Bond Sears Holdings 6.625% ( US812350AE65 ) in USD

Sears Holdings

100 % ▲

United States

US812350AE65 ( in USD )

6.625% per year ( payment 2 times a year)

14/10/2018 - Bond has expired

Prospectus brochure of the bond Sears Holdings US812350AE65 in USD 6.625%, expired

2 000 USD

88 406 000 USD

812350AE6

N/A

Sears Holdings Corporation was an American multinational retail company that operated various department stores and other retail businesses, notably Sears and Kmart, before filing for bankruptcy and liquidating its remaining assets.

The Bond issued by Sears Holdings ( United States ) , in USD, with the ISIN code US812350AE65, pays a coupon of 6.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/10/2018

Final Prospectus
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424B3 1 d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-173459

PROSPECTUS
$1,000,000,000
OFFER TO EXCHANGE
6 5/8% SENIOR SECURED NOTES DUE 2018
REGISTERED UNDER THE SECURITIES ACT
FOR
A LIKE PRINCIPAL AMOUNT OF
6 5/8% SENIOR SECURED NOTES DUE 2018
Sears Holdings Corporation is offering, upon the terms and subject to the conditions set forth in this prospectus and the
accompanying letter of transmittal, to exchange an aggregate principal amount of up to $1,000,000,000 of our 6 /
5 8% senior secured
notes due 2018 (which we refer to as the "exchange notes") for an equal principal amount of our outstanding 6 5/8% senior secured
notes due 2018. When we refer to "old notes," we are referring to the outstanding 6 /
5 8% senior secured notes due 2018. The
exchange notes will represent the same debt as the old notes, and we will issue the exchange notes under the same indenture as the old
notes.
The exchange offer expires at 5:00 p.m., New York City time, on August 30, 2011, unless extended.
Terms of the Exchange Offer

· We are offering to exchange up to $1,000,000,000 aggregate principal amount of the exchange notes for an equal principal

amount of the old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

· You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

· The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and
redemption rights) to the old notes for which they may be exchanged, except that the exchange notes generally will not be

subject to transfer restrictions or be entitled to registration rights, and the exchange notes will not have the right to earn
additional interest under circumstances relating to our registration obligations.

· Certain of our subsidiaries will guarantee our obligations under the exchange notes, including the payment of principal of,
premium, if any, and interest on the notes. These guarantees of the exchange notes will be senior secured obligations of the

subsidiary guarantors. Additional subsidiaries will be required to guarantee the exchange notes, and the guarantees of the
subsidiary guarantors will terminate, in each case in the circumstances described under "Description of the Exchange
Notes -- Subsidiary Guarantees."

· The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal

income tax purposes. See the discussion under the caption "Certain U.S. Federal Income Tax Considerations."

· There is no existing market for the exchange notes to be issued, and we do not intend to apply for listing or quotation on any

securities exchange or market.
See "Risk Factors" beginning on page 13 for a discussion of the factors you should consider in connection with the
exchange offer.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. The
accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended, and
the rules and regulations thereunder (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time,
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may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes
were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this
prospectus available to any broker-dealer for use in connection with any such resale until the earlier of 45 days from the date on
which the registration statement containing this prospectus is declared effective and the date on which a broker-dealer is no longer
required to deliver a prospectus in connection with market-making or other trading activities. See "Plan of Distribution."
The date of this prospectus is August 2, 2011.
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TABLE OF CONTENTS

INFORMATION INCORPORATED BY REFERENCE
ii
WHERE YOU CAN FIND MORE INFORMATION
ii
WEBSITES
iii
FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1

SELECTED FINANCIAL DATA
10
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
12
RISK FACTORS
13
USE OF PROCEEDS
20
DESCRIPTION OF THE EXCHANGE NOTES
21
EXCHANGE OFFER
44
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
53
PLAN OF DISTRIBUTION
55
LEGAL MATTERS
55
EXPERTS
55

