Sears Canada Inc. - Press Release and Early Warning Report Filed Under National Instrument 62-103

Sears Canada Inc. - Press Release and Early Warning Report Filed Under 
National Instrument 62-103 
TORONTO, Nov. 13, 2012 /CNW/ - 
1. Name and address of the offeror 
ESL Partners, L.P., a Delaware limited partnership ("Partners") 
ESL Investors, L.L.C., a Delaware limited liability company 
("Investors"), 
SPE I Partners, LP, a Delaware limited partnership ("SPE I"), 
SPE Master I, LP, a Delaware limited partnership ("SPE Master I"), 
RBS Partners, L.P., a Delaware limited partnership ("RBS"), 
ESL Institutional Partners, L.P., a Delaware limited partnership 
("Institutional"), 
RBS Investment Management, L.L.C., a Delaware limited liability 
company ("RBSIM"), 
CRK Partners, L.L.C., a Delaware limited liability company ("CRK"), 
ESL Investments, Inc., a Delaware corporation ("ESL"), and 
Edward S. Lampert, a United States citizen. 
Partners, Investors, SPE I, SPE Master I, RBS, Institutional, RBSIM, 
CRK, ESL and Mr. Lampert are collectively defined as the "Offerors". 
The principal address of each of the Offerors is 1170 Kane 
Concourse, Suite 200, Bay Harbor, Florida 33154 


    

2. The designation and number or principal amount of securities and the
   offeror's security holding percentage in the class of securities of
   which the offeror acquired ownership or control in the transaction
   or occurrence giving rise to the obligation to file the news
   release, and whether it was ownership or control that was acquired
   in those circumstances.
    


On November 13, 2012, Sears Holdings Corporation ("Sears Holdings") 
is effecting a partial spin-off of shares of Sears Canada Inc. (the 
"Issuer") by way of a pro rata stock dividend to Sears Holdings 
stockholders (the "Spin-Off"). On such date, each holder of Sears 
Holdings' common stock will receive 0.4283 common shares of the 
Issuer, no par value (the "Shares"), for each share of Sears 
Holdings common stock held by such stockholder at the close of 
business on November 1, 2012 (the "Record Date"). 
The Offerors have reported on Schedule 13D filed under the United 
States Securities Exchange Act of 1934, as amended (the "Exchange 
Act") that pursuant to the Spin-Off, they may be deemed to 
beneficially own Shares as set forth in the table below. 
 ________________________________________________________________________________
|             | NUMBER OF  |PERCENTAGE |          |      |           |           |
|     FILING  |   SHARES   |    OF     |    SOLE  |SHARED|   SOLE    |  SHARED   |
|     PERSON  |BENEFICIALLY|OUTSTANDING|   VOTING |VOTING|DISPOSITIVE|DISPOSITIVE|
|             |            |  SHARES   |   POWER  |POWER |   POWER   |   POWER   |
|             |   OWNED    |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|ESL Partners,| 25,192,910 |    24.7%  |15,140,671|   0  |15,140,671 |10,052,239 |
|    L.P.     |            |           |          |      |           |    (6)    |
|_____________|____________|___________|__________|______|___________|___________|
|      ESL    |            |           |          |      |           |           |
|  Investors, |  1,061,382 |     1.0%  |1,061,382 |   0  | 1,061,382 |       0   |
|    L.L.C.   |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|    SPE I    |   830,852  |     0.8%  |  830,852 |   0  |   830,852 |       0   |
|Partners, LP |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|  SPE Master |  1,068,522 |     1.0%  |1,068,522 |   0  | 1,068,522 |       0   |
|     I, LP   |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|      RBS    |            |           |18,101,427|      |18,101,427 |10,052,239 |
|   Partners, | 28,153,666 |    27.6%  |   (1)    |   0  |    (1)    |    (6)    |
|     L.P.    |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|     ESL     |            |           |          |      |           |           |
|Institutional|     4,381  |     0.0%  |   4,381  |   0  |    4,381  |       0   |
|  Partners,  |            |           |          |      |           |           |
|    L.P.     |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|     RBS     |            |           |          |      |           |           |
| Investment  |     4,381  |     0.0%  |4,381 (2) |   0  | 4,381 (2) |       0   |
| Management, |            |           |          |      |           |           |
|   L.L.C.    |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|      CRK    |            |           |          |      |           |           |
|   Partners, |      319   |     0.0%  |     319  |   0  |      319  |       0   |
|    L.L.C.   |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|     ESL     |            |           |18,106,127|      |18,106,127 |10,052,239 |
|Investments, | 28,158,366 |    27.6%  |   (3)    |   0  |    (3)    |    (6)    |
|    Inc.     |            |           |          |      |           |           |
|_____________|____________|___________|__________|______|___________|___________|
|   Edward S. | 28,158,366 |    27.6%  |28,158,366|   0  |18,106,127 |10,052,239 |
|    Lampert  |            |           |   (4)    |      |    (5)    |    (6)    |
|_____________|____________|___________|__________|______|___________|___________| 


