Correspondence - Sears Holdings 11011 11E11
*"*SBDN Sears 2175 SRF 31050 MMLID:5579067 PackID:56135 SVC:DEF
COLLIER COUNTY CLERK OF COURTS
CO VALUE ADJUSTMENT BOARD
NAPLES,FL 34112
Debtor Kmart Corporation has listed your claim on Schedule E/F, Part 2 as a General Unsecured claim in the amount of$15.00. If you agree with the claim
amount and characterization,you do not need to submit this claim form. If you disagree,you must timely file a proof of claim form or be forever barred from
further recovery.
PLEASE SEND COMPLETED PROOF(S) OF CLAIM SO AS TO BE ACTUALLY RECEIVED ON OR BEFORE THE APPLICABLE BAR
DATE:
General Bar Date:April 10, 2019 at 5:00 p.m., Eastern Time
Governmental Bar Date: September 3, 2019 at 5:00 p.m., Eastern Time
Sears Holdings Corporation Claims Processing Center
c/o Prime Clerk LLC
Grand Central Station, PO Box 4708
New York, NY 10163-4708
You may also submit your claim electronically by visiting https://restructuring.primeclerk.com/sears/EPOC-Index
E-POC ID: 182354900658766
If you have any questions with respect to this notice,you may contact the Debtors'claims agent, Prime Clerk LLC
("Prime Clerk")at(844) 384-4460 or, if calling from outside the United States or Canada,at(929)955-2419,
by email at searsinfo@primeclerk.com,or visit https://restructuring.primeclerk.com/sears/.
Claim Pursuant to 11 U.S.C.§503(b)(9):A claim arising Secured claim under 11 U.S.C.§506(a):A claim backed by
from the value of any goods received by the Debtor within a lien on particular property of the debtor.A claim is secured
20 days before the date of commencement of the above case, to the extent that a creditor has the right to be paid from the
in which the goods have been sold to the Debtor in the property before other creditors are paid.The amount of a
ordinary course of the Debtor's business.Attach secured claim usually cannot be more than the value of the
documentation supporting such claim. particular property on which the creditor has a lien.Any
amount owed to a creditor that is more than the value of the
Creditor:A person,corporation,or other entity to whom a property normally may be an unsecured claim.But exceptions
debtor owes a debt that was incurred on or before the date the exist;for example,see 11 U.S.C. § 1322(b)and the final
debtor filed for bankruptcy. 11 U.S.C. §101 (10). sentence of 1325(a).
Debtor:A person,corporation,or other entity who is in Examples of liens on property include a mortgage on real
bankruptcy. Use the debtor's name and case number as shown estate or a security interest in a car.A lien may be voluntarily
in the bankruptcy notice you received. 11 U.S.C. § 101 (13). granted by a debtor or may be obtained through a court
proceeding.In some states,a court judgment may be a lien.
Evidence of perfection: Evidence of perfection of a security
interest may include documents showing that a security Setoff:Occurs when a creditor pays itself with money
interest has been filed or recorded,such as a mortgage,lien, belonging to the debtor that it is holding,or by canceling a
certificate of title,or financing statement. debt it owes to the debtor.
Information that is entitled to privacy:A Proof of Claim Unsecured claim:A claim that does not meet the
form and any attached documents must show only the last 4 requirements of a secured claim.A claim may be unsecured in
digits of any social security number,an individual's tax part to the extent that the amount of the claim is more than the
identification number,or a financial account number,only the value of the property on which a creditor has a lien.
initials of a minor's name,and only the year of any person's
date of birth.If a claim is based on delivering health care Offers to purchase a claim
goods or services,limit the disclosure of the goods or services Certain entities purchase claims for an amount that is less than
to avoid embarrassment or disclosure of confidential health the face value of the claims.These entities may contact
care information. You_naaylater be requiresltogive more _ __cre.ditors offering to purchase their claims.Some written
information if the trustee or someone else in interest objects to communications from these entities may easily be confused
the claim. with official court documentation or communications from the
debtor.These entities do not represent the bankruptcy court,
Priority claim:A claim within a category of unsecured the bankruptcy trustee,or the debtor.A creditor has no
claims that is entitled to priority under 11 U.S.C. §507(a). obligation to sell its claim.However,if a creditor decides to
These claims are paid from the available money or sell its claim,any transfer of that claim is subject to
property in a bankruptcy case before other unsecured Bankruptcy Rule 3001(e),any provisions of the Bankruptcy
claims are paid.Common priority unsecured claims Code(11 U.S.C. § 101 et seq.)that apply,and any orders of
include alimony,child support,taxes,and certain unpaid the bankruptcy court that apply.
wages.
Please send completed Proof(s) of Claim by
Proof of claim:A form that shows the amount of debt the one of the following methods:
debtor owed to a creditor on the date of the bankruptcy filing.
The form must be filed in the district where the case is If by first class mail:
pending. Sears Holdings Corporation Claims Processing Center
c/o Prime Clerk LLC
Redaction of information:Masking,editing out,or Grand Central Station,PO Box 4708
deleting certain information to protect privacy.Filers New York,NY 10163-4708
must redact or leave out information entitled to privacy If by hand delivery,or overnight courier:
on the Proof of Claim form and any attached Sears Holdings Corporation Claims Processing Center
documents. c/o Prime Clerk LLC
850 3rd Avenue,Suite 412
Brooklyn,NY 11232
Do not file these instructions with your form Proof(s)of claim may also be filed electronically at
https://restructuring.primeclerk.com/sears/EPOC-Index,
but may not be delivered by facsimile,telecopy,or
electronic mail transmission.
Modified Form 410
Instructions for Proof of Claim
United States Bankruptcy Court 12/15
These instructions and definitions generally explain the law. In certain circumstances,such as bankruptcy cases that debtors
do not file voluntarily,exceptions to these general rules may apply.You should consider obtaining the advice of an attorney,
especially if you are unfamiliar with the bankruptcy process and privacy regulations.
A person who files a fraudulent claim could be fined up
to$500,000,imprisoned for up to 5 years,or both.
18 U.S.C.§§ 152, 157 and 3571.
How to fill out this form m A Proof of Claim form and any attached documents
must show only the last 4 digits of any social security
a Fill in all of the information about the claim as of the number, individual's tax identification number,or
date the case was filed. financial account number,and only the year of any
person's date of birth. See Bankruptcy Rule 9037.
a Fill in the caption at the top of the form.
a For a minor child,fill in only the child's initials and the
a If the claim has been acquired from someone else, full name and address of the child's parent or
then state the identity of the last party who owned the guardian. For example,write A.B., a minor child(John
claim or was the holder of the claim and who transferred Doe,parent, 123 Main St., City, State). See Bankruptcy
it to you before the initial claim was filed. Rule 9037.
a Attach any supporting documents to this form.
Attach redacted copies of any documents that show that the Confirmation that the claim has been filed
debt exists,a lien secures the debt,or both. (See the
definition of redaction on the next page.) To receive confirmation that the claim has been filed,either
enclose a stamped self-addressed envelope and a copy of this
Also attach redacted copies of any documents that show form. You may view a list of filed claims in this case by visiting
perfection of any security interest or any assignments or the Claims and Noticing Agent's website at
transfers of the debt. In addition to the documents,a http://restructuring.primeclerk.com/sears.
summary may be added.Federal Rule of Bankruptcy
Procedure(called"Bankruptcy Rule")3001(c)and(d).
Understand the terms used in this form
a Do not attach original documents because Administrative expense: Generally,an expense that arises
attachments may be destroyed after scanning. after a bankruptcy case is filed in connection with operating,
liquidating,or distributing the bankruptcy estate.
a If the claim is based on delivering health care goods 11 U.S.C. § 503.
or services, do not disclose confidential health care
information. Leave out or redact confidential Claim:A creditor's right to receive payment for a debt that
information both in the claim and in the attached
documents. the debtor owed on the date the debtor filed for bankruptcy.
11 U.S.C. §101 (5).A claim may be secured or unsecured.
Claim Forms may be electronically submitted by visiting https://restructuring.primeclerk.com/sears/EPOC-Index
UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
Fill in this information to identify the case (Select only one Debtor per claim form):
ENSears Holdings Corporation 1111 Kmart Corporation all Sears,Roebuck de Puerto MI MyGofer LLC ElKmart.com LLC
(18-23538) (18-23549) MI Rico,Inc.(18-23561) (18-23573) (18-23585)
I1Sears,Roebuck and Co. MaxServ,Inc. SYW Relay LLC Sears Brands Business Unit Sears Brands Management
(18-23537) ®(18-23550) �(18-23562) 'Corporation(18-23574) ®Corporation(18-23586)
Kmart Holding Corporation Private Brands,Ltd. Wally Labs LLC Sears Holdings Publishing SHC Licensed Business
1(18-23539) (18-23551) �(18-23563) Company,LLC(18-23575)�LLC(18-23616)
Kmart Operations LLC Sears Development Co. Big Beaver of Florida Kmart of Michigan,Inc. SFIC Promotions LLC
(18-23540) (18-23552) ®Development,LLC(18-23564) (18-23576) ®(18-23630)
rl Sears Operations LLC Sears Holdings Management California Builder Appliances, riSHC Desert Springs,LLC ®SRe Holding Corporation
(18-23541) Corporation(18-23553) Inc.(18-23565) (18-23577) (19-22301)
ServiceLive,Inc. Sears Home&Business E Florida Builder Appliances,Inc. ®SOE,Inc.
(18-23542) Franchises,Inc.(18-23554) (18-23566) (18-23578) MMLID: 5579067
A&E Factory Service,LLC Sears Home Improvement KBL Holding Inc. riStarWest,LLC E-POC ID: 182354900658766
(18-23543) Products,Inc.(18-23555) (18-23567) '(18-23579)
®
A&E Home Delivery,LLC Sears Insurance Services, KLC,Inc. STI Merchandising,Inc.
(18-23544) L.L.C.(18-23556) 1(18-23568) (18-23580)
flA&E Lawn&Garden,LLC Sears Procurement Services, riSears Protection Company ®Troy Coolidge No. 13,
(18-23545) Inc.(18-23557) (Florida),L.L.C.(18-23569) LLC(18-23581)
flA&E Signature Service,LLC Sears Protection Company Kmart of Washington LLC BlueLight.com,Inc.
(18-23546) (18-23558) (18-23570) (18-23582)
ri FBA Holdings Inc. Sears Protection CompanyKmart Stores of Illinois LLC Sears Brands,L.L.C.
(18-23547) (PR)Inc.(18-23559) ® 11
(18-23571) (18-23583)
�Innovel Solutions,Inc. Sears Roebuck Acceptance Kmart Stores of Texas LLC Sears Buying Services,
(18-23548) Corp.(18-23560) (18-23572) Inc.(18-23584)
Debtor Kmart Corporation has listed your claim on Schedule E/F, Part 2 as a General Unsecured claim in
the amount of$15.00. If you agree with the claim amount and characterization,you do not need to submit
this claim form. If you disagree,you must timely file a proof of claim form or be forever barred from further
recovery.
Proof of Claim 04/16
Read the instructions before filling out this form.This form is for making a claim for payment in a bankruptcy case.Do not use this form to make a
request for payment of an administrative expense,other than a claim entitled to administrative priority pursuant to 11 U.S.C.§503(b)(9).Make
such a request according to 11 U.S.C.§503.
Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents.Attach redacted copies of any documents
that support the claim,such as promissory notes,purchase orders,invoices,itemized statements of running accounts,contracts,judgments,mortgages,and
security agreements. Do not send original documents;they may be destroyed after scanning. If the documents are not available,explain in an attachment.
A person who files a fraudulent claim could be fined up to$500,000, imprisoned for up to 5 years,or both. 18 U.S.C.§§ 152, 157,and 3571.
Fill in all the information about the claim as of the date the case was filed.That date is on the notice of bankruptcy(Form 309)that you received.
Part 1: Identify the Claim
1. Who is the current COLLIER COUNTY CLERK OF COURTS
creditor?
Name of the current creditor(the person or entity to be paid for this claim)
1
Other names the creditor used with thedebtor
2. Has this claim been ❑ No
acquired from
someone else? CIYes.From whom?
3. Where should notices Where should notices to the creditor be sent? Where should payments to the creditor be sent?(if
and payments to the different)
creditor be sent? COLLIER COUNTY CLERK OF COURTS
Federal Rule of CO VALUE ADJUSTMENT BOARD
Bankruptcy Procedure NAPLES,FL 34112
(FRBP)2002(g)
Contact phone Contact phone
Contact email Contact email
4. Does this claim amend ❑ No
one already filed? ❑ Yes. Claim number on court claims registry(if known) Filed on
MM / DD / YYYY I
5. Do you know if anyone U No
else has filed a proof ❑ Yes.Who made the earlier filing?
of claim for this claim?
182354900658766
Proof of Claim page 1
Part 2: Give Information About the Claim as of the Date the Case Was Filed
6. Do you have any number ❑ No
you use to identify the ❑ Yes. Last 4 digits of the debtor's account or any number you use to identify the debtor:
debtor?
7. How much is the claim? $ . Does this amount include interest or other charges?
❑ No
❑ Yes.Attach statement itemizing interest,fees,expenses,or other
charges required by Bankruptcy Rule 3001(c)(2)(A).
8.What is the basis of the Examples:Goods sold,money loaned,lease,services performed,personal injury or wrongful death,or creditcard.
claim?
Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule3001(c).
Limit disclosing information that is entitled to privacy,such as health care information.
9. Is all or part of the claim ❑ No
secured? ❑ Yes.The claim is secured by a lien on property.
Nature of property:
❑ Real estate. If the claim is secured by the debtor's principal residence,file a Mortgage Proof of Claim
Attachment(Official Form 410-A)with this Proof of Claim.
❑ Motor vehicle
❑ Other.Describe:
Basis for perfection:
Attach redacted copies of documents, if any,that show evidence of perfection of a security interest(for
example,a mortgage,lien,certificate of title,financing statement,or other document that shows the lien has
been filed or recorded.)
Value of property: $
Amount of the claim that is secured: $
Amount of the claim that is unsecured: $ (The sum of the secured and unsecured
amounts should match the amount in line 7.)
Amount necessary to cure any default as of the date of the petition: $
Annual Interest Rate(when case was filed)
❑ Fixed
❑ Variable
10. Is this claim based on a ❑ No
lease?
❑ Yes.Amount necessary to cure any default as of the date of the petition. $
11.Is this claim subject to a ❑ No
right of setoff?
❑ Yes. Identify the property:
Modified Form 410 Proof of Claim page 2
12. Is all or part of the claim U No
entitled to priority under
11 U.S.C.§507(a)? ❑ Yes. Check one: Amount entitled to priority
A claim may be partly ❑ Domestic support obligations(including alimony and child support)under
priority and partly 11 U.S.C.§507(a)(1)(A)or(a)(1)(B). $
nonpriority.For example,
in some categories,the ❑ Up to$2,850*of deposits toward purchase, lease,or rental of property or services for
law limits the amount personal,family,or household use. 11 U.S.C.§507(a)(7). $
entitled to priority.
❑ Wages,salaries,or commissions(up to$12,850*)earned within 180 days before the
bankruptcy petition is filed or the debtor's business ends,whichever is earlier. $
11 U.S.C.§507(a)(4).
❑ Taxes or penalties owed to governmental units. 11 U.S.C.§507(a)(8). $
❑ Contributions to an employee benefit plan. 11 U.S.C.§507(a)(5). $
❑ Other. Specify subsection of 11 U.S.C.§507(a)( )that applies. $
*Amounts are subject to adjustment on 4/01/19 and every 3 years after that for cases begun on or after the date of adjustment.
13.Is all or part of the ❑ No
claim entitled to
administrative priority U Yes. Indicate the amount of your claim arising from the value of any goods received $
pursuant to by the Debtor within 20 days before the date of commencement of the above case,in
11 U.S.C.§503(b)(9)? which the goods have been sold to the Debtor in the ordinary course of such
Debtor's business.Attach documentation supporting such claim.
Part 3: Sign Below
The person completing Check the appropriate box:
this proof of claim must
sign and date it. U I am the creditor.
FRBP 9011(b). U I am the creditor's attorney or authorized agent.
If you file this claim U I am the trustee,or the debtor,or their authorized agent. Bankruptcy Rule 3004.
electronically, FRBP ❑ I am a guarantor,surety,endorser,or other codebtor. Bankruptcy Rule 3005.
5005(a)(2)authorizes courts
to establish local rules I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the
specifying what a signature amount of the claim,the creditor gave the debtor credit for any payments received toward the debt.
is.
I have examined the information in this Proof of Claim and have a reasonable belief that the information is true
A person who files a and correct.
fraudulent claim could be
fined up to$500,000, I declare under penalty of perjury that the foregoing is true and correct.
imprisoned for up to 5 Executed on date (mm/dd/yyyy)
years,or both.
18 U.S.C.§§152,157,and
3571.
Signature
Print the name of the person who is completing and signing this claim:
Name of the person who is completing and signing this claim:
Name
First name Middle name Last name
Title
Company
Identify the corporate servicer as the company if the authorized agent is a servicer.
Address
Number Street
City State ZIP Code
Contact phone Email
Modified Form 410 Proof of Claim page 3
SRF 31050
UNITED STATES BANKRUPTCY COURT,SOUTHERN DISTRICT OF NEW YORK
In re
SEARS HOLDINGS CORPORATION, etal., Chapter 11 Case No.: 18-23538(RDD)
(Jointly Administered)
Debtors.
NOTICE OF DEADLINE FOR FILING PROOFS OF CLAIM
Chapter 11 bankruptcy cases concerning the debtors listed below were filed on October 15, 2018. You may be a
creditor of one of the debtors. On February 22,2019,the United States Bankruptcy Court for the Southern District of New York(the
"Court"), having jurisdiction over the chapter 11 cases of Sears Holdings Corporation and certain of its affiliates as debtors and
debtors in possession (collectively, the "Debtors"), entered an order (the "Bar Date Order") establishing (1) April 10, 2019 at
5:00 p.m.(Eastern Time)as the last date and time for each person and entity(including individuals,partnerships,corporations,joint
ventures, and trusts, but not governmental units (as defined in section 101(27) of title 11 of the United States Code (the
"Bankruptcy Code"), "Governmental Units")) to file a proof of claim (each, "Proof of Claim") in respect of a prepetition claim
(as defined in section 101(5) of the Bankruptcy Code), including, for the avoidance of doubt, secured claims, priority claims, and
claims arising under section 503(b)(9) of the Bankruptcy Code, against any of the Debtors listed below (the "General Bar Date"),
and (2) September 3, 2019 at 5:00 p.m. (Eastern Time) as the last date and time for each Governmental Unit to file a Proof of
Claim in respect of a prepetition claim against any of the Debtors listed below (the "Governmental Bar Date," and, together with
the General Bar Date,the"Bar Dates").
The Bar Date Order,the Bar Dates,and the procedures set forth below for the filing of Proofs of Claim apply to all
claims against the Debtors(other than those set forth below as being specifically excluded)that arose prior to October 15,2018,the
date on which the Debtors commenced their cases under chapter 11 of the Bankruptcy Code.
If you have any questions relating to this Notice, please feel free to contact the Debtors' Court-approved
claims agent Prime Clerk LLC("Prime Clerk")at(844)384-4460(toll free)or by e-mail at searsinfo(a,primeclerk.com.
YOU SHOULD CONSULT AN ATTORNEY IF YOU HAVE ANY QUESTIONS,INCLUDING
WHETHER YOU SHOULD FILE A PROOF OF CLAIM.
NOTE: The staff of the Office of the Clerk of the Bankruptcy Court,the Office of the United States Trustee,and Prime Clerk cannot
give legal advice.
