Sears Holdings Corp. (fka SHLDQ)

[Gold prospector]

Summary of the SHLDQ purchase agreement by ESL for new investors:

The Purchase Agreement provides for a total purchase price of approximately $5.2 billion, comprised of: $850 million in cash to be funded with the proceeds of a new $1.3 billion ABL Commitment; a credit bid of approximately $1.3 billion; the roll-over of (and release of the Debtors with respect to) approximately $621 million of senior indebtedness; the assumption of all of the outstanding liabilities of the SRC Entities, in the amount of approximately $592 million; $35 million in cash in consideration for the release and settlement of certain claims by Debtors; the assumption of up to $166 million of payment obligations with respect to goods ordered by the Sellers prior to the closing of the Going Concern Transaction (but as to which goods the Sellers have not yet taken delivery and title prior to closing); the assumption of up to $139 million of 503(b)(9) administrative priority claims; the obligation to reimburse the Sellers for up to $43 million of additional severance costs to be incurred by the Sellers; the assumption of all cure costs related to contracts to be assumed by Transform Holdco (estimated to be up to $180 million); the assumption of up to $134 million of property taxes with respect to the properties to be acquired by Transform Holdco; the obligation to pay up to $19 million in transfer taxes; the assumption of approximately $4 million in mechanics’ liens; up to $17 million in cash to purchase cash in store registers as of the closing of the Going Concern Transaction; share structure to remain intact; and the assumption of approximately $1.1 billion of assumed liabilities with respect to certain protection agreements, gift cards and accrued points under the Shop Your Way program.