OREANDA-NEWS. June 11, 2015. Sears Holdings Corporation (NASDAQ: SHLD) ("Sears Holdings") today announced that Seritage Growth Properties ("Seritage") has commenced a rights offering for at least 53,298,899 Class A common shares of Seritage pursuant to a Registration Statement on Form S-11 (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC").  The SEC declared the Registration Statement effective on June 9, 2015.

Under the terms of the rights offering, Sears Holdings is distributing to its stockholders, at no charge, one transferable subscription right for every share of Sears Holdings common stock held of record as of 5:00 p.m., New York City time, on June 11, 2015, the previously announced record date.  Each subscription right entitles the holder thereof to purchase one half of one common share of Seritage for each share of Sears Holdings common stock owned as of the record date at a purchase price of \\$29.58 per whole share.  In addition to being able to purchase their pro rata portion of the shares offered based on their ownership as of the record date for the rights offering, Sears Holdings stockholders may oversubscribe for additional Seritage common shares as described in the Registration Statement.

The proceeds from the rights offering will be used to fund a portion of the purchase price for the acquisition from Sears Holdings of 235 Sears- and Kmart-branded stores and Sears Holdings' 50% interests in joint ventures with each of Simon Property Group, Inc., General Growth Properties, Inc. and The Macerich Company, which joint ventures collectively hold an additional 31 properties.

Seritage intends to lease the substantial majority of the acquired properties, including those owned by the joint ventures, back to Sears Holdings, with the remaining stores being leased to third parties.  Under the terms of the master leases with Sears Holdings and the joint ventures, Seritage has the right to recapture space from Sears Holdings, allowing Seritage to reconfigure and rent the recaptured space to third-party tenants over time.

The subscription rights are listed on the New York Stock Exchange (the "NYSE") under the symbol "SRGRT."  Unless the rights offering is extended, trading of the subscription rights on the NYSE will cease at the close of business on June 26, 2015.

As soon as practicable after June 11, 2015, the record date for the rights offering, Sears Holdings will distribute subscription rights certificates to individuals who owned Sears Holdings common stock at 5:00 p.m., New York City time, on June 11, 2015.  The rights offering will expire at 5:00 p.m., New York City time, on July 2, 2015, unless extended.

The rights offering will be made only by means of a prospectus filed with the SEC.  The prospectus, including any supplements or amendments thereto, contains important information about the rights offering and Seritage, and holders of subscription rights are urged to read the prospectus carefully.  Questions about the rights offering or requests for additional copies of the rights offering documents may be directed to Georgeson Inc., Sears Holdings' information agent for the rights offering, by calling (866) 257-5415 (toll-free) or emailing SearsSeritageOffer@georgeson.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of such state or jurisdiction.