Name of Debtor Case Number Tax Identification Number
Sears Holdings Corporation 18-23538(RDD) 20-1920798
Kmart Holding Corporation 18-23539(RDD) 32-0073116
Kmart Operations LLC 18-23540(RDD) 32-0456546
Sears Operations LLC 18-23541(RDD) 35-2524331
Sears,Roebuck and Co. 18-23537(RDD) 36-1750680
ServiceLive,Inc. 18-23542(RDD) 36-4616774
SHC Licensed Business LLC 18-23616(RDD) 37-1783718
A&E Factory Service,LLC 18-23543(RDD) 36-4486695
A&E Home Delivery,LLC 18-23544(RDD) 37-1500205
13-4275028
A&E Lawn&Garden,LLC 18-23545(RDD)
A&E Signature Service,LLC 18-23546(RDD) 37-1500204
FBA Holdings Inc. 18-23547(RDD) 36-4186537
Innovel Solutions,Inc. 18-23548(RDD) 36-1857180
Kmart Corporation 18-23549(RDD) 38-0729500
MaxServ,Inc. 18-23550(RDD) 74-2707626
Private Brands,Ltd. 18-23551(RDD) 55-0544022
Sears Development Co. 18-23552(RDD) 36-2476028
Sears Holdings Management Corporation 18-23554(RDD) 20-3592148
Sears Home&Business Franchises,Inc. 18-23553(RDD) 98-0126742
Sears Home Improvement Products,Inc. 18-23556(RDD) 25-1698591
Sears Insurance Services,L.L.C. 18-23557(RDD) 36-4287182
Sears Procurement Services,Inc. 18-23555(RDD) 30-0092859
Sears Protection Company 18-23558(RDD) 36-4471250
Sears Protection Company(PR),Inc. 18-23559(RDD) 66-0704861
Sears Roebuck Acceptance Corp. 18-23560(RDD) 51-0080535
Sears,Roebuck de Puerto Rico,Inc. 18-23561(RDD) 66-0233626
SYW Relay LLC 18-23562(RDD) 35-2561870
Wally Labs LLC 18-23563(RDD) None
SHC Promotions LLC 18-23630(RDD) 26-4209626
Big Beaver of Florida Development,LLC 18-23564(RDD) None
California Builder Appliances,Inc. 18-23565(RDD) 68-0406327
Florida Builder Appliances,Inc. 18-23566(RDD) 36-3619133
KBL Holding Inc. 18-23567(RDD) 26-0031295
KLC,Inc. 18-23568(RDD) 75-2490839
Kmart of Michigan,Inc. 18-23576(RDD) 38-3551696
Kmart of Washington LLC 18-23570(RDD) 61-1448898
Kmart Stores of Illinois LLC 18-23571 (RDD) 61-1448897
Kmart Stores of Texas LLC 18-23572(RDD) 61-1448915
MyGofer LLC
18-23573(RDD) 26-4005531
Sears Brands Business Unit Corporation 18-23574(RDD) 42-1564658
Sears Holdings Publishing Company,LLC 18-23575(RDD) 26-0075554
Sears Protection Company(Florida),L.L.C. 18-23569(RDD) 20-0224239
SHC Desert Springs,LLC 18-23577(RDD) None
SOE,Inc. 18-23578(RDD) 83-0399616
2
StarWest,LLC 18-23579(RDD) 37-1495379
STI Merchandising,Inc. 18-23580(RDD) 38-2760188
Troy Coolidge No.13,LLC 18-23581(RDD) None
BlueLight.com,Inc. 18-23582(RDD) 77-0527034
Sears Brands,L.L.C. 18-23583(RDD) 42-1564664
Sears Buying Services,Inc. 18-23584(RDD) 36-3256533
Kmart.com LLC 18-23585(RDD) 77-0529022
Sears Brands Management Corporation 18-23586(RDD) 36-2555365
SRe Holding Corporation 19-22031(RDD) 46-4344816
Attorneys for Debtors Address of the Office of the Clerk of the Bankruptcy Court
Weil,Gotshal&Manges LLP Clerk of the United States Bankruptcy Court
767 Fifth Avenue 300 Quarropas Street
New York,New York 10153-0119 White Plains,New York 10601
Ray C. Schrock,P.C. Vito Genna,Clerk of the Bankruptcy Court
Jacqueline Marcus Hours Open: 8:30 a.m.-5:00 p.m.
Garrett A.Fail
Sunny Singh
1. WHO MUST FILE A PROOF OF CLAIM
You MUST file a Proof of Claim to vote on a chapter 11 plan filed by the Debtors or to share in
any distributions from the Debtors' estates if you have a claim that arose prior to October 15,2018, and your claim
is not one of the types of claims described in Section 2 below. Claims based on acts or omissions of the Debtors that
occurred before October 15,2018, must be filed on or prior to the applicable Bar Date, even if such claims are not
now fixed,liquidated,or certain or did not mature or become fixed,liquidated,or certain before October 15,2018.
Pursuant to section 101(5) of the Bankruptcy Code and as used in this Notice, the word "claim"
means: (a)a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b)a right to an
equitable remedy for breach of performance if such breach gives rise to a right to payment,whether or not such right
to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
secured,or unsecured. Further,claims include unsecured claims,secured claims,and priority claims.
2. WHO NEED NOT FILE A PROOF OF CLAIM
You need not file a Proof of Claim if:
Your claim is listed in the debtors' schedules of assets and liabilities (the"Schedules")1 and(i) is
not listed in the Schedules as"disputed,""contingent,"or"unliquidated"; (ii)you do not
dispute the amount,nature,and priority of the claim as set forth in the Schedules;and(iii)
you do not dispute that the claim is an obligation of the specific Debtor against which the
claim is listed in the Schedules;
I The Debtors filed their Schedules on January 17,2019(ECF Nos.1609,1611,1613,1615,1617,1619,1621,1623,1625,1627,1629,1631,
1633,1635,1637,1639,1641,1643,1645,1647,1649,1651,1653,1655,1657,1659,1661,1663,1665,1667,1668,1671,1673,1675,1677,
1679,1681,1683,1685,1687,1689,1691,1693,1695,1697,1699,1701,1703,1705,1707,1709,1711,1713).
3
Your claim has been paid in full or will be paid in full under an agreement entered into by the
Debtors pursuant to the Final Critical Vendors Order;2
Your claim consists of an equity security interest in the Debtors, which interest exclusively is
based upon the ownership of common or preferred stock; membership interests;
partnership interests; or warrants,options, or rights to purchase, sell,or subscribe to such
a security or interest; provided that if you hold such security interest and wish to assert a
claim (as opposed to an ownership interest) against the Debtors (including a claim
relating to an equity interest or the purchase or sale of such equity interest), a Proof of
Claim must be filed on or before the applicable Bar Date as set forth in this Notice;
You hold a claim that is allowable under sections 503(b)and 507(a)(2)of the Bankruptcy Code as
an administrative expense(other than a claim under section 503(b)(9)of the Bankruptcy
Code);
You hold a claim that heretofore has been allowed by an order of the Court or subsequently is
allowed by an order of the Court entered on or before the applicable Bar Date;
You hold a claim for which a separate deadline has been fixed by the Court;
You hold a claim for which you already filed a Proof of Claim with the Office of the Clerk of the
Bankruptcy Court or Prime Clerk against any of the Debtors, utilizing a claim form that
substantially conforms to the form provided with this Notice (the "Proof of Claim
Form") or Official Bankruptcy Form 410 ("Official Form 410"), so long as you do not
wish to assert such claim against a Debtor who was not named in the original Proof of
Claim,in which case another Proof of Claim must be filed;
You are a person or entity whose claim arises out of any warranties, protection agreements, or
other services contracts for the goods and services of the Debtors sold or performed prior
to the Commencement Date.
You are a person or entity whose claim exclusively is limited to the repayment of principal,
interest, and other fees and expenses (the "First Lien Credit Agreement Obligations")
under or in connection with that certain Third Amended and Restated Credit Agreement,
dated as of July 21,2015 (as thereafter amended,supplemented,or modified from time to
time,the"First Lien Credit Agreement");provided that any person or entity wishing to
assert a claim arising out of or relating to the First Lien Credit Agreement, other than a
claim for the First Lien Credit Agreement Obligations,shall be required to file a Proof of
Claim with respect to such claim on or before the applicable Bar Date, unless another
exception identified herein applies;
You are a person or entity whose claim exclusively is limited to the repayment of principal,
interest, and other fees and expenses (the "Stand-Alone L/C Obligations") under or in
connection with that certain Letter of Credit and Reimbursement Agreement, dated as of
December 28,2016(as thereafter amended, supplemented,or modified from time to time,
the "Stand-Alone L/C Facility"); provided that any person or entity wishing to assert a
claim arising out of or relating to the Stand-Alone L/C Facility,other than a claim for the
Stand-Alone L/C Obligations, shall be required to file a Proof of Claim with respect to
2 See Order Granting Motion(I)Authorizing Debtors to Pay Certain Prepetition Obligations to Critical Vendors, (II)Approving Procedures to
Address Vendors who Repudiate and Refuse to Honor Their Contractual Obligations to The Debtors;and(III)Granting Related Relief(ECF No.
793)(the"Final Critical Vendors Order").
4
such claim on or before the applicable Bar Date, unless another exception identified
herein applies;
You are a person or entity whose claim exclusively is limited to the repayment of principal,
interest, and other fees and expenses (the "Second Lien Credit Facility Obligations")
under or in connection with that certain Second Lien Credit Agreement, dated as of
September 1,2016 (as thereafter amended, supplemented,or modified from time to time,
the "Second Lien Credit Facility"); provided that any person or entity wishing to assert
a claim arising out of or relating to the Second Lien Credit Agreement,other than a claim
for the Second Lien Credit Agreement Obligations, shall be required to file a Proof of
Claim with respect to such claim on or before the applicable Bar Date, unless another
exception identified herein applies;
You are a person or entity whose claim exclusively is limited to the repayment of principal,
interest, and other fees and expenses(the"Second Lien Notes Obligations")under or in
connection with that certain Indenture for 6 5/8% Senior Secured Notes due 2018, dated
October 12, 2010 (as thereafter amended, supplemented, or modified from time to time,
the "Second Lien Notes"); provided that any person or entity wishing to assert a claim
arising out of or relating to the Second Lien Notes Indenture, other than a claim for the
Second Lien Notes Obligations, shall be required to file a Proof of Claim with respect to
such claim on or before the applicable Bar Date, unless another exception identified
herein applies;
You are a person or entity whose claim exclusively is limited to the repayment of principal,
interest, and other fees and expenses (the "Holdings Unsecured Notes Obligations")
under or in connection with that certain Indenture for 8% Senior Unsecured Notes due
2019, dated November 21,2014 (as thereafter amended, supplemented, or modified from
time to time, the "Holdings Unsecured Notes"); provided that any person or entity
wishing to assert a claim arising out of or relating to the Holdings Unsecured Notes,other
than a claim for the Holdings Unsecured Notes Obligations, shall be required to file a
Proof of Claim with respect to such claim on or before the applicable Bar Date, unless
another exception identified herein applies;
You are a person or entity whose claim exclusively is limited to the repayment of principal,
interest, and other fees and expenses (the "Holdings Unsecured PIK Notes
Obligations") under or in connection with that certain Second Supplemental Indenture
for 8% Senior Unsecured Convertible PIK Notes due 2019, dated as of March 20, 2018
(as thereafter amended, supplemented, or modified from time to time, the "Holdings
Unsecured PIK Notes"); provided that any person or entity wishing to assert a claim
arising out of or relating to the Holdings Unsecured PIK Notes,other than a claim for the
Holdings Unsecured PIK Notes Obligations, shall be required to file a Proof of Claim
with respect to such claim on or before the applicable Bar Date,unless another exception
identified herein applies;or
You are a person or entity whose claim exclusively is limited to the repayment of principal,
interest, and other fees and expenses (the "SRAC Unsecured Notes Obligations")
under or in connection with that certain Indenture for 7%/12% PIK-Toggle Notes due
2028, dated as of May 15, 1995 (as thereafter amended, supplemented, or modified from
time to time, the "SRAC Unsecured PIK Notes"), or that certain Indenture for certain
notes having various interest rates, dated October 1, 2002 (as thereafter amended,
supplemented, or modified from time to time, the"SRAC Unsecured Notes"); provided
that any person or entity wishing to assert a claim arising out of or relating to the SRAC
Unsecured PIK Notes or the SRAC Unsecured Notes, other than a claim for the SRAC
5
Unsecured Notes Obligations, shall be required to file a Proof of Claim with respect to
such claim on or before the applicable Bar Date, unless another exception identified
herein applies.
YOU SHOULD NOT FILE A PROOF OF CLAIM IF YOU DO NOT HAVE A CLAIM AGAINST THE
DEBTORS.
THE FACT THAT YOU HAVE RECEIVED THIS NOTICE DOES NOT MEAN THAT YOU HAVE A
CLAIM OR THAT THE DEBTORS OR THE COURT BELIEVE THAT YOU HAVE A CLAIM.
3. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
If you hold a claim arising from the rejection of an executory contract or unexpired lease, you
must file a Proof of Claim based on such rejection by the later of(i)the applicable Bar Date and(ii)the date that is
thirty(30)days following the date of entry of the Court order approving the rejection of such executory contract or
unexpired lease, or you will be forever barred from so doing.Notwithstanding the foregoing, if you are a party to an
executory contract or unexpired lease and you wish to assert a claim with respect to unpaid amounts accrued and
outstanding as of October 15, 2018, pursuant to such executory contract or unexpired lease (other than a rejection
damages claim), you must file a Proof of Claim for such amounts on or before the applicable Bar Date unless
another exception identified herein applies.
4. WHEN AND WHERE TO FILE
Except as provided for herein, all Proofs of Claim either must be filed (i)electronically through
Prime Clerk's website using the interface available on such website located at
https://restructuring.primeclerk.com/sears_under the link entitled "Submit a Claim" (the
"Electronic Filing System") or(ii)by delivering the original Proof of Claim form by hand or mailing the original
Proof of Claim form on or before the applicable Bar Date as follows:
If by first-class mail:
Sears Holdings Corporation Claims Processing Center
c/o Prime Clerk LLC
Grand Central Station,PO Box 4708
New York,NY 10163-4708
OR
If by overnight courier or hand delivery:
Sears Holdings Corporation Claims Processing Center
c/o Prime Clerk LLC
850 3rd Avenue, Suite 412
Brooklyn,NY 11232
OR
If by hand delivery:
United States Bankruptcy Court, Southern District of New York
300 Quarropas Street
White Plains,NY 10601
Proofs of Claim will be deemed timely filed only if actually received by Prime Clerk or the Court as set forth in
Section 4 above, in each case, on or before the applicable Bar Date. Proofs of Claim sent by facsimile, telecopy, or
6
electronic mail. transmission (other than Proofs of Claim filed electronically through the Electronic Filing System)
will not be accepted.
5. WHAT TO FILE
If you file a Proof of Claim, your filed Proof of Claim must: (i)be written in the English
language; (ii)be denominated in the lawful currency of the United States (using the exchange rate, if applicable, as
of the date of the commencement f the chapter 11 case by the applicable Debtor; (iii)substantially conform to the
Proof of Claim Form or Official Form 410; (iv)specify by name and case number the Debtor against which the
Proof of Claim is filed; (v) set forth with specificity the legal and factual basis for the alleged claim; (vi)include
supporting documentation for the claim or an explanation as to why such documentation is not available; and
(vii)be signed by the claimant or, if the claimant is not an individual, by an authorized agent of the claimant under
penalty of perjury.
IF YOU ARE ASSERTING A CLAIM AGAINST MORE THAN ONE DEBTOR, YOU MUST
FILE SEPARATE PROOFS OF CLAIM AGAINST EACH DEBTOR,AND YOU MUST IDENTIFY ON YOUR
PROOF OF CLAIM THE SPECIFIC DEBTOR AGAINST WHICH YOU ARE ASSERTING A CLAIM AND
THE CASE NUMBER OF THAT DEBTOR'S BANKRUPTCY CASE. A LIST OF THE NAMES OF THE
DEBTORS AND THEIR RESPECTIVE CASE NUMBERS IS SET FORTH ABOVE.
Your Proof of Claim form must not contain complete social security numbers or taxpayer
identification numbers (only include the last four digits), complete birth dates (only include the year), the names of
minors (only include the minor's initials), or financial account numbers (only include the last four digits of such
financial account).
Official Form 410 can be found at http://www.uscourts.gov/sites/default/files/form b 410 16.pdf.
Additional Proof of Claim Forms can be obtained at https://restructuring.primeclerk.com/sears/EPOC-Index.
YOU SHOULD ATTACH TO YOUR COMPLETED PROOF OF CLAIM FORM COPIES OF ANY
— DOCUMENTS UPON WHICH YOUR CLAIM IS BASED. IF THE DOCUMENTS ARE VOLUMINOUS,
YOU SHOULD ATTACH A SUMMARY.
6. CONSEQUENCES OF FAILURE TO FILE A PROOF OF CLAIM BY THE APPLICABLE BAR
DATE
ANY HOLDER OF A CLAIM THAT IS NOT EXCEPTED FROM THE REQUIREMENTS OF THE BAR
DATE ORDER, AS SET FORTH IN SECTION 2 ABOVE, AND THAT FAILS TO TIMELY FILE A
PROOF OF CLAIM IN THE APPROPRIATE FORM WILL BE FOREVER BARRED FROM
ASSERTING SUCH CLAIM AGAINST THE DEBTORS AND THEIR CHAPTER 11 ESTATES, FROM
VOTING ON ANY PLAN OF REORGANIZATION FILED IN THESE CHAPTER 11 CASES,AND FROM
PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS' CASES ON ACCOUNT OF SUCH
CLAIM.
7. THE DEBTORS' SCHEDULES, ACCESS THERETO, AND CONSEQUENCES OF
AMENDMENT THEREOF
You may be listed as the holder of a claim against the Debtors in the Schedules. To determine if
and how you are listed in the Schedules, please refer to the descriptions set forth on the enclosed Proof of Claim
Form regarding the nature, amount, and status of your claim(s). If you received postpetition payments from the
Debtors(as authorized by the Court)on account of your claim,the enclosed Proof of Claim Form will reflect the net
amount of your claims. If the Debtors believe that you hold claims against more than one Debtor, you will receive
multiple Proof of Claim Forms; each Proof of Claim Form will reflect the nature and amount of your claim against
each Debtor as listed in the Schedules.
7
As set forth above, if you agree with the nature, amount, and status of your claim as listed in the
Debtors' Schedules and if your claim is not listed in the Schedules as "disputed," "contingent," or"unliquidated,"
you need not file a Proof of Claim. Otherwise, or if you decide to file a Proof of Claim,you must do so before the
applicable Bar Date in accordance with the procedures set forth in this Notice.
Copies of the Schedules may be examined by interested parties on the Court's electronic docket
for the Debtors' chapter 11 cases, which is posted (i)on the website established by Prime Clerk for the Debtors'
cases at https://restructuring.primeclerk.com/sears and (ii)on the Court's website at http://www.nysb.uscourts.gov.
(A username and password to the Court's Public Access to Court Electronic Records ("PACER") system are
required to access the information on the Court's website and can be obtained through PACER at
https://pacer.psc.uscourts.gov/pscof/regWizard.jsf). Copies of the Schedules also may be examined between the
hours of 8:30 a.m. and 5:00 p.m. (Eastern Time), Monday through Friday, at the Office of the Clerk of the
Bankruptcy Court, United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street,
White Plains,NY 10601. Copies of the Debtors' Schedules also may be obtained by request to Prime Clerk at the
address and telephone number set forth below:
Sears Holdings Corporation Claims Processing Center
c/o Prime Clerk LLC
Grand Central Station,PO Box 4708
New York,NY 10163-4708
US Toll Free: (844)384-4460
International:+1 (929)955-2419
In the event that the Debtors amend or supplement their Schedules subsequent to the date of entry
of the Bar Date Order,the Debtors shall give notice of any such amendment or supplement to the holders of claims
affected thereby, such holders shall have until the later of(i)the applicable Bar Date and(ii)thirty(30) days from
the date of such notice to file a Proof of Claim or be forever barred from so doing, and the Debtors shall give notice
of such deadline to the holders of claims affected by such amendment or supplement.
A holder of a possible claim against the Debtors should consult an attorney if such holder has any questions
regarding this Notice,including whether the holder should file a Proof of Claim.
Dated: White Plains,New York BY ORDER OF THE COURT
February 22,2019
WEIL,GOTSHAL&MANGES LLP
767 Fifth Avenue
New York,New York 10153
Ray C. Schrock,P.C.