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Unless otherwise indicated or required by the context, in this prospectus, the terms "we," "our," "us" and the "Company" refer
to Sears Holdings Corporation and all of its subsidiaries that are consolidated under Generally Accepted Accounting Principles
("GAAP"), and the term "Holdings" refers to Sears Holdings Corporation and not to any of its subsidiaries. In this prospectus, the
term "notes" refers to the old notes and the exchange notes collectively.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not
permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the
date printed on the front of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" in this prospectus the
information in other documents that we file with it, which means that we can disclose important business and financial information to
you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and
information in documents that we file later with the SEC will automatically update and supersede information contained in documents
filed earlier with the SEC or contained in this prospectus or a prospectus supplement. We incorporate by reference in this prospectus
the documents listed below and any future filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the later of (a) the completion or termination of the
exchange offer and (b) if the exchange offer is completed, the termination of the period of time described under "Plan of Distribution"
during which we have agreed to make available this prospectus to broker-dealers in connection with certain resales of
the exchange notes:

· Annual Report on Form 10-K for the year ended January 29, 2011;

· Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2011; and

· Current Reports on Form 8-K filed on February 25, 2011, April 8, 2011, May 3, 2011 (such May 3, 2011 Current Report

on Form 8-K that contains Items 5.02 and 5.07 disclosures), May 20, 2011 and June 23, 2011.
Notwithstanding the foregoing, we are not incorporating any document or information deemed to have been furnished and not
filed in accordance with SEC rules. You may obtain a copy of any or all of the documents referred to above which may have been or
may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost to you by writing or
telephoning us at the following address:
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, IL 60179
Attn: Senior Vice President, General Counsel and Corporate Secretary
(847) 286-2500
To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no
later than August 23, 2011. In the event that we extend the exchange offer, you must submit your request at least five
business days before the expiration date of the exchange offer, as extended. We may extend the exchange offer in our sole
discretion. See "Exchange Offer" for more detailed information.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 under the Securities Act that registers the exchange notes that
will be offered in exchange for the old notes. The registration statement, including the attached exhibits and schedules, contains
additional relevant information about us and the exchange notes. The rules and regulations of the SEC allow us to omit from this
document certain information included in the registration statement.

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We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are
available to the public from the SEC's web site at www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room in Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room. Information about us, including our SEC filings, is also
available on our corporate website at www.searsholdings.com.
WEBSITES
The information contained on or that can be accessed through any of our websites is not incorporated in, and is not part of, this
prospectus, and you should not rely on any such information in connection with your decision to participate in the exchange offer.
FORWARD-LOOKING STATEMENTS
From time to time, including in this prospectus, in the documents incorporated by reference and in other written reports and oral
statements, we make "forward-looking statements" within the meaning of federal and state securities laws. Disclosures that use words
such as the Company "believes," "expects," "anticipates," "intends," "estimates," "plans," "forecasts," "is likely to" and similar
expressions or future or conditional verbs such as "will," "may" and "could" are generally forward-looking in nature and not
historical facts and are intended to identify forward-looking statements. These forward-looking statements reflect our current beliefs
and expectations and are based upon data available to us at the time the statements are made. Such statements are subject to certain
risks and uncertainties that could cause actual results, performance or achievements to differ materially from expectations. These
risks, as well as other risks and uncertainties, are detailed in reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC
as well as the section titled "Risk Factors" in this prospectus. Forward-looking statements made in this prospectus speak as of the
date hereof. We are not under any obligation and do not intend to publicly update or review any of these forward-looking statements,
whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected
results expressed or implied by those forward-looking statements will not be realized.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:

· our ability to offer merchandise and services that our customers want, including our proprietary brand products;

· our ability to successfully implement initiatives to improve inventory management and other capabilities;

· competitive conditions in the retail and related services industries;

· worldwide economic conditions and business uncertainty, the availability of consumer and commercial credit, changes in

consumer confidence, tastes, preferences and spending, and changes in vendor relationships;

· the impact of seasonal buying patterns, including seasonal fluctuations due to weather conditions, which are difficult to

forecast with certainty;

· our dependence on sources outside the United States for significant amounts of our merchandise;

· our extensive reliance on computer systems to process transactions, summarize results and manage our business;

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· our reliance on third parties to provide us with services in connection with the administration of certain aspects of our

business;

· impairment charges for goodwill and intangible assets or fixed-asset impairment for long-lived assets;

· our ability to properly implement and realize the expected benefits from our organizational structure and operating model;

· our ability to attract, motivate and retain key executives and other associates;

· the outcome of pending and/or future legal proceedings, including product liability claims and bankruptcy claims, including

proceedings with respect to which the parties have reached a preliminary settlement; and

· the timing and amount of required pension plan funding.

