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Section 1: SC 13D/A (SC 13D (AMENDMENT NO. 3))

SC 13D (Amendment No. 3)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

Seritage Growth Properties

(Name of Issuer)

Class A common shares of beneficial interest, par value $0.01 per share

(Title of Class of Securities)

81752R100

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 23, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 81752R100  

 

  1.   

Names of Reporting Persons.

 

ESL Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

938,909 (1)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

938,909 (1)

   10.   

Shared Dispositive Power

 

1,396,137 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,335,046 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.  

Percent of Class Represented by Amount in Row (11)

 

7.9% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes 585,814 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(2) Includes 865,522 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(3) Based upon 27,938,072 Class A Shares outstanding as of January 3, 2017, as previously confirmed by the Issuer, and 1,451,336 Class B Shares outstanding as of January 4, 2017 in connection with the surrender by Partners of Class B Shares to the Issuer.


CUSIP No. 81752R100  

 

  1.   

Names of Reporting Persons.

 

RBS Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

938,909 (1)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

938,909 (1)

   10.   

Shared Dispositive Power

 

1,396,137 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,335,046 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.  

Percent of Class Represented by Amount in Row (11)

 

7.9% (3)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Includes 585,814 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(2) Includes 865,522 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(3) Based upon 27,938,072 Class A Shares outstanding as of January 3, 2017, as previously confirmed by the Issuer, and 1,451,336 Class B Shares outstanding as of January 4, 2017 in connection with the surrender by Partners of Class B Shares to the Issuer.


CUSIP No. 81752R100  

 

  1.   

Names of Reporting Persons.

 

ESL Investments, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

938,909 (1)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

938,909 (1)

   10.   

Shared Dispositive Power

 

1,396,137 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,335,046 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.  

Percent of Class Represented by Amount in Row (11)

 

7.9% (3)

14.  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Includes 585,814 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(2) Includes 865,522 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(3) Based upon 27,938,072 Class A Shares outstanding as of January 3, 2017, as previously confirmed by the Issuer, and 1,451,336 Class B Shares outstanding as of January 4, 2017 in connection with the surrender by Partners of Class B Shares to the Issuer.


CUSIP No. 81752R100  

 

  1.   

Names of Reporting Persons.

 

Edward S. Lampert

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

PF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

2,335,046 (1)(2)

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

938,909 (1)

   10.   

Shared Dispositive Power

 

1,396,137 (2)

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,335,046 (1)(2)

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    

 

13.  

Percent of Class Represented by Amount in Row (11)

 

7.9% (3)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Includes 585,814 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(2) Includes 865,522 Class B Shares, which are non-economic voting shares that are not entitled to any dividends or distributions, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.
(3) Based upon 27,938,072 Class A Shares outstanding as of January 3, 2017, as previously confirmed by the Issuer, and 1,451,336 Class B Shares outstanding as of January 4, 2017 in connection with the surrender by Partners of Class B Shares to the Issuer.


This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to Class A common shares of beneficial interest, par value $0.01 per share (“Class A Shares”), of Seritage Growth Properties, a Maryland real estate investment trust (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (the “SEC”) by ESL Partners, L.P., a Delaware limited partnership (“Partners”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meaning given to them in the Schedule 13D, as previously amended, filed with the SEC.

 

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“On February 23, 2017 (the “Closing Date”), the Operating Partnership, as borrower, and the Issuer, as guarantor, entered into a $200 million senior unsecured delayed draw term loan facility (the “Facility”) with JPP, LLC (“JPP”) and JPP II, LLC, as lenders (together with JPP, the “Initial Lenders”), and JPP, as administrative agent (the “Administrative Agent”). Mr. Lampert, the Issuer’s Chairman, is the sole stockholder, chief executive officer and director of ESL, which controls the Initial Lenders. The Issuer expects to use the proceeds of the Facility, among other things, to fund redevelopment projects and for other general corporate purposes. Loans under the Facility are guaranteed by the Issuer.