Jacqueline Marcus
Garrett A.Fail
Sunny Singh
Attorneys for Debtors
and Debtors in Possession
8
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SRF 32331
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
x
•
In re • Chapter 11
•
SEARS HOLDINGS CORPORATION, et al., Case No. 18-23538 (RDD)
•
Debtors.' • (Jointly Administered)
•
x
NOTICE OF HEARING TO CONSIDER APPROVAL OF
DISCLOSURE STATEMENT FOR JOINT CHAPTER 11 PLAN OF
SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS
TO ALL PARTIES IN INTEREST:
PLEASE TAKE NOTICE THAT Sears Holdings Corporation and its debtor affiliates,
as debtors and debtors in possession in the above-captioned chapter 11 cases(collectively,the"Debtors"),
filed the Joint Chapter 11 Plan of Sears Holdings Corporation and its Affiliated Debtors (as may be
amended,modified,or supplemented,the"Plan")and the Disclosure Statement for Joint Chapter 11 Plan
of Sears Holdings Corporation and its Affiliated Debtors(as may be amended,modified,or supplemented,
the"Disclosure Statement").
PLEASE TAKE FURTHER NOTICE THAT:
1. A hearing (the"Hearing") will be held before the Honorable Robert D. Drain,
United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New
York, Courtroom 118, 300 Quarropas Street, White Plains, New York, 10601-4140 (the "Bankruptcy
Court"), on May 16, 2019 at 10:00 a.m. (prevailing Eastern Time), to consider entry of an order
determining,among other things,that the Disclosure Statement contains"adequate information"within the
' The Debtors in these chapter 11 cases,along with the last four digits of each Debtor's federal tax identification number,are as
follows:Sears Holdings Corporation(0798);Kmart Holding Corporation(3116);Kmart Operations LLC(6546);Sears Operations
LLC(4331);Sears,Roebuck and Co.(0680);ServiceLive Inc.(6774);SHC Licensed Business LLC(3718);A&E Factory Service,
LLC(6695);A&E Home Delivery,LLC(0205);A&E Lawn&Garden,LLC(5028);A&E Signature Service,LLC(0204);FBA
Holdings Inc.(6537);Innovel Solutions,Inc.(7180);Kmart Corporation(9500);MaxServ,Inc.(7626);Private Brands,Ltd.(4022);
Sears Development Co.(6028);Sears Holdings Management Corporation(2148);Sears Home&Business Franchises,Inc.(6742);
Sears Home Improvement Products,Inc.(8591);Sears Insurance Services,L.L.C.(7182);Sears Procurement Services,Inc.(2859);
Sears Protection Company(1250); Sears Protection Company(PR)Inc. (4861); Sears Roebuck Acceptance Corp. (0535); Sears,
Roebuck de Puerto Rico,Inc.(3626);SYW Relay LLC(1870);Wally Labs LLC(None);SHC Promotions LLC(9626);Big Beaver
of Florida Development,LLC(None);California Builder Appliances,Inc.(6327);Florida Builder Appliances,Inc.(9133);KBL
Holding Inc.(1295);KLC,Inc.(0839);Kmart of Michigan,Inc.(1696);Kmart of Washington LLC(8898);Kmart Stores of Illinois
LLC(8897);Kmart Stores of Texas LLC (8915);MyGofer LLC (5531); Sears Brands Business Unit Corporation(4658); Sears
Holdings Publishing Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC
(None); SOE, Inc. (9616); StarWest, LLC (5379); STI Merchandising, Inc. (0188); Troy Coolidge No. 13, LLC (None);
BlueLight.com, Inc. (7034); Sears Brands, L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com LLC (9022); Sears
Brands Management Corporation (5365); and SRe Holding Corporation (4816). The location of the Debtors' corporate
headquarters is 3333 Beverly Road,Hoffman Estates,Illinois 60179.
W EIL:\97002125\1\73217.0004
meaning ascribed to such term in section 1125 of the Bankruptcy Code and approving the Disclosure
Statement.
2. Any party in interest wishing to obtain a copy of the Disclosure Statement or the
Plan should contact Prime Clerk LLC ("Prime Clerk"),the Debtors' solicitation agent, in writing at Sears
Holdings Corporation Ballot Processing, c/o Prime Clerk, LLC, 850 Third Avenue, Suite 412, Brooklyn,
New York 11232 or by email at searsballots(a,primeclerk.com with a reference to "Sears Holdings
Corporation" in the subject line. Interested parties may also review the Disclosure Statement and the Plan
free of charge at https://restructuring.primeclerk.com/sears. In addition,the Disclosure Statement and Plan
are on file with the Bankruptcy Court and may be reviewed by accessing the Bankruptcy Court's website:
http://www.nysb.uscourts.gov. Note that a PACER password and login are needed to access documents on
the Bankruptcy Court's website. A PACER password can be obtained at: www.pacer.psc.uscourts.gov.
Copies of the Disclosure Statement and Plan may also be examined by interested parties during normal
business hours at the office of the Clerk of the Bankruptcy Court.
3. Objections,if any,to approval of the Disclosure Statement or any of the other relief
sought by the Debtors in connection with the Disclosure Statement must(a)be in writing,(b) state the name
and address of the objecting party and the amount and nature of the Claim or Interest of such party,(c) state
with particularity the basis and nature of any objection, and provide proposed language that, if accepted
and incorporated by the Debtors, would obviate such objection, (d) conform to the Bankruptcy Rules and
the Local Rules, (e) be filed with the Court together with proof of service by either(i)Electronic Filing:
the filer must be an attorney in possession of passwords and logins to both PACER and the Bankruptcy
Court's Electronic Case Filing System; electronic filing must be in accordance with General Order M-399
(which can be found at http://www.nysb.uscourts.gov), or(ii) Conventional Filing: the filer must send the
response or objection by mail, courier, or messenger to the Bankruptcy Court's clerk at the following
address: United States Bankruptcy Court,One Bowling Green,New York,NY 10004;the hard copy of the
response or objection should be accompanied by a CD-ROM containing the response or objection in text-
searchable portable document format(PDF);and(iii)All filers—those filing electronically as well as those
filing conventionally — must provide Bankruptcy Court Chambers with two separate, single-sided hard
copies of the response or objection; any proposed order should be accompanied by a CD-ROM containing
the response or objection in text searchable portable document format (PDF); and (f)be served upon the
following parties in accordance with General Order M-399 so as to be received no later than May 9, 2019
at 4:00 p.m. (prevailing Eastern Time):
Counsel to the Debtors Office of the U.S. Trustee Counsel to the Creditors'Committee
Weil,Gotshal&Manges LLP Office of the U.S.Trustee for Region 2 Akin Gump Strauss Hauer&Feld LLP
767 Fifth Avenue 201 Varick Street,Room 1006 One Bryant Park
New York,New York 10153 New York,New York 10014 New York,New York 10036
Attn:Ray C. Schrock,P.C. Attn:Paul K.Schwartzberg Attn:Ira Dizengoff
Jacqueline Marcus Philip Dublin
Garrett A.Fail Sara Brauner
Sunny Singh
2
W EIL:\97002125\1\73217 0004
4. IF AN OBJECTION TO THE DISCLOSURE STATEMENT OR ANY
OF THE OTHER RELIEF SOUGHT BY THE DEBTORS IN CONNECTION WITH THE
DISCLOSURE STATEMENT IS NOT FILED AND SERVED AS PRESCRIBED HEREIN,
THE OBJECTING PARTY MAY BE BARRED FROM OBJECTING TO THE
DISCLOSURE STATEMENT, THE ADEQUACY THEREOF, OR THE OTHER RELIEF
SOUGHT BY THE DEBTORS IN CONNECTION WITH THE DISCLOSURE
STATEMENT AND MAY NOT BE HEARD AT THE HEARING.
Dated: April 17,2019
New York,New York
/s/Sunny Singh
WEIL, GOTSHAL&MANGES LLP
767 Fifth Avenue
New York,New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Ray C. Schrock,P.C.
Jacqueline Marcus
Garrett A. Fail
Sunny Singh
Attorneys for Debtors
and Debtors in Possession
NO ACTION IS REQUIRED UPON RECEIPT OF THIS NOTICE.
If you have questions about this notice, please contact Prime Clerk LLC
Telephone: (844) 384-4460 (US toll free) or+1 (929) 955-2419 (International),
Email: searsinfo@PrimeClerk.com,
Website: https://restructuring.primeclerk.com/sears
3
WEIL:\97002125\1\73217.0004
SRF 33235-03
Sears Holdings Corporation 2175 SRF 33235 MMLID PacklD 4-067578
COLLIER COUNTY CLERK OF COURTS
CO VALUE ADJUSTMENT BOARD
NAPLES FL 34112
rV
i
""ti11
VOTER ID: 252494 111111111111111111111111111111111111
182353800984950
18-23538-rdd Doc 4395 Filed 06/28/19 Entered 06/28/19 16:07:46 Main Document
33235-26 Pg 5 of 10
OFFICIAL COMMITTEE OF UNSECURED CREDITORS
OF SEARS HOLDINGS CORPORATION,ET AL.
Chapter 11 Case No. 18-23538 (RDD)
c/o Akin Gump Strauss Hauer& Feld LLP
One Bryant Park
New York,New York 10036
June 28, 2019
To: Holders of Class 4 General Unsecured Claims
Akin Gump Strauss Hauer&Feld LLP is counsel to the Official Committee of Unsecured
Creditors (the"Creditors'Committee") in the above-referenced chapter 11 cases (the "Chapter 11
Cases") of Sears Holdings Corporation and its affiliated debtors and debtors in possession
(collectively, "Sears" or the "Debtors"). The Creditors' Committee was appointed by the United
States Trustee,a representative of the United States Department of Justice,to represent the interests
of all of the Debtors' unsecured creditors. We write to advise you of the Creditors' Committee's
position regarding the Second Amended Joint Chapter 11 Plan of Sears Holdings Corporation and
Its Affiliated Debtors [ECF No. 4389] (the "Plan"). The Plan is described in, and attached as an
exhibit to, the accompanying Disclosure Statement for Second Amended Joint Chapter 11 Plan of
Sears Holdings Corporation and Its Affiliated Debtors [ECF No. 4390] (the "Disclosure
Statement"). Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Disclosure Statement or the Plan, as applicable.
As the official representative of all unsecured creditors in the Debtors' Chapter 11 Cases,
the Creditors' Committee believes that, based on modifications made to the Plan to address a
number of issues that the Creditors'Committee previously had raised, confirmation of the Plan in
its current form is in the best interests of unsecured creditors under the circumstances. Therefore,
we recommend that each unsecured creditor(a) vote to accept the Plan and (b) not "opt-out" of
the releases under the Plan,in accordance with the instructions set forth on the applicable Ballots.'
* * *
As you likely are aware, the Sears business has been sold to a new entity (referred to as
"Transform") controlled by Edward Lampert and his investment vehicle, ESL Investments, Inc.
("ESL")—the same parties that primarily controlled Sears before it filed for chapter 11. What
remains of the Sears enterprise against which you hold claims is the corpus of the business that
Mr.Lampert and ESL previously controlled and not the new entity that currently owns and operates
Sears and Kmart stores. As a result of the sale to Transform, the former Sears enterprise is in the
process of liquidating its remaining assets, which comprise primarily litigation claims against
Mr. Lampert, ESL and other parties involved in the demise of Sears in its prior form that were
preserved in connection with the sale (the "Preserved Causes of Action"). Accordingly, the Plan
This letter sets forth the position of the Creditors' Committee and not the views of any member of the Creditors'
Committee in its individual capacity.
18-23538-rdd Doc 4395 Filed 06/28/19 Entered 06/28/19 16:07:46 Main Document
33235-26 Pg 6 of 10
for which the Debtors seek approval—and on which you are entitled to vote—is considered a
"liquidating"chapter 11 plan.
The Plan is structured in order to implement a proposed "Plan Settlement," which
effectively results in all of the Debtor entities being treated as a single unit against which all
creditor claims will be asserted and from which recoveries will be provided. Specifically,the Plan
Settlement, if approved by the Bankruptcy Court, will consolidate the Debtors' assets into a
common pool for distribution to creditors to resolve issues associated with the Debtors' ability to
allocate claims and assets among the various estates. The Plan Settlement also contemplates
certain modifications to this "substantive consolidation" construct to enable creditors of certain
Debtor entities, such as Kmart, to be treated better than the creditors of certain other Debtor
entities, such as Sears Roebuck, based on the value available for distribution at the respective
entities and the claims that have been asserted against such entities, including claims that the
various Debtors have against each other.2
Under the Plan (in either the Plan Settlement or "toggle" scenario), holders of General
Unsecured Claims will receive beneficial interests ("Liquidating Trust Interests") in a liquidating
trust (the "Liquidating Trust"). On the Effective Date of the Plan, the Debtors will transfer all of
their remaining assets—which largely are the Preserved Causes of Action—to the Liquidating
Trust for the primary benefit of unsecured creditors, and the remaining Debtor entities will
dissolve. A trustee will be appointed for the Liquidating Trust (the "Liquidating Trustee"), who
will be supervised by a five-member advisory board (the "Liquidating Trust Board"). The
Liquidating Trust will, among other things, pursue the Preserved Causes of Action and reconcile
claims against the Debtors' estates. Any recovery for holders of General Unsecured Claims is
dependent on the success of the prosecution of the Preserved Causes of Action.
Over the past several months, the Creditors' Committee has played an active role in the
Debtors' Chapter 11 Cases in an effort to obtain the best possible recovery for the Debtors'
unsecured creditors, including by ensuring that the Liquidating Trust has adequate funding and
that the Creditors' Committee's appointees comprise three of the five members of Liquidating
Trust Board,which,in turn,will select the Liquidating Trustee and the professionals to be retained
by the Liquidating Trust by majority vote as set forth herein. As set forth in the Creditors'
Committee's objection to the Debtors' disclosure statement [ECF No. 4022] (the "Disclosure
Statement Objection"), the Creditors'Committee did not support the prior version of the plan(the
"Initial Plan") because, among other things, the Initial Plan prevented unsecured creditors from
selecting the majority of the members of the Liquidating Trust Board and was likely to leave the
Liquidating Trust with inadequate resources to pursue the Preserved Causes of Action for the
benefit of unsecured creditors.
Since the filing of the Disclosure Statement Objection,the Creditors'Committee continued
to pursue a consensual resolution of its Plan-related concerns and worked cooperatively with the
2 The Plan includes a"toggle"mechanism that will allow the Debtors to seek approval of the Plan without the Plan
Settlement. This will result in the Plan being treated as a separate plan of liquidation for each Debtor and holders of
General Unsecured Claims against each Debtor receiving different recoveries based on the assets available for
distribution at the Debtors against which such creditors have asserted claims. The Creditors' Committee expects the
Plan to be confirmed based on the Plan Settlement construct such that the "toggle"portion of the Plan will not be
operative.
2
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Debtors in order to avoid the significant cost, delay and uncertainty associated with a contested
confirmation hearing. These efforts ultimately proved successful, and on June 17, 2019, the
Creditors' Committee and the Debtors reached an agreement in principle on the terms of a
settlement(the"Committee Settlement"),which terms are reflected in the modified Plan on which
you are entitled to vote.
The key changes to the Initial Plan as a result of the Committee Settlement that impact
unsecured creditors are as follows:
• unsecured creditors, through the Creditors' Committee, will appoint three of the five
members of the Liquidating Trust Board, and the Debtors will appoint the other two
members;
• the Liquidating Trust Board will select the Liquidating Trustee,based on the majority
vote of the Board members(with the ability of non-consenting Liquidating Trust Board
members to object to the majority's selection if more than one member opposes such
selection);3
• the Liquidating Trust Board will select the advisors for the Liquidating Trust,based on
the majority vote of the Board members(with the ability of non-consenting Liquidating
Trust Board members to object to the majority's selection of primary litigation counsel
if more than one member opposes such selection);4
• the Liquidating Trust is anticipated to have initial funding of approximately$25 million
in cash;5
• the Creditors'Committee will have consent rights, such consent not to be unreasonably
withheld, with respect to any settlement or resolution of claims asserted by certain
parties in interest, including ESL, Cyrus Capital Partners, L.P. and the Second Lien
Notes Trustee,for alleged diminution in the value of the assets that secured such parties'
"Second Lien Claims" (such claims for diminution are referred to as "507(b) Claims,"
as they arise under section 507(b) of the Bankruptcy Code);
• the Creditors'Committee will have consent rights, such consent not to be unreasonably
withheld,with respect to the settlement of any Administrative Expense Claims;
• the Creditors'Committee will have consultation rights with respect to the settlement or
resolution of issues related to ongoing disputes between the Debtors and Transform
- If two members of the Liquidating Trust Board do not agree with the majority's selection of the Liquidating Trustee,
the opposing members may file an objection with the Bankruptcy Court, and the Bankruptcy Court will determine
whether the Liquidating Trust Board's selection of the Liquidating Trustee is in the best interests of the Liquidating
Trust and its beneficiaries.
If two members of the Liquidating Trust Board do not agree with the majority's selection of primary litigation
counsel to the Liquidating Trust, the opposing members may file an objection with the Bankruptcy Court, and the
Bankruptcy Court will determine whether the Liquidating Trust Board's selection of primary litigation counsel is in
the best interests of the Liquidating Trust and its beneficiaries.
5 Such funding,however,is not a condition precedent to confirmation or consummation of the Plan.
3
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33235-26 Pg 8 of 10
regarding the extent of Transform's obligations to the Debtors under the Asset Purchase
Agreement (the "APA Disputes");provided, however, that none of the APA Disputes
will be settled without the Creditors' Committee's consent to the extent that such i'
settlement results in the settlement or impairment of the Preserved Causes of Action;
and
t
• the Plan, the Liquidating Trust Agreement, and all other Plan-related documents will
be reasonably acceptable to the Creditors'Committee.
1
The Creditors' Committee believes that with the above-referenced modifications, among
others, the Plan will ensure that the interests of unsecured creditors are represented appropriately
and that their recoveries will be maximized through the vigorous prosecution of the Preserved L
Causes of Action. Specifically, as a result of the Creditors' Committee's efforts, the Creditors'
Committee believes that the Liquidating Trust should have adequate funding to pursue litigation
and reconcile claims against the Debtors' estates. In addition, the Creditors' Committee's
appointees will comprise a majority of the Liquidating Trust Board. This will ensure that designees
of the fiduciary for all unsecured creditors have a crucial voice in all decisions made by the
Liquidating Trust. The members of the Liquidating Trust Board selected by the Creditors'
Committee will work constructively with the Debtors' designees to ensure that all viable and
valuable Preserved Causes of Action are pursued and,therefore,that unsecured creditor recoveries l
are maximized.6 Moreover,the Creditors'Committee will have consent or consultation rights with t
respect to critical decisions made by the Debtors prior to the establishment of the Liquidating Trust
and all Plan-related documentation. i
3
In light of these important modifications, the Creditors' Committee supports the Plan. I
Nonetheless,the Creditors'Committee remains focused on the numerous unresolved contingencies I
that may impact creditor recoveries, including the APA Disputes and allowance of 507(b) Claims. i
For example, if substantial portions of the APA Disputes are resolved in Transform's favor, the
Debtors may not have sufficient resources to confirm the Plan. In such circumstance,the Chapter
11 Cases likely would be converted to cases under chapter 7 of the Bankruptcy Code, and the
Preserved Causes of Action would be pursued by a chapter 7 trustee selected by unsecured t
creditors. In addition, the Debtors must resolve open issues with respect to the allowance of
Administrative Expense Claims, including the 507(b) Claims and claims under Bankruptcy Code
section 503(b)(9) for goods delivered to the Debtors in the 20 days prior to the Petition Date. The
consent and consultation rights afforded to the Creditors' Committee in connection with the
Committee Settlement will enable the Creditors'Committee to coordinate efforts with the Debtors
to ensure the best possible outcome on these contingencies in advance of confirmation of the Plan.
I
Finally, as set forth in the Disclosure Statement Objection, the Creditors' Committee
expressed certain reservations with respect to the Debtors' proposed settlement with Pension
Benefit Guaranty Corporation("PBGC"and such settlement,the"PBGC Settlement").7 As of the
i
f
t
6 The Restructuring Subcommittee and the Creditors' Committee are in discussions regarding the addition of certain
defendants and causes of action to the Subcommittee Adversary Complaint.