    (1) This number consists of 15,140,671 Shares held by Partners,
    1,061,382 Shares held in an account established by the investment
    member of Investors, 830,852 Shares held by SPE I and 1,068,522
    Shares held by SPE Master I. RBS is the general partner of, and may
    be deemed to indirectly beneficially own securities held by
    Partners, SPE I and SPE Master I. RBS is the manager of, and may be
    deemed to indirectly beneficially own securities held by,
    Investors.
           
    (2) This number consists of 4,381 Shares held by Institutional.
    RBSIM is the general partner of, and may be deemed to indirectly
    beneficially own securities held by, Institutional.
           
    (3) This number consists of 15,140,671 Shares held by Partners,
    1,061,382 Shares held in an account established by the investment
    member of Investors, 830,852 Shares held by SPE I, 1,068,522 Shares
    held by SPE Master I, 4,381 Shares held by Institutional and 319
    Shares held by CRK. ESL is the general partner of RBS, and is the
    sole member of CRK, and may be deemed to indirectly beneficially
    own securities that may be deemed to be indirectly beneficially
    owned by RBS and CRK. ESL is the manager of, and may be deemed to
    indirectly beneficially own securities that may be deemed to be
    indirectly beneficially owned by, RBSIM.
           
    (4) This number consists of 15,140,671 Shares held by Partners,
    1,061,382 Shares held in an account established by the investment
    member of Investors, 830,852 Shares held by SPE I and 1,068,522
    Shares held by SPE Master I, 4,381 Shares held by Institutional,
    319 Shares held by CRK and 10,052,239 Shares held by Mr. Lampert.
    Mr. Lampert is the Chairman, Chief Executive Officer and Director
    of, and may be deemed to indirectly beneficially own securities
    that may be deemed to be indirectly beneficially owned by, ESL.
           
    (5) This number consists of 15,140,671 Shares held by Partners,
    1,061,382 Shares held in an account established by the investment
    member of Investors, 830,852 Shares held by SPE I, 1,068,522 Shares
    held by SPE Master I, 4,381 Shares held by Institutional, and 319
    Shares held by CRK. Mr. Lampert is the Chairman, Chief Executive
    Officer and Director of, and may be deemed to indirectly
    beneficially own securities that may be deemed to be indirectly
    beneficially owned by, ESL.
           
    (6) This number consists of 10,052,239 Shares held by Mr. Lampert. 
    Partners has entered into a Lock-Up Agreement (the "Lock-Up
    Agreement") with Mr. Lampert that restricts the purchase and sale
    of securities held by Mr. Lampert. Pursuant to the Lock-Up
    Agreement, Partners may be deemed to have shared dispositive power
    over, and to indirectly beneficially own, securities held by Mr.
    Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared
    dispositive power over such securities. A copy of the Lock-Up
    Agreement is being filed on SEDAR with this Early Warning Report.
           
    Each Offeror declares that neither the issuance and filing of this
    Press Release and Early Warning Report nor anything herein shall be
    construed as an admission that such person is, for the purposes of
    Section 13(d) or 13(g) of the Exchange Act, or any other purpose,
    the beneficial owner of any securities covered by this statement.
           