Loans under the Facility (which was undrawn on the Closing Date) may be requested by the Operating Partnership at any time from the Closing Date until thirty days prior to the stated maturity date, upon five business days prior notice to the Administrative Agent. The total commitments of the lenders under the Facility are $200,000,000, provided that the maximum draw amount under the Facility through April 30, 2017 is $100,000,000, which amount increases to $150,000,000 on May 1, 2017 and $200,000,000 on September 1, 2017, in each instance so long as no cash flow sweep period (as defined in the Issuer’s existing mortgage loan facility on file with the SEC) is then in effect and continuing as of such date under the Issuer’s existing mortgage loan facility. Amounts drawn under the Facility and repaid may not be redrawn.

The Facility will mature the earlier of (i) December 31, 2017 and (ii) the date on which the outstanding indebtedness under the Issuer’s existing mortgage and mezzanine facilities are repaid in full. The Facility may be prepaid at any time in whole or in part, without any penalty or premium.

The principal amount of loans outstanding under the Facility will bear a base annual interest rate of 6.50%. If a cash flow sweep period were to occur and be continuing under the Issuer’s existing mortgage loan indebtedness (i) the interest rate on any outstanding advances would increase from and after such date by 1.50% per annum above the base interest rate and (ii) the interest rate on any advances made after such date would increase by 3.50% per annum above the base interest rate, in each case, for so long as the cash flow sweep is continuing. Accrued and unpaid interest will be payable in cash, except that during the continuance of a cash flow sweep period under the Issuer’s existing mortgage loan facility, the Operating Partnership may defer the payment of interest which deferred amount would be added to the outstanding principal balance of the loans and on which interest would be payable from and after the date of such deferral.

On the Closing Date, the Operating Partnership paid to the Initial Lenders an upfront commitment fee equal to $1,000,000. The Operating Partnership will also be required to pay an additional commitment fee of $1,000,000 on the date that is ninety days after the Closing Date unless prior thereto (i) at least 33.33% of the total commitments of the lenders have been syndicated to lenders who are not affiliates of the Initial Lenders or (ii) the Facility has been paid in full and the lenders’ commitments have been terminated.

The Facility documentation requires that the Issuer at all times maintain (i) a net worth of not less than $1,000,000,000, and (ii) a leverage ratio not to exceed 60.00%.


The Facility includes customary representations and warranties, covenants and indemnities. The Facility also has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and bankruptcy or insolvency proceedings. If there is an event of default, the lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have under any of the Facility documents, and require the Operating Partnership to pay a default interest rate on overdue amounts equal to 1.50% in excess of the then applicable interest rate.

The terms of the Facility were approved by the Issuer’s Audit Committee and the Issuer’s Board of Trustees (with Mr. Lampert recusing himself).

The foregoing descriptions of the Facility do not purport to be complete and are qualified in their entirety by reference to the full text of the Senior Unsecured Term Loan Agreement for the Facility, filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on February 24, 2017, and is incorporated by reference herein.”

 

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D 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, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person 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 Act. Each Reporting Person declares that neither the filing of this Schedule 13D 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.

As of February 24, 2017, the Reporting Persons may be deemed to beneficially own the Common Shares of the Issuer set forth in the table below.

 

REPORTING

PERSON

  NUMBER OF
SHARES
BENEFICIALLY
OWNED
    PERCENTAGE
OF
OUTSTANDING
SHARES
    SOLE
VOTING
POWER
    SHARED
VOTING
POWER
    SOLE
DISPOSITIVE
POWER
    SHARED
DISPOSITIVE
POWER
 

ESL Partners, L.P.

    2,335,046  (1)(2)      7.9 % (3)      938,909  (1)      0       938,909  (1)      1,396,137  (2) 

RBS Partners, L.P.

    2,335,046  (2)(4)      7.9 % (3)      938,909  (4)      0       938,909  (4)      1,396,137  (2) 

ESL Investments, Inc.