7 PBGC is the governmental agency that administers the national insurance program under Title IV of the Employee
Retirement Income Security Act of 1974 ("ERISA") and guarantees the payment of pension benefits upon the I
termination of a single-employer pension plan covered by Title IV of ERISA. When an underfunded plan terminates,
including in chapter 11, PBGC invariably becomes trustee of the plan and supplements any assets remaining in the
4
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33235-26 Pg 9 of 10
Petition Date,PBGC asserted that the Debtors'pension plans were significantly underfunded in an
amount of at least $1.4 billion, which amount could be asserted as an unsecured claim against
every Debtor on a joint and several basis(such claims are referred to as unfunded benefit liabilities
or "UBL Claims"). In addition, after the pension plans terminated, PBGC asserted a termination
premium claim of at least $300 million, which amount could have been asserted as an unsecured
claim against every Debtor on a joint and several basis(such claims are referred to as"Termination
Premium Claims"). The UBL Claims and Termination Premium Claims likely would have entitled
PBGC to a much greater percentage recovery than holders of General Unsecured Claims that are
entitled to assert their claims at only a single Debtor. During the Chapter 11 Cases, the Debtors
and PBGC concurrently sought the termination of the Debtors' pension plans and, shortly
thereafter, entered into the PBGC Settlement to resolve all potential litigation and issues between
the Debtors and PBGC. Under the terms of the PBGC Settlement, the Debtors agreed to provide
PBGC with(i)a priority interest in the first$97.5 million of proceeds recovered by the Liquidating
Trust and (ii) a General Unsecured Claim of$800 million in consideration of PBGC's asserted
$1.4 billion UBL Claim and asserted $300 million Termination Premium Claim.8 In addition,
PBGC agreed to(x)support the Plan Settlement,including the modified substantive consolidation
of the Debtors' estates despite the fact that it has claims at every Debtor, (y) forego recoveries at
certain Kmart entities at which supplemental distributions will be made to creditors with guarantee
claims at such entities and(z)waive any other claims it may have or that could be asserted against
the Debtors, including the Termination Premium Claims. As a result of the PBGC Settlement,the
Debtors project that, following prosecution of the Preserved Causes of Action, PBGC (which, as
noted above, is the only creditor that had the right to assert its claims at every Debtor)will recover
approximately 14.7%on its claims,while other holders of General Unsecured Claims will recover
between 2% and 3%.9
Importantly, the Creditors' Committee believes that due to the provision of adequate
funding for the Liquidating Trust and the ability for unsecured creditors to appoint a majority of
the members of the Liquidating Trust Board(which will control post-confirmation litigation of the
Preserved Causes of Action), recoveries on the Preserved Causes of Action may be materially
greater than the Debtors project in their Liquidation Analysis. As a result, the Creditors'
Committee believes that unsecured creditors will recover a greater percentage on their claims and
the Debtors likely overestimate the apparent disparity between the projected recoveries for PBGC
and those for other unsecured creditors. Specifically, after the payment of the $97.5 million
priority interest, PBGC's $800 million unsecured claim will share in recoveries with other
unsecured creditors pursuant to the terms of the Plan. As recoveries on the Preserved Causes of
Action increase,the impact that PBGC's $97.5 million preference could have on the recoveries of
other unsecured creditor recoveries will be offset by the reduction of PBGC's unsecured claim
plan with its insurance funds to pay to the retired employees their pension benefits,subject to statutory limits. See 29
U.S.C. §§ 1321-1322, 1342, 1361.
8 In a"toggle"scenario,PBGC's priority interest would be reduced to$80.0 million.
9 The Liquidation Analysis filed in connection with the Plan and Disclosure Statement projects that if the Plan •
Settlement (which, as noted above, consolidates the Debtors' assets, subject to certain modifications) is approved,
PBGC will receive a total recovery of approximately 14.7%, holders of General Unsecured Claims at Kmart will
receive a total recovery of approximately 2.7% and holders of General Unsecured Claims at all other Debtors will
receive a total recovery of approximately 2.3%. See Plan Settlement Liquidation Analysis, Disclosure Statement,
Exhibit E-1.
5 r�
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33235-26 Pg 10 of 10
from an asserted $1.7 billion to $800 million. Moreover, the PBGC Settlement avoids costly
litigation with respect to the claims asserted by PBGC that could have furthered diminished the
recoveries for other unsecured creditors. In light of these considerations,the Creditors'Committee
does not oppose the proposed PBGC Settlement. ►
For the reasons described above,the Creditors'Committee supports the modified Plan and
believes that confirmation of the Plan in its revised form is in the best interests of the Debtors'
unsecured creditors as a whole under the circumstances, assuming that issues related to allowance
of Administrative Expense Claims, including the 507(b) Claims, and the APA Disputes are
resolved in the estates' favor. Accordingly, the Creditors' Committee recommends that all
unsecured creditors vote to accept the Plan and not to opt-out of the releases.
PLEASE NOTE THAT THE CREDITORS' COMMITTEE REPRESENTS THE
INTERESTS OF UNSECURED CREDITORS AS A WHOLE AND DOES NOT
REPRESENT THE INDIVIDUAL INTERESTS OF ANY PARTICULAR UNSECURED
CREDITOR. EACH CREDITOR MUST MAKE ITS OWN INDEPENDENT
DETERMINATION AS TO WHETHER THE PLAN IS ACCEPTABLE TO THAT
CREDITOR AND SHOULD CONSULT WITH ITS OWN LEGAL AND/OR FINANCIAL
ADVISOR IN CONNECTION THEREWITH.
The foregoing description is not intended as a substitute for the Disclosure Statement.
Creditors should read the Disclosure Statement and the Plan in their entirety and then make an
independent decision as to whether the Plan is acceptable.
The Debtors have provided you with a Ballot with which to vote to accept or reject the Plan
as well as to opt-out of the releases provided under the Plan. In order to have your vote counted,
you must complete and return the Ballot in accordance with the procedures set forth therein and in
the accompanying Disclosure Statement Order. PLEASE READ THE DIRECTIONS ON THE
BALLOT CAREFULLY AND COMPLETE YOUR BALLOT IN ITS ENTIRETY BEFORE
RETURNING IT TO THE DEBTORS'SOLICITATION AGENT.
Should you have any questions about this letter, the Plan, the Disclosure Statement, the
solicitation procedures or the Debtors' Chapter 11 Cases, we would be pleased to discuss them
with you. Please direct any such questions to Sara Brauner (212-872-7453;
sbrauner@akingump.com) or Zach Lanier(212-872-8094; zlanier@akingump.com).
Very truly yours,
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF SEARS HOLDINGS
CORPORATION,ET AL.
{
6
33235-02
July 5,2019
In re Sears Holdings Corporation. et al.,
Chapter 11 Case No. 18-23538 (ROD) (Jointly Administered)
TO ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN:
Please note that the documents listed below (and as referenced in your Ballot) are
available for viewing and download, free-of-charge, on the Debtors' chapter 11 case
website maintained by the Debtors' voting agent, Prime Clerk LLC
(the "Voting Agent") at:
HTTPS://RESTRUCTURING.PRIMECLERK.COM/SEARS
(click on the "Sears Plan Documents" link on the right margin of the landing page)
1. Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Sears
Holdings Corporation and its Affiliated Debtors (the "Disclosure Statement")
[Docket No. 4390] (with all exhibits thereto, including Exhibit A, the Second
Amended Joint Chapter 11 Plan of Sears Holdings Corporation and its
Affiliated Debtors (the "Plan") [Docket No. 4389]);
2. Order entered by the Bankruptcy Court on June 28, 2019
[Docket No. 4392], authorizing the Debtors to solicit acceptances of the Plan
and approving the Disclosure Statement; and
3. Letter from the Official Committee of Unsecured Creditors to holders of Class
4 General Unsecured Claims in support of the Plan [Docket No. 4395].
Please direct requests for hard copy versions of the above-referenced documents, to the
Voting Agent by telephone at (844) 384-4460 (domestic toll-free) or
(929) 955-2419 (international) or by email at searsplandocumentsAprimeclerk.com.
33235-01
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
•
In re Chapter 11
•
SEARS HOLDINGS CORPORATION, et al., Case No. 18-23538 (RDD)
•
Debtors.' • (Jointly Administered)
•
NOTICE OF (I) HEARING ON CONFIRMATION OF THE PLAN
AND PROCEDURES FOR OBJECTING TO CONFIRMATION OF THE
PLAN; AND (II) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN
PLEASE TAKE NOTICE that:
1. Approval of Disclosure Statement. By order dated June 28,2019(ECF No.4392)
(the "Order"), the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court") approved the Disclosure Statement for Second Amended Joint Chapter 11 Plan of
Sears Holdings Corporation and Its Affiliated Debtors dated June 28, 2019 (as it may be amended,
modified, and supplemented, the "Disclosure Statement") filed by Sears Holdings Corporation and its
debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases(collectively,
the"Debtors")(ECF No.4390). The Bankruptcy Court authorized the Debtors to solicit votes with regard
to the approval or rejection of the Second Amended Joint Chapter 11 Plan of Sears Holdings Corporation
and Its Affiliated Debtors, dated June 28, 2019 (as it may be amended, modified, and supplemented, the
"Plan"),2 annexed as Exhibit A to the Disclosure Statement. Any capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the Plan
The Debtors in these chapter 11 cases,along with the last four digits of each Debtor's federal tax identification number,
are as follows: Sears Holdings Corporation (0798); Kmart Holding Corporation (3116); Kmart Operations LLC (6546);
Sears Operations LLC (4331); Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed Business LLC
(3718);A&E Factory Service,LLC(6695);A&E Home Delivery,LLC(0205);A&E Lawn&Garden,LLC(5028);A&E
Signature Service, LLC (0204); FBA Holdings Inc. (6537); Innovel Solutions, Inc. (7180); Kmart Corporation (9500);
MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears Development Co. (6028); Sears Holdings Management
Corporation(2148);Sears Home&Business Franchises,Inc.(6742);Sears Home Improvement Products,Inc.(8591);Sears
Insurance Services, L.L.C. (7182); Sears Procurement Services, Inc. (2859); Sears Protection Company (1250); Sears
Protection Company(PR) Inc. (4861); Sears Roebuck Acceptance Corp. (0535); SR—Rover de Puerto Rico,LLC (flk/a
Sears, Roebuck de Puerto Rico, Inc.) (3626); SYW Relay LLC (1870); Wally Labs LLC (None); SHC Promotions LLC
(9626); Big Beaver of Florida Development, LLC (None); California Builder Appliances, Inc. (6327); Florida Builder
Appliances,Inc.(9133);KBL Holding Inc.(1295);KLC,Inc.(0839);Kmart of Michigan,Inc.(1696);Kmart of Washington
LLC(8898);Kmart Stores of Illinois LLC(8897);Kmart Stores of Texas LLC(8915);MyGofer LLC(5531);Sears Brands
Business Unit Corporation(4658);Sears Holdings Publishing Company,LLC.(5554);Sears Protection Company(Florida),
L.L.C.(4239);SHC Desert Springs,LLC(None);SOE,Inc.(9616);StarWest,LLC(5379);STI Merchandising,Inc.(0188);
Troy Coolidge No. 13,LLC(None);BlueLight.com,Inc.(7034);Sears Brands,L.L.C.(4664);Sears Buying Services,Inc.
(6533);Kmart.com LLC(9022);Sears Brands Management Corporation(5365);and SRe Holding Corporation(4816). The
location of the Debtors'corporate headquarters is 3333 Beverly Road,Hoffman Estates,Illinois 60179.
z Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
33235-01
2. Confirmation Hearing. A hearing (the "Confirmation Hearing") to consider
confirmation of the Plan will be held on August 16,2019 at 10:00 a.m.(Prevailing Eastern Time),before
the Honorable Robert D. Drain, United States Bankruptcy Judge, in Courtroom 118 of the United States
Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York,
10601. The Confirmation Hearing may be continued from time to time without further notice other than
the announcement by the Debtors at the Confirmation Hearing or any continued hearing or as indicated in
any notice filed by the Debtors with the Bankruptcy Court, and the Plan may be modified, if necessary,
prior to, during, or as a result of the Confirmation Hearing, without further notice to interested parties.
3. The Disclosure Statement and the Plan are on file with the Clerk of the Bankruptcy
Court(the"Clerk")and may be examined during normal business hours at the office of the Clerk. Copies
of the Disclosure Statement and the Plan may also be obtained from the Court's electronic docket for the
Debtors' chapter 11 cases, which can be found at http://www.nysb.uscourts.gov (a PACER login and
password are required to access documents on the Court's website and can be obtained through the PACER
Service Center at www.pacer.psc.uscourts.gov).
4. Copies of this Order, the motion to approve the Disclosure Statement
(ECF No. 3277),the Disclosure Statement,and the Plan may also be accessed free of charge by visiting the
website maintained by the Debtors' voting agent, Prime Clerk, LLC ("Prime Clerk"or"Voting Agent"),
at https://restructuring.primeclerk.com/sears, or obtained by written request as follows:
If by standard or overnight mail or hand If by e-mail to:
delivery:
Sears Holdings Corporation Ballot Processing searsplandocuments@primeclerk.com with
do Prime Clerk,LLC a reference to"Sears"in the subject line
One Grand Central Place
60 East 42"d Street,Suite 1440
New York,NY 10165
THE VOTING AGENT IS NOT AUTHORIZED TO, AND WILL NOT PROVIDE, LEGAL
ADVICE.
5. Record Date for Voting Purposes. Only parties who are eligible to vote and hold
Claims against the Debtors as of May 9,2019 are entitled to vote on the Plan.
6. Parties in Interest Not Entitled to Vote. (a) The following holders of Claims
and Interests are not entitled to vote on the Plan: (i) holders of unimpaired Claims or Interests that are
presumed to accept the Plan(Class 1—Priority Non-Tax Claims)(ii)holders of impaired Claims or Interests
that are deemed to reject the Plan (Kmart Corp. Class 6 — Intercompany Claims, Kmart Corp. Class 7 —
Intercompany Interests, Kmart Corp. Class 8 — Subordinated Securities Claims; Kmart IL Class 6 —
Intercompany Claims; Kmart IL Class 7 — Intercompany Interests, Kmart IL Class 8 — Subordinated
Securities Claims; Kmart of Washington Class 6—Intercompany Claims, Kmart of Washington Class 7—
Intercompany Interests, Kmart of Washington Class 8 — Subordinated Securities Claims; SHC Class 6—
Intercompany Claims, SHC Class 7 — Intercompany Interests, SHC Class 8 — Subordinated Securities
Claims,SHC Class 9—Existing SHC Equity Interests,for all other Debtors Class 6—Intercompany Claims,
Class 7—Intercompany Interests, Class 8—Subordinated Claims), and(iii)holders of Claims that are the
subject of filed objections or requests for estimation. (b) If you have timely filed a proof of Claim and
disagree with the Debtors' classification of, objection to, or request for estimation of, your Claim and
believe that you should be entitled to vote on the Plan, then you must serve on the Debtors at the address
set forth below and file with the Bankruptcy Court (with a copy to chambers) a motion(a "Rule 3018(a)
2
33235-01
Motion") for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules") temporarily allowing such Claim in a different amount or in a different Class for
purposes of voting to accept or reject the Plan. (c)All Rule 3018(a)Motions must be filed on or before the
tenth(10th) day after the later of(i) service of the Confirmation Hearing Notice and(ii) service of notice
of an objection or request for estimation, if any, as to such Claim. In accordance with Bankruptcy Rule
3018, as to any creditor filing a Rule 3018(a)Motion, such creditor's ballot will not be counted except as
may be otherwise ordered by the Bankruptcy Court at least five(5) days prior to the Voting Deadline or as
the Bankruptcy Court may direct. Creditors may contact the Voting Agent at (844) 384-4460 (domestic
toll-free)or(929)955-2419(international)to receive an appropriate ballot for any Claim for which a proof
of Claim has been timely filed and a Rule 3018(a)Motion has been granted. Rule 3018(a)Motions that are
not timely filed and served in the manner set forth above shall not be considered.
7. Voting Deadline. All votes to accept or reject the Plan must be actually received
by Prime Clerk, LLC ("Prime Clerk"), the Debtors' voting agent (the "Voting Agent") by no later than
August 2,2019(the"Voting Deadline"),unless extended by the Debtors. Any failure to follow the voting
instructions included with your ballot may disqualify your ballot and your vote.
8. Objections to Confirmation. Responses and objections, if any, to confirmation
of the Plan must(a)be in writing, (b) state the name and address of the objecting party and the amount and
nature of the Claim or Interest of such party,(c) state with particularity the basis and nature of any objection,
and provide proposed language that, if accepted and incorporated by the Debtors, would obviate such
objection, (d) conform to the Bankruptcy Rules and the Local Rules, (e) be filed with the Court together
with proof of service by either(i)Electronic Filing:the filer must be an attorney in possession of passwords
and logins to both PACER and the Bankruptcy Court's Electronic Case Filing System; electronic filing
must be in accordance with General Order M-399 (which can be found at http://www.nysb.uscourts.gov),
or (ii) Conventional Filing: the filer must send the response or objection by mail, courier, or messenger to
the Bankruptcy Court's clerk at the following address: United States Bankruptcy Court, 300 Quarropas
Street, White Plains,New York 10601; the hard copy of the response or objection should be accompanied
by a CD-ROM containing the response or objection in text-searchable portable document format (PDF);
and (iii)All filers — those filing electronically as well as those filing conventionally — must provide
Bankruptcy Court Chambers with two separate, single-sided hard copies of the response or objection; any
proposed order should be accompanied by a CD-ROM containing the response or objection in text
searchable portable document format (PDF); and (f)be served upon the following parties in accordance
with General Order M-399 so as to be received no later than August 2, 2019 at 4:00 p.m. (Prevailing
Eastern Time), and on the following parties:(i) the Chambers of the Honorable Judge Robert D. Drain
("Chambers"), United States Bankruptcy Court for the Southern District of New York, 300 Quarropas
Street, Room 248, White Plains,New York 10601; (ii) Counsel to the Debtors, Weil, Gotshal & Manges
LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Ray C. Schrock, P.C., Jacqueline Marcus,
Esq., Garret A. Fail, Esq., and Sunny Singh, Esq.); (iii) the Office of the United States Trustee for Region
2 (the "U.S. Trustee"), 201 Varick Street, Suite 1006, New York, New York 10014 (Attn: Paul
Schwartzberg,Esq.);and(iv)Counsel to the Creditors'Committee,Akin Gump Strauss Hauer&Feld LLP,
One Bryant Park, New York, New York 10036 (Attn: Ira Dizengoff, Esq., Philip Dublin, Esq., and Sara
Brauner, Esq.).
IF ANY OBJECTION TO CONFIRMATION OF THE PLAN IS NOT FILED AND SERVED
STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED FROM
OBJECTING TO CONFIRMATION OF THE PLAN AND MAY NOT BE HEARD AT THE
CONFIRMATION HEARING.
9. Parties Who Will Not Be Treated as Creditors. Any holder of a Claim that(i)is
scheduled in the Debtors' schedules of assets and liabilities at $0.00, or in an unknown amount, or as
3
33235-01
disputed, contingent, or unliquidated, and is not the subject of a timely filed proof of Claim or a proof of
Claim deemed timely filed with the Bankruptcy Court, or (ii) is not scheduled and is not the subject of a
timely filed proof of Claim or a proof of Claim deemed timely filed with the Bankruptcy Court, shall not
be treated as a creditor with respect to such Claim for purposes of voting on the Plan.
10. Classification and Treatment. A chart summarizing the treatment provided
by the Plan to each class of Claims and Interests is included in Annex A. Annex A is qualified in its
entirety by reference to the Plan.
11. Releases. Please be advised that under the Plan, the following holders are
deemed to have granted the releases contained in Section 15.9 of the Plan, which is set forth for
convenience on Annex B hereto: (i)the holders of all Claims or Interests who vote to accept the Plan;
(ii) the holders of Claims or Interests who reject the Plan or abstain from voting on the Plan but do
not opt out of these releases on the Ballots; (iii)each of the Released Parties (other than the Debtors);
and (iv) with respect to any entity in the foregoing clauses (i) through (iii), (x)such entity's
predecessors, successors, and assigns, and (y) all persons entitled to assert Claims through or on
behalf of such entities with respect to the matters for which the releasing entities are providing
releases.
ELECTION TO WITHHOLD CONSENT TO THE RELEASES CONTAINED IN THE PLAN IS
AT THE OPTION OF THE CLAIM OR INTEREST HOLDER.
12. The Plan also contains other discharge, injunction, release, and exculpation
provisions that may affect your rights such as those forth in Annex B. Annex B is qualified in its
entirety by reference to the Plan.
UNLESS AN OBJECTION IS TIMELY SERVED AND FILED, IT MAY NOT BE CONSIDERED
BY THE BANKRUPTCY COURT.
YOU ARE ADVISED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING
THE DISCHARGE, INJUNCTION, RELEASE, AND EXCULPATION PROVISIONS, AS YOUR
RIGHTS MAY BE AFFECTED.
