Sears Holdings (SHLD) to Partially Spin-Off Sears Canada Interest; Will Retain Majority Control
Tweet
Share
E-mailGet Alerts SHLD Hot Sheet
Join SI Premium – FREE
Sears Holdings Corporation (Nasdaq: SHLD) has approved plans to pursue a partial spin-off of its interest in Sears Canada Inc.
Holdings, which currently owns approximately 95% of the issued and outstanding common shares of Sears Canada, expects to distribute common shares of Sears Canada held by Holdings on a pro rata basis to holders of Holdings' common stock such that following the spin-off, Holdings will retain approximately 51% of the issued and outstanding common shares of Sears Canada. Subsequent to the spin-off, Holdings may sell, hold or distribute to holders of Holdings' common stock any portion of its remaining interest in Sears Canada.
Holdings expects Sears Canada to file documents with the Securities and Exchange Commission (the "SEC") and the Canadian Securities Administrators (the "CSA") over the next few months with the expectation of completing the proposed spin-off during the 2012 calendar year. Following the spin-off, Sears Canada will continue to be listed on the Toronto Stock Exchange. The spin-off is subject to a number of conditions, including approval of securities filings by the board of directors of Sears Canada, review by the relevant securities regulators and final approval of the Holdings board of directors.
Holdings believes that the spin-off will permit each of Sears Canada and Holdings to focus on their respective businesses and allocate resources to best optimize returns on assets employed. Holdings also believes that the spin-off will provide investors with a more targeted investment opportunity by having equity in two separate public companies, allow investors to participate in a direct investment in Sears Canada, and provide stockholders with increased flexibility of choice in what assets and securities they hold. In addition, Holdings believes that the spin-off will potentially enhance the liquidity of holders of Sears Canada's common shares. We expect that the spin-off will be taxable as a dividend to Holdings' stockholders.
Holdings expects to continue to include Sears Canada as a consolidated subsidiary in Holdings' Consolidated Financial Statements following the spin-off. Holdings has the right not to complete the spin-off if, at any time, Holdings' board of directors determines, in its sole discretion, that the spin-off is not in the best interests of Holdings or its stockholders or is otherwise not advisable.
Holdings, which currently owns approximately 95% of the issued and outstanding common shares of Sears Canada, expects to distribute common shares of Sears Canada held by Holdings on a pro rata basis to holders of Holdings' common stock such that following the spin-off, Holdings will retain approximately 51% of the issued and outstanding common shares of Sears Canada. Subsequent to the spin-off, Holdings may sell, hold or distribute to holders of Holdings' common stock any portion of its remaining interest in Sears Canada.
Holdings expects Sears Canada to file documents with the Securities and Exchange Commission (the "SEC") and the Canadian Securities Administrators (the "CSA") over the next few months with the expectation of completing the proposed spin-off during the 2012 calendar year. Following the spin-off, Sears Canada will continue to be listed on the Toronto Stock Exchange. The spin-off is subject to a number of conditions, including approval of securities filings by the board of directors of Sears Canada, review by the relevant securities regulators and final approval of the Holdings board of directors.
Holdings believes that the spin-off will permit each of Sears Canada and Holdings to focus on their respective businesses and allocate resources to best optimize returns on assets employed. Holdings also believes that the spin-off will provide investors with a more targeted investment opportunity by having equity in two separate public companies, allow investors to participate in a direct investment in Sears Canada, and provide stockholders with increased flexibility of choice in what assets and securities they hold. In addition, Holdings believes that the spin-off will potentially enhance the liquidity of holders of Sears Canada's common shares. We expect that the spin-off will be taxable as a dividend to Holdings' stockholders.
Holdings expects to continue to include Sears Canada as a consolidated subsidiary in Holdings' Consolidated Financial Statements following the spin-off. Holdings has the right not to complete the spin-off if, at any time, Holdings' board of directors determines, in its sole discretion, that the spin-off is not in the best interests of Holdings or its stockholders or is otherwise not advisable.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Evolution Petroleum closes $16M Midland Basin royalty acquisition
- CoStar Group acquires Zonda for $800M, adding new home data
- Andersen closes secondary offering of 4.9M shares at $44 each
Create E-mail Alert Related Categories
Corporate News, Mergers and AcquisitionsRelated Entities
DividendSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
