Transform Holdco LLC To Acquire Sears Hometown And Outlet Stores Inc.

HOFFMAN ESTATES, Ill. — June 3, 2019 — Transform Holdco LLC (Transform or “the new Sears”) — an integrated retailer and home to Sears and Kmart, and Sears Hometown and Outlet Stores Inc. (Sears Hometown) — today announced that they have entered into a definitive merger agreement whereby Transform will acquire the outstanding shares of Sears Hometown not owned by ESL Investments Inc. and its affiliates for a price of $2.25 per share in cash, subject to an upward adjustment in the event a sale of Sears Hometown’s Outlet Segment has occurred that satisfies criteria specified in the merger agreement. ESL Investments, Inc. and its affiliates, the majority owners of Transform, presently hold 58 percent of the outstanding shares of Sears Hometown.

The transaction will reunite Sears and Kmart with Sears Hometown, which was spun off from Sears Holdings Corporation, the former parent company of Sears and Kmart, in 2012. Having these businesses under common ownership will accelerate Transform’s strategy of growing its smaller store format by adding Sears Hometown stores. It will also expand the company’s footprint as a multi-channel business that can serve customers through a variety of shopping experiences to meet their needs, provide growth for Transform’s marquee brands, including Kenmore® and DieHard®, and increase opportunities for Sears Home Services and Financial Services businesses, as well as the Shop Your Way® social shopping destination and rewards program.

Edward S. Lampert, chairman of Transform, said: “We are excited to bring Sears Hometown, its associates and network of independent dealers and franchisees back into the Sears and Kmart family. Our investment demonstrates our commitment to growing Transform for the benefit of our members and customers, associates, vendors and communities across the country. While, initially, the companies will operate independently, we see many opportunities where we can partner to serve our customers better and enjoy efficiencies of scale once these businesses are under one roof.”

Will Powell, CEO and president of Sears Hometown and Outlet Stores, said: “I believe this is the best path forward for Sears Hometown and serves the interests of all our constituents, including our customers, associates, dealers, franchisees and stockholders. We believe that reuniting our Sears Hometown segment stores with Transform’s Sears full-line stores will result in a more consistent customer experience across Sears branded storefronts, generate higher total revenues and leverage efficiencies of scale to improve costs and margins, all of which could lead to improved profitability for Sears Hometown’s dealers and franchisees.”

Sears Hometown presently maintains a network of 491 Hometown stores and 126 Outlet stores located in 49 states, Puerto Rico and Bermuda and generated $1.4 billion in net sales in 2018. When the two companies are combined, they will rank as the third largest appliance retailer in the United States in terms of sales.

Under the terms of the merger agreement, Sears Hometown has a specified period of time in which it can market and sell its Sears Outlet and Buddy’s Home Furnishing Stores businesses (together, the “Outlet Segment”) to a third party for not less than $97.5 million. If the Outlet Segment is sold in accordance with the terms of the merger agreement, it will not be acquired by Transform in the acquisition of Sears Hometown.

At the completion of the acquisition of Sears Hometown, each share of Sears Hometown’s outstanding common stock not owned by ESL Investments, Inc. and its affiliates will be converted into the right to receive a base amount in cash equal to $2.25 per share. If Sears Hometown completes a sale of the Outlet Segment in accordance with the terms of the merger agreement, this base amount will be subject to an upward adjustment equal to (i) the excess, if any, of the net proceeds received by Sears Hometown as a result of any sale of the Outlet Segment over $97.5 million, divided by (ii) the aggregate number of shares of Sears Hometown common stock and unvested Sears Hometown restricted stock units issued and outstanding as of the closing of the merger transaction. Sears Hometown must enter into an agreement to sell the Outlet Segment no later than August 24, 2019 (extendable by 10 days in specified circumstances) and the sale must be completed by October 23, 2019 (extendable by 15 days in specified circumstances). Under the terms of the Merger Agreement, Transform will have the opportunity to match the economic terms of any proposed sale of the Outlet Segment to a third party that is expected to result in net proceeds to Sears Hometown of less than $120 million.

“As we have been publicly reporting, the Outlet business is profitable and has a unique business strategy which should enable further growth,” Powell said.  We are now beginning the Outlet Segment sale process with interested parties, while continuing to operate the Outlet stores without any business interruption.”

“We will work with Transform over the coming months to ensure that our dealer network is in a position to leverage the best of Transform’s unique brands, services and online capabilities to bring additional value to their customers.”

The transaction was negotiated and approved by a special committee of Sears Hometown’s board of directors, consisting of an independent and disinterested director.

The closing of the transaction is expected to take place in Sears Hometown’s third quarter of 2019, at which time Sears Hometown will cease to be a publicly-held corporation.

Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel for Transform Holdco LLC. Shearman & Sterling LLP is serving as legal counsel and PJ SOLOMON is serving as financial advisor for Sears Hometown’s special committee.

June 3, 2019

Source: Transform Holdco, LLC