13. Executory Contracts and Unexpired Leases. On the Effective Date, except as
otherwise provided in the Plan or Plan Supplement, each Executory Contract and Unexpired Lease not
previously rejected, assumed, or assumed and assigned shall be deemed automatically rejected pursuant to
sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease: (1)as
of the Effective Date is subject to a pending motion to assume such Unexpired Lease or Executory Contract;
(2) is a contract,engagement letter that has been approved by an order of the Bankruptcy Court,release, or
other agreement or document entered into in connection with the Plan; or (3) is a D&O Policy or an
insurance policy.
14. Additional Information. Any party in interest wishing to obtain information
about the solicitation procedures or copies of the Disclosure Statement or the Plan should contact the
Debtors' voting agent, Prime Clerk, at (844) 384-4460 (domestic toll-free) or (929) 955-2419
(international), or may view such documents by accessing the Debtors' website:
https://restructuring.primeclerk.com/sears or the Bankruptcy Court's website:
http://www.nysb.uscourts.gov. As previously noted above, a PACER (www.pacer.psc.uscourts.gov)
password and login are needed to access documents on the Bankruptcy Court's website
4
33235-01
(http://www.nysb.uscourts.gov). PRIME CLERK IS NOT AUTHORIZED TO, AND WILL NOT,
PROVIDE LEGAL ADVICE.
Dated: June 28, 2019
New York,New York
/s/Sunny Singh
WEIL, GOTSHAL &MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Ray C. Schrock, P.C.
Jacqueline Marcus
Garrett A. Fail
Sunny Singh
Attorneys for Debtors
and Debtors in Possession
5
33235-01
Annex A1
Summary of Plan Classification and Treatment of Claims and Interests
Claims and Interests for Kmart Corp.
Class Claim or Treatment Impaired or Entitlement to
Interest Unimpaired Vote on the Plan
1 Priority Non-Tax Except to the extent that a holder of an Allowed Priority Non- Unimpaired No
Claims Tax Claim agrees with the Debtors (subject to the Creditors' (Presumed to Accept)
Committee Notice Procedures)prior to the Effective Date,or the
Liquidating Trust after the Effective Date, to less favorable
treatment of such Claim in full and final satisfaction,settlement,
release,and discharge of such Allowed Priority Non-Tax Claim,
at the option of the Debtors(subject to the Creditors'Committee
Notice Procedures)or the Liquidating Trustee,each such holder
shall receive from the respective Debtor or the Liquidating Trust,
as applicable: (i)payment in full in Cash in an amount equal to
such Claim,payable on the latest of(A)the Effective Date,(B)
the date that is ten (10) Business Days after the date on which
such Priority Non-Tax Claim becomes an Allowed Priority Non-
Tax Claim,or(C) the next Distribution Date after such Priority
Non-Tax Claim becomes an Allowed Priority Non-Tax Claim,
paid (x) first out of the Wind Down Account, subject to the
payment in full of Administrative Expense Claims,and pro rata
with any Priority Tax Claims;and(y)if the amount available for
Distribution pursuant to the foregoing clause (x) is insufficient
to remit all Distributions required to be made to such holders
pursuant to this sentence,from the Net Proceeds of Total Assets;
or(ii)such other treatment so as to render such holder's Allowed
Priority Non-Tax Claim Unimpaired.
' Annex A is qualified in its entirety by reference to the Plan.
2 The amounts set forth herein are estimates primarily based on the Debtors' books and records. Actual Allowed
amounts will depend upon, among other things, final reconciliation and resolution of all Claims. Consequently, the
actual Allowed Claim amounts may differ materially from these estimates.
6
33235-01
Claims and Interests for Kmart Corp.
Class Claim or Impaired or Entitlement to
Interest Treatment Unimpaired Vote on the Plan
2 Secured Claims Except to the extent that a holder of an Allowed Secured Claim Impaired Yes
agrees with the Debtors (subject to the Creditors' Committee
Notice Procedures)prior to the Effective Date,or the Liquidating
Trust after the Effective Date,to different treatment,on the latest
of(x)the Effective Date, (y)the date that is ten (10) Business
Days after the date such Secured Claim becomes an Allowed
Claim, or (z) the next Distribution Date after such Secured
Claim becomes an Allowed Secured Claim, each holder of an
Allowed Secured Claim will receive from the Debtor against
which its Secured Claim is Allowed, on account and in full
satisfaction of such Allowed Claim,at the option of the Debtors
(subject to the Creditors' Committee Notice Procedures) or
Liquidating Trustee, as applicable: (i)Cash in an amount equal
to the Allowed amount of such Secured Claim;(ii)transfer of the
collateral securing such Secured Claim or the proceeds thereof
in satisfaction of the Allowed amount of such Secured Claim;or
(iii)such other treatment sufficient to render such holder's
Allowed Secured Claim Unimpaired.
3 PBGC Claims In accordance with the PBGC Settlement, except to the extent Impaired Yes
otherwise expressly provided under the Plan Settlement as set
forth in Section 9.2 of this Plan, PBGC shall receive from the
Liquidating Trust, (i)the PBGC Liquidating Trust Priority
Interest and (ii)in respect of the Allowed PBGC Unsecured
Claims, subject to Section 9.2(a)(viii), PBGC's Pro Rata share
of(w) the Kmart Corp. General Unsecured Liquidating Trust
Interests; (x) Kmart Corp. Specified Unsecured Liquidating
Trust Interests; (y)the General Unsecured Liquidating Trust
Interests; and (z)the Specified Unsecured Liquidating Trust
Interests, in full and final satisfaction, settlement, release, and
discharge of all PBGC Claims against Kmart Corp; provided,
that for the avoidance of doubt, no Kmart Corp. Specified
Unsecured Liquidating Trust Interests or Specified Unsecured
Liquidating Trust Interests shall be granted to holders of
Allowed ESL Unsecured Claims
ii
7
33235-01
Claims and Interests for Kmart Corp.
Class Claim or Treatment Impaired or Entitlement to
Interest Unimpaired Vote on the Plant
4 General Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Claims Plan, except to the extent that a holder of an Allowed General
Unsecured Claim agrees to less favorable treatment with the
Debtors(subject to the Creditors'Committee Notice Procedures)
prior to the Effective Date, or the Liquidating Trust after the
Effective Date, in full and final satisfaction, settlement,release,
and discharge of an Allowed General Unsecured Claim, each
such holder thereof shall receive its Pro Rata share of(i) the
Kmart Corp.General Unsecured Liquidating Trust Interests;(ii)
Kmart Corp. Specified Unsecured Liquidating Trust Interests;
(iii)the General Unsecured Liquidating Trust Interests; (iv)the
Specified Unsecured Liquidating Trust Interests; and (v) any
Excess PBGC Amounts that would have been distributed to
PBGC on account of Kmart Corp. General Unsecured
Liquidating Trust Interests and Kmart Corp. Specified
Unsecured Liquidating Trust Interests; provided, that for the
avoidance of doubt, no Kmart Corp. Specified Unsecured
Liquidating Trust Interests or Specified Unsecured Liquidating
Trust Interests shall be granted to holders of Allowed ESL
Unsecured Claims
5 ESL Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Claims Plan and section 9.13(c) of the Asset Purchase Agreement,
except to the extent that a holder of an Allowed ESL Unsecured
Claim against Kmart Corp. agrees with the Debtors (subject to
the consent of the Creditors' Committee,not to be unreasonably
withheld)prior to the Effective Date,provided, that,prior to the
Effective Date, the Creditors' Committee shall have consent
rights with respect to the Allowance or settlement of any ESL
Unsecured Claims that were not Allowed pursuant to the Sale
Order, or the Liquidating Trust after the Effective Date, to less
favorable treatment, in full and final satisfaction, settlement,
release, and discharge of such Allowed ESL Unsecured Claim,
each such holder thereof shall receive its Pro Rata share of(i)the
Kmart Corp. General Unsecured Liquidating Trust Interests;
(ii)the General Unsecured Liquidating Trust Interests; and
(iii)any Excess PBGC Amounts that would have been
distributed to PBGC on account of Kmart Corp. General
Unsecured Liquidating Trust Interests
6 Intercompany On the Effective Date, pursuant to the Plan Settlement as Impaired No
Claims provided in Section 9.2 of this Plan, except as provided in (Deemed to Reject)
Section 9.2(e),no separate distributions shall be made under the
Plan on account of Intercompany Claims,and such Claims shall
be extinguished by distribution,contribution,or otherwise,in the
discretion of the Debtors (subject to the Creditors' Committee
Notice Procedures)and in accordance with section 9.2(a)of the
Asset Purchase Agreement
8
33235-01
Claims and Interests for Kmart Corp.
Claim or Impaired or Entitlement to
Class Interest Treatment Unimpaired Vote on the Plan
7 Intercompany On or after the Effective Date,all Intercompany Interests shall Impaired No
Interests be cancelled. Each such holder thereof shall neither receive nor (Deemed to Reject)
retain any property of the Estate or direct interest in property of
the Estate of the Debtors on account of such Intercompany
Interest
8 Subordinated Holders of Subordinated Securities Claims shall not receive or Impaired No
Securities Claims retain any property under the Plan on account of such (Deemed to Reject)
Subordinated Securities Claims. On the Effective Date,all
Subordinated Securities Claims shall be deemed cancelled
without further action by or order of the Bankruptcy Court,and
shall be of no further force and effect,whether surrendered for
cancellation or otherwise
9
33235-01
Claims and Interests for Kmart Stores of Illinois LLC
Claim or Impaired or Entitlement to
Class Interest Treatment Unimpaired Vote on the Plan3
1 Priority Non-Tax Except to the extent that a holder of an Allowed Priority Non- Unimpaired No
Claims Tax Claim agrees with the Debtors (subject to the Creditors' (Presumed to Accept)
Committee Notice Procedures)prior to the Effective Date,or the
Liquidating Trust after the Effective Date, to less favorable
treatment of such Claim in full and final satisfaction,settlement,
release,and discharge of such Allowed Priority Non-Tax Claim,
at the option of the Debtors(subject to the Creditors'Committee
Notice Procedures)or the Liquidating Trustee,each such holder
shall receive from the respective Debtor or the Liquidating Trust,
as applicable: (i)payment in full in Cash in an amount equal to
such Claim,payable on the latest of(A)the Effective Date,(B)
the date that is ten (10) Business Days after the date on which
such Priority Non-Tax Claim becomes an Allowed Priority Non-
Tax Claim,or(C) the next Distribution Date after such Priority
Non-Tax Claim becomes an Allowed Priority Non-Tax Claim,
paid (x) first out of the Wind Down Account, subject to the
payment in full of Administrative Expense Claims,and pro rata
with any Priority Tax Claims;and(y)if the amount available for
Distribution pursuant to the foregoing clause (x) is insufficient
to remit all Distributions required to be made to such holders
pursuant to this sentence,from the Net Proceeds of Total Assets;
or(ii)such other treatment so as to render such holder's Allowed
Priority Non-Tax Claim Unimpaired.
2 Secured Claims Except to the extent that a holder of an Allowed Secured Claim Impaired Yes
agrees with the Debtors (subject to the Creditors' Committee
Notice Procedures)prior to the Effective Date,or the Liquidating
Trust after the Effective Date,to different treatment,on the latest
of(x)the Effective Date, (y)the date that is ten (10) Business
Days after the date such Secured Claim becomes an Allowed
Claim, or (z) the next Distribution Date after such Secured
Claim becomes an Allowed Secured Claim, each holder of an
Allowed Secured Claim will receive from the Debtor against
which its Secured Claim is Allowed, on account and in full
satisfaction of such Allowed Claim,at the option of the Debtors
(subject to the Creditors' Committee Notice Procedures) or
Liquidating Trustee, as applicable: (i)Cash in an amount equal
to the Allowed amount of such Secured Claim;(ii)transfer of the
collateral securing such Secured Claim or the proceeds thereof
in satisfaction of the Allowed amount of such Secured Claim; or
(iii)such other treatment sufficient to render such holder's
Allowed Secured Claim Unimpaired.
3 The amounts set forth herein are estimates primarily based on the Debtors' books and records. Actual Allowed
amounts will depend upon,among other things, final reconciliation and resolution of all Claims. Consequently, the
actual Allowed Claim amounts may differ materially from these estimates.
10
33235-01
Claims and Interests for Kmart Stores of Illinois LLC
Claim or Impaired or Entitlement to
Class Interest Treatment Unimpaired Vote on the Plan3
3 PBGC Claims In accordance with the PBGC Settlement, except to the extent Impaired Yes
otherwise expressly provided under the Plan Settlement as set
forth in Section 9.2 of this Plan, PBGC shall receive from the
Liquidating Trust, (i)the PBGC Liquidating Trust Priority
Interest and (ii)in respect of the Allowed PBGC Unsecured
Claims, subject to Section 9.2(a)(viii), PBGC's Pro Rata share
of(w)Kmart IL Guarantee General Unsecured Liquidating Trust
Interests; (x)Kmart IL Guarantee Specified Unsecured
Liquidating Trust Interests; (y) the General Unsecured
Liquidating Trust Interests; and (z)the Specified Unsecured
Liquidating Trust Interests, in full and final satisfaction,
settlement, release, and discharge of all PBGC Claims against
Kmart Stores of Illinois LLC;provided,that for the avoidance of
doubt,no Kmart IL Guarantee Specified Unsecured Liquidating
Trust Interests or Specified Unsecured Liquidating Trust
Interests shall be granted to holders of Allowed ESL Unsecured
Claims
4(A) General Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Claims(other than Plan, except to the extent that a holder of an Allowed General
Kmart WA Unsecured Claim(other than a Guarantee Claim)agrees with the
Guarantee Claims) Debtors(subject to the Creditors'Committee Notice Procedures)
prior to the Effective Date, or the Liquidating Trust after the
Effective Date, to less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of an Allowed
General Unsecured Claim(other than a Guarantee Claim), each
such holder thereof shall receive its Pro Rata share of(i) the
General Unsecured Liquidating Trust Interests and (ii) the
Specified Unsecured Liquidating Trust Interests; provided, that
for the avoidance of doubt,no Specified Unsecured Liquidating
Trust Interests shall be granted to holders of Allowed ESL
Unsecured Claims
11
33235-01
Claims and Interests for Kmart Stores of Illinois LLC
Claim or Impaired or Entitlement to
Class Interest Treatment Unimpaired Vote on the Plan
4(B) Guarantee Claims Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Plan,except to the extent that a holder of an Allowed Guarantee
Claim agrees with the Debtors (subject to the Creditors'
Committee Notice Procedures)prior to the Effective Date,or the
Liquidating Trust after the Effective Date, to less favorable
treatment, in full and final satisfaction, settlement,release, and
discharge of an Allowed Guarantee Claim, each such holder
thereof shall receive its Pro Rata share of:(i)Kmart IL Guarantee
General Unsecured Liquidating Trust Interests; (ii) Kmart IL
Guarantee Specified Unsecured Liquidating Trust Interests;(iii)
the General Unsecured Liquidating Trust Interests; (iv) the
Specified Unsecured Liquidating Trust Interests; and (v) any
Excess PBGC Amounts that would have been distributed to
PBGC on account of Kmart IL Guarantee General Unsecured
Liquidating Trust Interests and Kmart IL Guarantee Specified
Unsecured Liquidating Trust Interests; provided, that for the
avoidance of doubt,no Kmart IL Guarantee Specified Unsecured
Liquidating Trust Interests or Specified Unsecured Liquidating
Trust Interests shall be granted to holders of Allowed ESL
Unsecured Claims
5 ESL Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Claims Plan and section 9.13(c) of the Asset Purchase Agreement,
except to the extent that a holder of an Allowed ESL Unsecured
Claim against Kmart Stores of Illinois LLC agrees with the
Debtors(subject to the consent of the Creditors'Committee,not
to be unreasonably withheld) prior to the Effective Date,
provided, that, prior to the Effective Date, the Creditors'
Committee shall have consent rights with respect to the
Allowance or settlement of any ESL Unsecured Claims that were
not Allowed pursuant to the Sale Order,or the Liquidating Trust
after the Effective Date,to less favorable treatment, in full and
final satisfaction, settlement, release, and discharge of such
Allowed ESL Unsecured Claim, each such holder thereof shall
receive its Pro Rata share of: (i) Kmart IL Guarantee General
Unsecured Liquidating Trust Interests, including any Excess
PBGC Amounts; (ii) the General Unsecured Liquidating Trust
Interests; and(iii)any Excess PBGC Amounts that would have
been distributed to PBGC on account of Kmart IL Guarantee
General Unsecured Liquidating Trust Interests
6 Intercompany On the Effective Date, pursuant to the Plan Settlement as Impaired No
Claims provided in Section 9.2 of this Plan, except as provided in (Deemed to Reject)
Section 9.2(e),no separate distributions shall be made under the
Plan on account of Intercompany Claims,and such Claims shall
be extinguished by distribution,contribution,or otherwise,in the
discretion of the Debtors (subject to the Creditors' Committee
Notice Procedures)and in accordance with section 9.2(a)of the
Asset Purchase Agreement.
12
33235-01
Claims and Interests for Kmart Stores of Illinois LLC
Claim or impairedor Entitlement to
Class Treatment p
Interest Unimpaired Vote on the Plana
7 Intercompany On or after the Effective Date, all Intercompany Interests shall Impaired No
Interests be cancelled. Each such holder thereof shall neither receive nor (Deemed to Reject)
retain any property of the Estate or direct interest in property of
the Estate of the Debtors on account of such Intercompany
Interest
8 Subordinated Holders of Subordinated Securities Claims shall not receive or Impaired No
Securities Claims retain any property under the Plan on account of such (Deemed to Reject)
Subordinated Securities Claims. On the Effective Date, all
Subordinated Securities Claims shall be deemed cancelled
without further action by or order of the Bankruptcy Court,and
shall be of no further force and effect, whether surrendered for
cancellation or otherwise
•
13
33235-01
Claims and Interests for Kmart of Washington LLC
Class Claim or Impaired or Entitlement to
Interest Treatment Unimpaired Vote on the Plan4
1 Priority Non-Tax Except to the extent that a holder of an Allowed Priority Non- Unimpaired No
Claims Tax Claim agrees with the Debtors (subject to the Creditors' (Presumed to Accept)
Committee Notice Procedures)prior to the Effective Date,or the
Liquidating Trust after the Effective Date, to less favorable
treatment of such Claim in full and final satisfaction,settlement,
release,and discharge of such Allowed Priority Non-Tax Claim,
at the option of the Debtors(subject to the Creditors'Committee
Notice Procedures)or the Liquidating Trustee,each such holder
shall receive from the respective Debtor or the Liquidating Trust,
as applicable: (i)payment in full in Cash in an amount equal to
such Claim,payable on the latest of(A)the Effective Date,(B)
the date that is ten (10)Business Days after the date on which
such Priority Non-Tax Claim becomes an Allowed Priority Non-
Tax Claim,or(C) the next Distribution Date after such Priority
Non-Tax Claim becomes an Allowed Priority Non-Tax Claim,
paid (x) first out of the Wind Down Account, subject to the
payment in full of Administrative Expense Claims,and pro rata
with any Priority Tax Claims;and(y)if the amount available for
Distribution pursuant to the foregoing clause (x) is insufficient
to remit all Distributions required to be made to such holders
pursuant to this sentence,from the Net Proceeds of Total Assets;
or(ii)such other treatment so as to render such holder's Allowed
Priority Non-Tax Claim Unimpaired.
2 Secured Claims Except to the extent that a holder of an Allowed Secured Claim Impaired Yes
agrees with the Debtors (subject to the Creditors' Committee
Notice Procedures)prior to the Effective Date,or the Liquidating
Trust after the Effective Date,to different treatment,on the latest
of(x) the Effective Date, (y) the date that is ten (10) Business
Days after the date such Secured Claim becomes an Allowed
Claim, or (z) the next Distribution Date after such Secured
Claim becomes an Allowed Secured Claim, each holder of an
Allowed Secured Claim will receive from the Debtor against
which its Secured Claim is Allowed, on account and in full
satisfaction of such Allowed Claim,at the option of the Debtors
(subject to the Creditors' Committee Notice Procedures) or
Liquidating Trustee, as applicable: (i)Cash in an amount equal
to the Allowed amount of such Secured Claim;(ii)transfer of the
collateral securing such Secured Claim or the proceeds thereof
in satisfaction of the Allowed amount of such Secured Claim; or
(iii)such other treatment sufficient to render such holder's
Allowed Secured Claim Unimpaired.
a The amounts set forth herein are estimates primarily based on the Debtors' books and records. Actual Allowed
amounts will depend upon,among other things, final reconciliation and resolution of all Claims. Consequently, the
actual Allowed Claim amounts may differ materially from these estimates.