    2,335,046  (2)(5)      7.9 % (3)      938,909  (5)      0       938,909  (5)      1,396,137  (2) 

Edward S. Lampert

    2,335,046  (2)(6)      7.9 % (3)      2,335,046  (2)(6)      0       938,909  (6)      1,396,137  (2) 

 

(1)

This number includes 353,095 Class A Shares and 585,814 Class B common shares of beneficial interest of the Issuer, par value $0.01 per share (“Class B Shares”) held by Partners, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of limited partnership interests (“OP Units”) of the Operating Partnership. Pursuant to the agreement of limited partnership of the Operating Partnership (the “OP Agreement”), the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed.


(2) This number includes 530,615 Class A Shares and 865,522 Class B Shares held by Mr. Lampert, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned 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 beneficially owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(3) This is based upon 27,938,072 Class A Shares outstanding as of January 3, 2017, as previously confirmed by the Issuer, and 1,451,336 Class B Shares outstanding as of January 4, 2017 in connection with the surrender by Partners of Class B Shares to the Issuer.
(4) This number includes 353,095 Class A Shares and 585,814 Class B Shares held by Partners, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Partners.
(5) This number includes 353,095 Class A Shares and 585,814 Class B Shares held by Partners, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed. ESL is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS.
(6) This number includes 353,095 Class A Shares and 585,814 Class B Shares held by Partners, but does not include the number of Class A Shares that may be issued to certain of the Reporting Persons upon redemption of OP Units. Pursuant to the OP Agreement, the OP Units may be redeemed, at the request of the holder of such OP Units, for a determinable amount in cash or, at the option of the Issuer, Class A Shares at the rate of one Class A Share for each OP Unit redeemed. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.

(c) There have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 of this Amendment is hereby incorporated herein by reference.”


Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

99.1    Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on July 17, 2016).
99.2    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D filed on July 17, 2016).
99.3    Agreement of Limited Partnership of Seritage Growth Properties, L.P., dated July 7, 2015, by and among Seritage Growth Properties, ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on July 10, 2015).
99.4    Registration Rights Agreement, dated as of July 7, 2015, by and among Seritage Growth Properties, ESL Partners, L.P., Edward S. Lampert and solely for purposes of Section 7.1, Seritage Growth Properties, L.P. (incorporated herein by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on July 10, 2015).
99.5    Articles of Amendment and Restatement of Seritage Growth Properties (incorporated herein by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on July 10, 2015).
99.6    Exchange Agreement, dated as of June 26, 2015, by and among Seritage Growth Properties, Seritage Growth Properties, L.P., ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on July 2, 2015).
99.7    Senior Unsecured Term Loan Agreement, dated as of February 23, 2017, among Seritage Growth Properties, L.P., Seritage Growth Properties, JPP, LLC, and JPP II, LLC, and JPP, LLC, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on February 24, 2017).”


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 24, 2017

    ESL PARTNERS, L.P.
    By:   RBS Partners, L.P., as its general partner
    By:   ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    RBS PARTNERS, L.P.
    By:   ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    ESL INVESTMENTS, INC.
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    EDWARD S. LAMPERT
    By:  

/s/ Edward S. Lampert


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on July 17, 2016).
99.2    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D filed on July 17, 2016).
99.3    Agreement of Limited Partnership of Seritage Growth Properties, L.P., dated July 7, 2015, by and among Seritage Growth Properties, ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on July 10, 2015).
99.4    Registration Rights Agreement, dated as of July 7, 2015, by and among Seritage Growth Properties, ESL Partners, L.P., Edward S. Lampert and solely for purposes of Section 7.1, Seritage Growth Properties, L.P. (incorporated herein by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on July 10, 2015).
99.5    Articles of Amendment and Restatement of Seritage Growth Properties (incorporated herein by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on July 10, 2015).
99.6    Exchange Agreement, dated as of June 26, 2015, by and among Seritage Growth Properties, Seritage Growth Properties, L.P., ESL Partners, L.P. and Edward S. Lampert (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on July 2, 2015).
99.7    Senior Unsecured Term Loan Agreement, dated as of February 23, 2017, among Seritage Growth Properties, L.P., Seritage Growth Properties, JPP, LLC, and JPP II, LLC, and JPP, LLC, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on February 24, 2017).
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