    Each Offeror may be deemed to be a member of a group with respect
    to the Issuer or securities of the Issuer for the purposes of
    Section 13(d) or 13(g) of the Exchange Act. Each Offeror declares
    that neither the issuance and filing of this Press Release and
    Early Warning Report nor anything herein shall be construed as an
    admission that such person is, for the purposes of Section 13(d) or
    13(g) of the Act or any other purpose, (i) acting (or has agreed or
    is agreeing to act) with any other person as a partnership, limited
    partnership, syndicate, or other group for the purpose of
    acquiring, holding, or disposing of securities of the Issuer or
    otherwise with respect to the Issuer or any securities of the
    Issuer or (ii) a member of any syndicate or group with respect to
    the Issuer or any securities of the Issuer.
           
    For purposes of this Press Release and Early Warning Report under
    National Instrument 62-103, the Offerors are acquiring control of
    the Shares as set forth in the table above.  The Offerors
    collectively may be deemed for purposes of this Press Release and
    Early Warning Report under National Instrument 62-103 to continue
    to hold 51,962,392 Shares held by Sears Holdings following the
    Spin-Off, representing approximately 51.0% of the issued and
    outstanding Shares. Sears Holdings has indirect beneficial
    ownership and control of the 51,962,392 Shares owned by it.
           

3.  The designation and number or principal amount of securities and
    the offeror's security holding percentage in the class of
    securities immediately after the transaction or occurrence giving
    rise to the obligation to file a news release.
           
    After giving effect to the Spin-Off noted in item 2 above, the
    Offerors may be deemed for purposes of this Press Release and Early
    Warning Report under National Instrument 62-103 to beneficially own
    in aggregate 80,120,758 Shares representing approximately 78.6% of
    the issued and outstanding Shares, which includes the Shares as set
    forth in the table noted in item 2 above and the Shares owned by
    Sears Holdings.
           

4.  The designation and number or principal amount of securities and
    the percentage of outstanding securities of the class of securities
    referred to in paragraph 3 over which:
           
    (i)   the offeror, either alone or together with joint actors, has
          ownership and control,
           
          See paragraph 2 above.
           
          the offeror, either alone or together with joint actors, has
    (ii)  ownership but control is held by other persons or companies
          other than the offeror or any joint actor.
           
          Not applicable.
           
    (iii) the offeror, either alone or together with joint actors, has
          exclusive or shared control but does not have ownership.
           
          Not applicable.
           

5.  The name of the market in which the transaction or occurrence that
    gave rise to the news release took place.
           
    Not applicable.
           

6.  The value, in Canadian dollars, of any consideration offered per
    security if the offeror acquired ownership of a security in the
    transaction or occurrence giving rise to the obligation to file a
    news release.
           
    Not applicable.
           

7.  The purpose of the offeror and any joint actors in effecting the
    transaction or occurrence that gave rise to the news release,
    including any future intention to acquire ownership of, or control
    over, additional securities of the reporting issuer.
           
    The Offerors plan to review their investment in the Issuer on a
    continuing basis.  Depending upon each factor discussed below and
    each other factor (which may be unknown at this time) that is or
    may become relevant, the Offerors plan to consider, among other
    things: (a) the acquisition by the Offerors of additional
    securities of the Issuer, or the disposition of securities of the
    Issuer; (b) an extraordinary corporate transaction, such as a
    merger, reorganization or liquidation, involving the Issuer or any
    of its subsidiaries; (c) a sale or transfer of a material amount of
    assets of the Issuer or any of its subsidiaries; (d) changes in the
    present board of directors or management of the Issuer; (e) a
    material change in the present capitalization or dividend policy of
    the Issuer; (f) any other material change in the Issuer's business
    or corporate structure; (g) changes in the Issuer' certificate of
    incorporation or bylaws or other actions which may impede the
    acquisition of control of the Issuer by any person; (h) causing any
    class of the Issuer's securities to be delisted from a national
    securities exchange or to cease to be authorized to be quoted in an
    inter-dealer quotation system of a registered national securities
    association; (i) a class of equity securities of the Issuer
    becoming eligible for termination of registration; or (j) any
    action similar to those enumerated above.
           