14
33235-01
Claims and Interests for Kmart of Washington LLC
Impaired or Entitlement to
Claim or Treatment Unimpaired Vote on the Plan4
Class Interest
3 PBGC Claims In accordance with the PBGC Settlement, except to the extent Impaired
Yes
otherwise expressly provided under the Plan Settlement as set
forth in Section 9.2 of this Plan, PBGC shall receive from the
Liquidating Trust, (i) the PBGC Liquidating Trust Priority
Interest and (ii) in respect of the Allowed PBGC Unsecured
Claims, subject to Section 9.2(a)(viii), PBGC's Pro Rata share
of(w) Kmart WA Guarantee General Unsecured Liquidating
Trust Interests; (x) Kmart WA Guarantee Specified Unsecured
Liquidating Trust Interests; (y) the General Unsecured
Liquidating Trust Interests; and (z) the Specified Unsecured
Liquidating Trust Interests, in full and final satisfaction,
settlement, release, and discharge of all PBGC Claims against
Kmart of Washington LLC;provided, that for the avoidance of
doubt, no Kmart WA Guarantee Specified Unsecured
Liquidating Trust Interests or Specified Unsecured Liquidating
Trust Interests shall be granted to holders of Allowed ESL
Unsecured Claims
4(A) General Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired
Yes
Claims(other than Plan, except to the extent that a holder of an Allowed General
Kmart WA Unsecured Claim(other than a Guarantee Claim)agrees with the
Guarantee Claims) Debtors(subject to the Creditors'Committee Notice Procedures)
prior to the Effective Date, or the Liquidating Trust after the
Effective Date, to less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of an Allowed
General Unsecured Claim(other than a Guarantee Claim), each
such holder thereof shall receive its Pro Rata share of(i) the
General Unsecured Liquidating Trust Interests and (ii) the
Specified Unsecured Liquidating Trust Interests;provided,that
for the avoidance of doubt,no Specified Unsecured Liquidating
Trust Interests shall be granted to holders of Allowed ESL
Unsecured Claims
15
33235-01
Claims and Interests for Kmart of Washington LLC
Class Claim or
Interest Treatment Impaired or Entitlement to
Unimpaired Vote on the Plano
4(B) Guarantee Claims Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Plan,except to the extent that a holder of an Allowed Guarantee
Claim agrees with the Debtors (subject to the Creditors'
Committee Notice Procedures)prior to the Effective Date,or the
Liquidating Trust after the Effective Date, to less favorable
treatment, in full and final satisfaction, settlement,release, and
discharge of an Allowed Guarantee Claim, each such holder
thereof shall receive its Pro Rata share of: (i) Kmart WA
Guarantee General Unsecured Liquidating Trust Interests,
including any Excess PBGC Amounts;(ii)Kmart WA Guarantee
Specified Unsecured Liquidating Trust Interests; (iii) the
General Unsecured Liquidating Trust Interests, including any
Excess PBGC Amounts; (iv) the Specified Unsecured
Liquidating Trust Interests;and(v)any Excess PBGC Amounts
that would have been distributed to PBGC on account of Kmart
WA Guarantee General Unsecured Liquidating Trust Interests
and Kmart WA Guarantee Specified Unsecured Liquidating
Trust Interests; provided, that for the avoidance of doubt, no
Kmart WA Guarantee Specified Unsecured Liquidating Trust
Interests or Specified Unsecured Liquidating Trust Interests shall
be granted to holders of Allowed ESL Unsecured Claims
5 ESL Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Claims Plan and section 9.13(c) of the Asset Purchase Agreement,
except to the extent that a holder of an Allowed ESL Unsecured
Claim against Kmart of Washington LLC agrees with the
Debtors(subject to the consent of the Creditors'Committee,not
to be unreasonably withheld) prior to the Effective Date,
provided, that, prior to the Effective Date, the Creditors'
Committee shall have consent rights with respect to the
Allowance or settlement of any ESL Unsecured Claims that were
not Allowed pursuant to the Sale Order,or the Liquidating Trust
after the Effective Date,to less favorable treatment, in full and
final satisfaction, settlement, release, and discharge of such
Allowed ESL Unsecured Claim, each such holder thereof shall
receive its Pro Rata share of: (i)Kmart WA Guarantee General
Unsecured Liquidating Trust Interests, including any Excess
PBGC Amounts; (ii) the General Unsecured Liquidating Trust
Interests; and(iii)any Excess PBGC Amounts that would have
been distributed to PBGC on account of Kmart WA Guarantee
General Unsecured Liquidating Trust Interests
6 Intercompany On the Effective Date, pursuant to the Plan Settlement as Impaired No
Claims provided in Section 9.2 of this Plan, except as provided in
Section 9.2(e),no separate distributions shall be made under the (Deemed to Reject)
Plan on account of Intercompany Claims,and such Claims shall
be extinguished by distribution,contribution,or otherwise,in the
discretion of the Debtors (subject to the Creditors' Committee
Notice Procedures)and in accordance with section 9.2(a)of the
Asset Purchase Agreement
16
33235-01
Claims and Interests for Kmart of Washington LLC
Claim or Impaired or Entitlement to
Class Treatment Unimpaired Vote on the PIan4
Interest
7 Intercompany On or after the Effective Date,all Intercompany Interests shall Impaired No
Interests be cancelled. Each such holder thereof shall neither receive nor (Deemed to Reject)
retain any property of the Estate or direct interest in property of
the Estate of the Debtors on account of such Intercompany
Interest
8 Subordinated Holders of Subordinated Securities Claims shall not receive or Impaired NoDeemed to Reject)
Securities Claims retain any property under the Plan on account of such
Subordinated Securities Claims. On the Effective Date,all
Subordinated Securities Claims shall be deemed cancelled
without further action by or order of the Bankruptcy Court,and
shall be of no further force and effect,whether surrendered for
cancellation or otherwise
17
33235-01
Claims and Interests for Sears Holdings Corporation
Class Claim or Treatment Impaired or Entitlement to
Interest Unimpaired Vote on the Plans
1 Priority Non-Tax Except to the extent that a holder of an Allowed Priority Non- Unimpaired No
Claims Tax Claim agrees with the Debtors (subject to the Creditors'
Committee Notice Procedures)prior to the Effective Date,or the (Presumed to Accept)
Liquidating Trust after the Effective Date, to less favorable
treatment of such Claim in full and final satisfaction,settlement,
release,and discharge of such Allowed Priority Non-Tax Claim,
at the option of the Debtors (subject to the reasonable consent of
the Creditors'Committee)or the Liquidating Trustee,each such
holder shall receive from the respective Debtor or the
Liquidating Trust,as applicable:(i)payment in full in Cash in an
amount equal to such Claim, payable on the latest of(A) the
Effective Date, (B)the date that is ten(10)Business Days after
the date on which such Priority Non-Tax Claim becomes an
Allowed Priority Non-Tax Claim, or (C) the next Distribution
Date after such Priority Non-Tax Claim becomes an Allowed
Priority Non-Tax Claim, paid (x) first out of the Wind Down
Account, subject to the payment in full of Administrative
Expense Claims,and pro rata with any Priority Tax Claims;and
(y) if the amount available for Distribution pursuant to the
foregoing clause (x) is insufficient to remit all Distributions
required to be made to such holders pursuant to this sentence,
from the Net Proceeds of Total Assets; or (ii)such other
treatment so as to render such holder's Allowed Priority Non-
Tax Claim Unimpaired.
2 Secured Claims Except to the extent that a holder of an Allowed Secured Claim Impaired Yes
agrees with the Debtors (subject to the Creditors' Committee
Notice Procedures)prior to the Effective Date,or the Liquidating
Trust after the Effective Date,to different treatment,on the latest
of(x) the Effective Date, (y) the date that is ten (10) Business
Days after the date such Secured Claim becomes an Allowed
Claim, or (z) the next Distribution Date after such Secured
Claim becomes an Allowed Secured Claim, each holder of an
Allowed Secured Claim will receive from the Debtor against
which its Secured Claim is Allowed, on account and in full
satisfaction of such Allowed Claim,at the option of the Debtors
(subject to the Creditors' Committee Notice Procedures) or
Liquidating Trustee, as applicable: (i)Cash in an amount equal
to the Allowed amount of such Secured Claim;(ii)transfer of the
collateral securing such Secured Claim or the proceeds thereof
in satisfaction of the Allowed amount of such Secured Claim; or
(iii)such other treatment sufficient to render such holder's
Allowed Secured Claim Unimpaired.
s The amounts set forth herein are estimates primarily based on the Debtors' books and records. Actual Allowed
amounts will depend upon,among other things, final reconciliation and resolution of all Claims. Consequently, the
actual Allowed Claim amounts may differ materially from these estimates.
18
33235-01
Claims and Interests for Sears Holdings Corporation
Claim orImpaired or Entitlement to
Class Treatment Unimpaired Vote on the Plans
Interest
3 PBGC Claims In accordance with the PBGC Settlement, except to the extent Impaired
Yes
otherwise expressly provided under the Plan Settlement as set
forth in Section 9.2 of this Plan, PBGC shall receive from the
Liquidating Trust, (i) the PBGC Liquidating Trust Priority
Interest and (ii) in respect of the Allowed PBGC Unsecured
Claims, PBGC's Pro Rata share of(x) the General Unsecured
Liquidating Trust Interests and (y) the Specified Unsecured
Liquidating Trust Interests, in full and final satisfaction,
settlement, release, and discharge of all PBGC Claims against
Sears Holdings Corp.
4 General Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired
Yes
Claims Plan, except to the extent that a holder of an Allowed General
Unsecured Claim agrees with the Debtors (subject to the
Creditors' Committee Notice Procedures)prior to the Effective
Date, or the Liquidating Trust after the Effective Date, to less
favorable treatment, in full and final satisfaction, settlement,
release,and discharge of an Allowed General Unsecured Claim,
each such holder thereof shall receive its Pro Rata share of(i)the
General Unsecured Liquidating Trust Interests and (ii) the
Specified Unsecured Liquidating Trust Interests; provided, that
for the avoidance of doubt,no Specified Unsecured Liquidating
Trust Interests shall be granted to holders of Allowed ESL
Unsecured Claims
5 ESL Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired
Yes
Claims Plan and section 9.13(c) of the Asset Purchase Agreement,
except to the extent that a holder of an Allowed ESL Unsecured
Claim against Sears Holdings Corp. agrees with the Debtors
(subject to the consent of the Creditors' Committee, not to be
unreasonably withheld) prior to the Effective Date, provided,
that,prior to the Effective Date,the Creditors' Committee shall
have consent rights with respect to the Allowance or settlement
of any ESL Unsecured Claims that were not Allowed pursuant
to the Sale Order, or the Liquidating Trust after the Effective
Date, to less favorable treatment, in full and final satisfaction,
settlement, release, and discharge of such Allowed ESL
Unsecured Claim, each such holder thereof shall receive its Pro
Rata share of the General Unsecured Liquidating Trust Interests.
Impaired No
6 Intercompany On the Effective Date,pursuant to the Plan Settlement as Im p (Deemed to Reject)
Claims provided in Section 9.2 of this Plan,except as provided in
Section 9.2(e),no separate distributions shall be made under the
Plan on account of Intercompany Claims,and such Claims shall
be extinguished by distribution,contribution,or otherwise,in
the discretion of the Debtors(subject to the Creditors'
Committee Notice Procedures)and in accordance with section
9.2(a)of the Asset Purchase Agreement.
19
33235-01
Claims and Interests for Sears Holdings Corporation
Class Claim or Impaired or Entitlement to
Interest Treatment
Unimpaired Vote on the Plans
7 Intercompany On or after the Effective Date,all Intercompany Interests shall Impaired No
Interests be cancelled. Each such holder thereof shall neither receive nor
retain any property of the Estate or direct interest in property of (Deemed to Reject)
the Estate of the Debtors on account of such Intercompany
Interest
8 Subordinated Holders of Subordinated Securities Claims shall not receive or Impaired No
Securities Claims retain any property under the Plan on account of such
Subordinated Securities Claims. On the Effective Date,all (Deemed to Reject)
Subordinated Securities Claims shall be deemed cancelled
without further action by or order of the Bankruptcy Court,and
shall be of no further force and effect,whether surrendered for
cancellation or otherwise
9 Existing SHC On the Effective Date, all Existing SHC Equity Interests shall Impaired No
Equity Interests be cancelled. Each such holder thereof shall neither receive nor
retain any property of the Estate or direct interest in property of (Deemed to Reject)
the Estate of SHC on account of such Existing SHC Equity
Interest
20
33235-01
Claims and Interests for All Other Debtors
Impaired or Entitlement to
Class Claim or Impaired
Interest Unimpaired Vote on the Plant
1 Priority Non-Tax Except to the extent that a holder of an Allowed Priority Non- Unimpaired No
Claims Tax Claim agrees with the Debtors (subject to the Creditors' (Presumed to Accept)
Committee Notice Procedures)prior to the Effective Date,or the
Liquidating Trust after the Effective Date, to less favorable
treatment of such Claim in full and final satisfaction,settlement,
release,and discharge of such Allowed Priority Non-Tax Claim,
at the option of the Debtors(subject to the Creditors'Committee
Notice Procedures)or the Liquidating Trustee,each such holder
shall receive from the respective Debtor or the Liquidating Trust,
as applicable: (i)payment in full in Cash in an amount equal to
such Claim,payable on the latest of(A)the Effective Date,(B)
the date that is ten (10)Business Days after the date on which
such Priority Non-Tax Claim becomes an Allowed Priority Non-
Tax Claim,or(C) the next Distribution Date after such Priority
Non-Tax Claim becomes an Allowed Priority Non-Tax Claim,
paid (x) first out of the Wind Down Account, subject to the
payment in full of Administrative Expense Claims,and pro rata
with any Priority Tax Claims;and(y)if the amount available for
Distribution pursuant to the foregoing clause (x) is insufficient
to remit all Distributions required to be made to such holders
pursuant to this sentence,from the Net Proceeds of Total Assets;
or(ii)such other treatment so as to render such holder's Allowed
Priority Non-Tax Claim Unimpaired.
2 Secured Claims Except to the extent that a holder of an Allowed Secured Claim Impaired Yes
agrees with the Debtors (subject to the Creditors' Committee
Notice Procedures)prior to the Effective Date,or the Liquidating
Trust after the Effective Date,to different treatment,on the latest
of(x) the Effective Date, (y) the date that is ten (10) Business
Days after the date such Secured Claim becomes an Allowed
Claim, or (z) the next Distribution Date after such Secured
Claim becomes an Allowed Secured Claim, each holder of an
Allowed Secured Claim will receive from the Debtor against
which its Secured Claim is Allowed, on account and in full
satisfaction of such Allowed Claim,at the option of the Debtors
(subject to the Creditors' Committee Notice Procedures) or
Liquidating Trustee, as applicable: (i)Cash in an amount equal
to the Allowed amount of such Secured Claim;(ii)transfer of the
collateral securing such Secured Claim or the proceeds thereof
in satisfaction of the Allowed amount of such Secured Claim;or
(iii)such other treatment sufficient to render such holder's
Allowed Secured Claim Unimpaired.
b The amounts set forth herein are estimates primarily based on the Debtors' books and records. Actual Allowed
amounts will depend upon,among other things, final reconciliation and resolution of all Claims. Consequently, the
actual Allowed Claim amounts may differ materially from these estimates.
21
33235-01
Claims and Interests for All Other Debtors
Claim or
Class Interest Treatment Impaired or Entitlement to
Unimpaired Vote on the Plan6
3 PBGC Claims In accordance with the PBGC Settlement, except to the extent Impaired Yes
otherwise expressly provided under the Plan Settlement as set
forth in Section 9.2 of this Plan, PBGC shall receive from the
Liquidating Trust, (i) the PBGC Liquidating Trust Priority
Interest and (ii) in respect of the Allowed PBGC Unsecured
Claims, PBGC's Pro Rata share of(x) the General Unsecured
Liquidating Trust Interests and (y) the Specified Unsecured
Liquidating Trust Interests, in full and final satisfaction,
settlement, release, and discharge of all PBGC Claims against
any Debtor (other than Kmart Corp., Kmart Stores of Illinois
LLC,Kmart of Washington LLC,and Sears Holdings Corp.)for
which the Plan is confirmed
4 General Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Claims Plan, except to the extent that a holder of an Allowed General
Unsecured Claim agrees with the Debtors (subject to the
Creditors' Committee Notice Procedures)prior to the Effective
Date, or the Liquidating Trust after the Effective Date, to less
favorable treatment, in full and final satisfaction, settlement,
release,and discharge of an Allowed General Unsecured Claim,
each such holder thereof shall receive its Pro Rata share of(i)the
General Unsecured Liquidating Trust Interests and (ii) the
Specified Unsecured Liquidating Trust Interests;provided, that
for the avoidance of doubt,no Specified Unsecured Liquidating
Trust Interests shall be granted to holders of Allowed ESL
Unsecured Claims
5 ESL Unsecured Subject to the Plan Settlement as provided in Section 9.2 of this Impaired Yes
Claims Plan and section 9.13(c) of the Asset Purchase Agreement,
except to the extent that a holder of an Allowed ESL Unsecured
Claim against all Debtors other than(i)Kmart Corp.,(ii)Kmart
Stores of Illinois LLC,(iii)Kmart of Washington LLC,and(iv)
Sears Holdings Corp., agrees with the Debtors (subject to the
consent of the Creditors' Committee, not to be unreasonably
withheld)prior to the Effective Date,provided,that,prior to the
Effective Date the Creditors' Committee shall have consent
rights with respect to the Allowance or settlement of any ESL
Unsecured Claims that were not Allowed pursuant to the Sale
Order, or the Liquidating Trust after the Effective Date, to less
favorable treatment, in full and final satisfaction, settlement,
release, and discharge of such Allowed ESL Unsecured Claim,
each such holder thereof shall receive its Pro Rata share of the
General Unsecured Liquidating Trust Interests
22
33235-01
Claims and Interests for All Other Debtors
Claim orImpaired or Entitlement to
Class Treatment
Interest Unimpaired Vote on the Plan6
6 Intercompany On the Effective Date, pursuant to the Plan Settlement as Impaired No
Claims provided in Section 9.2 of this Plan, except as provided in (Deemed to Reject)
Section 9.2(e),no separate distributions shall be made under the
Plan on account of Intercompany Claims,and such Claims shall
be extinguished by distribution,contribution,or otherwise,in the
discretion of the Debtors (subject to the Creditors' Committee
Notice Procedures)and in accordance with section 9.2(a) of the
Asset Purchase Agreement
7 Intercompany On or after the Effective Date,all Intercompany Interests shall Impaired
No
Interests be cancelled. Each such holder thereof shall neither receive nor (Deemed to Reject)
retain any property of the Estate or direct interest in property of
the Estate of the Debtors on account of such Intercompany
Interest
8 Subordinated Holders of Subordinated Securities Claims shall not receive or Impaired
No
Securities Claims retain any property under the Plan on account of such (Deemed to Reject)
Subordinated Securities Claims. On the Effective Date,all
Subordinated Securities Claims shall be deemed cancelled
without further action by or order of the Bankruptcy Court,and
shall be of no further force and effect,whether surrendered for
cancellation or otherwise
23
33235-01
Annex B'
Select Plan Provisions
Select Defined Terms
"Exculpated Parties"means collectively: (a)the Debtors; (b)the Creditors' Committee and each of its members in
their official capacity;(c)with respect to each of the foregoing entities in clauses(a)through(b),all Related Parties;
provided, that ESL Parties shall not be Exculpated Parties under the Plan. For the avoidance of doubt, each of the
Debtors' post-Commencement Date directors, officers, and employees (other than the ESL Parties) shall be
Exculpated Parties under the Plan.
"Related Parties"means with respect to any Released Party or Exculpated Party,such Party's successors and assigns,
managed accounts or funds, and all of their respective postpetition officers, postpetition directors, postpetition
principals, postpetition employees, postpetition agents, postpetition trustees, postpetition advisory board members,
financial advisors, attorneys, accountants, actuaries, investment bankers, consultants, representatives, management
companies, fund advisors and other professionals, and persons' respective heirs, executors, estates, servants, and
nominees,including the Restructuring Committee,Restructuring Subcommittee,and each of its respective members;.
provided,that,any ESL Party shall not be a Related Party.