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SUMMARY
This summary contains basic information about our company and the exchange offer. It may not contain all of the
information that may be important to you. Investors should carefully read this entire prospectus, including the information
set forth under "Risk Factors" and in our consolidated financial statements and the related notes thereto.
The Company
Sears Holdings Corporation is the parent company of Kmart Holding Corporation, which we refer to as "Kmart," and Sears,
Roebuck and Co., which we refer to as "Sears." Holdings was formed as a Delaware corporation in 2004 in connection with the
merger of Kmart and Sears. The merger, completed on March 24, 2005, combined two of America's oldest existing retail entities,
both with origins dating to the late 1800s. We are a broadline retailer with 2,190 full-line and 1,358 specialty retail stores in the
United States operating through Kmart and Sears and 487 full-line and specialty retail stores in Canada operating through Sears
Canada Inc., a 92%-owned subsidiary, which we refer to as "Sears Canada." For fiscal year 2010, our revenue and net income
were $43,326 million and $133 million, respectively. For the 13 weeks ended April 30, 2011, our revenue and net loss were
$9,705 million and $170 million, respectively. Our common stock is traded on the NASDAQ Stock Market under the symbol
SHLD and as of April 30, 2011, we had an equity market capitalization of approximately $9.3 billion. Inventory and credit card
receivables held by the guarantors of the notes were $8,922 million at April 30, 2011.
Our executive offices are located at 3333 Beverly Road, Hoffman Estates, IL 60179, and our telephone number at that
location is (847) 286-2500. Our website address is www.searsholdings.com.

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Summary Terms of the Exchange Offer
The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange
offer, see "Exchange Offer." In this section "Holdings," the "Company," "we," "our," or "us" refer only to Sears Holdings
Corporation, a Delaware corporation, and not to any of its subsidiaries.

The Exchange Offer
We are offering to exchange up to $1,000,000,000 in aggregate principal amount
of our 6 5/8% senior secured notes due 2018, which we refer to in this
prospectus as the "exchange notes," for an equal principal amount of the old
notes.

Old notes may be exchanged only in minimum denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. Exchange notes will be issued

only in minimum denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000.

The exchange notes have been registered under the Securities Act. The terms of
the exchange notes are identical in all material respects to the terms of the old
notes, except that the exchange notes are registered under the Securities Act and

are generally not subject to transfer restrictions, bear a different CUSIP number,
are not entitled to registration rights and do not have the right to earn additional
interest under circumstances relating to our registration obligations.

Subject to the terms of the exchange offer, we will exchange the exchange notes
for all of the old notes that are validly tendered and not withdrawn prior to the
expiration of the exchange offer.

Expiration of the Exchange Offer;
The exchange offer will expire at 5:00 p.m., New York City time, on August 30,
Withdrawal of Tender
2011, or a later date and time to which we may extend it. We do not currently
intend to extend the expiration of the exchange offer. You may withdraw your
tender of old notes in the exchange offer at any time before the expiration of the
exchange offer. Any old notes not accepted for exchange for any reason will be
returned without expense to you promptly after the expiration or termination of
the exchange offer.

Conditions to the Exchange Offer
The exchange offer is not conditioned upon any minimum aggregate principal
amount of old notes being tendered for exchange. The exchange offer is subject
to customary conditions, which we may waive. See "Exchange Offer --
Conditions" for more information regarding the conditions to the exchange offer.
Procedures for Tendering Notes
To tender old notes held in book-entry form through The Depository Trust
Company, or "DTC," you must transfer your old notes into the exchange agent's
account in accordance with DTC's Automated Tender Offer Program, or
"ATOP" system. In lieu of delivering a letter of transmittal to the exchange
agent, a computer-generated message, in which the holder of the old notes
acknowledges and

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agrees to be bound by the terms of the letter of transmittal, must be transmitted
by DTC on behalf of a holder and received by the exchange agent before

5:00 p.m., New York City time, on the expiration date. In all other cases, a letter
of transmittal must be manually executed and received by the exchange agent
before 5:00 p.m., New York City time, on the expiration date.

