Sears Holdings Corporation Board Of Directors Approves The Separation Of Its Lands' End Business And Establishes March 24, 2014 As The Record Date For The Pro-Rata Distribution Of Shares Of Lands' End, Inc. Common Stock
HOFFMAN ESTATES, Ill., March 14, 2014 /PRNewswire/ -- Sears Holdings Corporation (NASDAQ: SHLD) today announced that its board of directors approved the separation of its Lands' End business by means of a pro-rata spin-off transaction.
To effect the spin-off, Sears Holdings will distribute all of the outstanding shares of common stock of Lands' End, Inc. ("Lands' End") on a pro rata basis to holders of Sears Holdings common stock, except that holders of Sears Holdings' restricted stock that is unvested as of the record date will receive cash awards in lieu of shares. These cash awards will be subject to vesting requirements.
The distribution will be made to Sears Holdings' stockholders of record as of 5:30 p.m. Eastern time on March 24, 2014, the record date for the distribution. The distribution is expected to occur on April 4, 2014.
In the distribution, Sears Holdings stockholders will receive 0.300795 shares of Lands' End common stock for each share of Sears Holdings common stock held as of 5:30 p.m. Eastern time on the record date. Fractional shares of Lands' End common stock will not be distributed. Instead, fractional shares that Sears Holdings stockholders would otherwise have been entitled to receive after application of the foregoing ratio will be aggregated and sold in the public market by the distribution agent. The aggregate cash proceeds of these sales, net of brokerage fees and other expenses, then will be distributed pro rata to those stockholders who otherwise would have been entitled to receive fractional shares.Following the spin-off, Sears Holdings will continue to be listed on the NASDAQ Global Select Market under the symbol "SHLD," while Lands' End expects to list its common stock on the NASDAQ Capital Market under the symbol "LE." We expect that, from a date determined by NASDAQ through the distribution date, there will be two markets in Sears Holdings common stock: a "regular-way" market and an "ex-distribution" market. Sears Holdings common stock that trades on the regular-way market will trade with an entitlement to shares of Lands' End common stock on the distribution date. Sears Holdings common stock that trades on the ex-distribution market will trade without an entitlement to shares of Lands' End common stock on the distribution date.
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