Sears Holdings (SHLD) Sets Date For Rights Offering of Sears Hometown (SHOS)

September 10, 2012 7:23 AM EDT Send to a Friend
Sears Holdings Corporation (NASDAQ: SHLD) today announced that its board of directors set the date on which Sears Holdings will distribute transferable subscription rights to purchase shares of common stock of Sears Hometown and Outlet Stores, Inc. on a pro rata basis to holders of Sears Holdings common stock.

As previously announced in a press release issued by Sears Holdings on August 28, 2012, the distribution of the subscription rights will be made to Sears Holdings' stockholders of record as of the close of business on September 7, 2012, the record date for the distribution. In the distribution, Sears Holdings stockholders will receive one transferable subscription right for each share of Sears Holdings common stock held as of the close of business on the Record Date, except that holders of Sears Holdings' restricted stock that is unvested as of the Record Date will receive cash awards in lieu of subscription rights.

Each subscription right will entitle its holder to purchase 0.218091 of a share of Sears Hometown common stock (the "Conversion Ratio"). The Conversion Ratio was determined by dividing the number of shares of Sears Hometown common stock outstanding on the Record Date by the number of shares of Sears Holdings' common stock (less the number of shares of Sears Holdings' unvested restricted stock) outstanding on the Record Date. Fractional shares or cash in lieu of fractional shares will not be issued in the rights offering. Instead, fractional shares resulting from the exercise of subscription rights will be eliminated by rounding down to the nearest whole share.

The exercise price of the subscription rights will be $15.00 per whole share of Sears Hometown.

Additionally, holders of subscription rights who fully exercise all of their subscription rights may also make a request to purchase additional shares of Sears Hometown common stock, through the exercise of the over-subscription privilege, although we cannot assure that any over-subscriptions will be filled. The subscription rights are transferable and are expected to begin trading on the NASDAQ Capital Market under the symbol "SHOSR" on September 12, 2012.

Following the separation, Sears Holdings will continue to be listed on the NASDAQ Global Select Market under the symbol "SHLD," while Sears Hometown expects to list its common stock on the NASDAQ Capital Market under the symbol "SHOS." We expect that the shares of Sears Holdings common stock will trade with an entitlement to subscription rights until an ex-dividend date has been established by NASDAQ.


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