceed~~a ~~expeditiously~~Form to12b-25 ~~commence~~filed ~~the~~on ~~mailing~~April 18, of2019, ~~ballots and other solicitation materials (~~the ~~“Solicitation~~Company ~~Materials”)~~will ~~concerning~~not ~~the~~file ~~Amended~~an ~~Plan~~Annual ofReport ~~Liquidation.~~on Form A10-K ~~hearing~~for ~~to consider approval of~~ the ~~Amended~~fiscal ~~Plan~~year ofended ~~Liquidation~~February 2, is2019 ~~scheduled~~or ~~before~~any ~~the~~quarterly ~~Bankruptcy~~reports ~~Court~~ on ~~August 16,~~Form ~~2019.~~10-Q ~~There~~for ~~can be~~subsequent noperiods ~~assurance~~ended ~~that~~prior to the ~~Debtors’~~confirmation ~~stakeholders~~of ~~will approve~~ the ~~Amended~~ Plan of Liquidation. Instead, ~~or that~~ the ~~Bankruptcy~~Company ~~Court~~ will ~~confirm~~file ~~the~~Current ~~Amended~~Reports ~~Plan~~on ofForm ~~Liquidation.~~8-K Itcontaining is(i) disclosure ~~expected~~of ~~that~~all ~~the~~material ~~Debtors~~events ~~would~~in ~~emerge~~the ~~from~~Chapter ~~bankruptcy~~11 ~~when~~Cases ~~the Amended~~and ~~Plan~~any ofother ~~Liquidation~~information ~~receives~~required by the ~~requisite~~instructions ~~approval~~to Form ~~from~~8-K ~~holders~~and of(ii) as ~~claims~~exhibits, the ~~Bankruptcy~~operating ~~Court~~reports ~~enters~~and anany ~~order~~other ~~confirming~~documents ~~the~~that ~~Amended~~include ~~Plan~~unaudited offinancial ~~Liquidation,~~information ~~and~~that ~~the~~are ~~conditions~~filed toby the ~~effectiveness~~Company ofwith the ~~Amended~~Bankruptcy ~~Plan of Liquidation, as stated therein, are satisfied~~Court.

~~Information~~Various ~~contained~~statements in ~~the~~this ~~Amended~~Form ~~Plan~~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 ~~Liquidation~~historical fact, and/or the ~~Amended~~Monthly ~~Disclosure~~Operating ~~Statement~~Report ismay ~~subject~~include to“forward-looking ~~change~~statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, 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 ~~whether~~statements. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of ~~amendments~~certain orrisks ~~supplements~~and other factors, which could include the following: risks and uncertainties relating to the Chapter ~~Amended~~11 ~~Plan~~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 ~~Liquidation~~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 ~~actions~~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, orincluding ~~otherwise~~ongoing disputes with Transform Holdco LLC, an affiliate of ESL Investments, Inc., a significant creditor and ~~should~~shareholder of the Company; 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 included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 3, 2019 with the Securities and Exchange Commission (as amended from time to time, the “Amended Plan of Liquidation”), states that there will not be ~~relied~~sufficient ~~upon~~funds byor other assets in the Estate to allow holders of the Company’s common stock or warrants to receive any ~~party.~~distribution ~~Copies~~of value in respect of their 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 ~~Disclosure~~Plan ~~Statement~~of ~~are~~Liquidation and establish an acceptable Liquidating Trust, including the ~~attached~~Debtors’ ~~hereto~~ability to maintain administrative solvency which may be impacted by factors outside of the Debtors’ control; the uncertainty as ~~Exhibits~~to ~~99.1~~when ~~and~~or ~~99.2,~~whether ~~respectively.~~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

~~The~~ Statement ~~Solicitation~~included ~~Materials~~as ~~are~~Exhibit ~~also~~99.2 ~~available~~to atthe Company’s Current Report on Form 8-K filed on July 3, 2019 with the Securities and Exchange Commission, ~~https://restructuring~~as may be amended from time to time.~~primeclerk~~ The Company therefore cautions readers against relying on these forward-looking statements.~~com/sears~~ 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.

~~This~~Item ~~Current Report on Form 8-K is not a solicitation to accept or reject the Amended Plan of Liquidation~~9.01 ~~Any~~Financial ~~such~~Statements ~~solicitation will be made pursuant to~~ and ~~in accordance with the Amended Disclosure Statement and applicable law, including orders of the Bankruptcy Court~~Exhibits.

~~Forward-Looking~~(d) ~~Statements~~Exhibits

As99.1 ~~previously~~Monthly ~~reported~~Operating ~~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~~period ~~year~~ ended ~~February 2~~June 1, 2019, orfiled ~~any~~with ~~quarterly reports on Form 10-Q for subsequent periods ended prior to~~ the ~~confirmation~~United ofStates ~~the~~Bankruptcy ~~Plan~~Court offor ~~Liquidation. Instead,~~ the ~~Company~~Southern ~~will~~District ~~file Current Reports on Form 8-K containing (i) disclosure~~ of ~~all~~New 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. York

~~Various~~Exhibit ~~statements~~Index 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, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, 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 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 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.


Exhibit No.		Exhibit

99.1		Monthly Operating Report for the period ended June 1, 2019, filed with the United States Bankruptcy Court for the Southern District of New York

~~Item~~SIGNATURE ~~9.01 Financial Statements and Exhibits.~~

~~(d)~~Pursuant ~~Exhibits~~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.

99.1		Amended Plan of Liquidation
99.2		Amended Disclosure Statement


SEARS HOLDINGS CORPORATION

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

~~Exhibit~~Dated: ~~Index~~July 22, 2019

ExhibitNo.		Exhibit
99.1		Amended Plan of 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: July 3, 2019

Filing Compare · SEARS HOLDINGS CORP