OSH 1 Liquidating Corp. Preferred Series A(fka OSHSQ)

[56Chevy]

Prospectus

http://www.quantumonline.com/search.cfm?tickersymbol=OSHSP&sopt=symbol

Preferred Stock

Our Amended and Restated Certificate of Incorporation will authorize our board of directors to designate and issue from time to time one or more series of preferred stock without shareholder approval. Our board of directors may fix and determine the preferences, limitations and relative rights of each series of preferred stock. There are no present plans to issue any shares of preferred stock other than the Preferred Stock that is being distributed in the Distribution.

Shares Outstanding. Immediately following the spin-off, we estimate that 4,806,000 shares of Preferred Stock will be issued and outstanding and held by approximately 15,757 shareholders of record, based on the ownership of Sears Holdings shares expected as of the record date. The actual number of our outstanding shares of Preferred Stock and the number of shareholders holding such shares following the spin-off will be determined on December 16, 2011, the record date.

Voting Rights. Except as required by law, the Preferred Stock shall not entitle the holders thereof to vote on any matter submitted for shareholder action, and the consent of the holders thereof shall not be required for the taking of any corporate action, provided that the terms of the Certificate of Designation of the Preferred Stock shall not, by merger, consolidation or otherwise, be amended, waived, altered or repealed without the affirmative vote of the holders of a majority of the voting power of the Preferred Stock, voting as a separate class.

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Table of Contents

Conversion. The Preferred Stock will not be convertible into shares of Common Stock or any other security of Orchard.

Dividends. The terms of the Preferred Stock do not entitle the holders thereof to any dividends. The terms of the Certificate of Designation of the Preferred Stock will provide that dividends and other distributions may not be paid on all or substantially all of the shares of our capital stock until all outstanding shares of the Preferred Stock have been redeemed in accordance with the terms of such Certificate of Designation or otherwise repurchased unless such dividend or distribution (i) has been unanimously approved by our board of directors, (ii) relates to a “poison pill” stockholder rights plan or (iii) is a distribution of cash in lieu of fractional shares made in connection with this Distribution. We do not expect to pay cash dividends on any shares of our capital stock for the foreseeable future.

Redemption. All, but not less than all, of the then-outstanding shares of Preferred Stock may be redeemed at a redemption price per share of Preferred Stock in cash equal to the Preferred Stock Per Share Liquidation Preference upon a date and time, or the happening of an event, determined by the affirmative vote of a majority of our board of directors and, (i) for as long as so long as ACOF, together with its affiliates and permitted transferees, holds shares of Class B Common Stock and Class C Common Stock representing at least 15% of the our total common stock outstanding (calculated without reference to any shares of our capital stock issued after the Distribution), such vote must include the vote of at least Class B/C Director and, (ii) for so long as ESL holds more shares of our common stock than ACOF, such vote must include at least one non-management Class A Director designated by the majority vote of the Class A Directors.

In addition, to the extent not prohibited by law or the Stockholders’ Agreement, Orchard may, at any time and from time to time, repurchase in the open market, in privately negotiated transactions or through tender offers or other transactions any amount of the then outstanding shares of Preferred Stock that it desires to repurchase at such sums and on such conditions as shall be negotiated between or among Orchard and one or more holders of Preferred Stock.

The terms of the Certificate of Designation of the Preferred Stock will provide that no shares of our capital stock, other than our Preferred Stock, may be redeemed, repurchased or otherwise acquired by us until all outstanding shares of the Preferred Stock have been redeemed in accordance with the terms of such Certificate of Designation or otherwise repurchased unless such redemption or repurchase (i) is made in connection with an employee incentive or benefit plan or other compensatory arrangement, (ii) has been unanimously approved by our board of directors, (iii) relates to a “poison pill” stockholder rights plan or (iv) is a distribution of cash in lieu of fractional shares made in connection with this Distribution.

Liquidation. In the event of any liquidation, dissolution or winding up of Orchard, whether voluntary or involuntary, before any payment or distribution of Orchard’s assets (whether capital or surplus) shall be made to or set apart for the holders of Common Stock, but after any payments or distributions are made on, or set apart for, any of Orchard’s indebtedness and to holders of any stock then outstanding that ranks senior to the Preferred Stock, holders of the Preferred Stock shall be entitled to receive an amount per share equal to the Preferred Stock Per Share Liquidation Preference but shall not be entitled to any further payment or other participation in any distribution of the assets of Orchard. If, upon any liquidation, dissolution or winding-up of Orchard, whether voluntary or involuntary, our assets, or proceeds thereof, distributable among the holders of the Preferred Stock are insufficient to pay in full the preferential amount aforesaid and liquidating payments on any stock then outstanding that is on a parity with the Preferred Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Preferred Stock and any other stock on a parity with the Preferred Stock, equally and ratably in proportion to the respective amounts that would be payable on such shares of Preferred Stock and any then outstanding stock on parity with the Preferred Stock, if all amounts payable thereon were paid in full.

http://www.sec.gov/Archives/edgar/data/896842/000119312511344104/d198486d424b3.htm#toc198486_16

*I personally wouldn't recommend participating in this bankruptcy. It's my opinion common equity and preferred shareholders get wiped out in the pending sale to Lowe's.