"Released Parties"means in each case,solely in their capacities as such:(a)the Debtors;(b)the Creditors'Committee
and each of its members;(c)the Liquidating Trustee; (d)the Liquidating Trust Board;(e)with respect to each of the
foregoing entities in clauses(a)through(d),all Related Parties;provided,that,with respect to each of the foregoing
entities in clause(c)and(d), each shall not be released for any post-Effective Date conduct; provided, further,that
the following entities shall not be "Released Parties"under the Plan: (i)the ESL Parties; (ii) any person or Entity
against which any action has been commenced on behalf of the Debtors or their Estates,in this Bankruptcy Court or
any court of competent jurisdiction prior to the Confirmation Hearing; (iii)any Entity identified as a defendant or a
potential defendant of an Estate Cause of Action in the Plan Supplement;and(iv)any subsequent transferee of any of
the foregoing with respect to any Assets of the Debtors;provided, further,that recovery on account of any Causes of
Action against the Specified Directors and Officers, solely with respect to D&O Claims, shall be subject to the
limitations set forth in Section 15.11.
"Specified Directors and Officers"means any person who is a director of any of the Debtors on the Effective Date
and any person who was an officer of any of the Debtors immediately prior to the closing of the Sale Transaction,
each in their capacity as a director or officer of the Debtors,as applicable.
"D&O Claim"means any Preserved Cause of Action against the Specified Directors and Officers.
Section 15.7 of the Plan:Term of Injunctions or Stays:Unless otherwise provided herein,the Confirmation Order,
or in a Final Order of the Bankruptcy Court, all injunctions or stays arising under or entered during the Chapter 11
Cases under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date,
shall remain in full force and effect until the later of the Effective Date and the date indicated in the order providing
for such injunction or stay.
Section 15.8 of the Plan: Injunction: (a)Upon entry of the Confirmation Order,all holders of Claims and Interests
and other parties in interest, along with their respective present or former employees, agents, officers, directors,
principals, and affiliates, shall be enjoined from taking any actions to interfere with the implementation or
consummation of the Plan;(b)Except as expressly provided in the Plan,the Confirmation Order,or a separate order
of the Bankruptcy Court,all Entities who have held,hold,or may hold Claims against or Interests in any or all of the
Debtors(whether proof of such Claims or Interests has been filed or not and whether or not such Entities vote in favor
of, against or abstain from voting on the Plan or are presumed to have accepted or deemed to have rejected the Plan)
'Annex B is qualified in its entirety by reference to the Plan.
33235-01
and other parties in interest, along with their respective present or former employees, agents, officers, directors,
principals,and affiliates are permanently enjoined,on and after the Effective Date,with respect to such Claims and
Interests, from(i) commencing, conducting,or continuing in any manner, directly or indirectly, any suit, action, or
other proceeding of any kind(including any proceeding in a judicial,arbitral,administrative or other forum)against
or affecting the Debtors or the Liquidating Trust or the property of any of the Debtors or the Liquidating Trust, (ii)
enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise recovering by any
manner or means, whether directly or indirectly, any judgment, award, decree, or order against the Debtors or the
Liquidating Trust or the property of any of the Debtors or the Liquidating Trust,(iii)creating,perfecting,or otherwise
enforcing in any manner,directly or indirectly,any encumbrance of any kind against the Debtors
orthe
Liquidly og
Trust or the property of any of the Debtors or the Liquidating Trust, (iv) asserting any right
ofindirectly, against any obligation due from the Debtors or the Liquidating Trust or against property or interests
in
property of any of the Debtors or the Liquidating Trust; and(v) acting or proceeding in any maner, in any y placela
c
whatsoever, that does not conform to or comply with the provisions of the Plan; (c) By accepting
ns
pursuant to the Plan,each holder of an Allowed Claim extinguished or released pursuant to the Plan shall be deemed
to have affirmatively and specifically consented to be bound by the Plan, including the injunctions set forth in this
Section 15.8;(d)The injunctions in this Section 15.8 shall extend to any successors of the Debtors and their respective
property and interests in property.
Section 15.9 of the Plan:Releases: (a)Debtor Release. As of the Effective Date,except for the right to enforce the
Plan or any right or obligation arising under the Definitive Documents that remain in effect after the Effective Date,
for good and valuable consideration, on and after the Effective Date, the Released Parties shall be deemed released
and discharged,by the Debtors,the Liquidating Trust,and the Estates,and any Entity seeking to exercise the rights
of or on behalf of the Estates, and any successors to the Debtors or any Estate representative appointed or selected
pursuant to section 1123(b)(3)of the Bankruptcy Code,to the maximum extent permitted by law,as Liquidating ch law
wmay
Trbe
eextended subsequent to the Effective Date,from any and all Causes of Action that the Debtors,
or the Debtors' Estates would have been legally entitled to assert in their own right (whether individually or
collectively) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any
manner arising from, in whole or in part,the Debtors, the Debtors' Estates, the conduct of the Deebttors' busiase,sesses,
the filing and administration of the Chapter 11 Cases,including the Asset Purchase Agreement,
or
rescission of the purchase or sale of any security of the Debtors,the subject matter of, or the transactions or events
giving rise to,any Claim or Interest that is treated in the Plan,the business or contractual arrangements between any
Debtor and any Released Party,the restructuring of any Claim or Interest before or during the Chapter 11 Cases,the
Disclosure Statement, the Plan, and the Definitive Documents, or any related agreements, instruments, or other
documents,and the negotiation,formulation,or preparation or implementation thereof,the solicitation of votes with
respect to the Plan,or any other act or omission,in all cases based upon any act or omission,transaction,agreement,
or other event taking place on or before the Effective Date; provided, that, nothing in this Section 15.9(a) shall be
construed to release the Released Parties from gross negligence, willful misconduct, criminal misconduct
or
intentional fraud as determined by a Final Order by a court of competent jurisdiction;provided,
further,that
shall be construed to release the Released Parties from any Canadian Causes of Action. For the avoidance of doubt,
nothing herein shall release any Claim or Cause of Action that is expressly preserved and not released pursuant to the
terms of the Asset Purchase Agreement. The foregoing releasing parties shall be permanently enjoined from
prosecuting any of the foregoing Claims or Causes of Action released under this Section 15.9(a)against each of the
Released Parties. (b)Third Party Releases. As of the Effective Date,except for the right to enforce the Plan or any
right or obligation arising under the Definitive Documents that remains in effect after the Effective Date(including
the right of the Liquidating Trust to prosecute,enforce,abandon,settle,compromise,release,withdraw,or litigate to
judgment any Preserved Causes of Action, including the Specified Causes of Action), for good and valuable
consideration,on and after the Effective Date,in accordance with section 1141 of the Bankruptcy Code, each of the
Released Parties shall be deemed released and discharged,to the maximum extent permitted by law,as such law may
be extended subsequent to the Effective Date,except as otherwise provided herein,by each of the following(all such
persons or Entities,the"Releasing Parties"):(i)the holders of all Claims who vote to accept the Plan,(ii)the holders
of Claims who reject the Plan or abstain from voting on the Plan and do not opt out of these releases on the Ballots,
y
(iii)each of the Released Parties(other than the Debtors),and(iv)with respect to
ollnentityentin i led foreggoing clauses Claims(i)through(iii), (x) such entity's predecessors, successors,and assigns, and(y) persons
through or on behalf of such entities with respect to the matters for which the releasing entities are providing releases;
in each case,from any and all Causes of Action that such Entity would have been legally entitled to assert in its own
right(whether individually or collectively)based on or relating to,or in any manner arising from,in whole or in part,
2
33235-01
the Debtors,the Debtors'Estates,the Plan,the filing and administration of the Chapter 11 Cases,including the Asset
Purchase Agreement, the Sale Transaction, the purchase, sale or rescission of the purchase or sale of any security of
the Debtors, the subject matter of, or the transactions or events giving rise to,any Claim or Interest that is treated in
the Plan, the business or contractual arrangements between any Debtor and any Released Party(other than assumed
contracts or leases),the restructuring of Claims and Interests before or during the Chapter 11 Cases,the negotiation,
formulation,preparation or consummation of the Plan(including the Plan Supplement),the Definitive Documents,or
any related agreements, instruments or other documents, or the solicitation of votes with respect to the Plan, in all
cases based upon any other act or omission,transaction,agreement,event or other occurrence taking place on or before
the Effective Date; provided, that,nothing in this Section 15.9(b) shall be construed to release the Released Parties
from gross negligence, willful misconduct, criminal misconduct or intentional fraud as determined by a Final Order
by a court of competent jurisdiction;provided,further,that,nothing in this Section 15.9(b)shall be construed to release
any Claim or Cause of Action relating to or arising from the Sale Transaction following entry of the Sale Order by the
Bankruptcy Court;provided,further,that nothing shall be construed to release the Released Parties from any Canadian
Causes of Action. The Releasing Parties shall be permanently enjoined from prosecuting any of the foregoing Claims
or Causes of Action released under this Section 15.9(b)against each of the Released Parties. For the avoidance of
doubt,notwithstanding anything to the contrary herein, the releases set forth in Section 15.9(b)of the Plan shall not
apply to any investor that does not qualify as an"Accredited Investor"(within the meaning of rule 501(a)of Regulation
D of the Securities Act of 1933).
Section 15.10 of the Plan: Exculpation: To the maximum extent permitted by applicable law,no Exculpated Party
will have or incur, and each Exculpated Party is hereby released and exculpated from, any claim, obligation, suit,
judgment,damage,demand,debt,right, Cause of Action,remedy, loss,and liability for conduct occurring on or after
the Commencement Date in connection with or arising out of the filing and administration of the Chapter 11 Cases,
including the Asset Purchase Agreement; the negotiation and pursuit of the Disclosure Statement, the restructuring
transactions, the Plan, or the solicitation of votes for, or confirmation of, the Plan; the funding or consummation of
the Plan(including the Plan Supplement),the Definitive Documents,or any related agreements,instruments,or other
documents,the solicitation of votes on the Plan,the offer,issuance,and Distribution of any securities issued or to be
issued pursuant to the Plan,whether or not such Distributions occur following the Effective Date; the occurrence of
the Effective Date, negotiations regarding or concerning any of the foregoing; or the administration of the Plan or
property to be distributed under the Plan;the wind down of the businesses of any of the Debtors; or the transactions
in furtherance of any of the foregoing;except for acts or omissions of an Exculpated Party arising out of or related to
acts or omissions that constitute fraud,gross negligence,criminal misconduct or willful misconduct.This exculpation
shall be in addition to,and not in limitation of,all other releases, indemnities, exculpations,and any other applicable
law or rules protecting such Exculpated Parties from liability.
Section 15.11 of the Plan: Limitations on Executable Assets with Respect to the D&O Claims:Any recovery by
or on behalf of the Liquidating Trust (and the beneficiaries thereof) on account of any Preserved Cause of Action
against any of the Specified Directors and Officers, solely in his or her capacity as a director of the Debtors prior to
the Effective Date, or officer of the Debtors prior to the closing of the Sale Transaction, as applicable, including in
each case by way of settlement or judgment,shall be limited to the Debtors'available D&O Policies'combined limits,
after payment from such D&O Policies of any and all covered costs and expenses incurred by the covered parties in
connection with the defense of any D&O Claim(the"D&O Insurance Coverage").No party,including the Liquidating
Trust,shall execute,garnish or otherwise attempt to collect on any settlement of or judgment in the D&O Claims upon
any assets of the Specified Directors and Officers on account of any Preserved Cause of Action except to the extent
necessary to trigger the D&O Insurance Coverage. In the event D&O Insurance Coverage is denied for any settlement
or judgment in the Liquidating Trust's favor,the Specified Directors and Officers shall assign any claims for coverage
or other rights of recovery they may have against the D&O Policy insurers to the Liquidating Trust.
3
SRF 33235-03
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
x
In re
•
Chapter 11
SEARS HOLDINGS CORPORATION,et al.,
•
Case No. 18-23538 (RDD)
Debtors.' (Jointly Administered)
x
GENERAL BALLOT
FOR ACCEPTING OR REJECTING JOINT CHAPTER 11 PLAN OF
SEARS HOLDINGS CORPORATION AND ITS AFFILIATED DEBTORS
Class 4 -General Unsecured Claims
PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS BALLOT.
TO HAVE YOUR VOTE COUNTED TOWARD CONFIRMATION OF THE PLAN (AS DEFINED BELOW), YOU MUST
COMPLETE, SIGN, AND RETURN THIS BALLOT (THE "BALLOT") SO THAT THIS BALLOT IS ACTUALLY
RECEIVED BY PRIME CLERK, LLC (THE "VOTING AGENT") PRIOR TO 5:00 P.M., PREVAILING EASTERN TIME
ON AUGUST 2,2019 (THE "VOTING DEADLINE")UNLESS EXTENDED BY THE DEBTORS.
This Ballot is provided to you by Sears Holdings Corporation and its debtor affiliates, as debtors and debtors in
possession in the above-captioned chapter 11 cases (collectively, the "Debtors"), to solicit your vote to accept or reject the Second
Amended Joint Chapter 11 Plan of Sears Holdings Corporation and Its Affiliated Debtors,dated June 28,2019(as it may be amended,
modified,and supplemented,the"Plan").2 The Plan is attached as Exhibit A to the Disclosure Statement for the Second Amended Joint
Chapter 11 Plan of Sears Holdings Corporation and Its Affiliated Debtors,dated June 28,2019(as it may be amended,modified,and
supplemented, the"Disclosure Statement") (ECF No. 4390), which is available online at https://restructuring.primeclerk.com/sears.
All capitalized terms used but not defined herein or in the enclosed voting instructions have the meanings ascribed to such terms in the
Plan. The Disclosure Statement provides information to assist you in deciding how to vote on the Plan.You should review the Disclosure
Statement and the Plan in their entirety before you vote.You may wish to seek independent legal advice concerning the Plan and your
classification and treatment under the Plan.
The Debtors in these chapter 11 cases,along with the last four digits of each Debtor's federal tax identification number,are as follows:
Sears Holdings Corporation(0798);Kmart Holding Corporation(3116);Kmart Operations LLC(6546);Sears Operations LLC(4331);
Sears, Roebuck and Co. (0680); ServiceLive Inc. (6774); SHC Licensed Business LLC (3718); A&E Factory Service, LLC (6695);
A&E Home Delivery, LLC (0205); A&E Lawn & Garden, LLC (5028); A&E Signature Service, LLC (0204); FBA Holdings Inc.
(6537); Innovel Solutions, Inc. (7180); Kmart Corporation (9500); MaxServ, Inc. (7626); Private Brands, Ltd. (4022); Sears
Development Co. (6028); Sears Holdings Management Corporation (2148); Sears Home & Business Franchises, Inc. (6742); Sears
Home Improvement Products, Inc. (8591); Sears Insurance Services, L.L.C. (7182); Sears Procurement Services, Inc. (2859); Sears
Protection Company(1250);Sears Protection Company(PR)Inc.(4861);Sears Roebuck Acceptance Corp.(0535);Sears,Roebuck de
Puerto Rico, Inc. (3626); SYW Relay LLC (1870); Wally Labs LLC (None); SHC Promotions LLC (9626); Big Beaver of Florida
Development, LLC (None); California Builder Appliances, Inc. (6327); Florida Builder Appliances, Inc. (9133); KBL Holding Inc.
(1295); KLC, Inc. (0839);Kmart of Michigan,Inc. (1696); Kmart of Washington LLC (8898);Kmart Stores of Illinois LLC (8897);
Kmart Stores of Texas LLC(8915);MyGofer LLC(5531);Sears Brands Business Unit Corporation(4658);Sears Holdings Publishing
Company, LLC. (5554); Sears Protection Company (Florida), L.L.C. (4239); SHC Desert Springs, LLC (None); SOE, Inc. (9616);
StarWest,LLC(5379);STI Merchandising,Inc.(0188);Troy Coolidge No. 13,LLC(None);BlueLight.com,Inc.(7034);Sears Brands,
L.L.C. (4664); Sears Buying Services, Inc. (6533); Kmart.com LLC (9022); Sears Brands Management Corporation(5365); and SRe
Holding Corporation (4816). The location of the Debtors' corporate headquarters is 3333 Beverly Road, Hoffman Estates, Illinois
60179.
2 Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
VOTER ID: 252494 1111111111111111111111111111111111 111
182353800984950
SRF 33235-03
If you have any questions on how to properly complete this Ballot, please call the Voting Agent at(844) 384-4460
(domestic toll-free) or (929) 955-2419 (international). THE VOTING AGENT IS NOT AUTHORIZED TO, AND WILL NOT,
PROVIDE LEGAL ADVICE.
This Ballot is to be used for voting by holders of certain Claims in Class 4-General Unsecured Claims.
This Ballot should not be sent to the Debtors,the Bankruptcy Court,or the Debtors' financial or legal advisors.
This Ballot is solely for purposes of voting to accept or reject the Plan and not for the purpose of allowance or
disallowance of,or distribution on account of,the Class 4-General Unsecured Claims.
INSTRUCTIONS FOR COMPLETING THE BALLOT
This Ballot is submitted to you to solicit your vote to accept or reject the Plan. The terms of the Plan are described in
the Disclosure Statement, including all exhibits thereto. PLEASE READ THE PLAN AND THE DISCLOSURE STATEMENT
CAREFULLY BEFORE COMPLETING THIS BALLOT.
To have your vote counted,you must complete,sign,and return this Ballot so that it its received by the Voting
Agent no later than the Voting Deadline, unless such time is extended by the Debtors. Ballots must be delivered to the Voting
Agent (i) at an appropriate address listed below or (ii) via the Voting Agent's E-Ballot platform by visiting
https://restructuring.primeclerk.com/sears, clicking on the "E-Ballot" link and following the instructions set forth on the
website. Holders are encouraged to submit their Ballots via the E-Ballot platform. If you choose to submit your Ballot via the
E-Ballot platform, you should NOT submit your hard copy Ballot as well. Please choose only one method of return for your
Ballot.
If by standard or overnight mail or hand delivery:
Sears Holdings Corporation Ballot Processing
c/o Prime Clerk,LLC
One Grand Central Place
60 East 42nd Street,Suite 1440
New York,NY 10165
If by electronic submission:
Visit https://restructuring.primeclerk.com/sears. Click on the"E-Ballot"section of the Debtors'
website and follow the directions to submit your E-Ballot. If you choose to submit your Ballot
via Prime Clerk's E-Ballot system,you should not also return a hard copy of your Ballot.
IMPORTANT NOTE:You will need the following information to retrieve and submit your
customized E-Ballot:
Unique E-Ballot ID#: 182353800984950
"E-Balloting"is the sole manner in which Ballots will be accepted via electronic transmission.
Ballots will not be accepted by e-mail,telecopy,facsimile,or other electronic means of transmission(except via
the Voting Agent's E-Ballot platform).
The following Ballots will not be counted in determining the acceptance or rejection of the Plan: (i)any Ballot
that is illegible or contains insufficient information to permit the identification of the voting creditor, (ii) any Ballot cast by a
Person that does not hold a Claim in a Class entitled to vote on the Plan,(iii)any Ballot that does not contain an original signature
(for the avoidance of doubt, Ballots submitted through E-Ballot shall be deemed as containing an original signature), (iv) any
Ballot cast for a Claim identified in the Debtors' schedules of liabilities as unliquidated, contingent, or disputed for which no
proof of Claim was timely filed; (v)any vote cast by an ESL Party using a Class 4 General Unsecured Claims Ballot,or(vi)any
Ballot transmitted to the Voting Agent by e-mail,facsimile,or electronic transmission,or other electronic means(other than by
E-Ballot). An otherwise properly completed, executed, and timely returned Ballot failing to indicate either acceptance or
rejection of the Plan or indicating both acceptance and rejection of the Plan will not be counted.