By signing, or agreeing to be bound by, the letter of transmittal, you will
represent to us that, among other things:

· you are acquiring the exchange notes in the ordinary course of your business;

· you are not engaged in, do not intend to engage in, and have no arrangement or

understanding with any person or entity to participate in, a distribution of the
exchange notes (within the meaning of the Securities Act);

· you are not our "affiliate" (as defined in Rule 405 under the Securities

Act); and

· if you are a broker-dealer registered under the Exchange Act, you are
participating in the exchange offer for your own account and are exchanging
old notes acquired as a result of market-making activities or other trading

activities, you have not entered into any arrangement or understanding with
the Company or any affiliate of the Company to distribute the exchange notes,
and you will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of the exchange notes.

Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee, and you want
to tender old notes in the exchange offer, you should contact the registered
owner promptly and instruct the registered holder to tender on your behalf. If
you wish to tender on your own behalf, you must, before completing and
executing the letter of transmittal and delivering your old notes, either make
appropriate arrangements to register ownership of the old notes in your name or
obtain a properly completed bond power from the registered holder. See
"Exchange Offer -- Procedures for Tendering."

Guaranteed Delivery Procedures
If you wish to tender your old notes, and time will not permit your required
documents to reach the exchange agent by the expiration date, or the procedure
for book-entry transfer cannot be completed on time, you may tender your old
notes under the procedures described under "Exchange Offer -- Guaranteed
Delivery Procedures."

Consequences of Failure to Exchange
Any old notes that are not tendered in the exchange offer, or that are not
accepted in the exchange, will remain subject to restrictions on transfer. Since
the old notes have not been registered under the U.S. federal securities laws,
you will not be able to offer or sell the old

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notes except under an exemption from the requirements of the Securities Act or
unless the old notes are registered under the Securities Act. Upon the completion

of the exchange offer, we will have no further obligations, except under limited
circumstances, to provide for registration of the old notes under the U.S. federal
securities laws. See "Exchange Offer -- Consequences of Failure to Tender."

Certain U.S. Federal Income Tax
The exchange of old notes for exchange notes in the exchange offer will not
Considerations
constitute a taxable exchange for U.S. federal income tax purposes. See "Certain
U.S. Federal Income Tax Considerations."

Transferability
Under existing interpretations of the Securities Act by the staff of the SEC
contained in several no-action letters to third parties, and subject to the
immediately following sentence, we believe that the exchange notes will
generally be freely transferable by holders after the exchange offer without
further compliance with the registration and prospectus delivery requirements of
the Securities Act (subject to certain representations required to be made by
each holder of old notes, as set forth under "Exchange Offer -- Procedures for
Tendering"). However, any holder of old notes who:

· is one of our "affiliates" (as defined in Rule 405 under the Securities Act),

· does not acquire the exchange notes in the ordinary course of business,

· distributes, intends to distribute, or has an arrangement or understanding with

any person or entity to distribute the exchange notes as part of the exchange
offer, or

· is a broker-dealer who purchased old notes from us in the initial offering of

the old notes for resale pursuant to Rule 144A or any other available
exemption under the Securities Act,

will not be able to rely on the interpretations of the staff of the SEC, will not be
permitted to tender old notes in the exchange offer and, in the absence of any

exemption, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale of the exchange
notes.

Our belief is based on SEC interpretations given to other, unrelated issuers in
similar exchange offers. We cannot assure you that the SEC would make a

similar interpretation with respect to our exchange offer. We will not be
responsible for or indemnify you against any liability you may incur under the
Securities Act.

Each broker-dealer that receives exchange notes for its own account under the

exchange offer in exchange for old notes that were acquired by the broker-dealer
as a result of market-making or other trading

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