    Any open market or privately negotiated purchases or sales,
    acquisition recommendations or proposals or other transactions may
    be made at any time without prior notice.  Any alternative may
    depend upon a variety of factors, including, without limitation,
    current and anticipated future trading prices of the securities,
    the financial condition, results of operations and prospects of the
    Issuer and general industry conditions, the availability, form and
    terms of financing, other investment and business opportunities,
    general stock market and economic conditions, tax considerations
    and other factors.  Although the foregoing reflects plans and
    proposals presently contemplated by each Offeror with respect to
    the Issuer, the foregoing is subject to change at any time and
    dependent upon contingencies and assumed and speculative
    conditions, and there can be no assurance that any of the actions
    set forth above will be taken.
           
    Except as described herein or to the extent that the foregoing may
    be deemed to be a plan or proposal, none of the Offerors currently
    has any plans or proposals that relate to or would result in any of
    the actions specified in clause (a) through (j) above. Depending
    upon the foregoing factors and to the extent deemed advisable in
    light of their general investment policies, or other factors, the
    Offerors may, at any time and from time to time, formulate other
    purposes, plans or proposals regarding the Issuer or the Issuer's
    Shares, or any other actions that could involve one or more of the
    types of transactions or have one or more of the results described
    in paragraphs (a) through (j) above. The foregoing is subject to
    change at any time, and there can be no assurance that any of the
    Offerors will take any of the actions set forth above.
           

8.  The general nature and the material terms of any agreement, other
    than lending arrangements, with respect to securities of the
    reporting issuer, entered into by the offeror, or any joint actor,
    and the issuer of the securities or any other entity in connection
    with the transaction or occurrence giving rise to the news release,
    including agreements with respect to the acquisition, holding,
    disposition or voting of any securities.
           
    The Lock-Up Agreement restricts the purchases and sale by
    Mr. Lampert of the Shares. Pursuant to the Lock-Up Agreement,
    Mr. Lampert generally is required to sell Shares and purchase
    additional Shares on a pro rata basis with the sales and purchases
    of Shares made by Partners, and generally must make such sales and
    purchases on substantially the same terms and conditions as
    Partners (subject to certain legal, tax, accounting or regulatory
    considerations). Mr. Lampert is also restricted from certain sales
    of Shares or purchases of additional Shares except in accordance
    with the Lock-Up Agreement.
           
    Except as otherwise described herein and in a Joint Filing
    Agreement entered into between the Offerors regarding the making of
    certain securities related filings, no Offeror has any contract,
    arrangement, understanding or relationship with any person with
    respect to the Shares of the Issuer or any other securities of the
    Issuer. A copy of the Joint Filing Agreement is being filed on
    SEDAR with this early warning report.
           

9.  The names of any joint actors in connection with the disclosure
    required by this form.
           
    As a result of the direct or indirect deemed beneficial ownership
    of a majority of the outstanding shares of Sears Holdings common
    stock by the Offerors collectively, Sears Holdings may be deemed to
    be a joint actor of the Offerors.
           

10. In the case of a transaction or occurrence that did not take place
    on a stock exchange or other market that represents a published
    market for the securities, including an issuance from treasury, the
    nature and value of the consideration paid by the offeror.
           
    Not applicable.
           

11. If applicable, a description of any change in any material fact set
    out in a previous report by the entity under the early warning
    requirements or Part 4 in respect of the reporting issuer's
    securities.
           
    Not applicable.
           

12. If applicable, a description of the exemption from securities
    legislation being relied on by the offeror and the facts supporting
    that reliance.
           
    Not applicable.
    

SOURCE: Sears Canada Inc.

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CO: Sears Canada Inc.
ST: Ontario
NI: RET 

-0- Nov/13/2012 21:29 GMT


 
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