To properly complete the Ballot,you must follow the procedures described below:
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a. Make sure that the information contained in Item 1 is correct, including the Debtor against which your Claim is
asserted and the amount of your Claim;
b. If you have a Claim in Class 4—General Unsecured Claims,cast one vote to accept or reject the Plan by checking the
appropriate box in Item 2;
c. If you vote to reject the Plan or abstain from voting on the Plan and elect to opt-out of the releases contained in Section
15.9 of the Plan,you must check the box in Item 3. Election to withhold consent is at your option. The failure to do
so,whether or not you vote on the Plan,will be deemed your consent to the releases contained in Section 15.9 of the
Plan to the fullest extent permitted by applicable law. Holders of Claims who accept the Plan may not opt-out of the
releases contained in Section 15.9 of the Plan.
d. If you vote to accept the Plan by checking the "accept"box in Item 2, but you also check the box in Item 3, your
election to opt-out with respect to the releases contained in Section 15.9 of the Plan will not be counted,as your vote
in favor of the Plan shall be deemed a consent to the releases set forth in Section 15.9 of the Plan to the fullest extent
permitted by applicable law.
e. If you are completing this Ballot on behalf of another entity,indicate your relationship with such entity and the capacity
in which you are signing on the appropriate line in Item 4. By submitting the Ballot you are certifying that you have
authority to so act and agree to provide documents evidencing such authority upon request(e.g.,a power of attorney
or a certified copy of board resolutions authorizing you to so act);
f. If you hold other Class 4 —General Unsecured Claims against other Debtors, or Claims in other Classes you may
receive more than one Ballot. Your vote will be counted in determining acceptance or rejection of the Plan by a
particular Class of Claims against a particular Debtor only if you complete,sign,and return the Ballot labeled for such
Class of Claims in accordance with the instructions on that Ballot. Each Ballot votes only your Claims indicated on
that Ballot. Please complete and return each Ballot you receive;
g. You must vote all your Claims against a particular Debtor within a single Class under the Plan either to accept or
reject the Plan;
h. If more than one timely, properly completed Ballot is received, only the last properly completed Ballot received by
the Voting Agent will be counted,unless the holder of the Claim receives Bankruptcy Court approval otherwise;
i. If you believe that you have received the wrong Ballot,please contact the Voting Agent immediately;
j. Provide your name,mailing address,and any remaining information requested;
k. Sign and date your Ballot;and
1. Return your Ballot with an original signature to the Voting Agent. For the avoidance of doubt,a Ballot submitted by
the E-Ballot platform shall be deemed to bear an original signature.
No Ballot shall constitute or be deemed a proof of Claim or an assertion of Claim.
In the event that (i) the Debtors revoke or withdraw the Plan or (ii) the Confirmation Order is not entered or
consummation of the Plan does not occur, this Ballot shall automatically be null and void and deemed withdrawn without any
requirement of affirmative action by or notice to you.
THE DEBTORS INTEND TO REQUEST AT CONFIRMATION THAT IF NO VOTES TO ACCEPT OR
REJECT THE PLAN ARE RECEIVED WITH RESPECT TO A PARTICULAR CLASS, SUCH CLASS IS DEEMED TO
HAVE VOTED TO ACCEPT THE PLAN. THE COURT WILL DETERMINE WHETHER SUCH RELIEF IS GRANTED
AT THE CONFIRMATION HEARING.
IF YOU (I)HAVE ANY QUESTIONS REGARDING THIS BALLOT, (II)DID NOT RECEIVE A RETURN
ENVELOPE WITH YOUR BALLOT,(III)DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR PLAN,
OR (IV) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED MATERIALS, PLEASE CONTACT
THE VOTING AGENT AT (844) 384-4460 (DOMESTIC TOLL-FREE) OR (929) 955-2419 (INTERNATIONAL), OR BY E-
MAILING SEARSINFO@PRIMECLERK.COM WITH A REFERENCE TO "SEARS" IN THE SUBJECT LINE. PLEASE
DO NOT DIRECT ANY INQUIRIES TO THE BANKRUPTCY COURT. THE VOTING AGENT IS NOT AUTHORIZED
TO,AND WILL NOT,PROVIDE LEGAL ADVICE.
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PLEASE SEE"SELECT PLAN PROVISIONS" (ATTACHED HERETO AS ANNEX A) FOR IMPORTANT
INFORMATION REGARDING THE DISCHARGE,INJUNCTION,RELEASES,AND EXCULPATIONS IN THE PLAN
PLEASE COMPLETE THE FOLLOWING:
Item 1. Amount of Class 4-General Unsecured Claims. For purposes of voting to accept or reject the Plan,the undersigned certifies
that as of May 9, 2019, the undersigned holds Class 4-General Unsecured Claims against the Debtor listed below in the aggregate
amount set forth below.
Claim Amount:3 $ 15.00
Debtor: GUC against Kmart Corporation
Item 2. Vote on the Plan. The undersigned holder of Class 4-General Unsecured Claims in the amount set forth in Item 1 above
hereby votes to:
Check one box: Accept the Plan
Reject the Plan
IMPORTANT INFORMATION REGARDING CERTAIN RELEASES BY HOLDERS OF CLAIMS:
IF YOU VOTE TO ACCEPT THE PLAN, YOU WILL BE DEEMED TO GRANT THE RELEASES FOUND IN
SECTION 15.9 OF THE PLAN REGARDLESS OF WHETHER YOU CHECK THE BOX IN ITEM 3 BELOW. IF YOU
VOTE TO REJECT THE PLAN OR ABSTAIN AND SUBMIT A BALLOT WITHOUT CHECKING THE BOX IN ITEM 3
BELOW, YOU WILL BE DEEMED TO CONSENT TO THE RELEASES SET FORTH IN SECTION 15.9 OF THE PLAN.
IF YOU FAIL TO SUBMIT A BALLOT,YOU WILL BE DEEMED TO HAVE CONSENTED TO THE RELEASES FOUND
IN SECTION 15.9 OF THE PLAN.
IF YOU VOTE TO REJECT THE PLAN OR ABSTAIN, YOU MUST OPT OUT OF THE RELEASES PROVIDED IN
SECTION 15.9 OF THE PLAN BY CHECKING THE BOX IN ITEM 3 BELOW,IN ORDER TO NOT BE BOUND BY SUCH
RELEASES.
Item 3. Optional Release Election. COMPLETE THIS ITEM 3 ONLY IF YOU VOTED TO REJECT THE PLAN OR ARE
ABSTAINING FROM VOTING ON THE PLAN IN ITEM 2 ABOVE.
Check this box if you elect not to grant the releases contained in Section 15.9 of the Plan.' Election to withhold consent is your option.
The undersigned elects not to grant the releases contained in
Section 15.9 of the Plan.
Item 4. Acknowledgements and Certification. By signing this Ballot,the undersigned acknowledges that the undersigned has been
provided with a Confirmation Hearing Notice as well as instructions on how to access a copy of the Disclosure Statement(including the
Plan and all other exhibits thereto) and a copy of the Order approving the Disclosure Statement without exhibits. The undersigned
certifies that(i)it is the holder of the Class 4-General Unsecured Claims identified in Item 1 above,and/or(ii) it has full power and
authority to vote to accept or reject the Plan. The undersigned further acknowledges that the Debtors' solicitation of votes is subject to
all terms and conditions set forth in the Disclosure Statement,the Order approving the Disclosure Statement,and the procedures for the
solicitation of votes to accept or reject the Plan contained therein.
3 The amount indicated here is only for voting purposes and subject to the Voting Agent's tabulation rules.
4 See Annex A,attached,for Select Plan Provisions regarding the discharge, injunction,releases,and exculpations in the Plan,which
are qualified in their entirety by reference to the Plan.
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Print or Type Name of Claimant: COLLIER COUNTY CLERK OF COURTS
Signature:
Name of Signatory(if different than claimant):
If by Authorized Agent,Title of Agent:
Street Address:
City,State,Zip Code:
Telephone Number:
E-mail Address:
Date Completed:
Please check one or both of the below boxes if the above address is a change of address for the purpose(s)of:
❑ Future notice mailings in these chapter 11 cases;and/or
❑ Distributions,if any,upon your Claim in these chapter 11 cases.
Annex A5
Select Plan Provisions
Select Defined Terms
"Exculpated Parties"means collectively:(a)the Debtors;(b)the Creditors'Committee and each of its members in their official capacity;
(c)with respect to each of the foregoing entities in clauses(a)through(b),all Related Parties;provided,that ESL Parties shall not be
Exculpated Parties under the Plan. For the avoidance of doubt,each of the Debtors'post-Commencement Date directors,officers,and
employees(other than the ESL Parties)shall be Exculpated Parties under the Plan.
"Related Parties"means with respect to any Released Party or Exculpated Party,such Party's successors and assigns,managed accounts
or funds, and all of their respective postpetition officers, postpetition directors, postpetition principals, postpetition employees,
postpetition agents, postpetition trustees, postpetition advisory board members, financial advisors, attorneys, accountants, actuaries,
investment bankers,consultants,representatives,management companies,fund advisors and other professionals,and persons'respective
heirs,executors,estates, servants,and nominees,including the Restructuring Committee,Restructuring Subcommittee,and each of its
respective members;provided,that,any ESL Party shall not be a Related Party.
"Released Parties"means in each case,solely in their capacities as such:(a)the Debtors;(b)the Creditors' Committee and each of its
members; (c)the Liquidating Trustee; (d)the Liquidating Trust Board; (e)with respect to each of the foregoing entities in clauses(a)
through (d), all Related Parties; provided, that, with respect to each of the foregoing entities in clause (c) and (d), each shall not be
released for any post-Effective Date conduct; provided, further, that the following entities shall not be"Released Parties"under the
Plan: (i) the ESL Parties; (ii) any person or Entity against which any action has been commenced on behalf of the Debtors or their
Estates,in this Bankruptcy Court or any court of competent jurisdiction prior to the Confirmation Hearing;(iii)any Entity identified as
a defendant or a potential defendant of an Estate Cause of Action in the Plan Supplement;and(iv)any subsequent transferee of any of
the foregoing with respect to any Assets of the Debtors;provided,further,that recovery on account of any Causes of Action against the
Specified Directors and Officers,solely with respect to D&O Claims,shall be subject to the limitations set forth in Section 15.11.
"Specified Directors and Officers"means any person who is a director of any of the Debtors on the Effective Date and any person who
was an officer of any of the Debtors immediately prior to the closing of the Sale Transaction, each in their capacity as a director or
officer of the Debtors,as applicable.
"D&O Claim"means any Preserved Cause of Action against the Specified Directors and Officers.
5 The provisions herein are qualified in their entirety by reference to the Plan.
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Section 15.7 of the Plan:Term of Injunctions or Stays:Unless otherwise provided herein,the Confirmation Order,or in a Final Order
of the Bankruptcy Court,all injunctions or stays arising under or entered during the Chapter 11 Cases under section 105 or 362 of the
Bankruptcy Code,or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the later of the
Effective Date and the date indicated in the order providing for such injunction or stay.
Section 15.8 of the Plan: Injunction: (a)Upon entry of the Confirmation Order,all holders of Claims and Interests and other parties
in interest,along with their respective present or former employees,agents,officers,directors,principals,and affiliates,shall be enjoined
from taking any actions to interfere with the implementation or consummation of the Plan;(b)Except as expressly provided in the Plan,
the Confirmation Order,or a separate order of the Bankruptcy Court, all Entities who have held,hold, or may hold Claims against or
Interests in any or all of the Debtors(whether proof of such Claims or Interests has been filed or not and whether or not such Entities
vote in favor of,against or abstain from voting on the Plan or are presumed to have accepted or deemed to have rejected the Plan)and
other parties in interest,along with their respective present or former employees,agents,officers,directors,principals,and affiliates are
permanently enjoined,on and after the Effective Date,with respect to such Claims and Interests,from(i)commencing,conducting,or
continuing in any manner,directly or indirectly,any suit,action,or other proceeding of any kind(including any proceeding in a judicial,
arbitral,administrative or other forum)against or affecting the Debtors or the Liquidating Trust or the property of any of the Debtors or
the Liquidating Trust,(ii)enforcing,levying,attaching(including any prejudgment attachment),collecting,or otherwise recovering by
any manner or means,whether directly or indirectly,any judgment,award,decree,or order against the Debtors or the Liquidating Trust
or the property of any of the Debtors or the Liquidating Trust,(iii)creating,perfecting,or otherwise enforcing in any manner,directly
or indirectly, any encumbrance of any kind against the Debtors or the Liquidating Trust or the property of any of the Debtors or the
Liquidating Trust,(iv)asserting any right of setoff,directly or indirectly,against any obligation due from the Debtors or the Liquidating
Trust or against property or interests in property of any of the Debtors or the Liquidating Trust; and(v) acting or proceeding in any
manner, in any place whatsoever,that does not conform to or comply with the provisions of the Plan; (c)By accepting Distributions
pursuant to the Plan,each holder of an Allowed Claim extinguished or released pursuant to the Plan shall be deemed to have affirmatively
and specifically consented to be bound by the Plan, including the injunctions set forth in this Section 15.8; (d)The injunctions in this
Section 15.8 shall extend to any successors of the Debtors and their respective property and interests in property.
Section 15.9 of the Plan:Releases:(a)Debtor Release.As of the Effective Date,except for the right to enforce the Plan or any right or
obligation arising under the Definitive Documents that remain in effect after the Effective Date, for good and valuable consideration,
on and after the Effective Date,the Released Parties shall be deemed released and discharged,by the Debtors,the Liquidating Trust,
and the Estates, and any Entity seeking to exercise the rights of or on behalf of the Estates, and any successors to the Debtors or any
Estate representative appointed or selected pursuant to section 1123(b)(3)of the Bankruptcy Code,to the maximum extent permitted by
law,as such law may be extended subsequent to the Effective Date,from any and all Causes of Action that the Debtors,the Liquidating
Trust,or the Debtors' Estates would have been legally entitled to assert in their own right(whether individually or collectively)or on
behalf of the holder of any Claim or Interest or other Entity,based on or relating to,or in any manner arising from,in whole or in part,
the Debtors,the Debtors'Estates,the conduct of the Debtors'businesses,the filing and administration of the Chapter 11 Cases,including
the Asset Purchase Agreement,the purchase,sale or rescission of the purchase or sale of any security of the Debtors,the subject matter
of,or the transactions or events giving rise to,any Claim or Interest that is treated in the Plan,the business or contractual arrangements
between any Debtor and any Released Party, the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the
Disclosure Statement, the Plan, and the Definitive Documents, or any related agreements, instruments, or other documents, and the
negotiation,formulation,or preparation or implementation thereof,the solicitation of votes with respect to the Plan,or any other act or
omission, in all cases based upon any act or omission, transaction, agreement, or other event taking place on or before the Effective
Date; provided,that,nothing in this Section 15.9(a) shall be construed to release the Released Parties from gross negligence,willful
misconduct, criminal misconduct or intentional fraud as determined by a Final Order by a court of competent jurisdiction; provided,
further,that nothing shall be construed to release the Released Parties from any Canadian Causes of Action. For the avoidance of doubt,
nothing herein shall release any Claim or Cause of Action that is expressly preserved and not released pursuant to the terms of the Asset
Purchase Agreement. The foregoing releasing parties shall be permanently enjoined from prosecuting any of the foregoing Claims or
Causes of Action released under this Section 15.9(a)against each of the Released Parties. (b)Third Party Releases.As of the Effective
Date, except for the right to enforce the Plan or any right or obligation arising under the Defmitive Documents that remains in effect
after the Effective Date (including the right of the Liquidating Trust to prosecute, enforce, abandon, settle, compromise, release,
withdraw, or litigate to judgment any Preserved Causes of Action, including the Specified Causes of Action), for good and valuable
consideration, on and after the Effective Date, in accordance with section 1141 of the Bankruptcy Code, each of the Released Parties
shall be deemed released and discharged, to the maximum extent permitted by law, as such law may be extended subsequent to the
Effective Date,except as otherwise provided herein,by each of the following(all such persons or Entities,the"Releasing Parties"):(i)
the holders of all Claims who vote to accept the Plan,(ii)the holders of Claims who reject the Plan or abstain from voting on the Plan
and do not opt out of these releases on the Ballots, (iii)each of the Released Parties(other than the Debtors), and(iv)with respect to
any entity in the foregoing clauses(i)through(iii),(x) such entity's predecessors,successors,and assigns,and(y)all persons entitled
to assert Claims through or on behalf of such entities with respect to the matters for which the releasing entities are providing releases;
in each case, from any and all Causes of Action that such Entity would have been legally entitled to assert in its own right(whether
individually or collectively)based on or relating to,or in any manner arising from,in whole or in part,the Debtors,the Debtors'Estates,
the Plan, the filing and administration of the Chapter 11 Cases, including the Asset Purchase Agreement, the Sale Transaction, the
purchase, sale or rescission of the purchase or sale of any security of the Debtors,the subject matter of, or the transactions or events
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giving rise to, any Claim or Interest that is treated in the Plan,the business or contractual arrangements between any Debtor and any
Released Party(other than assumed contracts or leases),the restructuring of Claims and Interests before or during the Chapter 11 Cases,
the negotiation, formulation,preparation or consummation of the Plan(including the Plan Supplement),the Defmitive Documents,or
any related agreements,instruments or other documents,or the solicitation of votes with respect to the Plan,in all cases based upon any
other act or omission,transaction, agreement, event or other occurrence taking place on or before the Effective Date; provided,that,
nothing in this Section 15.9(b) shall be construed to release the Released Parties from gross negligence, willful misconduct, criminal
misconduct or intentional fraud as determined by a Final Order by a court of competent jurisdiction;provided, further,that,nothing in
this Section 15.9(b)shall be construed to release any Claim or Cause of Action relating to or arising from the Sale Transaction following
entry of the Sale Order by the Bankruptcy Court;provided,further,that nothing shall be construed to release the Released Parties from
any Canadian Causes of Action. The Releasing Parties shall be permanently enjoined from prosecuting any of the foregoing Claims or
Causes of Action released under this Section 15.9(b)against each of the Released Parties. For the avoidance of doubt,notwithstanding
anything to the contrary herein,the releases set forth in Section 15.9(b)of the Plan shall not apply to any investor that does not qualify
as an"Accredited Investor"(within the meaning of rule 501(a)of Regulation D of the Securities Act of 1933).
Section 15.10 of the Plan: Exculpation: To the maximum extent permitted by applicable law,no Exculpated Party will have or incur,
and each Exculpated Party is hereby released and exculpated from,any claim,obligation,suit,judgment,damage,demand,debt,right,
Cause of Action,remedy,loss,and liability for conduct occurring on or after the Commencement Date in connection with or arising out
of the filing and administration of the Chapter 11 Cases, including the Asset Purchase Agreement; the negotiation and pursuit of the
Disclosure Statement,the restructuring transactions,the Plan,or the solicitation of votes for, or confirmation of,the Plan;the funding
or consummation of the Plan(including the Plan Supplement),the Definitive Documents, or any related agreements, instruments, or
other documents, the solicitation of votes on the Plan, the offer, issuance, and Distribution of any securities issued or to be issued
pursuant to the Plan, whether or not such Distributions occur following the Effective Date; the occurrence of the Effective Date,
negotiations regarding or concerning any of the foregoing;or the administration of the Plan or property to be distributed under the Plan;
the wind down of the businesses of any of the Debtors; or the transactions in furtherance of any of the foregoing; except for acts or
omissions of an Exculpated Party arising out of or related to acts or omissions that constitute fraud, gross negligence, criminal
misconduct or willful misconduct. This exculpation shall be in addition to, and not in limitation of, all other releases, indemnities,
exculpations,and any other applicable law or rules protecting such Exculpated Parties from liability.
Section 15.11 of the Plan:Limitations on Executable Assets with Respect to the D&O Claims:Any recovery by or on behalf of the
Liquidating Trust(and the beneficiaries thereof)on account of any Preserved Cause of Action against any of the Specified Directors
and Officers, solely in his or her capacity as a director of the Debtors prior to the Effective Date,or officer of the Debtors prior to the
closing of the Sale Transaction,as applicable,including in each case by way of settlement or judgment,shall be limited to the Debtors'
available D&O Policies' combined limits, after payment from such D&O Policies of any and all covered costs and expenses incurred
by the covered parties in connection with the defense of any D&O Claim(the"D&O Insurance Coverage"). No party, including the
Liquidating Trust,shall execute,garnish or otherwise attempt to collect on any settlement of or judgment in the D&O Claims upon any
assets of the Specified Directors and Officers on account of any Preserved Cause of Action except to the extent necessary to trigger the
D&O Insurance Coverage. In the event D&O Insurance Coverage is denied for any settlement or judgment in the Liquidating Trust's
favor,the Specified Directors and Officers shall assign any claims for coverage or other rights of recovery they may have against the
D&O Policy insurers to the Liquidating Trust.
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